TERMS and CONDITIONS of BUSINESS (effective from 1ST April 2003 until further notice)
BEELINE COMPUTER SERVICES LIMITED of 21 Craiglockhart Dell Road Edinburgh (hereinafter "Beeline") carries on the business of supplying Products and Services
APPLICATION -Beeline is willing to supply Products and Services in accordance with the terms and conditions set out herein and which the Customer by his signature hereof or acting in reliance hereon is to be held as having accepted.
No forbearance, delay or indulgence by Beeline in enforcing its rights shall prejudice or restrict those rights and no waiver of any such rights shall be deemed to be a waiver of any other right.
DEFINITIONS - Unless the context shall otherwise require -
"Business Day" means a day (other than a Saturday or Sunday) on which the UK clearing Banks are open for normal business in England.
"Customer" is the party to whom Beeline agrees to supply Products or Services
"Due Date" is the latest date for payment for Products or Services provided by Beeline to the Customer, ie thirty days after the invoice date
"Order Placement Date" is the date on which an Order is received by Beeline from the Customer
"Price" means the price payable to Beeline for Products or Services provided by Beeline to the Customer and is exclusive of Value Added Tax which will be charged by Beeline in accordance with UK legislation in force at the tax point date
"Products" means computer hardware or software supplied by Beeline
"Services" means the service, as more fully explained under the main heading "SERVICES" below, provided by Beeline in sourcing, installing and maintaining the Product
"VAT" means Value Added Tax
SERVICES - Beeline will provide the customer with one year of maintenance services, to cover parts and labour, diagnostic and correction of Products malfunction and failure as necessary to maintain in good operating condition any Products supplied by Beeline to the Customer in terms of these Terms and Conditions. Beeline will accept that when placing a call for service in respect of any such Products supplied by Beeline to the Customer, the Customer will first of all run a self-test program or correct reported faults upon telephone advice being given by Beeline but onsite service will provided when the fault or problem cannot be corrected by such remote access means.
Subject to what is set out below, Beeline will provide maintenance services for qualified hardware Products supplied by Beeline to the Customer. Qualified hardware Products are products provided or supplied by Beeline to the Customer and those products not supplied by Beeline to the Customer but considered by Beeline to be in normal operating condition and as being products in respect of which Beeline are prepared to provide maintenance services. Before Beeline will provide maintenance services, any products not so supplied by Beeline must be in normal operating condition and Beeline will be entitled to charge to bring such non-supplied products up to normal operating conditions. The Customer is responsible for the selection and use of consumables for use with qualified products. Beeline will not provide maintenance services that are required as a result of supplies not provided by the manufacturer of the qualified product nor will they provide maintenance services for any products to which unauthorised modifications have been made or if the Customer does not allow Beeline to instal factory-specified engineering changes. If Beeline determines that service is made more difficult because of non-factory-specified device connected or installed in the Product, the Customer must temporarily remove the non-factory-specified device at the Customers' risk and expense to allow Beeline to perform maintenance service. The Customer is solely responsible for the compatibility of non-qualified products and non-factory-specified devices within the products. Beeline is not obliged to provide maintenance services because of improper use, inadequate site conditions, work performed by non-Beeline personnel without Beeline's authorisation, natural disasters or other causes beyond Beeline's reasonable control. Subject to the foregoing, Beeline will provide maintenance services for qualified hardware Products in mainland Scotland only (or mainland UK if previously agreed with the Customer). Maintenance services will be available during Beeline's normal business hours Monday to Friday, excluding English public holidays. If maintenance service is required out of the specified travel zone, such maintenance service may be provided at Beeline's discretion but will be subject to additional support charges, longer response time and reduced coverage hours. Beeline's obligations to provide maintenance service is subject to the Customer entering into a Support Registration Agreement with Beeline in terms of which the Customer will provide Beeline with all required information and in that case the maintenance service will be provided for a period of twelve months from the date of signing or such other period as may be agreed in such Support Registration Agreement.
Application and driver software support is not provided by Beeline and consumables will not be serviced by Beeline. Any replacement parts or units supplied by Beeline as part of the maintenance service shall be new or refurbished parts or units equivalent to new in performance. Replaced parts or units shall become the property of Beeline. Factory-specified engineering changes may be installed at the time of provision of maintenance services.
APPLICATION - These Terms and Conditions apply to any supply of Products or Services by Beeline to the Customer. The Terms and Conditions may only be varied by Beeline in writing. The placing or an order by a Customer with Beeline for the supply by Beeline of Products or Services implies acceptance by the Customer of these Terms and Conditions. These Terms and Conditions do not apply to a product purchased from a reseller or distributor nor is it a reseller or distribution agreement.
PRICE AND PAYMENT TERMS - Catalogues, price lists and other advertising literature or material as used by Beeline are intended to provide guidance only as to price and range of goods offered and any prices and the descriptions or other particulars contained therein shall not be binding on Beeline.
All prices are given by Beeline at the time of the order on an ex-works basis and the Customer is liable to pay for transport, packing and insurance. If before delivery of the Products there occurs any increase in any way of costs in respect of the Products which have not yet been delivered, the price payable may be subject to amendment without notice at Beeline's sole discretion.
Unless otherwise agreed in writing between Beeline and the Customer payment must be received by the Due Date.
Invoices will be raised and dated by Beeline on the date of despatch of the Products or provision of the Services, as the case may be. Invoices will be payable by the due date. Payments which are not received when payable will be considered overdue and will remain payable by the Customer together with interest at the rate of four per cent (4%) per annum above the base rate for the time being of the Bank of Scotland plc. Such interest shall accrue on a daily basis and be payable on demand both before and after judgement.
Notwithstanding despatch and the passing of risk in any Products to the Customer or any other provision of these Terms and Conditions, the property in such Products shall not pass to the Customer until Beeline has received in cash or cleared funds payment of the price of such Products and of all other Products previously agreed to be sold by Beeline to the Customer for which payment is then due.
In the event of the Customer failing to pay any sum properly payable and due by the Customer to Beeline in respect of any Products or Services supplied by Beeline to the Customer and notwithstanding that interest may be payable in terms hereof accordance Beeline shall be entitled to suspend the further supply of Products or Services to the Customer but such supply shall recommence immediately on the payment to Beeline of the aggregate of such outstanding sums and any interest due by the Customer on such outstanding sums.
DESPATCH/ DELIVERY /TITLE /RISK - Any time quoted for despatch and/or delivery is approximate. Despatch or delivery may be postponed because of conditions beyond Beeline's reasonable control, and in no event shall Beeline be liable for any damage or penalty for delay in said despatch or delivery. Risk shall pass to the Customer at the time the Products are despatched by Beeline or Beeline's authorised representative. Beeline accepts no liability for loss or damage caused by the carrier.
If Products have not been received, the Customer must notify Beeline within 7 days of the date of the invoice. If proof of delivery is required this must be requested within 14 days of the date of the invoice.
Notwithstanding despatch and the passing of risk in the Products to the Customer the property in the Products shall not pass to the Customer until Beeline has received in cash or cleared funds payment of the price of the products and of all the Products previously supplied by Beeline to the Customer for which payment is then due.
CANCELLATION/ RESCHEDULING - Any request by the Customer for cancellation of any order for or for rescheduling of delivery of the Products will only be considered by Beeline if made at least 12 hours before despatch of the Products and shall be subject to acceptance by Beeline at Beeline's sole discretion and will in any event be subject to a reasonable administration charge. The Customer will be liable to indemnify Beeline against all loss, cost (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
WARRANTY - Beeline warrants that it has good title to or license to supply the Products to the Customer. If any part of hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the products PROVIDED THAT no unauthorised modifications to the Products or to the system of which the Product forms part have taken place. Beeline is not responsible for the cost of labour or other expenses incurred in repairing or replacing defective or non conforming parts. All software Products supplied by Beeline in terms of these Terms and Conditions are supplied without alteration and the sole obligation of Beeline in connection with the supply of such software Products is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that any such software Product should fail to conform to its product description PROVIDED ALWAYS THAT the Customer notifies Beeline of any such non conformity within 90 days of the date of delivery of the applicable software Product. If Products are rejected by the Customer as not being in accordance with the Customer's order, Beeline will only accept the return of such Products provided that it receives written notification thereof giving detailed reasons for rejection. Beeline will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and when applicable the insurance company. Under no circumstances shall the invoiced Products be deducted or set off by the Customer until Beeline has passed a corresponding credit note.
Except as specifically set out in this clause, warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. Beeline may revise its limited warranties from time to time but any such change will not affect products ordered by the Customer prior to the date of such change.
INDEMNITIES AND LIMITS OF LIABILITY - Beeline will indemnify the Customer for direct physical injury or death caused solely by the negligence of Beeline's assigned employees acting within the course of their employment and the scope their authority and for direct damage to property caused solely by the negligence of its assigned employees acting within the course of their employment and the scope of their authority. Indemnity for damage to property will be limited in a fair and equitable manner to an amount that is reasonably proportionate to the price paid for twelve months maintenance service and in any event the total liability of Beeline shall be limited to £100,000 for any one event or series of connected events.
Beeline disclaims and excludes all liability to the Customer in connection with these Terms and Conditions including the Customer's use of the Products and in no event shall Beeline be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits arising from loss of data or in connection with the use of the Products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or use, merchantability, are hereby excluded.
The Customer shall indemnify and defend Beeline and its employees in respect of any claims by third parties which are occasioned by or arise from any Beeline performance or non performance pursuant to the instructions of the Customer or its authorised representative.
The Customer is solely responsible for the reconstruction of lost or altered files, data or programs and for the security of the Customer's proprietary, confidential and classified information.
RETURNS - Beeline reserves the right to levy an administration charge in respect of the rotation of Products and returns. Returns must be made subject to the following -
(a)prior authority having been obtained from Beeline which will be given at Beeline's sole discretion
(b)within 30 days of the date of the invoice
(c)subject to stock rotation policy
(d)the Products must be properly packed
(e)the Products must be in saleable condition
(f)the Products must be accompanied by a detailed packing list
(g)the Products are covered by warranty
Beeline reserves the right to reject any Products returned which do not comply with the aforementioned conditions but may, nevertheless agree to accept any Products returned in a non saleable condition and reserves the right to charge the Customer the cost of bringing the Products to a saleable condition.
FORCE MAJEURE - If Beeline is prevented, hindered or delayed from or in performing any of its obligations these Terms and Conditions by a Force Majeure Event (as hereinafter defined) then Beeline's obligations shall be suspended for so long as the Force Majeure Event continues and to the extent that Beeline is so prevented, hindered or delayed
TERMINATION - Beeline may terminate any Agreement for the supply of Products or Services to the Customer with immediate written notice if the Customer - (i)fails to pay by the Due Date (ii)becomes insolvent or unable to pay debts as they fall due
As set out above, in the event of the Customer failing to pay any sum properly payable to Beeline by the Due Date in respect of any Products or Services supplied by Beeline to the Customer, Beeline shall be entitled to suspend the further supply of Products or Services to the Customer, but such supply shall recommence immediately on payment to Beeline of the aggregate of such outstanding sums and any interest due by the Customer on such outstanding sums.
CONTRACT - These Terms and Conditions regulate the relationship between Beeline and the Customer in respect of the supply by Beeline of Products or Services to the Customer. Beeline accepts no liability for third parties provided with any Products or Services by the Customer notwithstanding that Beeline and the Customer may agree or have agreed that the Customer shall purchase Products and/or Services form Beeline and then resell such Products or Services to Third Parties even if as a matter of expediency such Products or Services are actually delivered directly by Beeline to the Third Party. In accordance with these Terms and Conditions it is the Customer who accepts full responsibility for making payment to Beeline for all such Products and Services and in the delivery of any such Products or Services to any Third Party on the account of the Customer, Beeline are acting only as the Agent of the Customer and any liability Beeline might have under these Terms and Conditions is solely to the Customer.
If for any reason whatsoever any one or more of the provisions of these Terms and Conditions shall be held or deemed to be unenforceable or invalid by any Court having jurisdiction the other provisions of these Terms and Conditions shall remain in full force and effect.
LAW - The parties hereby agree that the interpretation and enforcement of these Terms and Conditions shall be governed by Scots Law and hereby prorogate the non-exclusive jurisdiction of the Scottish Courts.