GENERAL
1.  In these Conditions of Sale:-
"the Company" means Microsmiths Limited of 9 Linford Forum, Rockingham Drive, Linford Wood, Milton Keynes, MK14 6LY
"the Buyer" means the person firm or company ordering or buying goods from the Company.
"the Goods" means the goods the subject matter of the relevant order or contract for sale.

PRICE
2.  Quoted prices include the cost of normal packaging but exclude delivery VAT or installation charges (where applicable).
3.  The prices for the goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to the date of despatch.
4.  Any queries of the Buyer of any invoice tendered by the Company must be made within seven days of the date of the invoice after which time the parties agree that such invoice shall be deemed to be accepted and any Buyer's query waived.

TERMS OF PAYMENT
5.  Except where the Buyer has a credit account all goods are delivered on condition that 50% of the purchase price shall be paid by the Buyer on ordering the goods and the balance upon delivery of the goods to the Buyer or on collection of the goods by the Buyer.

CREDIT TERMS
6. (a)   If you do not have a credit account with the Company you are invited to apply for a credit application form.
(b)  The Company will require the name of your bank and two trading references.
(c)  The Company's credit terms are as follows:-
   (i)  payment within thirty days of delivery of the goods.
   (ii) statements are sent out in the first week of each month to enable you to check your current invoices due. We do not expect you to pay every invoice separately in order to meet our credit terms but do expect batched payments to be made by the last day of the month after the due date.
   (iii) accounts with overdue balances will be placed on credit hold. This means that no further goods will be supplied and all support and repair/warranty services withdrawn until the account is brought up to date.
   (iv) repeated failure to keep to our credit terms will result in the permanent loss of credit facility.

INTEREST FOR LATE PAYMENT
7.  Whether the Buyer is a credit account holder or not the Company reserves the right to charge interest on money overdue at the base rate of National Westminster Bank plc from time to time, and the Company may suspend delivery or terminate the contract in respect of any undelivered goods.

TITLE AND RISK
8. (a)  Notwithstanding delivery and the passing of risk, the property in the goods shall remain in the Company until the Buyer has paid all monies owed by it to the Company under this or any other contract or otherwise.
(b)  If any of the goods are processed into, incorporated in, used as materials for, or mixed with other goods or materials prior to such payment the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or ad mixture and shall remain with the Company until payment of all such monies as are specified in this condition.
(c)  Until such payment is made the Buyer shall possess all goods and materials the property in which is vested in the Company by virtue of this condition on a fiduciary basis only and, if the Company so requires, the Buyer shall store such goods and materials at no cost to the Company so that they are clearly identified as belonging to the Company.
(d)  If any payment is overdue the Company may (without prejudice to any of its other rights and remedies) recover and re-sell any or all of such goods or materials and may enter upon the Buyer's premises for that purpose.
(e)  The Buyer has the right to sell for the account of the Company any goods or materials the property in which is vested in the Company by virtue of this condition. In such event the Company shall be entitled to, and the Buyer shall be under a fiduciary duty to account to the Company for, the proceeds of such sale to the extent that any monies are owed by the Buyer to the Company.
(f)  In addition the Company shall be entitled to make a claim directly against the Buyer's customer for any purchase monies unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Buyer plus all costs and expenses involved in making the claim. If there is any excess the Company will return this to the customer.

9.  Notwithstanding the preceding conditions, all risk in respect of the goods shall be assumed by the Buyer upon delivery of the same to him.

LOSS OR DAMAGE IN TRANSIT OR NON-DELIVERY
10. (a)  The Buyer shall examine the goods immediately they are delivered to him.
(b)  The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery unless the same are submitted in writing to the Company within seven days after delivery of the goods, or in the case of non-delivery seven days after the invoice date.

 

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LATE DELIVERY
11.  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.

DEFECTIVE PRODUCTS
12. (a)  The Company's liability (both in contract and in tort) in respect of defect 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 such other compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures 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.
(b)  A returns authorisation number must first be obtained from the Company either by telephone or letter. Returned goods must be accompanied by a copy of the original invoice relating to their purchase.
(c)  Goods returned must be in their original packaging and in a clean re-saleable condition and in the case of software the packaging must be unopened. Goods returned otherwise will at the Company's discretion either be refused or a further additional re-stocking fee charged to cover the additional costs involved.
(d)  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.
(e)  It is the Buyer's responsibility to ensure that any goods returned are properly insured and the Company will not be responsible for goods returned to it that are lost in transit.

GOODS ON TRIAL
13.  Goods are not supplied on a trial basis and the Company will not accept the return of any goods otherwise than in accordance with clause 12 hereof.

CALL OUT CHARGE
14. (a)  If within the warranty period for the goods the Buyer shall require the Company to do so, the Company shall send a representative to inspect the goods alleged by the Buyer to be defective within two working days of the Buyer's request.
(b)  The Company reserves the right to make a reasonable call out charge in this respect which shall be notified to the Buyer before the Company's representative is sent and be payable by the Buyer immediately upon conclusion of the Company's inspection.

PRODUCT LICENCES
15.     The buyer acknowledges that all copyright and other rights in any product sold by the Company remain the property of the Licensors of the program and that neither the Buyer nor any Third Party to whom the Buyer supplies or transfers the program has any rights therein except as expressly licensed by the Licensor of the program.  The Buyer agrees to ensure that sufficient licences to use the product are purchased.  
 
FORCE MAJEURE
16.  The Company reserves the right to cancel vary or suspend the performance of the contract for sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire floods storm plant breakdown strikes lockout riot hostilities non-availability of materials or supplies or any other event outside the control of the Company, and the Company shall not be held liable for any breach of contract resulting from such event.

CANCELLATION
17.  The Company may withhold or cancel further or any deliveries under the contract for sale and may recover all losses resulting there from if the Buyer:-
(a)  fails to make payment on the due date under any contract with the Company or
(b)  enters into a composition with his 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
(c)  is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The exercise of rights under condition 15 shall be without prejudice to the Company's other rights or remedies.

GOVERNING LAW
These conditions of sale shall be construed and take effect in accordance with English Law.

THESE COMMODITIES MAY HAVE BEEN AUTHORISED FOR EXPORT FROM THE UNITED STATES UNDER SPECIAL DISTRIBUTION LICENCE PROCEDURE ON THE CONDITION THAT THEY MAY NOT BE RE-EXPORTED WITHOUT PRIOR APPROVAL FROM THE UNITED STATES AUTHORITIES.

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IT SUPPORT TERMS AND CONDITIONS

1 These Terms and Conditions are in addition to our standard Terms and Conditions which are available on our website at www.microsmiths.com

2 The Company is Microsmiths Ltd, 9 Linford Forum, Rockingham Drive, Linford Wood, Milton Keynes, MK14 6LY

3 The Companys Client is known as the ‘Customer’

4 The ‘Commencement Date’ is the date which the agreement is to start.

5 The ‘Term’ is 12 months from the Commencement Date.

6 The ‘Schedule’ is the list of equipment to which this Agreement relates to and attached hereto.

7 This Agreement covers all of the Customers equipment and software which is listed in the Schedule.

8 It is the Customers responsibility to report a fault by Emailing ‘support@microsmiths.com’ which will automatically log the fault onto the Companys automated SupportDesk. If this is not possible, say due to Email or Internet access problems, then the report should be made by telephone to 01908 546555.

9 Any report made to the Company is deemed a request to make a repair.

10 The Company will respond within the Target Telephone Call Back time listed on the Schedule to determine whether an effective repair can be made quickly. If this is not possible then further telephone calls, remote connections or visits to the Customers premises will be made in order to make a timely repair.

11 The Customer shall register any existing faults before the Commencement Date.

12 Support for faults before the Commencement Date or beyond the Term shall not be covered by this Agreement.

13 Any repair made to equipment or software not covered by this Agreement will be chargeable in accordance with The Companys standard pricing terms.

14 Hours of service are 9:00 to 16:30, Monday to Friday and excludes public and bank holidays and the period between Boxing Day and New Years Day.

15 The Agreement is automatically renewed at the end of the Term unless the Company or the Customer give at least 30 days notice that either party wishes to cease the Agreement.

16 The Company shall not be liable for any damages beyond its control including, but not limited to, Acts of God, Wars, Insurrections, Floods, Terrorism or any accidental damage.

17 The Company shall not be responsible for any loss or damage in connection with the repair of the equipment such as loss of profits or revenue, data loss, or loss of use of the equipment.

18 This Agreement may only be superseded by an agreement dated later than this Agreement or by written agreement executed by all the parties.

19 Each party of this Agreement undertakes that it will not offer employment to any employee of the other party.

20 The Customer will allow access to the Customers premises to effect repairs under the terms of this Agreement.

21 The Customer will maintain an operational communications capability so that the Company may make repairs remotely.

22 The Company reserves the right to suspend services offered as part of this Agreement if the payment of the services has not been made by the Customer to the Company.

23 Faults relating to non-proprietary consumables are excluded from this Agreement.

24 The Company will maintain Customer confidentiality. Confidentiality will only be shared amongst Customer employees in order to maintain the Equipment in accordance with this Agreement.

25 It is the Customers responsibility to ensure that the equipment is kept in suitable environmental conditions.

26 In the event that any hardware item covered by this Agreement becomes worn out beyond economic repair, or the manufacturer is unable to supply replacement parts or provide technical information then the Company reserves the right to withdraw services for the hardware item on the Agreement. The Company will recommend replacement, upgrade or refurbishment.

27 In the event that any software item covered by this Agreement demonstrates faults then the Company will to the best of its ability determine whether a patch, an update or an upgrade is available. The Customer will bear any costs for the patch, update or upgrade.

28 This Agreement is no substitute for the Customer taking appropriate steps to ensure that the computer software and equipment is kept up-to-date, secure and free from Spyware and Viruses.

29 The Company reserves the right to charge to remove Spyware and Viruses unless the Customer maintains sufficient licensed AntiSpyware and AntiVirus software and ensures that regular scans are made not less frequently than on a weekly basis.

30 It is the Customers responsibility to ensure that all data is being backed up daily and that offsite backups occur not less than weekly.

31 The extent of any data recovery will be to the last good available backup that is made by the Customer.

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