Terms and Conditions UK

Terms and Conditions (“the Terms”)

These Terms shall apply to the sale of all Products purchased by the Buyer from the Seller without exception unless otherwise agreed in writing by the Seller.

1. DEFINITIONS

The ‘Seller’ means Euro Options Limited (company number 03640289) whose registered office is at Unit 5a Greenvale Business Park Todmorden Road Littleborough Lancashire OL15 9FG.

The ‘Supply’ means the supply of Products as set in the Quotation.

The ‘Buyer’ means the person who offers to buy or buys or has agreed to buy the Products.

The ‘Price’ means the Price of Products and any other charges specified in the Quotation.

The ‘Contract’ means the agreement between the Seller and the Buyer to supply the Products as confirmed in the Order in accordance with the Term.

The ‘Quotation’ means the quotation provided by the Seller to the Buyer for the Products setting out the details and prices of the Products.

The ‘Products’ means the computer hardware, ancillary products or any software together with any services associated with the products as more particularly set out in the Quotation.

The ‘Credit Facility Account’ means a credit facility (if any) made available by the Seller to the Buyer for the purchase of Products under a Contract.

2. INCORPORATION OF TERMS

(A) The Seller will be under no liability for any Quotation provided to the Buyer until an Order is received from the Buyer and accepted by the Seller at which time there shall be a legally binding Contract between the parties.

(B) The Terms herein contained and as referred to in the footer of the Seller’s emails shall be the only terms that apply to the Contract and shall exclusively govern the basis upon which the Seller sells the Products to the Buyer and shall take precedence and prevail over any terms and conditions presented at any time by the Buyer notwithstanding any printed or other terms and conditions referred to in an purchase order or other document prepared by or on behalf of the Buyer. The acceptance of these Terms shall be a condition precedent of any sale of any Products to the Buyer under these Terms.

(C) Any price list and other advertising matter provided by the Seller shall not form part of any Contract between Buyer and Seller.

(D) No other agreement, representation, promise, undertaking or understanding of any kind unless expressly confirmed in writing by a director of the Seller shall add to, vary or waive any of these Terms. Other employees or agents of the Seller do not have the authority to vary or waive any of these Terms in whole or in part 3.

3. SELLER’S RIGHTS

The Seller shall be entitled:

(A) To withdraw or cancel quotation at any time without liability in respect of such cancellation for any loss to the Buyer including consequential loss howsoever arising;

(B) To refuse or delay the Supply where the Buyer’s credit or conduct of his account is unsatisfactory in the opinion of the Seller;

(C) to withdraw Products and with the approval of the Buyer to replace them with items of the equivalent specification.

4. QUOTATIONS

The Seller shall provide a Quotation to the Buyer which will not be processed by the Seller until an Order has been received from the Buyer and accepted by the Seller.

5. PRICES

(A) Prices for the Products as set out in the Quotation do not include unlessotherwise specified in writing:

(I) Sales taxes (including VAT); (where applicable);

(ii) Insurance;

(iii) The cost of effecting delivery in accordance with Clause 7 below; and

(iv) Any special packing or alteration or installation to the order required by the Buyer.

(B) The Seller may on occasion initiate sales promotions for certain product lines and in return may offer reward incentives to the Buyer if relevant targets are achieved.

6. TERMS OF PAYMENT

(A) The Sellers terms of payment are as set out in the Credit Facility Account offered by the Seller to the Buyer subject to credit checks being satisfactory otherwise payment for any Products shall be required in advance in accordance with the terms of the Order

(B) Any claim or counterclaim or set-off in respect to any Contract shall not justify the Buyer withholding payment for any Products which has fallen due under an invoice which must be paid in full

(C) The Seller shall be entitled to interest on invoice sums outstanding for more than 14 days from the date of invoice at the rate of 2% per month from the date of invoice to the date payment is received by the Seller.

(D) Failure by the Buyer to pay in accordance with the provisions of this clause 6 shall entitle the Seller, without prejudice to its rights to damages, to suspend any outstanding Supply or to cancel any outstanding Contracts.

(E) The Seller may (but will not be obliged) at any time or times without notice to the Buyer to set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer (in either case howsoever arising and whether such liability is present, future, liquidated or unliquidated). The Seller and the Buyer agree that in exercising this right to set off, the Seller shall be doing no more than discharging its own liability by the application of its own asset. Any exercise by the Seller of its rights under these Terms will be without prejudice to any other rights or remedies available to the Seller under these Terms or otherwise.

7. DELIVERY

(A) Any times quoted for delivery are estimates only and although the Seller will use all reasonable efforts to deliver the Products in accordance with the times specified, time shall not be of the essence and any failure to comply with such time shall not constitute a breach of this Contract.

(B) Unless otherwise agreed in writing, the Seller shall be entitled to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.

(C) The risk in the Products passes to the Buyer on delivery of the Products to the Buyer by the Seller (or by the Seller’s nominated carrier) but where the Buyer nominates a carrier other than the Seller to deliver the Products, the risk shall pass to the Buyer when the Products leave the Seller’s premises.

(D) Where the Buyer notifies the Seller that it is unable to take delivery of the Products in accordance with the terms of the Order or within seven days of the Seller giving notice that the Products are ready for despatch, the Seller shall endeavour to store the Products and the Buyer shall reimburse the Seller without delay all reasonable costs and storage charges incurred by the Seller until the time of delivery.

(E) Where the Products are to be delivered by instalments or against call-off and the Buyer either:

(1) fails to accept any delivery when due or, in the case of call-offs, fails to accept outstanding deliveries within one month of the date of acceptance of the Order acceptance; or

(2) Defaults in making any payment when due,

then the Seller may cancel any or all subsequent deliveries and the Buyer shall compensate the Seller in full for any loss or expense arising from such cancellation and notwithstanding the Seller’s duty to mitigate its loss shall compensate the Seller in full for the loss of the Price in respect of the goods ordered, but not delivered where the Seller has not been able to mitigate all or part of the loss.

(F) The Buyer shall examine the Products upon delivery and notify the Seller by email within 24 hours or by registered post within 3 working days of delivery of any damage or short delivery of the Products specified in the Order. If such written notification is not received by the Seller, the delivery shall be deemed accepted by the Buyer.

8. TRANSFER OF PROPERTY

(A) Notwithstanding delivery to the Buyer and the passing of risk, ownership in the Products shall remain with the Seller until the Buyer has paid the Price (whether or not due, invoiced or ascertained at the date of delivery) and all other outstanding amounts due or to become due to the Seller in respect of this or any other Contracts between the parties. Until such payment the Buyer shall 1) take all necessary measures for the protections of the Products including maintaining adequate insurance and 2) not to dispose of, whether by sale or otherwise, the Products or any part of them to any other party whatsoever.

(B) So long as the property in the Products remains in the Seller, the Seller shall have the right without prejudice to the obligation of the Buyer to purchase the Products, to re-take possession of the Products (and for that purpose the Buyer grants access to the Seller to access any premises occupied or controlled by the Buyer where the Products are held).

(C) If any one or more of the events referred to below arises or is likely to arise, notice thereof is to be given immediately to the Seller by the Buyer. Furthermore, all Products which are the property of the Seller pursuant to the provisions of Clause 8 and which are in the possession, custody or control of the Buyer shall be delivered immediately to the Seller. Without prejudice to the Buyer’s duty to make delivery as aforesaid, the Seller upon receiving notice from whatever source of the happening of any one of the events, shall also have the right during normal business hours to enter upon the land or access the property of the Buyer to take possession of the Seller’s Products.

The events referred to above are:

(a) any notice to the Buyer that a receiver or manager is to be or has been appointed;

(b) any notice to the Buyer that a petition to wind-up the Buyer or for an Administration Order in respect of the Buyer, is to be or has been presented or any Notice of a resolution to wind-up the Buyer (save for the purposes of a reconstruction or amalgamation);

(c) a decision by the Buyer that the Buyer intends to make an arrangement with its creditors;

(d) any act of bankruptcy as defined under the Insolvency Act;

(e) the Buyer ceases trading.

(D) The Buyer shall not create or allow to be created any right in the Products in favour of any third party. If the Buyer breaches any of the provisions of this subparagraph the value and the outstanding amounts on the Order shall immediately and not withstanding any contractual term to the contrary become payable.

(E) Until the payment specified in sub-paragraph A hereof the Buyer will not dispose of the Products in question but will store the same taking the safeguards specified above in (A).

9. CANCELLATION OF CONTRACT

A Contract cannot be cancelled except with the Seller’s consent and on terms which will indemnify the Seller against any loss arising out of the cancellation.

10. RETURNS

(A) In the event the Buyer wishes to return any Products such Products may only bereturned subject to the Buyer complying with the following conditions:(i) any request for a returns manual authorisation (RMA) must be made within 30 days of the date of invoice and will be dealt with in accordance with the Seller’s Warranty Policy and Procedure;

(ii) the return of any Products, whether correctly or incorrectly supplied or whether damaged or faulty may only be returned with the Seller’s prior written authorisation:

(iii) any return authorisations issued by the Seller shall be valid for 10 days from the date of issue and any Products which are subject to a RMA and which have not been returned within that timeframe will only be accepted at the sole discretion of the Seller;

(iv) the Seller reserves the right to charge a re-stocking fee for any Products returned which have been supplied in accordance with the Order and are neither damaged nor defective.

(B) Save as set out in (E) below in respect non- standard Products any restocking fee (plus costs of carriage) will be charged on the following basis:

(i) if Buyer error (unopened and sealed boxes) – 10% of Product value

(ii) if Buyer error (opened boxes/ seals broken) – 20% of Product value

(C) All returns will be serial tracked by the Seller.

(D) The Buyer must follow the Sellers returns procedure and should call the Returns Department on 00 44 (0) 1706 838 300 to request a RMA (as required under 10(A) above. If the return is to be accepted by the Seller the RMA must be fully completed for any return to be considered accepted and processed (which the Seller will endeavour to complete within 2 working days of receipt of the RMA) in accordance with this clause 10.

(E) The right to return any Products (save where the Product is damaged or defective) shall not apply to any non- standard stock Products and /or any Products which have been specifically ordered by the Seller for the Buyer to satisfy the Buyer’s Order.

11. SELLER’S LIEN

The Seller shall have a general as well as a specific lien on all goods, materials or any other property of the Buyer which shall be in the possession of the Seller in respect of any unpaid account of the Buyer (whether or not in relation to the Products, materials or other property of the Buyer).

12. WARRANTY

(A) The Seller will endeavour to ensure that the Buyer receives the benefit of any guarantee or warranty which may have been given to the Seller by a third party manufacturer (any warranty provided on refurbished Products shall be no more than 90 days).

(B) The Buyer is solely responsible for taking up the benefit on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with.

(C) In cases where no guarantee or warranty is offered by the manufacturer or supplier, or any act of the Seller has invalidated such guarantee or warranty, if the Buyer shall notify the Seller in writing within 30 days from the date of delivery that the Products supplied by the Seller were defective, or within 7 days in the case of software, the Seller will replace or repair at their sole discretion the Products proved to be defective. Defective means any defect in physical workmanship of the Product and specifically to the recording media in the case of software. However, such remedy is only available to the Buyer provided that the Products are returned to the Seller’s premises at the Buyer’s expense in accordance with the returns procedure as set out in clause 10. Collection of the Products shall be from the Buyer’s address unless otherwise agreed.

(D) The Buyer must ensure that the Products are serviced, maintained and used properly and in accordance with the Seller’s recommendations (and any guarantee or warranty) and are not fitted or used with any parts, accessories or ancillary equipment other than those recommended by the Seller or stated by the Seller to be suitable.

(E) During the warranty period set out in Clause 12(C) above, no attempt must be made by the Buyer or any third party to remedy any defect or to dismantle or otherwise tamper in any way with the Products except in accordance with specific instructions, directions and/or requests of the Seller.

(F) Any Cisco Products purchased by the Buyer which are then sold outside of the UK and/or the EU shall not have the benefit of any guarantee or warrantee as provided for under this clause 12 nor will the Seller replace or repair the Cisco Products under sub-clause (C).

(G) Any sale of Cisco items by Euro Options (The Seller) are limited to a 12 month return to base warranty. The 12 months will commence on the date of first sale/invoice.

13. LIMITATIONS OF LIABILITY

(A) Subject to the provisions of Clauses 12 (A) and (C) above and such conditions and warranties whether express or implied by Statute or Common Law and whether oral or written are (unless specifically confirmed by the Seller in writing) excluded to the fullest extent as permitted by law.

(B) With the exception of any liability on the Seller’s part in respect to death or personal injury resulting from the Seller’s negligence, the Sellers liability shall not in any event exceed the Price of the Products in respect of which a claim is made, nor include any consequential loss or damage howsoever arising provided always that this sub-clause shall not apply to the extent that the Buyer requires to be covered by insurance and pays the Seller the amount of the insurance premium (to be determined by the Seller) required for such cover.

(C) In cases where the Seller is asked to recommend Products to meet the Buyer’s requirements the Seller does not warrant that purchase of the Products will be fit for the Buyer’s specific purpose or satisfy the Buyer’s requirements. Any recommendations of Products by the Seller cannot be relied upon by the Buyer and the Seller will accept no responsibility if any Products supplied fail to meet the Buyer’s requirements or to achieve any particular level of performance.

(D) The Seller shall not be liable for any losses relating to or arising out of the loss or non-retrieval of data or programs from computer disk or tape for any reason.

(E) If the Seller produces any duplicates of software this must be strictly in accordance with the rights granted by individual software manufacturers. The Buyer must satisfy itself that it has the right to duplicate or copy software. The Seller makes no representation thereto and accepts no responsibility in the event of any breach of any licence by the Buyer.

(F) All Cisco Products sold by the Seller are SmartNet free at point of sale. However, if Cisco block a serial, deny or cancel a SmartNet contract at a later date by reason of the sale of the Cisco Products being sold outside of the UK and/or the EU or for any other reason, the Seller will not be liable to the Buyer for any costs incurred by the Seller and have the right to refuse to accept return of any hardware sold.

(G) Any special conditions relating to the sale of any Products by the Seller to the Buyer shall be incorporated and referred to in the Order.

14. DATA PROTECTION AND CONFIDENTAILITY

(A) Both the Seller and Buyer shall at all times comply with their obligations under the relevant data protection legislation (including but not limited to the Data Protection Act 2018). Each party shall unless otherwise agreed act in the capacity of data controllers.

(B) To the extent the Seller and Buyer may exchange confidential information for the purpose of conducting business between them each party shall at all times ensure such information remains confidential save where such information is or comes into the public domain save by reason of any breach of confidentiality by either party.

15. BRIBERY ACT

The Seller and the Buyer shall at all times comply with their respective obligations under the Bribery Act 2010 and shall comply with any policy or procedures which are in place from time to time to the extent these are relevant to the business conducted between the parties.

16. PERSONNEL

The Buyer agrees not to approach or employ the Sellers personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the Seller except with the express written permission of the Seller. In the event that the Buyer engages any of the Seller’s personnel, the Buyer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person’s remuneration.

17. FORCE MAJEURE

The Seller shall be under no liability for any delay or failure of the Products to perform in the event that the manufacture, supply or delivery of the Products is prevented or delayed by any act or circumstances beyond the Seller’s reasonable control including, but not limited to Act of God, act of terrorism, legislation, war, pandemic, fire, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the Contract.

18. WAIVER AND SEVERANCE

(A) Any indulgence granted by the Seller to the Buyer and any failure by the Seller to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Seller’s rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.

(B) The invalidity in whole or in part of any clause in these terms and conditions shall not affect the validity of the remainder of such clause or these terms and conditions.

19. ASSIGNMENT

The Contract is not assignable by the Buyer without the written consent of the Seller and is between the Seller and the Buyer as principals. The Seller may without consent assign or sub-contract all or any of its rights and obligations hereunder.

20. TERMINATION

If the Buyer becomes insolvent or in the opinion of the Seller is likely to go into bankruptcy, receivership or liquidation or ceases or threatens to cease to trade or makes default in or commits a breach of the contract, the Seller may forthwith and with immediate effect ( if the Order has not been paid for or there are outstanding monies due to the Seller from the Buyer) terminate the Contract without incurring liability to the Buyer and without prejudice to the Seller’s rights which may have accrued up to the date of termination.

21. GOVERNING LAW

The interpretation and application of the Contract shall be in accordance with English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

22. HEADINGS

Headings to clauses in these Terms and Conditions are included for the purpose of ease of reference only and shall not have any effect on the construction and interpretation of the Terms hereof.

23. NOTICES

Any notice or document to be given under these Terms and Conditions shall be given by sending the same in a pre-paid letter or by email or facsimile transmission to the address of the relevant party set out in the Contract or to such other address as such party may have notified to the other for the purposes hereof. Any notices sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 2 working days after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notice sent by email or facsimile transmission shall be deemed to have been delivered on the next working day following its dispatch.

24. DISPUTES

In the event of any dispute the parties shall use reasonable commercial endeavours to resolve the matter amicably and shall if the dispute is not capable of settlement consider mediation in advance of the issue of legal proceedings.

Due to the highly volatile market, with significant shortages, extended lead times and frequent price increases our pricing is only valid for 24 hours and or while stock permits. We cannot guarantee prices after this period.

IMPORTANT:

Please note Euro Options only sells products on its own Terms and Conditions (“the Terms”) which can be found here and the company shall not be bound by any other terms and conditions provided by a buyer at any time, irrespective of when these are provided or what they provide for. Further, please note that it is a condition precedent of any sale of products made by Euro Options that such sales shall be under its own Terms which shall be subject to the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

All Cisco products sold by Euro Options Limited is SmartNet free at point of sale. However if Cisco block a serial, deny or cancel a SmartNet contract at a later date then Euro options Limited will not be liable for any costs incurred and have the right to refuse to accept return of any hardware sold.

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