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Terms and Conditions of Sale

ECOM IT SOLUTIONS > Terms and Conditions of Sale

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 Software
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 Delivery
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.

1.6 Installation
1.6.1
Where ECOM’s written quotation for the sale of the Goods or the Customer’s written order for the Goods (if accepted by ECOM in accordance with 1.1.1) specifies installation of the Goods or ECOM otherwise undertakes any such installation then the Customer will complete all necessary works that may be required to receive the installation of the Goods including all necessary IT infrastructure and suitable electrical supply. If ECOM is prevented or delayed from carrying out the installation through no fault of ECOM then ECOM is entitled to charge the Customer at ECOM’s then current prices available on written request for any additional works carried out by or on behalf of ECOM to enable it to complete the installation and/or for compensation for any losses or costs incurred by ECOM by reason of such delay.

1.7 Warranty
1.7.1 The Goods supplied hereunder are warranted to be free from defects in materials and workmanship for a period of 90 days from the date of delivery by ECOM. The Customer must within the said period of 90 days notify ECOM in writing of any such defects and permit ECOM to inspect the Goods as required by ECOM. If the Customer does not so notify then the Customer will not be entitled to reject the Goods and ECOM will have no liability for such defect.
1.7.2 The above warranty only applies where the Goods have been properly used in accordance with the relevant manufacturer’s specifications and any instructions by ECOM and does not apply to any Goods that have been repaired or modified by anybody other than ECOM.
1.7.3 If a valid claim is notified under clause 1.7.1 above then ECOM may at its discretion repair or replace the Goods free of charge or refund the price of the Goods (or a proportionate part) in which case ECOM will have no further liability to the Customer.

1.8 Charges and Payment
1.8.1 In respect of the sale of Goods:
1.8.1.1 Payment will be made by the Customer on the date(s) agreed in writing between the Customer and ECOM at the point of order for the Goods or within 30 days in the absence of any agreement.

1.8.1.2 Invoices for Goods will ordinarily be issued on delivery of the Goods. If the Goods are specific to the Customer or if the Customer fails to take delivery when required ECOM may invoice the Customer at any time after the Goods become available.

1.8.1.3 ECOM may require the Customer at any time prior to delivery to pay a deposit to secure any order or part thereof.
1.8.1.4 Any quantity discount given by ECOM at the point of order may be removed if the order quantity is subsequently reduced.

1.9 Cancelling of an Order by the Customer

1.9.1 No order, which has been accepted by ECOM, may be cancelled by the Customer except with the agreement in writing of ECOM. If the order is cancelled the Customer shall pay fifty percent of the order value plus VAT of the cancelled order, which is to be paid within 30-days of ECOM’s invoice.

1.9.2 If a Customer order contains training all training must be paid in advance. Cancellation of training requires at least 48 hours written notice and in any event will only be refunded up to a maximum of 50% of the training fee.

1.9.3 Training that is booked in advance must be used within 12 months at which point the block booking expires and the Customer shall not be entitled to a refund for any training not used.

1.9.4 If a Customer order contains licensing, all licensing which has been ordered by ECOM to fulfil the order is non-refundable. Cancellation of the order which contains licensing will result in an invoice being generated to cover such licensing costs incurred by ECOM.