1.1 "The Company" means Sharp Business Systems UK Plc making the relevant supply.
1.2 "The Customer" means the relevant person contracting with the Company.
1.3 "The Equipment" means the equipment (including accessories) details of which have been supplied to the Customer excluding all Consumables.
1.4 "The Consumables" means consumable items subject to service replacement used in connection with the Equipment and in particular brushes rollers developer toner transfer sheets photoconductors and drums.
1.5 "Service" means the training and service repair and maintenance provided by the Company in respect of the Equipment.
1.6 "Toner" means black and coloured toner.
1.7 "Goods" means any items to be supplied by the Company other than photocopier, printing or facsimile machines. Where Consumables or paper are sold for a cash payment which are invoiced by the Company such Consumables and paper are Goods.
1.8 Plural includes singular and vice versa.
1.9 Any gender includes all genders and "person" includes partnerships companies and unincorporated associations.
1.10 Headings are for ease of reference only and do not affect construction.
OFFER AND ACCEPTANCE
2.1 Quotations are valid for 30 days.
2.2 Quotations and tenders are on the basis that the price to be paid for the supply of Service may be increased.
2.3 If any order form or other document or acknowledgement from the Customer contains or refers to terms or conditions inconsistent with these terms such document will nevertheless be deemed to constitute an unqualified acceptance of these terms which will apply to the exclusion of any such other terms or conditions.
2.4 No variation or waiver of these terms will be binding upon the Company unless expressly accepted in writing by a director of the Company.
Whilst the Company takes all reasonable care of any equipment accepted for Service the Company accepts no responsibility for any damage distortion faults or defects therein which appear or develop during the course of the work undertaken by the Company except where the cause thereof is demonstrably the negligence of the Company. Subject to availability of parts materials and labour the Company will correct any such damage distortion faults or defects at the Customer's expense. All equipment received by the Company for repair or otherwise isnheld by the Company at the Customer's risk as regards loss or damage except where the cause of the loss or damage is demonstrably the result of the negligence of the Company.
4.1 The dates of delivery as quoted by the Company are given in good faith but are deemed to be approximate only and not of the essence and the Customer is not entitled to refuse delivery rescind the relevant contract or claim damages on account of any delay.
4.2 Delivery is deemed to be complete in accordance with a Customer's order when the relevant item is delivered to the Customer's premises or to the Customer's carrier.
4.3 Risk in the Equipment Consumables and Goods passes to the Customer immediately upon delivery.
RETENTION OF TITLE
5.1.1 Except to the extent used by the Customer ownership of Consumables remains with the Company which reserves the right to take re-delivery and dispose of them and in the meantime the Customer holds them as bailee and in a fiduciary capacity. The Consumables will not when attached to the Equipment be detached there from except by the Company.
5.1.2 Ownership of Equipment and Goods remains with the Company which reserves the right to dispose of them until payment of all sums due by the Customer to the Company have been paid in full and in the meantime the Customer holds them as bailee and in a fiduciary capacity. It is agreed that Equipment and Goods are not supplied for resale by the Customer and that they will be stored in such a way as to be identifiable as being the property of the Company.
5.2 Even when payment for Equipment and Goods has been received in full by the Company in respect of items delivered under any relevant contract ownership thereof will remain with the Company until payment has been received in full in respect of all other sums due from the Customer on any account and in the meantime the fiduciary relationship will subsist.
5.3 The Customer acknowledges that it is in possession of the Equipment and Goods solely as fiduciary for the Company until such time as title thereto passes to him.
5.4 At any time when the Company has title to any such items it may by notice in writing to the Customer determine the Customer's rights to sell and to have possession thereof. At any time after the giving of such notice the Company may enter upon any premises where any such items are reasonably expected to be and may remove them.
5.5 Nothing in this clause will in any way limit or modify the Customer's obligation to pay for the Equipment Goods and Consumables.
5.6 Title to any Consumables supplied to the Customer (whether originally or as replacement for a part to which the Company did not have title) will remain with the Company except to the extent used by the Customer. Where the Company supplies Consumables as replacement for Consumables to which the Company did not have title the Customer warrants to the Company that it had title thereto and requests that the Company disposes of such original Consumables.
5.7 Each paragraph of this clause is a separate clause to the intent that the invalidity of any one or more will not affect the validity or enforceability of any other paragraph.
5.8 SCOTLAND. If the equipment is on rented property in Scotland it will not form part of the landlord's hypothec. This means that it cannot be used as security for a debt.
6.1 The Customer must pay the Company in full for the Goods and/or Services within 30 days of the date of the invoice, unless otherwise agreed in writing.
6.2 Payments by cheque will not be deemed to constitute payment unless the cheque is cleared upon first presentation.
6.3 All monies due to be paid by the Customer to the Company will be made in full on the due date without any deductions or set off whatsoever.
6.4 Where any contract between the Customer and the Company is to be fulfilled by more than one instalment each instalment will be treated as a separate contract and payment will become due and payable upon each instalment being completed.
6.5 Time for payment is of the essence and non-payment on the due date is a repudiatory breach.
6.6 The Company reserves the right to charge interest at 4% per annum above Yorkshire Bank PLC base rate for the time being (compounded with interest on quarterly rests) on all accounts remaining, unpaid for 28 days from the due date such interest being deemed to accrue on a day to day basis.
6.7 The provision of credit account facilities by the Compan is a computerised function and the Company will withdraw credit account facilities from its computer in respect of the Customer when any account is overdue by more than 28 days. If the Company subsequently gives further credit facilities to the Customer following a supply by the Company the Company will be entitled to charge the Customer £50 plus VAT to cover the costs of re-programming the computer and its other administration expenses thereby incurred.
7.1 Where anything is supplied or provided by the Company to the Customer against a metered account Clause 6 above applies but in such cases the Company may at its absolute discretion require that all future supplies of any nature by the Company to the Customer be paid for by the Customer against pro forma invoices prepared by the Company by reference to previous actual or estimated meter readings. Invoices paid by the Customer in such cases will be adjusted retrospectively by reference to later actual meter readings and taking account of subsequent estimated meter readings.
7.2 Where consumables are provided in respect of equipment owned by or rented or hired or provided to the Customer the Company will (for the avoidance of doubt) remain the absolute owner of such Consumables and the following provisions will apply:
7.2.1 In the event that the Customer wishes to terminate the contractual arrangements with the Company relating to such equipment it will give the Company at least 30 days written notice of such termination and indicate the date of termination and whether it wishes to purchase the Consumables from the Company
7.2.2 if the Customer does not indicate that it wishes to purchase the Consumables in such a notice the Company will be entitled to remove them at any reasonable time and the Customer irrevocably grants permission to the company by its servants or agents to enter upon the Customer's premises in order to remove the same
7.2.3 in the event that the Customer purports to sell or dispose of equipment containing Consumables without serving such a notice or fails to permit the Company to remove the consumables the Customer will be deemed to have agreed to purchase such Consumables from the Company
7.2.4 in the event that the Customer indicates it wishes to purchase the Consumables or is deemed to have done so the price therefore will be the Company's then current charges therefore and payment will be made 7 days after the date indicated in the notice served in accordance with sub-clause 7.2.1 above or on the date of the purported sale or disposal by the Customer if the sale is one taking effect by virtue of sub-clause 7.2.3 above.
8.1 Subject in all respects to Clause 9 below the Company guarantees any Equipment and/or Consumables sold or supplied by the Company to the Customer against faulty workmanship and/or faulty materials for a period of six months from the date of delivery.
8.2 This guarantee is limited in its effect as follows:
8.2.1 it will only apply to the first owner or user (as the case may be) of any Equipment and Consumables
8.2.2 it will not apply to items which have been altered or tampered with by the Customer or any third party without the prior written consent of the Company
8.2.3 it will not apply where any items not supplied by the Company have been affixed to the Equipment
8.2.4 it will not apply where the Equipment uses recycled paper or a number of copies in excess of the manufacturer's recommended maximum copy volume in a month
8.2.5 it will not apply where the Equipment uses Toner not supplied by the Company.
9.1 No express or implied warranty representation undertaking or condition (except a condition as to title) not set out in these terms or specifically agreed in writing by the company is incorporated into this agreement whether by operation of law or otherwise.
9.2 The provisions of Clause 8 set out the entire liability of the Company to the customer and the exclusive remedies of the Customer against the Company in respect of faulty workmanship and/or faulty materials in the Equipment (excluding any related software) and/or any Consumables.
The Company's liability whether in respect of one claim or the aggregate of a number of claims for direct loss resulting from its negligence or the negligence of its employees or agents delivery and/or installing the Equipment (except in respect of death or personal injury) shall be limited to £3,000,000.00 (three million pounds).
Save as set out above and except in the respect of death or personal injury caused by the negligence of the Company the Company shall not be liable to the Customer for (without limitation) any breach of its contractual obligations arising under this Agreement, any representation (unless fraudulent), statement or tortuous act or omission, including negligence, and consequential or indirect loss, or damage, loss of data, loss of profits or goodwill arising under or in connection with this Agreement.
The Customer acknowledges that any software supplied by the Company is not manufactured by the Company and accordingly:
9.2.1. the Company's sole liability to the Customer in respect of the software is to pass on the benefit of any guarantee or warranty given to the Company in respect of the software to the extent that this is possible.
9.2.2. the Customer shall be responsible for ensuring that all appropriate virus checks are carried out on or before the loading of the software onto the Customer's system.
All liability of the Company to the Customer determined by a Court of Law as not been excluded or limited under the appropriate provisions of this Clause 9 shall be limited in total to contracted price.
9.3. When supplying Equipment or Goods for a particular purpose every reasonable endeavour is made by the Company to meet the Customer's requirements based upon the information supplied by the Customer but no responsibility is accepted as to the suitability thereof for any particular purpose.
9.4. No concession latitude or waiver allowed by the Company will prejudice the Company in any way or prevent it from exercising all or any of its rights at any subsequent time.
10.1. This agreement will be construed by the law of the country in which the Company making the supply is incorporated and the parties will submit to the non-exclusive jurisdiction of the Courts of such country.
10.2. These terms do not affect and are not affected by:
10.2.1. any other agreement between the parties on a printed agreement including a Servicing Plan or Maintenance Agreement
10.2.2. any agreement between the Customer and a third party including (without limitation) a Copyplan, Service Plan, Supplying and Servicing Agreement or Supply & Service Plan.