1. Definitions
"Buyer" shall mean the person (s) or corporate body placing
an order with Brookcourt Solutions under these conditions of sale.
"Brookcourt Solutions" shall mean Brookcourt Solutions
Limited of Abbey House, 25 Clarendon Rd, Redhill, Surrey RH1 1QZ. and / or its subsidiaries.
"Goods" shall mean items
and services to be provided to the Buyer by Brookcourt Solutions under these conditions of sale.
2. Application
a. All quotations are made and all orders are accepted only upon and subject to these Conditions
of Sale. No order is binding until accepted by Brookcourt Solutions. No variation of these Conditions may be made unless made
in writing by an authorised representative of Brookcourt Solutions.
b. Charges will be invoiced according to the quoted terms set down by Brookcourt Solutions, and
accepted by the Buyers’ reciprocal purchase order and instructions to proceed
3. Acceptance of Orders
a. All quotations are made and all orders are accepted only upon and subject to these Conditions
of Sale. No order is binding until accepted by Brookcourt Solutions. No variation of these Conditions may be made unless made
in writing by an authorised representative of Brookcourt Solutions.
b. Charges will be invoiced according to the quoted terms set down by Brookcourt Solutions, and
accepted by the Buyers’ reciprocal purchase order and instructions to proceed
4. Prices
a. All prices quoted are valid for the period specified in the quotation and are exclusive of VAT
and all other applicable taxes, duties and delivery charges.
b. For services work undertaken by Brookcourt Solutions, the following terms apply:
1. All services work undertaken by Brookcourt Solutions for or on behalf of the Buyer will be charged
at current rates. Unless stated otherwise (by prior written agreement between Brookcourt Solutions and the Buyer), all rates
exclude travelling time and expenses.
2. Unless by prior written agreement between Brookcourt Solutions and the Buyer, a day consists
of 7.5 normal working hours plus 1 hour for lunch. All hours worked over and above this, or outside normal daytime working
hours will be charged at the standard overtime rate for the relevant price stratum.
3. The first two hours travelling time for each working day are free.
4. Brookcourt Solutions reserves the right by giving notice to the Buyer at any time before delivery
to increase the price of services to reflect any increase in the cost to Brookcourt Solutions which is due to any factor beyond
the control of Brookcourt Solutions.
5. Delivery
a. All delivery dates quoted are estimated and are not guaranteed. Whilst every endeavour is made
to comply with delivery dates Brookcourt Solutions shall have no liability whatsoever for any delay in despatch or delivery.
b. Where the delivery of Goods and/or the supply of Services require Brookcourt Solutions to be
on site at Buyer’s premises, the Buyer will provide to Brookcourt Solutions access to all information and facilities
reasonably required by Brookcourt Solutions for the delivery of such Goods or the performance of such Services, and Buyer
shall provide safe working conditions for Brookcourt Solutions.
6. Damage or Loss in Transit
The risk in the goods shall pass to the buyer on delivery
to the address specified by the Buyer. In the event of the goods being damaged or incomplete the buyer shall immediately notify
Brookcourt Solutions. The Buyer shall also immediately notify Brookcourt Solutions if the goods are not received by the Buyer
within 7 working days of the invoice date.
7. Payment
Payment is due within 30 days from the date of invoice provided that the Buyer maintains
satisfactory credit rating. In the absence of a satisfactory credit rating payment is due before delivery. The Buyer agrees
to pay interest on late payments at the rate of 2% per annum above the base rate for the time being of Lloyds Bank PLC.
8. Package, Postage or Carriage
Charges for packing and postage or carriage will be made
on each delivery requested by the buyer.
9. Title
a. The goods shall remain the sole and absolute property of Brookcourt Solutions until such time
as the Buyer shall have paid to Brookcourt Solutions the agreed price together with the full price of any other goods subject
to any other contract with Brookcourt Solutions.
b. Until such payment the Buyer shall be in possession of the goods solely as bailee for Brookcourt
Solutions in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property
of Brookcourt Solutions.
c. Brookcourt Solutions reserves the immediate right of repossession of any Goods to which it has
obtained title as aforesaid which right shall become exercisable if the Buyer shall exceed its credit limit without Brookcourt
Solutions prior written authority or become unable to pay its debts as they fall due and for this purpose the Buyer hereby
grants an irrevocable right and license to Brookcourt Solutions, its servants and agents to enter upon its premises with or
without vehicles during normal business hours. Thereafter Brookcourt Solutions reserves the right to re-distribute the said
Goods. The rights conferred on Brookcourt Solutions by this sub-paragraph shall be without prejudice to any accrued rights
of Brookcourt Solutions under these Conditions or otherwise.
10. Rental of Goods
Where Brookcourt Solutions agrees to supply Goods to Buyer on a rental basis, Buyer agrees to keep such goods insured
to their full value by a reputable insurer; to permit the use of such goods only in accordance with the manufacturer’s
instructions by properly trained personnel; to keep such Goods on the premises of Buyer notified to Brookcourt Solutions as
the delivery address and not to move such Goods from such address without Brookcourt Solutions’ prior written consent;
to return such Goods to Brookcourt Solutions at the end of the agreed rental period at Buyer’s expense, in good condition
and with all original packaging, cables and documentation intact.
11. Software Licences and Maintenance
a. The Buyer acknowledges that any software supplied is supplied subject to the terms and conditions
of the software manufacturer’s License and the Buyer agrees to comply with those terms and conditions.
b. The Buyer acknowledges that the support for any Software supplied, apart from warranty considerations,
shall be limited to that defined in a separate support agreement. In the absence of a support agreement there shall be no
obligation to supply support and that any support supplied shall be at the discretion and by the goodwill of Brookcourt Solutions
and/or the software manufacturer.
12. Confidential Information
All information relating to
business, products and services, including oral information; written information, and information recorded in any other media
(‘Information’) which is disclosed by Brookcourt Solutions and Buyer to each other shall be treated as confidential
for a period of five years following the date of disclosure, save where the information:
a. now or later comes into the public domain other than by breach of this clause 11;
b. is in the possession of the recipient with full right to disclose prior to receiving it from
the other party;
c. is independently received by the recipient from a third party with full right to disclose;
d. is trivial or obvious
13. Warranty
a. Brookcourt Solutions warrants that it has good title to or licence to supply the Goods to the
Buyer.
b. Subject to the following limitations, should the Goods prove defective in materials or workmanship
under normal operational service new goods will be repaired or replaced only in accordance with any warranty cover and terms
provided by the manufacturer of the goods, and second-hand goods, if proven defective within 30 days of delivery, will be
repaired or replaced or the purchase price refunded at Brookcourt Solutions’ option.
c. PROVIDED THAT any warranty shall not apply if:
1. the condition of the Goods is as a result of improper use or the operation of the Goods outside
the specified environmental conditions;
2. the condition of the Goods is the result of any incident after the delivery including but not
limited to fire, flood and any attempt of the Buyer or a third party to repair the Goods.
3. the condition of the Goods is as a result of modifications made by any party other than Brookcourt
Solutions or its authorised agent.
d. Buyer acknowledges that it is the
responsibility of Buyer to ensure that the Goods meet Buyer’s requirements.
e. No Goods may be returned without
Brookcourt Solutions’ written consent.
f. Brookcourt Solutions shall not be
liable in respect of any variation in the manufacturer(s) specification for the Goods.
g. Brookcourt Solutions makes no warranty or representation that any Goods supplied by it are or
will be Year 2000 compliant and any terms and conditions which may be implied by common law, statute or otherwise to the contrary
are hereby excluded to the fullest extent permitted by law. Brookcourt Solutions shall have no liability whether in contract,
tort (including negligence) or otherwise to its Customer(s) for any loss, damage, costs, claims or liabilities whatsoever
incurred or suffered by any Customer which relate to or are attributable either directly or indirectly to any Goods not being
Year 2000 compliant. For this purpose goods are not compliant if either their performance or their functionality is adversely
affected by the advent of the year 2000.
h. for the express warranties stated above Brookcourt Solutions disclaims all other warranties whether
expressed or implied.
14. Limitation of Liability
a. Save in the event of physical injury or death caused by the negligence of Brookcourt Solutions
or it’s employees or agents, Brookcourt Solutions liability to the buyer in respect of direct damage to property caused
solely by defects in any of the goods or caused solely by the negligence of Brookcourt Solutions employees (or their agent
or sub-contractor) acting within the course of their employment and the scope of their employment and the scope of their authority
shall be limited to £500,000 for any one event or series of connected events.
b. Except as stated in clause 11 (a) and where provided for elsewhere in these Conditions, Brookcourt
Solutions disclaims all liability and shall in no event be liable for any indirect or consequential loss or damage, including,
without limitation loss of profits, loss of data, loss of anticipated earnings and loss of contracts, however caused. (c)
The Buyer warrants that any design material, instructions, technical and non-technical information furnished or given by him
are not libellous or such will cause Brookcourt Solutions to infringe any copyright, registered designs, or any intellectual
property rights or any legislation for the time being in force in the United Kingdom in the performance of the contract.
15. Effect of Termination
a. On termination of any contract between Brookcourt Solutions and
Buyer, each party shall promptly return to the other any materials or equipment belonging to the other which was delivered
under, or in connection with the contract which has been terminated.
b. Any termination of any contract between Brookcourt Solutions and Buyer shall not affect any accrued
rights and liabilities of either party.
16. Non-solicitation
During, and for a period of twelve (12) months after
termination of any contract between the parties, neither party shall seek to entice away from the other’s employment
any employee involved in the performance of that contract. Buyer and Brookcourt Solutions agree that in the event of break
of this provision, the measure of damages shall be fifty per cent (50%) of the starting salary of the employee in his or her
new employment.
17.Export
Notwithstanding any other provision of these Conditions of Sale the Buyer shall comply with all the relevant Laws
including United States export laws.
18. Force Majeure
Neither Brookcourt Solutions nor the Buyer shall be under any liability for any failure to perform any or all of
their obligations under these conditions if such failure shall be due to any circumstances beyond the reasonable control of
the parties including (without limitations) acts of God, fire, flood, strike, labour disputes, civil commercial sabotage,
statute order, any regulation of any government public or local authority or any failure by a manufacturer to meet its delivery
estimates.
19. Waiver
The failure by Brookcourt Solutions
or the Buyer to enforce at any time any one or more of these Conditions of Sale shall not be a waiver of these Conditions
or of the right at any time subsequently to enforce these Conditions of Sale.
20. Law
These Conditions shall be governed by English law and
any disputes arising there from shall be subject to the non-exclusive jurisdiction of the English Courts.
