1. GENERAL. M.A.C Solutions (UK) Ltd (Company) only do business based upon the following Conditions of Sale and all orders are accepted and executed on the understanding that these Conditions are incorporated into any Contract with a Customer. The Contract shall be 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 Customer. Your instructions to proceed with the transaction will amount to your acceptance of these Conditions of Sale
2. LEGAL FRAMEWORK. Unless otherwise agreed in writing or laid out in this document the ORGALIME S 2012 General Conditions for the Supply of Mechanical, Electrical and Electrical Products and ORGALIME SW 14 General Conditions for Computer Software shall apply as appropriate to all transactions unless otherwise set out in these Conditions of Sale. In the event of an inconsistency between these Conditions of Sale and the ORGALIME S 2012 General Conditions for the Supply of Mechanical, Electrical and Electrical Products or ORGALIME SW 14 General Conditions for Computer Software these Conditions of Sale will prevail. The ORGALIME S 2012 and SW 14 terms and conditions are available to registered users via our website: http://www.mac-solutions.net or by contacting order administration by phone, fax or email.
3. END OF LIFE DISPOSAL. Customer is responsible for correctly disposing of items purchased from the Company in accordance with applicable WEEE regulations
4. PRICES. All orders will be invoiced at prices set out in the quotation or the price ruling at the Checkout for on-line orders with additional charges for Carriage and VAT at the applicable rate.
5. DELIVERY. Every attempt will be made to meet quoted delivery times but time shall not be of the essence unless specifically agreed in writing.
6. GOODS RETURNED FOR CREDIT.
6.1 Goods can only be returned for credit in the following circumstances:
(a) Software Goods:
(i) license code has either not yet been provided by the Company to the Customer or not used by the Customer; and
(ii) 30 days has not passed from the invoice date.
(b) Hardware Goods:
(i) if the original manufacturers purchase terms has a returns policy and the Customer has complied with the terms of such policy; and
(ii) the Hardware Goods are undamaged with packaging intact.
6.2 Providing point 6.1 is complied with, Returns will only be accepted after the Company has issued written agreement to the Customer setting out any conditions for the acceptance of the goods returned.
6.3 Each return accepted by the Company will be subject to a restocking fee payable by the Customer of 15% of the net price paid excluding VAT and any Carriage will be at the Customers expense. The restocking fee may be deducted from the monies already received from the Customer, and any balance shall then be repaid to the Customer.
6.4 No returns will be accepted by the Company if the Customer has accessed the license code, and no refund will be made for any engineer time used.
7. CANCELLED ORDERS. Unless otherwise agreed the Customer shall only be entitled to cancel its order for products by providing the Company written notice at least thirty (30) days prior to the scheduled shipment date, and then only in accordance with ORGALIME S 2012 General Conditions for the Supply of Mechanical, Electrical and Electrical Products.
8. PAYMENT TERMS.
8.1 For Customers with a credit account, payments terms shall be in accordance to those set out in ORGALIME S 2012 General Conditions for the Supply of Mechanical, Electrical and Electrical Products or those agreed in writing.
8.2 For Customers purchasing on-line, Orders are processed only when cleared funds have been received.
8.3 Any invoice outstanding beyond the agreed period will be referred to external collection agencies and will be subject to an administration surcharge payable by the Customer of 17.5% of the total invoice value plus VAT to cover the collection costs incurred.
8.4 This surcharge together with all other charges and legal fees incurred on any collection action (pre and post the start of court action) will be the responsibility of the Customer and will be payable by the Customer on demand and on an indemnity basis.
8.5 In addition to the surcharge, interest will accrue on any late payment at 8% per annum.
9. RETENTION OF TITLE.
9.1 The legal and beneficial title of Software Goods shall not pass to the Customer until:
9.1.1 The license code has been supplied or made available to the Customer by the Company; and
9.1.2 The Company has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Company and the Customer has repaid all moneys owed to the Company, regardless of how such indebtedness arose.
9.2 The legal and beneficial title of Hardware Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Company and the Customer has repaid all moneys owed to the Company, regardless of how such indebtedness arose.
10. LIMITATION OF LIABILITY
10.1 Subject to the provisions of ORGALIME S 2012 General Conditions for the Supply of Mechanical, Electrical and Electrical Products and the ORGALIME General Conditions for Computer Software the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
10.1.1 any breach of these Terms and Conditions or the Contract;
10.1.2 any use made (including but not limited to modifications) or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Terms and Conditions excludes or limits the liability of the Company:
10.3.1 for death or personal injury caused by the Company’s negligence;
10.3.2 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
10.3.3 for fraud or fraudulent misrepresentation.
10.4 Subject to sub-Clauses 10.2 and 10.3:
10.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
10.4.2 the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11 SUPPORT PERIOD
11.1 Article 27 of the ORGALIME S 2012 shall not apply for Computer Software transactions instead the Company will offer a 90 day support period from the date of invoice (‘Support Period’) for the Customer in accordance with this clause 11. In the case where a software supplier offers more than 90 days support then the original software suppliers support period shall apply.
11.2 The Company agrees to provide online and telephone technical guidance and advice throughout this Support Period to the Customer. Telephone support is provided between the hours of 08:45 and 17:15 GMT/BST and is not available on UK national holidays and Company shutdown periods.
11.3 The Customer must, by written notice, inform the Company of their support needs within 2 working days of the problem arising, the Company will then in their absolute discretion assess what support is required and will provide what support they deem appropriate. Time shall not be of the essence. No liability is accepted by the Company for support given under this clause 11 save in the case of negligence or breach of contract in which case such liability will be limited in accordance with clause 10.
11.4 The Company will not provide free support during the Support Period for those problems that the Company considers have been caused by Customer negligence, deliberate error or due to lack of understanding in the use of the Goods supplied.
11.5 Any support requested by the Customer or provided by the Company not in accordance with this clause will be charged at the Company’s standard rates.