Terms of Sale

Pro2col Limited

General Terms and Conditions of Sale

April 2016

1. TERMS AND CONDITIONS
• These Terms and Conditions (“Terms”) will govern the sale and licence of all goods and services offered by Pro2col Ltd (“Pro2col”). By ordering or accepting delivery of goods or services, the customer (“you”) accepts and agrees to these Terms.
• These Terms contain the entire agreement between the parties superseding all prior discussions, representations, promotional material, website content, document, correspondence, or any other terms. You acknowledge that you have not placed reliance upon any terms, representations, conditions or warranties, express or implied by statute, common law or otherwise, other than expressly set out in these Terms.
• These Terms will apply in place of and prevail over any terms that may be implied by trade practice or course of dealing, or any terms that may be contained in any purchase order or other document of customer. Pro2col’s staff are not authorised to alter the Terms under any circumstances. Any variation to these Terms must be agreed to in writing and signed by a director of Pro2col. For some products and services additional terms may apply, which Pro2col will provide to you.
• Any quotation or estimate by Pro2col does not constitute an offer. A contract will only come into existence upon the earlier of a written acceptance by Pro2col of your order or upon delivery of goods to you. You are responsible for ensuring the accuracy of any order. Once a contract is formed, it may not be cancelled by you without Pro2col’s written consent. You agree to indemnify Pro2col against all losses including loss of profits, costs, damages, charges and expenses arising from your cancellation. In the event that Pro2col agrees to your cancellation, Pro2col reserves the right to apply a cancellation charge of fifty pounds (£50) or 25% of the price of the cancelled order, whichever is greater. Refunds will not be given for items that have been opened or which have not been returned within 7 days.

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2. PRICE AND PAYMENT
• Prices are as per our published list price from time to time. Pro2col reserves the right to change its prices prior to delivery due to changes in market conditions, and at any time to correct errors or misprints. All prices exclude delivery costs which will be charged at the rate prevailing at the time. All prices and delivery costs exclude VAT.
• Unless otherwise specified by Pro2col in writing, payment is required in cleared funds at the time of order. To open a credit account with Pro2col, you will need to complete a signed credit account application form. The opening of a credit account is subject to credit checks and satisfactory references being provided.
• If Pro2col grant you credit you must adhere to PRO2COL’S payment terms – which is payment strictly within 30 days from the date of invoice. Pro2col reserves the right at any time to stop supplying goods and services to you at Pro2col’s absolute discretion.
• Payment is required in £ Sterling unless otherwise agreed. Time of payment is of the essence. Payment must be made in full without any deduction or set off. Overdue amounts may incur interest at a rate of 3% above HSBC Bank Plc’s annual base rate from time to time (to accrue from day to day) after as well as before any judgment and you shall indemnify Pro2col against the cost of recovering any outstanding amounts.

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3. DELIVERY RISK, TITLE AND RETURNS
• Any delivery dates quoted are estimates only, and Pro2col will not be liable for any delay in delivery howsoever caused. Time of delivery is not of the essence. Delivery by instalments may be made and each such delivery will be treated as a separate contract, unless otherwise agreed by Pro2col in writing.
• Risk in goods will pass to you on delivery. Property in the goods will remain with Pro2col until Pro2col has received in cleared funds full payment for the goods and for all other goods and services sold to you. Until such time as property in the goods passes to you, you undertake: (i) to keep the goods separate and identifiable as Pro2col’s goods; (ii) to keep the goods properly protected and insured for their full value; (iii) not to encumber, sell, lease or otherwise part with possession of the goods, and if you do sell them to hold the proceeds separately on Pro2col’s behalf; and (iv) to give Pro2col access to any premises where the goods are stored to inspect or recover the goods at any time.
• If you have not received the goods you must inform Pro2col in writing and by telephone within 5 working days of the date of invoice. Goods must be properly inspected by you on delivery. Any shortages, non-conformity with description or defects or damage reasonably apparent on a proper inspection must be notified to Pro2col by telephone immediately and in any event, in writing within 5 working days of receipt of the goods. Late claims will not be entertained.
• In the event goods needs to be returned to Pro2col for any reason, you must first obtain Pro2col’s prior authorisation, and if approved Pro2col will provide you with a returns number which must be marked on the outside of the package. Goods returned to Pro2col without proper authorisation or which have been damaged in transit will not be accepted.

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4. LIMITATION OF WARRANTY
• Pro2col warrants that the goods sold to you will be the goods you ordered as outlined by Pro2col in writing in its order acceptance. Other than this, you acknowledge that Pro2col is only a reseller and does not manufacture goods. You will be entitled to the benefit of any warranties and remedies offered by the manufacturer. ACCORDINGLY, FOR ANY DEFECTS OR PROBLEMS WITH THE GOODS YOU AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES PROVIDED BY THE ORIGINAL MANUFACTURER, IF ANY. It is your responsibility to liaise directly with and yourself return any problem items to the manufacturer. Pro2col is unable to attend your premises to fix such items free of charge. To cover such contingent cost it is recommended you take out an on-site maintenance contract when you buy the product. Generally, warranties do not cover consumables or items which are designed to have a limited working life.
• In respect of any goods or services supplied, Pro2col will not under any circumstances be liable for any loss or damage caused by fair wear and tear, accident, misuse, wilful damage, negligence, incorrect installation, abnormal working conditions, failure to follow Pro2col’s or the manufacturer’s instructions or any repairs, alterations or attachments not authorised by Pro2col.

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5. SERVICES, DATA AND SOFTWARE
• In the event that Pro2col provides you with any advice, recommendations, maintenance, tips or suggestions (whether in person or through any of Pro2col’s publications), or otherwise assists you in any way or carries out any other services (together referred to as “services”), unless you are separately charged and pay for such services the following shall apply: (i) the services are requested, followed or acted upon by you entirely at your own risk; and (ii) Pro2col will not be liable to you in any way in respect of such services.
• Where you are separately charged for services Pro2col provides to you, the services will be subject to separate written terms provided by Pro2col. In the event that you are charged for services and no separate written terms are provided to you, Pro2col will provide such services with reasonable care. THE FULL EXTENT OF PRO2COL’S LIABILITY IN RESPECT OF SUCH SERVICES (WHETHER UNDER CONTRACT, TORT, OUR NEGLIGENCE OR BREACH OF STATUTORY DUTY) WILL BE LIMITED TO EITHER USING ITS REASONABLE ENDEAVOURS TO REMEDY THE BREACH OR, AT PRO2COL’S DISCRETION, REFUNDING THE FEE CHARGED FOR THE SERVICE.
• It is the customer’s responsibility to ensure that adequate precautions are taken to back up and preserve data, programs and other items loaded on, used, or stored on equipment before submitting items to Pro2col or allowing work on equipment to take place. Pro2col accepts no responsibility whatsoever for any such material held on the equipment. Customers are recommended to ensure that their staff are suitably trained and to have back-ups taken at least daily and held on-site to ensure that they are able to resume smooth resumption of their business as a result of equipment failure or other loss of data. PRO2COL WILL NOT BE RESPONSIBLE FOR RESTORATION, RECONSTRUCTION, INSTALLATION OR ANY OTHER WORKS ASSOCIATED WITH THE SOFTWARE, DATA OR OTHER ITEMS AS A RESULT OF EQUIPMENT FAILURE OR WORK UNDERTAKEN.
• Software goods are not sold but are licensed. Separate licence terms will govern your use of the software and you agree to comply with the terms of such licence.

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6. LIMITATIONS OF LIABILITY
• WITHOUT PREJUDICE TO ANY OTHER PROVISIONS OF THESE TERMS, PRO2COL’S TOTAL FINANCIAL LIABILITY IN RELATION TO THE SALE OF GOODS AND SERVICES TO YOU (WHETHER FOR BREACH OF CONTRACT, MISREPRESENTATION, BREACH OF STATUTORY DUTY, OR FOR PRO2COL’S NEGLIGENCE) SHALL BE LIMITED TO THE TOTAL PRICE PAID IN RESPECT OF THE GOODS AND SERVICES CONCERNED.
• PRO2COL WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IRRESPECTIVE OF ANY NEGLIGENCE) FOR ANY (I) LOSS OF PROFITS; (II) LOSS OF PRODUCTION, GOODWILL OR OPPORTUNITY; (III) LOSS OF DATA, PROGRAMS OR SOFTWARE; (IV) DEATH OR PERSONAL INJURY (OTHER THAN SET OUT BELOW); (V) ANY TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES; IN EACH SUCH SUB-CLAUSE WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE TIME OF CONTRACT.
• THESE TERMS SET OUT THE FULL EXTENT OF PRO2COL’S OBLIGATIONS AND LIABILITIES.OTHER THAN AS EXPRESSLY PROVIDED IN THESE TERMS, ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (OTHER THAN STATUTORY WARRANTY AS TO TITLE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, THERE ARE NO CONDITIONS, WARRANTIES OR OTHER TERMS, EXPRESSED OR IMPLIED, AS TO QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
• Notwithstanding any other provision of these Terms, no part of these Terms seeks to exclude or restrict any liability that cannot be excluded by law (i) for death or personal injury caused by Pro2col’s negligence; (ii) fraudulent misrepresentation; (iii) under the Consumer Protection Act 1987

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7. MISCELLANEOUS
• Pro2col invests heavily in the recruitment and training of its staff. Whether directly or indirectly, if you or an associate company, or third party you introduce, solicit any of Pro2col’s staff to leave its employment without Pro2col’s written consent you agree to pay Pro2col a fee of 25% of the staff’s annual salary paid by Pro2col or their new employer, whichever is greater.
• Pro2col will not be liable for any failure or delay in any of its obligations if due to any circumstances that are beyond Pro2col’s reasonable control. Any failure or delay by Pro2col in enforcing its rights shall not be construed as a waiver and any written waiver by Pro2col of a breach will not be deemed a waiver of any subsequent breach.
• If any provision of these Terms is found to be to be void or unenforceable, Pro2col may amend or replace such provision to give a similar meaning which is enforceable. In any event, each part of these Terms will be construed separately, and the enforceability of all other parts will not be affected.
• No part of these Terms are intended or will be construed to confess any benefit upon any third party. You may not assign or otherwise transfer any of your rights or liabilities under these Terms without Pro2col’s prior written consent.
• Unless you object, Pro2col may use your personal data for direct marketing purposes. • Certain words in these Terms have defined meanings which are identified in (brackets) and “speech marks” in the text. The defined meanings will apply wherever such words are used in these Terms.
• These Terms will be governed by English law and any matter arising out of or in connection with the these Terms will be subject to the exclusive jurisdiction of the English Courts.

April 2016
Version 1.8

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