ECOM (UK) Limited Standard Terms and Conditions of Sale
These terms and conditions (“Terms”) apply to the supply of goods and services (as applicable) provided by ECOM of any computer hardware or software or software development, license, maintenance or other similar or associated items or materials. These Terms are divided into four parts; Sales, Services, General and Project Services. The General Terms apply to all contracts and dealings with ECOM. The remaining terms apply depending upon the service to be provided by ECOM.
PART 1 – SALE OF GOODS
The following terms and conditions in this Part 1 apply to the sale of Goods by ECOM.
1.1 Formation of Contract
1.1.1 ECOM will sell and the Customer will buy the Goods in accordance with ECOM’s written quotation (if accepted by the Customer) or the Customer’s written order (if accepted by ECOM) subject in either case to these Terms. No order submitted by the Customer is deemed to be accepted by ECOM unless ECOM confirms this in writing.
1.2 Accuracy of Order
1.2.1 The Customer is responsible for ensuring the accuracy of the terms and specification of any order (including any applicable specification) submitted by the Customer.
1.3.1 All software, whether supplied, installed or implemented is provided within the terms and conditions and license of the software provider.
1.3.2 If the software comprised in the Goods is not owned by ECOM then the Customer will be required to enter into an end user license agreement with the owner of the software concerned.
1.3.3 If any software has to any extent been written or developed by ECOM then subject to clause 1.3.2 above, ECOM hereby grants a non-exclusive, non-transferable license for the use of such software by the Customer for the duration of this Contract and all copies of such software are the property of ECOM and notwithstanding clause 1.5.1 no title or ownership thereof will be transferred to the Customer.
1.3.4 Where software has been written or developed by ECOM for the Customer, the Customer acknowledges that such software may only be compatible with the current versions of other software and/or hardware and ECOM provides no guarantee that it will be compatible with later versions of other software and/or hardware. For the avoidance of doubt, unless otherwise agreed between the parties in writing, ECOM is under no obligation to supply the Customer with any updates or add-ons to the software.
1.4.1 Delivery of the Goods will take place by ECOM delivering the Goods to the place agreed in writing with the Customer.
1.4.2 Any dates and times quoted for delivery are estimates only and are not of the essence of the contract. ECOM will not be liable for any loss or damage (howsoever arising) to the Customer should ECOM be unable to deliver the Goods within the quoted period.
1.4.3 ECOM is entitled to make partial deliveries by instalments and these Terms will apply to each partial delivery.
1.4.4 If the Goods are to be delivered in instalments, each delivery will constitute a separate contract and failure by ECOM to deliver any one or more instalments in accordance with these Terms will not entitle the Customer to treat the Contract as a whole as terminated.
1.5 Transfer of Property and Risk
1.5.1 Risk in respect of the Goods passes to the Customer at the time of delivery but the title in the Goods will not pass to the Customer until ECOM has received payment in full of the price of the Goods and all other goods agreed to be sold or services to be provided by ECOM to the Customer for which payment is then due.
1.5.2 Until title in the Goods has passed to the Customer, ECOM will be entitled at any time to require the Customer to deliver up the Goods to ECOM and, if the Customer fails to do so forthwith, it gives consent for ECOM to enter upon any premises the Customer owns, occupies or has control of where the Goods are stored and repossess the Goods.
1.5.3 Until title in the Goods has passed to the Customer, the Customer will hold the Goods as ECOM’s fiduciary agent and bailee, will not dispose of the Goods and will keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as ECOM’s property.