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TERMS AND CONDITIONS

  1. DEFINITIONS

In these Terms and Conditions the following expressions are to be understood as defined below:

‘Confidential information’ means any information that relates to the Company or its operations which is not already in the public domain ‘the Company’ means SUNDE Technologies Ltd trading as EasyTree Technologies, company registration No: 05164212. ‘the Customer’ shall mean the person, firm, company or organization with whom the contract to provide the Project is made, whether end user or reseller.

‘the Contract’ shall mean any contract between the Company and the Customer.

‘the Quotation’ shall mean the document defining the price, extent of supply and timescale for provision of the goods and/or services of the Company.

‘the Project’ shall mean the goods and/or services defined by the Quotation for

delivery by the Company.

  1. CONDITIONS

2.1. These conditions shall form the basis of the Contract. No variations to these terms will be valid unless provided in writing in the Quotation and signed by a Director of the Company.

2.2. In the event of contention between these conditions and any variations

contained in the Quotation then the conditions in the Quotation shall prevail.

  1. ACCEPTANCE OF ORDERS

No order shall be deemed to have been accepted unless accepted in writing by a Director of the Company.

  1. PRICES

4.1. Prices are shown in the Quotation. The prices are exclusive of VAT which will be levied, where applicable, at time of invoice.

4.2. Prices quoted in the Quotation are fixed, valid and open acceptance for a period of 7 days from date of Quotation unless previously withdrawn.

Quotations may be withdrawn at any time up to receipt of the Customer’s order.

4.3. Where the Customer is resident outside the UK but within a country of the EU, then the customer shall provide a valid VAT number. If no valid VAT number is provided then UK VAT will be added to the invoice.

4.4. Where the Customer is resident outside the EU then the Customer shall indemnify the company against any local taxes, withholding taxes, or levies, and shall remit to the Company the full amount of any invoice from the Company.

  1. PAYMENT

5.1. Payment is to be made within 30 days after the date of the invoice by direct bank transfer or cheque if within the UK, or by SWIFT or other telegraphic transfer if from outside the UK. The Company’s bank details, payment method and currency will be provided on the invoice.

5.2. Payment terms are 50% with order and 50% before delivery of the Project or by irrevocable letter of credit subject to approval by the supplier before issue of the credit.

5.3. Payments delayed until 60 days from date of invoice will attract an additional charge of 1% of the invoice value, and 1% per 30 day period after this. The imposition of late payment charges shall not debar the Company from pursuing immediate payment of the outstanding invoice.

5.4. Where payment delay of currencies other than Sterling results in losses to the Company through exchange rate movements or currency conversion charges then these losses and charges will be added to the Customers account.

  1. DELIVERY

6.1. Unless otherwise agreed in the Contract shall be to FCA (Manchester UK) Incoterms 2010. If the Customer requires the Company to provide certificates or inspections to facilitate any required import formalities then the cost of these shall be to the account of the Customer.

6.2. Any delivery time referred to in any Quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Customer and accepted in writing by the Company and with the production of all necessary information in writing to fulfill the order.

6.3. The Company undertakes to use its best endeavours to complete delivery of the Project by the estimated delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the Contract. Delays shall not entitle the Customer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company.

6.4. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of components purchased from outside suppliers or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Customer.

  1. VARIATION OR CANCELLATION

7.1. Variations made to the Project, either to the extent of supply, or to the timescale or starting date or schedule of deliveries, may affect the quoted price and delivery estimate. In case of minor variations a confirmation will be issued of the effect of the changes. For major changes the Company will re-issue the Quotation.

7.2. In the event of any order being cancelled after work has commenced, the Customer shall be liable to pay the Company for all expenses and costs incurred in addition to loss of profit incurred as a result.

  1. WAIVER

Any waiver by the Company of any breach in the terms and conditions of the Contract shall not be taken to mean that subsequent breaches will be waived, or that the waiver can be extended to other contract terms.

  1. WARRANTY

9.1. The Customer shall carry out a thorough inspection of the delivered Project within one week (5 days) of delivery and shall give immediate written notification to the Company of any omissions, defects or faults. If any defects are apparent that appear to be damage incurred during shipment then the carrier should be notified by the Customer as soon as possible but in all cases within 5 days of delivery

9.2. The Company warrants that the Project delivered shall accord with the

Quotation but does not warrant fitness for any other purpose.

9.3. The liability of the Company under this warranty shall be limited to the invoice value of the Project and the Company shall not be liable or responsible for any consequential loss or damage however caused. These include loss of recorded data, interruption of use, the cost of recovery of lost data, lost profits and the cost of the installation or removal of any products, the installation of replacement products, and any inspection, testing, or redesign caused by any defect or by the repair or replacement of products arising from a defect in any product.  The data shall be the responsibility of the customer, the customer shall make sure he/she has a backup of the data if that is important to him/her (and a backup is of course a second copy of the data on another medium). It shall be duty of the Customer to insure against such consequential loss and hold the Company harmless.

9.4. Goods returned that are not returned as part of a warranty claim must be returned in their original packaging on the basis of CIP (Incoterms 2010). Such returns will be accepted solely at the discretion of the Company and where accepted a restocking charge of 10% of the purchase price will be made.

  1. INDEMNITY

10.1. The Customer undertakes to indemnify the Company against any breaches of intellectual property that the Customer may commit in the provision of information or materials to the Company.

10.2. The Company undertakes to indemnify the Customer against any breaches of intellectual property that the Company may commit in the provision of information or materials to the Customer.

  1. OWNERSHIP

Ownership of all deliverables shall remain with the Company until payment in full has been made to the Company. The Customer shall keep all deliverables in good condition and separate from other stock until the Customer takes title.

  1. SECRECY & CONFIDENTIALITY

Neither Customer nor Company shall at any time, divulge or allow to be divulged to any person, any confidential information relating to the products or business affairs of the other party, other than to authorised employees of either party who have a need to know.

  1. FORCE MAJEURE

In case of delays or non performance caused by circumstances beyond its control the Company retains the right to either suspend deliveries or to cancel the Contract without liability. If by reason of Force Majeure there is an incomplete delivery of the Project then the Customer undertakes to accept the deliverables and work that have been completed as a part performance of the Contract.

  1. DEFAULT OR INSOLVENCY OF CUSTOMER

If the Customer should fail to accept the Project or any installment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Customer shall commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Customer is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company’s assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Customer or may, by notice in writing suspend further deliveries until any faults by the Customer are rectified.

  1. DISPUTES

Any dispute between Customer and company shall be resolved amicably within 21 days by reasonable negotiation. If there is a failure to agree after this period then disputes shall be finally settled in Manchester UK under the Rules of Conciliation and arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or by mediation using a mediator appointed by CEDR (The Centre for Effective Dispute Resolution), London.

  1. MISCELLANEOUS

16.1. Customer shall not be allowed for any purpose whatsoever to use Company’s logos and trademarks without Company’s prior written approval from an Authorised Representative.

16.2. Customer shall agree that Company may use Customer data, including any personal data, for the purpose of marketing and sales of Products, and Customer shall agree to Company’s collection, storage and use of such data for this purpose. Personal data shall not be shared with third parties without the Customer’s consent. Customer shall agree to receive Product information and promotions and other communications from Company by e-mail and other communication tools.

  1. APPLICABLE LAW

The Contract shall be governed by English law unless agreed and stated otherwise in the Quotation. In the event that any provision of the Contract is declared by any judicial or competent body to be void and unenforceable, the parties shall amend the provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of the Contract shall remain in force and effect unless either party in its discretion decides that the effect is to defeat the original intention of the party, in which event either party shall be entitled to terminate the Contract without penalty.