Business Terms and Conditions
 

1.         Interpretation

1.1       “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.

“Seller” means Wentworth Computer Holdings Limited trading as Genisys Group (registered in England under number 2144902).

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“Contract” means the contract for the purchase and sale of the Goods.

“Writing” includes email, cable, facsimile transmission and comparable means of communication.

1.2       Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3       The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

2.         Basis of the Sale

2.1       The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made, or purported to be made, by the Buyer.  Any software included in or comprising the Goods is sold subject to the terms of any end user agreement if required by the manufacturer or supplier of such software.

2.2        No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.3        The Seller's employees or agent are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not confirmed.

 

3.          Orders and Specifications

3.1        No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller's authorised representative.

3.2        The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3        The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4        No order which has been accepted by the Seller may be cancelled by the Buyer nor may any returning of Goods by the Buyer be made to the Seller except with the agreement in Writing of the Seller and on term that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation or return of the Goods.

 

4.           Price of the Goods

4.1         The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order.  All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2         The Seller reserves the right, by giving reasonable notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases on the costs of labour, materials or other costs of manufacture), or change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. The Buyer is entitled to cancel the order by notifying the Seller in writing if they are not willing to accept the change in price or delivery date.

4.3         Except as otherwise stated under terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and, where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.

4.4         The price is exclusive of any applicable value added tax, which the Buyer shall be liable to pay to the Seller.

 

5.          Terms of Payment

5. 1       Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2        The Buyer shall pay the price of the Goods (without any other deduction) within 28 days of the date of the Seller's invoice, and the Seller shall be entitled to recover the price, notwithstanding that the property in the Goods has not passed to the Buyer.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

5.3        If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1     cancel the Contract or suspend any further deliveries to the Buyer.

5.3.2     appropriate any payment made by the Buyer to such of the Goods (goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer): and

5.3.3     charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Lloyds TSB Plc base rate from time to time, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).

 

6.          Delivery

6.1        Delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer’s premises at any time after the Seller has notified the Buyer that the Goods are being dispatched or, if some other place for delivery is agreed, by the Seller delivering the Goods to that place.

6.2        Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.  Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3        Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4         If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited so the excess (if any) of the cost to the Buyer of similar Goods to replace those not delivered over the price of the Goods.

6.5         If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1     store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or

6.5.2     sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

 

7.          Risk and Property

7.1        Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1     in the case of Goods to be delivered at the Seller's premises, at the time of delivery.

7.1.2     in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

7.2        Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

7.3        Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4        Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at anytime to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7.5        The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

 

8.          Warranties and Liabilities

8. 1       Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Term. Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier of the Goods to the Seller or the Buyer.

8.2        Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

8.3        Any claim by the Buyer in relation to the Goods, (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery.  If delivery is made, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. The Seller will endeavour to assist the Buyer whenever possible with any claim notified after 7 days dependant on the manufacturers terms.

8.4        Where any valid claim in respect of any of the Goods is notified to the Seller in accordance with these Conditions, the Seller shall so far as it can give the Buyer the credit of any recovery under any such warranty or guarantee as is given by the manufacturer or supplier of the Goods to the Seller, but the Seller shall have no further liability to the Buyer. The Seller shall not be liable for any claim which the Buyer as end user may claim under the terms of' any end user agreement required by the manufacturer or supplier of any software included in or comprising the Goods.

8.5        Except in respect of death or personal injury caused by the Sellers negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.6        The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control.

 

9.          Insolvency of Buyer

9.1        This clause applies if:

9.1.1     the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or

9.1.2     an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer: or

9.1.3     the Buyer ceases, to carry on business: or

9.1.4     the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2        If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and, if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

10.        General

10.1      Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing and addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2      No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3      If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4      The Contract shall be governed by the laws of England and the Buyer and the Seller agree to submit to the non-exclusive jurisdiction at the Courts of England.