1.0 APPLICATION OF TERMS
1.1 Subject to any variation under condition 1.2, contracts of sale of goods or services entered into by the Company shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which a Customer purports to apply under any purchase order, confirmation of order, specification or other document).
1.2 Any variation to these conditions and any representations about goods or services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out or referred to in the Company’s quotation.
1.3 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
1.4 Any quotation is valid for a period of 7 days only from its date unless otherwise stated, provided that the Company has not previously withdrawn it.
1.4.1 All quotations for labour including but not limited to, day rates, hourly rates, fixed installation times, are quoted as best estimate. In the event of unforeseen circumstances extending any works undertaken by the company, further labour charges will be payable by the customer to include additional travelling times and fuel surcharge.
1.5 An order or service level agreement provided by AIS shall supersede any third party providers service level agreement, where the timescales within the third parties agreements are higher than those within the AIS’s. If any third party breaches their own service level agreement, which is out of AISs control, AIS will not be held responsible for this.
If the Client submits an Order for Third-Party Services, the Client’s continued use of the Services shall be deemed as confirmation that the Client has accepted all terms and conditions of the Third-Party Provider. AIS will publish any 3rd party services on its company website which can be found at www.aag-it.com/legal
2.0 DESCRIPTION & DELIVERY OF GOODS/SERVICES
2.1 The quantity, description and specification of goods or services shall be as set out in the Company’s quotation or acknowledgement of order.
2.2 Unless otherwise agreed in writing by the Company, delivery of goods shall take place at the Company’s place of business.
2.3 Any dates specified by the Company for delivery are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, Delivery shall be within a reasonable time.
2.4 If for any reason the Customer fails to accept delivery, or the Company is unable to deliver on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: risk in goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence); the goods shall be deemed to have been delivered; the Company may store the goods until actual delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); the Company may dispose of or destroy the goods after being stored for 30 days, and the Customer shall be liable for all related costs and expenses of disposal or destruction.
2.5 The Company may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these terms. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment.
2.6 The Company shall not be liable for any non-delivery of goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within 5 days of the date when the goods would in the ordinary course of events have been received. Any liability of the Company for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such goods.
3.1 The goods are at the risk of the Customer from the time of delivery.
3.2 Ownership of the goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the goods, and all other sums which are or which become due to the Company from the Customer on any account.
3.3 Until ownership of the goods has passed to the Customer, the Customer shall: store the goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and maintain the goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
3.4 The Customer’s right to possession of the goods shall terminate immediately if:
3.4.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
3.4.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade.
3.5 The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
3.6 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
3.7 Where the Company is unable to determine whether any goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
3.8 The Company’s rights set out in this clause 3 survive termination of any Contract.
4.1 Unless otherwise agreed by the Company in writing, the price for the goods or services shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
4.2 The price for the goods or services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the goods or services.
4.3 A credit note shall be issued by the Company if the Customer returns packaging (marked as returnable) within 10 days of the date of the relevant invoice.
4.4 All return requests will only be accepted based on their eligibility to be returned to the company’s suppliers. All returns are subject to a restocking fee of £25 or 25% of the original sales value, whichever is the greater. Acceptance of returns is solely at the discretion of the company and subject to clauses in section 12.
5.1 Subject to condition 5.4, payment of the price for the goods is due in pounds sterling 30 days from the date of invoicing for the goods or services which are delivered or deemed to be delivered.
5.1.1 Where the payment of an AAG IT Services Support Contract is concerned, the full monthly payment amount must be received by AAG IT Services no later than 7days from the date of invoice either via direct debit or standing order, unless otherwise agreed.
5.2 Time for payment shall be of the essence.
5.3 No payment shall be deemed to have been received until the Company has received cleared funds.
5.4 All payments payable to the Company shall become due immediately on the Customer’s breach of any contract despite any other provision.
5.5 The Customer shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
5.6 If the Customer fails to pay the Company any sum due the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.1 Where the Company is not the manufacturer of the goods, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
6.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 3 months from the date of delivery, the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and any services shall be performed of reasonable care and skill.
6.3 The Company shall not be liable for a breach of any of the warranties in condition 6.2 unless: the Customer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 2 working days of receipt of delivery; and the Company is given a reasonable opportunity after receiving the notice of examining such goods and the Customer (if asked to do so by the Company) returns such goods to the Company’s place of business for the examination to take place there.
6.4 The Company shall not be liable for a breach of the warranties in condition 6.2 if: The Customer makes any further use of such goods after giving such notice; or the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice; or the Customer alters or repairs such goods without the written consent of the Company.
6.5 Subject to condition 6.3 and condition 6.4, if any of the goods or services do not conform with any of the warranties in condition 6.2 the Company shall at its option repair or replace such goods (or the defective part) or refund the price of such goods or services at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, return the goods or the part of such goods which is defective to the Company.
6.6 If the Company complies with condition 6.5 it shall have no further liability for a breach of any of the warranties in condition 6.2.
7.0 LIMITATION OF LIABILITY
7.1 Subject to condition 2, and condition 6, 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: any breach of these conditions; any use made or resale by the Customer of any of the goods or services, or of any product incorporating any of the goods; and any representation, statement or tortuous act or omission including negligence arising under or in connection with these conditions.
7.2 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.
7.3 Nothing in these conditions excludes or limits the liability of the Company: for death or personal injury caused by the Company’s negligence; or under section 2(3), Consumer Protection Act 1987; or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
7.4 Subject to condition 7.2 and condition 7.3: 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 theCompany 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.
8.1 The Company may assign the Contract or any part of it to any person, firm or company.
8.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
9.0 CIRCUMSTANCES BEYOND THE COMPANY’S REASONABLE CONTROL
The Company reserves the right to defer the date of delivery or to cancel a contract or reduce the volume of the goods or services ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
10.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
10.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
10.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
10.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
10.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
10.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
11.0 SPECIAL ORDERS
11.1 All products and services that are deemed to satisfy the conditions of a special order at the time of ordering are deemed non-returnable. This includes, but is not limited to, custom built servers and pc’s, all DELL branded equipment, all software’s and nonstandard equipment of any description. It will be made clear that an item is non-returnable at the time of purchase.
12.0 RETURNS POLICY
12.1 If the need for a return has been identified, whether due to AAG I.T Services Limited (AAG) error, Customer error and or Vendor error, this needs to be reported to AAG within 3 working days of receipt of delivery
12.2 If any good(s) are ordered in customer error: AAG will require authorisation from the Vendor for the good(s) supplied before accepting a return(s).
12.3 If the packaging of the good(s) is opened your return(s) may be rejected, subject to the Vendor’s terms and conditions.
12.4 If a return(s) is an AAG error, this will be collected free of charge and a credit will be applied to the Customer’s account.
12.5 If an advanced replacement is required, then AAG will arrange for this to be completed, subject to availability. Before an advanced replacement will be approved, signed confirmation via the AAG electronic signature tool will be required from the Customer ensuring that the original good(s) delivered will be returned.
12.6 Any good(s) received by AAG without a valid Returns Number will be returned to the Customer.
12.7 Any good(s)/packaging that are delivered in a damaged condition, must be signed for with the courier as damaged on delivery. AAG must be notified within 2 working days of the damaged condition.
12.8 If the return(s) is due to Customer error, the Customer will need to return the good(s), within 3 working days of the return(s) being issued back to AAG at the Customer’s own cost. If the good(s) are not returned to AAG within this time frame, AAG reserve the right to reject the claim.
12.9 If the return(s) has been confirmed to be a Customer error, the manufacturer’s packaging needs to be in pristine condition. If the manufacturer’s seal has been broken the good(s) will be returned to the Customer and payment in full will be required
12.10 AAG is not responsible for loss or damaged packages of good(s) that are being returned under our Returns Policy. Please insure your return and obtain a tracking number as a safeguard. AAG also recommend you utilise appropriate and adequate packaging when shipping your return(s) to avoid damage to the product.
12.11 P.O. Box addresses are NOT accepted for returns. You must provide us with a physical address to continue with our Returns Policy. If a P.O. Box is used, AAG will not be responsible for lost packages.
12.12 Damages, defects or missing goods must be reported within 5 business days of receipt of good(s).
12.13 International Customers are responsible for custom charges including, but not limited to, brokerage, taxes, duties and other fees.
12.14 Replacements are processed upon product availability.
12.15 Any personal data should be removed before returning products to AAG. AAG is not liable for loss or misuse of any personal data stored on returned products.
12.16 AAG will attempt to collect a return(s) from a Customer’s location a maximum of 3 times before the return is cancelled.