Terms & Conditions
1. DEFINITIONS
In these terms and conditions the following shall have the meaning
set opposite them
LIMA Networks
LIMA Networks Limited of 5/6 Carolina Way, Quays Reach,
Manchester, M50 2ZY
the Products
Equipment software and services offered for sale or supply by
LIMA Networks
the Customer
The person organisation company partnership or firm who accepts LIMA Networks quotation for the sale of the
Products or whose order for them is accepted by LIMA
Networks
the Contract
A Contract for the supply of the Products Writing includes
facsimile email and comparable means of communication
2. BASIS OF SUPPLY
(a) LIMA Networks shall supply and the
Customer shall acquire the Products in accordance with any
quotation of LIMA Networks which is accepted in Writing by the
Customer or any order of the Customer which is accepted in Writing
by LIMA Networks subject in either case to these conditions which
shall govern the Contract to the exclusion of all else.
(b) LIMA Networks employees or agents
are not authorised to make any representations concerning the
Products unless confirmed by LIMA Networks in Writing. In
entering into the Contract the Customer acknowledges that it does
not rely on and waives any claim for breach of any such
representations which are not so confirmed.
(c) Any advice or recommendation given
by LIMA Networks or its employees or agents as to the application
or use of the Products which is not confirmed in Writing by LIMA
Networks is followed or acted upon entirely at the Customers own
risk and accordingly LIMA Networks shall not be liable for any such
advice or recommendation which is not so confirmed.
(d) Any order or written acceptance of a
LIMA Networks quotation made by the Customer shall be of no effect
if written confirmation is not given by LIMA Networks within seven
days.
(e) LIMA Networks may make and the
Customer shall accept partial deliveries of the Products.
Each delivery shall be considered to be the subject of a separate
Contract and failure or delay by LIMA Networks to make one or more
deliveries in accordance with the Contract or any claim by the
Customer in respect of any one or more deliveries shall not entitle
the Customer to treat the Contract as a whole as repudiated.
3. PRICES AND PAYMENT
(a) Prices are those agreed in
accordance with paragraph 2(a)
(b) Subject to paragraph 7(d) payment
will be due thirty days after invoice date which shall be on
dispatch or provision of the Products except that for Educational
Services payment will be due fourteen days in advance.
(c) LIMA Networks may maintain an action
for the price at any time after expiry of the period mentioned in
paragraph 3(b).
(d) Interest on overdue accounts shall
be payable at the rate of two per cent per month or part of a
month.
(e) LIMA Networks may vary the price of
the Products by notice in Writing given to the Customer at any time
prior to delivery.
4. TERMINATION
If the Customer breaches any of these terms and conditions LIMA
Networks shall be entitled to treat the same as repudiated without
prejudice to other rights and remedies in respect of such a breach.
Any indulgence by LIMA Networks in respect of this paragraph shall
not be deemed a waiver. LIMA Networks reserves the right to
terminate the Contract forthwith without prejudice to LIMA Networks
other rights in the event of any proceedings voluntary or
involuntary against the Customer in bankruptcy or insolvency or in
the event of the appointment of a receiver of any of the Customers
assets or if the Customer should make any composition or
arrangement with its creditors.
5. TITLE AND RISK IN THE EQUIPMENT
(a) Risk in the Products shall pass on
delivery but title and property therein shall not pass until the
purchase price has been paid in full.
(b) Until such payment the Customer
undertakes to mark or otherwise identify the Products as being the
property of LIMA Networks and hereby irrevocably authorises LIMA
Networks to enter upon the premises where the Products are kept
from time to time for the purpose of repossessing the same in the
event of termination of the Contract by virtue of non-payment of
the price or otherwise.
(c) LIMA Networks may maintain an action
for the price of the Products notwithstanding that title to the
property in the Products may not have passed to the Customer.
6. DELIVERY AND ACCEPTANCE
(a) Any delivery date agreed by LIMA
Networks shall be an estimate only and not of the essence.
The Customer shall accept the delivery of the Products when
tendered by LIMA Networks. LIMA Networks shall not be liable
for any delay in the performance of its obligations or the
consequences thereof where such delay or non-performance is due to
circumstances outside LIMA Networks reasonable control. If
such delay continues for more than three months either party may
terminate the Contract by notice in Writing to the other without
penalty or compensation.
(b) Customers will be deemed to have
accepted the Products once delivered or following the action of
completion procedures in accordance with the order acceptance
issued by LIMA Networks. The Customer will be deemed to have
accepted the services provided by LIMA Networks unless within seven
days of completion the Customer notifies LIMA Networks in Writing
of specific deficiencies in the service provided.
7. CREDIT LIMIT
(a) Credit may be granted to the
Customer from time to time at the sole discretion of LIMA
Networks.
(b) LIMA Networks may vary the level of
credit given and reserves the right to withdraw credit facilities
and to suspend the delivery of the Products which are the subject
of the Contract with the Customer should payment not be made within
the credit period or where sums due by the Customer to LIMA
Networks exceed the credit limit.
(c) For the avoidance of doubt it is
hereby agreed and declared that LIMA Networks may decline to accept
an order from the Customer if the value thereof when added to the
sums due by the Customer to LIMA Networks would exceed the credit
limit.
(d) Where no credit is given payment is
due with order.
8. CLAIMS QUERIES AND RETURNS
(a) No claims in respect of shortages or
discrepancies in or damage to the Products comprised in an order
will be accepted by LIMA Networks unless notified to LIMA Networks
within two working days of the date of delivery.
(b) LIMA Networks shall have no
responsibility in respect of damage or shortages caused by the acts
or the omissions of the Customer or other causes beyond LIMA
Networks control.
(c) No claim in respect of any invoice
as to inaccuracies in price discount terms of payment or any other
commercial terms will be accepted by LIMA Networks unless received
in Writing within ten days of invoice.
(d) No claim by the Customer that it has
not received an invoice will be accepted unless notified to LIMA
Networks in Writing within seven days from the date of the first
statement of account from LIMA Networks identifying such an
invoice.
(e) In any case referred to in
paragraphs 8(a) 8(c) or 8(d) where no claim has been notified
within the relevant period the Customer will be deemed to have
accepted and be liable for the price of the Products in respect of
which but for this paragraph a claim might have been made.
(f) If a claim is validly made under
this paragraph which might entitle the Customer to return the
Products LIMA Networks shall not be bound to accept such return or
exchange the Products unless the Customer complies strictly with
LIMA Networks' return procedures which are available on
request. Where appropriate LIMA Networks reserves the right
to charge a restocking fee as set from time to time.
9. SOFTWARE AND SOFTWARE LICENSE
(a) The Customers rights to use software
is limited to those rights LIMA Networks is legally empowered to
grant and the Customer agrees to observe the conditions of any
license agreements applicable to such software.
10 LEASING
(a) Notwithstanding paragraph 5 the
Customer may with LIMA Networks approval in Writing enter into a
financial arrangement with a third party whereby title in the
Products shall pass to that party by payment by it of the price to
LIMA Networks. The Customer continues to be bound by the Contract
including these terms and conditions except in respect of payment
in consideration for LIMA Networks agreeing to supply the Products
to the third party.
(b) The Customer shall promptly provide
all such information and documents as are required for the
arrangement of finance with a third party. LIMA Networks may
maintain an action against the Customer for the price at any time
after the expiry of the period mentioned in paragraph 3(b).
11. WARRANTY
(a) It is the Customers obligation to
register the Products with the manufacturer to obtain
manufacturer's warranty cover. LIMA Networks at its sole
discretion may activate a warranty claim as agent and on behalf of
the Customer with the manufacturer. LIMA Networks accepts no
other responsibility for loss damage failure or defect of the
Product under warranty.
12. TECHNICAL SUPPORT SERVICES
(a) LIMA Networks shall make every
endeavour to ensure a suitably qualified technician arrives at the
Customers premises within the contracted response time.
(b) Parts exchanged or replaced by LIMA
Networks become the express property of LIMA Networks and include
those items which have failed due to normal wear and tear but
specifically exclude consumable items such as Diskettes, Print
Wheels, Laser Toners, Drums, Printer Ribbons or other items
regarded as consumable by the manufacturer.
(c) LIMA Networks will charge for
exchanged or replaced items and time costs incurred where repairs
are a result of operator misuse accidental or malicious damage
however caused damage caused by power surge incorrect location of
the equipment unforeseen outside influences or the failure of a
consumable item as defined in paragraph 12(b).
(d) TFT and other portable computer
screens and all such items are excluded from any technical support
contract.
(e) The Customer is solely responsible
for stored data and the maintenance of such data. LIMA Networks
accepts no liability whatsoever for any consequential loss of such
data or any loss incurred arising directly or indirectly as a
result of technical support services provided.
(f) If in the opinion of LIMA Networks
the Product under contract is beyond economic repair then technical
support services will be withdrawn from that product unless the
Customer purchases an equivalent replacement item from LIMA
Networks.
(g) The Customer shall not modify the
Product subject to a technical support contract without approval
from LIMA Networks in Writing.
(h) The Product is contracted to be
supported at a specific site and LIMA Networks has the right to
make additional charges where extra costs have been incurred due to
a relocation.
(i) Each technical support contract is
for an initial period of twelve months followed by a three month
period of notice which may not be given prior to the end of the
initial period.
(j) LIMA Networks reserves the right to
assign the technical support contracted to the Customer to another
service provider.
(k) Prices may be varied after the
initial period by giving three months notice in Writing to the
Customer.
13. EDUCATIONAL SERVICES
(a) Bookings will be accepted once
confirmed in Writing with a valid purchase order number.
(b) Cancellation of a confirmed booking
is subject to a cancellation fee as follows:
10 or more working days prior to start of course - nothing
5 to 9 working days prior to start of course - 50%
Less than 5 working days prior to start of course - 100%.
(c) There will be no charge for the
substitution of a delegate.
(d) At the sole discretion of LIMA
Networks a delegate with a valid reason for being unable to attend
a course will be given the opportunity to transfer to another
date.
14. LIABILITIES OF LIMA NETWORKS AND THEIR
LIMITATIONS
(a) LIMA Networks accepts liability for
death or personal injury to the extent the same is due to the
negligence of LIMA Networks or its employees in performing a
Contract.
(b) LIMA Networks accepts liability for
any breach by LIMA Networks of the warranties as to title quiet
possession and freedom from encumbrance which may be implied by
law.
(c) Where Software with the agreement of
the Customer is commissioned or ordered by LIMA Networks from a
third party LIMA Networks sole liability in respect of such
Software shall be limited to assigning to the Customer those rights
if any which it may have against the third party.
(d) LIMA Networks accepts liability for
direct physical damage to the tangible property of the Customer to
the extent the same is due to the negligence of LIMA Networks or
its employees in performing the Contract PROVIDED THAT LIMA
Networks total liability for any such damage shall not exceed
£250,000 for each event or series of events arising from the same
cause.
(e) In the event that LIMA Networks is
proved to be in breach of the provisions of the Contract and after
having been given a reasonable opportunity to correct any such
breach fails to do so then it shall be liable to the Customer up to
an amount not exceeding that part of the price of the Products
(including V.A.T.) actually paid by the Customer to LIMA Networks
at the date of a claim by the Customer.
(f) The liabilities specified in this
paragraph and in paragraph 14 represent the total limit of
liability accepted by LIMA Networks under the Contract for any
single or series of claims arising from the same cause unless such
claims arise as a result of a breach of paragraphs 14(a) or
14(b).
(g) In no event shall LIMA Networks be
liable to the Customer either for other or further losses costs or
damages suffered by the Customer as a result of a breach by LIMA
Networks of its obligations under the Contract for the supply of
the Products including any consequential loss of business profits
or savings and whether liability for such losses costs or damages
arise in Contract tort or statute or out of any defect in failure
of or unsuitability of purpose or delay in delivery of the Products
or from any fundamental breach of the Contract by LIMA Networks or
for any losses costs or damages whatsoever under the Contract where
proceedings for such losses claims or damages began six months or
more after the occurrence of the breach giving rise to the claim or
the time when the Customer should reasonably have become aware of
the facts constituting the cause of the action PROVIDED THAT this
limitation does not apply in the case of a claim under paragraph
14(a) or 14(b).
15. INTELLECTUAL PROPERTY RIGHTS
If any claim of direct infringement by any of the Products of
intellectual property rights in the United Kingdom is made against
the Customer and the Customer promptly so informs LIMA Networks in
Writing authorising LIMA Networks solely to defend or compromise
such claims at its discretion then LIMA Networks shall be obliged
to do so at its own expense PROVIDED THAT LIMA Networks shall have
the option to provide the Customer with
i) the right to continue using the Product
or
ii) a non-infringing replacement or change of the
Product or
iii) a refund of the price paid to LIMA Networks
less depreciation calculated by reference to the age of the
Product.
The foregoing states the entire liability of LIMA Networks in
connection with claims based on or resulting from the alleged
infringement of intellectual property rights and is conditional
upon the Customer not doing or having done or omitted to do any act
which may prejudice LIMA Networks defence of the alleged
infringement and not having LIMA Networks to follow an instruction
of the Customer or its agents which gives rise to the alleged
infringement.
16. GENERAL
(a) These conditions may only be
modified or otherwise amended by written agreement signed by or on
behalf of both parties subsequent to the signing hereof.
(b) The invalidity of any provision or
obligation hereunder or the contravention thereby of any statute
law or regulation of any competent government authority shall not
relieve either party of its other obligations nor deprive either
party of the advantages of any other provision of the
Contract.
17. FORCE MAJEURE & GOVERNING LAW
LIMA Networks shall not be liable for any loss or damage caused by
delay or failure in performance of its obligations hereunder where
this is incurred by any reason whatsoever beyond its reasonable
control. The laws of England shall govern this Contract and
the parties hereby submit to the jurisdiction of the English
Courts.
