Sale Terms & Conditions

1. GENERAL

1.1 “The Seller”, means JAL Computers

1.2 “The Buyer” means the person, firm or company ordering or buying goods from the company; OR
means the person, firm or company accepting a quotation from the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller

1.3 “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.

1.4 “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 Seller.

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

1.6 “Writing” – includes telex, cable, facsimile transmission and comparable means of communication.

1.7 The Seller reserves the right to sub-contract the fulfilment of the Contract (including any installation) or any part thereof.

1.8 The Buyer shall not assign any rights under this agreement without the prior consent in writing of the Seller.

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

1.10 No waiver by the Seller of 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.

1.11 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 provisions in question shall not be affected thereby.

1.12 The Contract shall be governed by the laws of England and the parties shall submit to the sole jurisdiction of the English courts.

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(Also see 5.9).

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 agents 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 claims for breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or it’s employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. PRICE

3.1 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 14 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.

3.2 The Seller reserves the right, by giving 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 increase in the cost of labour, material or other costs of manufacture), any change in delivery dates, quantities and 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.

3.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and Seller, all prices are given on an ex-works the Seller 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.

3.4 Should any Goods become unavailable due to any factor beyond the control of the Seller then the Seller reserves the right to replace the goods with any of an equivelant value.

3.5 The price is inclusive of any applicable value added tax unless stated, which the Buyer shall be additionally liable to pay the Seller.

4. DELIVERY

4.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place at an agreed cost.

4.2 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.

4.3 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 of the instalments shall not entitle the Buyer to treat the Contract as whole as repudiated.

4.4 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 to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

4.5 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:

4.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, or
4.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage insurance 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.

5 GUARANTEE

5.1 The Seller hereby guarantees to the Buyer that:

5.1.1 The Seller shall free of charge either repair or, at its option, replace defective Goods where the defects appear under proper use within 24 (twenty four) months from delivery or such other period or periods as may be agreed in writing between the Seller and the Buyer whichever is the first to expire PROVIDED THAT:

5.1.1.1 Notice in writing of the defects complained of shall be given to the Seller upon their appearance, and
5.1.1.2 such defects shall be found to the Seller’s reasonable satisfaction to have arisen solely from the Seller’s faulty design, workmanship or materials

5.1.2 For the avoidance of doubt, defects will not be regarded as having arisen solely from the Seller’s faulty design, workmanship or materials in any of the following circumstances

5.1.2.1 Where such defects arise from any drawing, design or specification supplied by the Buyer; or
5.1.2.2 Where such defects arise from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval, or
5.1.2.3 Alternatively to Condition 5.1.1 the Seller shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price shall have already been paid by the Buyer to the Seller, or, if such price has not been paid, to relieve the Buyer of all obligation to pay the sum by the issue of a credit note in favour of the Buyer in the amount of such price

5.1.3 The guarantee does not extend to hardware or software not supplied or installed by the Seller nor does the guarantee extend to any faults caused solely by the Buyer changing system or software configurations or settings. A charge will be levied to remedy such faults.

5.1.4 The guarantee does not extend beyond the United Kingdom

5.2 The Buyer agrees to insure itself against loss and damage arising from the circumstances identified in clause 5.1.2

5.3 In respect of all Goods supplied to the Seller by a Third Party Supplier the Seller will pass on to the Buyer (in so far as possible) the benefit of any warranty given to the Seller by such Third Party Supplier and will (on request) supply to the Buyer details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such solely responsible to the entire exclusion of the Seller from complying with the same

5.4 The Seller’s liability under this Condition shall be to the exclusion of all other liability to the buyer whether contractual, tortuous or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and subject to Condition 5.7, 5.8 and 5.9 all other Conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded, in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, common law or otherwise however.

5.5 Subject to Conditions 5.7, 5.8 and 5.9 and notwithstanding anything contained in these Conditions (other than Conditions 5.7, 5.8 and 5.9) or the Contract, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise, and whatever the cause thereof (i) for any loss of profit, business contracts, revenue or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever

5.6 Subject to Conditions 5.7, 5.8 and 5.9 and notwithstanding anything contained in these Conditions (other than Conditions 5.7, 5.8 and 5.9) or the Contract, the Seller’s liability to the Buyer in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Contract.

5.7 If and to the extent that sections 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 apply to the Contract, no provision of the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Contract by section 12(3) of the Sale of Goods Act 1979 or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract.

5.8 If and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract nothing in the Conditions shall operate or be construed so as to exclude or restrict the liability of the Seller for death or personal injury caused by reason of the negligence of the Seller or of its servants, employees or agents.

5.9 Where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these Conditions.

5.10 The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Seller to the Buyer of such cause, the Seller may be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this Condition, ‘Force Majeure’ means:

5.10.1 Act of God, explosion, flood, tempest, fire or accident, war, or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority, import or export regulations or embargoes, strikes, lockouts, or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

5.11 The Buyer accepts as reasonable that the Seller’s total liability for any Goods which are defective shall be as set out in these Conditions; in fixing that limit the Buyer and the Seller have had regard to the source specification and Contract price of the Goods, their nature, the use they will receive, and the resources available to each party including servicing facilities and insurance cover, to meet any liability.

6 HEALTH AND SAFETY

6.1 The Buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information on the Goods as is in the Seller’s possession to ensure that as far as is reasonably practicable they are reasonably safe and without risk to health when properly used.

7 CONFIDENTIALITY

7.1 The Seller shall use all reasonable endeavours to keep confidential all information relating to the Buyer’s business to the extent that the Seller safeguards information relating to its own business for so long as and to the extent that such information is and remains unpublished and is not known to the Seller at the time of disclosure by the Buyer or is not thereafter lawfully obtained by the Seller from a third party.

8 DESPATCH AND PAYMENT

8.1 Subject to any specials terms agreed in writing between the Buyer and 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.

8.2 The Buyer shall pay the price of the Goods on collection of the goods notwithstanding that delivery may not have taken place and 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.

8.3 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:

8.3.1 Cancel the Contract or suspend any further deliveries to the Buyer

8.3.2 Demand payment of all outstanding balances whether or not due and or cancel any outstanding orders from the Buyer

8.3.3 Appropriate any payment made by the Buyer for such of the Goods (or the Goods supplied under any other Contract between the Buyer and Seller) as the Seller may think fit (notwithstanding any purported appropriation by the buyer) and

8.3.4 Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 8% above the Bank of England Base Rate from time to time, until payment is made in full. 8.3.5 In the case of export orders, payment shall be in pounds sterling unless otherwise agreed in writing signed by the Seller’s authorised representative

9 TITLE RETENTION

9.1 Until the purchase price of the Goods comprised in this or any other Contract between the Seller and the Buyer and all other sums whatsoever which are or shall become outstanding from the Buyer to the Seller shall have been paid or satisfied in full (and if by cheque, then only upon clearance)

9.2 The property in the Goods remains vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein)

9.3 The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property

9.4 The Buyer shall on request inform the Seller of the precise location of each item of the Goods identified where applicable by its serial number, by supplying the Seller at the Buyer’s expense within seven days of the Seller’s request with a written schedule of the said locations

9.5 The Buyer may sell the Goods in the normal course of its business and may pass good title to its customers being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:

9.5.1 The seller shall be entitled immediately as a result of its ownership of the Goods, for the beneficial ownership of the proceeds of such sale which the Buyer shall accordingly hold as fiduciary for the Seller

9.5.2 The Buyer shall account to the Seller on demand with the said proceeds of sale provided that no such demand shall be made by the Seller in the absence of its having reasonable cause making payment for the Goods on the terms contained herein;

9.5.3 The Seller shall be entitled to make a claim directly against the Buyer’s customer for any purchase monies unpaid by such customer provided that no such claim shall be made by the Seller in the absence of its having reasonable cause to believe that the Buyer might default in making payment for the Goods on the terms contained herein;

9.5.4 The Seller may at any time revoke the Buyer’s said power of sale in the event of the insolvency of the Buyer.

9.5.5 The Buyer shall notify the Seller without delay of any attachment of the Goods or actions by third parties which might infringe our title to the Goods

9.5.6 Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale and the Seller shall be entitled to claim from the buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.

9.5.7 Until title to the Goods has passed to the buyer, the Buyer shall not purport to be the owner of the Goods and shall not show the Goods as stock in the Buyer’s accounts.

9.5.8 Nothing in these Conditions shall:

9.5.8.1 Entitle the Buyer to return the Goods or to delay payment thereof; or
9.5.8.2 Constitute or be deemed to have constituted the Buyer as the Seller’s agent; or
9.5.8.3 Render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods; or
9.5.8.4 Prevent the Seller from maintaining an action for the price not withstanding that the property in the Goods may not have passed to the Buyer

10 LIEN

10.1 The Seller retains a general lien on any of the Buyer’s equipment or materials in its possession for any unpaid balance the Buyer may owe to the Seller. The Seller shall be entitled to sell such equipment or materials in the event that payment is not made in full within 28 days of notice given to the Buyer by the Seller of its exercise of the lien. The proceeds of sale may be taken by the Seller for reimbursement of the expense of exercise of the lien and the sale, and payment of the said balance, and the Seller shall account for any surplus.

11 CREDIT POLICY AND PAYMENT INFORMATION

11.1 If you do not have a credit account open with us, please ask for a credit application form. Accounts usually take 10 days to set up, but this period can be reduced if this is specifically requested. Our Credit Controller will be pleased to assist with any problems related to credit.

11.2 We are pleased to offer credit terms to qualified parties. Our credit terms are 30 days net from date of invoice. Statements are sent out at monthly intervals to enable you to check your current invoices paid and due. Accounts with overdue balances will be placed on credit hold. This means that no further goods will be shipped and all support and repair/warranty services withdrawn until the account is brought into order. Repeated failure to keep to our credit terms will result in the permanent loss of credit facility.

11.3 Payment may also be made by credit card. We accept payment by VISA; MasterCard; Switch and Delta.

12 BUYERS PROPERTY

12.1 The Buyer’s property supplied to the Company by or on behalf of the Buyer shall, while it is in the possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk and the Buyer shall insure accordingly.

12.2 The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer’s property left with the Company before receipt of the order or after notification to the Buyer of completion of the work.

13 LOSS OR DAMAGE IN TRANSIT OR NON DELIVERY

13.1 The Buyer shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery 7 days after the due date for delivery.

14 LATE DELIVERY

14.1 Whilst the Company will use its best endeavours to deliver the Goods in accordance with the Buyer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.

15 DEFECTIVE PRODUCTS

15.1 The Company’s liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or other such compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measure shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the Buyer PROVIDED, always that these conditions do not exclude or restrict the Company’s liability for death or personal injury arising from its negligence.

15.2 Goods returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase. Before returning items, please ring our engineers for authorisation to return items – a discussion of the problem may assist in rectifying faults before goods are returned! It is your responsibility to ensure that any goods returned are properly insured. We will not be responsible for goods returned to us that are lost in transit. This document does not in itself constitute an offer for sale. We reserve the right to vary the specification of any item, withdraw, modify or amend any item without prior notice.

16 EXPORT CONTROL

16.1 The Buyer shall not resell outside of the UK any of the Products covered by the Export of Goods (Control) Order 1987 (or any re-enactment thereof) or the Export Administration Act 1979 (as amended) of the USA (or any re-enactment thereof) without obtaining all necessary licences there under and will not resell such goods within the UK to a purchaser knowing (or being given reasonable grounds to suspect by the purchaser) that the purchaser intends to export such goods without first obtaining either such licences or a copy of such licences obtained by the purchaser.

17 RECRUITMENT OF EMPLOYEES

17.1 The parties hereto accept that either party will suffer loss if a member of their staff accepts an offer of permanent employment with the other party during the continuance of this contract and six months thereafter. If such a member of the party’s staff accepts such an offer of employment with the other party other than as a result of a relevant bona fide employment advertisement in the national, local or trade press, the new employing party agrees to pay the other party the equivalent of six months salary for that member of staff. The provisions of this clause shall apply to subsidiaries, associates and parent companies of either party.

18 CANCELLATION

18.1 The Company may withhold or cancel further or any deliveries under the contract of sale and may recover all losses resulting therefrom if the Buyer:

18.1.1 Fails to make payment on the due date under any contract with the Company, or
18.1.2 Enters into a composition with its creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a Court shall order it to be wound up, or commits an available act of bankruptcy, or
18.1.3 Is in breach of any items or conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights)

19 'COOLING OF PERIOD'

19.1 The buyer has the right to a 7 day cooling of period from the day of receipt of the ordered goods (except where exceptions to the right to cancel apply see 19.3 & 19.4)

19.2 If the buyer cancels within this period then the buyer must inform the supplier in writing within the cooling of period either by recorded letter, fax or in person (a telephone call or e-mail is not accepted)

19.3 The buyer is exempt from a cooling of period if they have ordered a system to their specification (this does not apply to standard advertised systems that have been upgraded via the options on this website)

19.4 computer software that has its seal broken is excempt from the cooling of period provision

19.5 If the buyer exercises the unconditional right to cancel under the cooling off provision then:

19.5.1 the ownership of the goods will revert to the seller
19.5.2 the buyer will be responsable for the 'reasonable care' of any such goods supplied
19.5.3 any goods that cannot be sold again as new will not be refunded
19.5.4 any software that has been opened will not be refunded
19.5.5 the buyer is responsable for the return and adequate insurance of any goods being returned
19.5.6 any such goods are to be returned within 21 days of cancellation
19.5.7 the seller will refund within 30 days of receipt of the goods (those not affected by clause 19.5.3) any monies paid by the buyer for the said goods

The exercise of rights under condition 5.10 (Force Majeure) shall be without prejudice to the Company’s other rights and remedies.