iTechnology BUSINESS SOLUTIONS LIMITED

1. DEFINITIONS
1 .1 “Company” means iTechnology Business Solutions Limited, its trading divisions subsidiary or associated companies;
1 .2 “Client” means the customer receiving goods or services from the Company;
1 .3 “Goods” means all equipment, software or services which are subject to the Client’s order which are to be supplied to the Client by the Company under these Conditions.
1.4 No addition, deletion or any other alteration to the terms shall apply unless specifically agreed to in writing by the Company.
1.5 By acceptance of the Company's invoice or service receipt, the Client agrees to these Terms and Conditions.
2. ORDERS
2.1 There shall be no binding agreement between the Client and the Company until the Client’s order has been accepted in writing by Company. Any prior indications by the Company made verbally shall be provisional only.
2.2 All orders must be placed using the standard format specified by the Company and request delivery up to 90 days of the order issue date. Orders must in any event comply with the Company’s prevailing ordering procedures.
2.3 All orders are accepted subject to the availability of Goods and to these terms and Conditions. No terms or conditions put forward by the Client shall be binding on the Company.
2.4 The Client accepts that these Conditions and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation undertaking or understanding of any kind.
2.5 If the Client requests a change or cancellation of an order the Company reserves the right to reject the change or cancellation or accept it and charge 20% of the order value.
2.6 No cancellation will be accepted in respect of orders for items not normally stocked by the Company. Any such items would be specifically ordered for the Client and will be held by at the Client’s risk and the Client shall insure accordingly.
3. CHARGES AND PRICES
3.1 Unless otherwise expressly agreed in writing the Goods shall be sold and invoiced at the Company’s current prices at the date of dispatch. Catalogues, price lists, videos and other advertising material are provided for illustrative purposes only.
3.2 Unless otherwise agreed in writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to the Client.
3.3 All quotations are valid only on the date given and all quotations and prices are based on details provided by the Client and do not apply where the Client alters the details or which such quotations and prices are based. The Company reserves the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by the Client and to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of quotation and delivery.
3.4 All work carried out at the Client’s request, whether experimentally or otherwise, shall be charged.
3. 41 Should expediated delivery be agreed and necessitate overtime or additional costs, an extra charge may be applied.
3. 42 All goods supplied shall be charged for.
4. DELIVERY
4.1 Delivery shall be at the Client’s premises or, if different, the place specified in the Client’s order.
4.2 The Company will deliver as near as possible to the delivery premises as safe hard road permits and to the ground floor only of such premises. The Client shall provide at its own expense the labour for unloading and the Client shall unload with reasonable dispatch. Where such labour is not made available The company shall be entitled to charge the cost of labour in unloading. Damage caused due to inadequate delivery access or careless unloading shall be at the Client’s risk.
4.3 Dates and times quoted by the Company are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages.
4.4 The Client shall note any claim for short delivery and/or damage to components or packaging on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Company within 7 days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period.
4.5 The Company reserves the right to make part deliveries. Any request by the Client for Company to delay or split delivery may result in a stock holding charge and any additional cost incurred by Company being payable by and invoiced to the Client. Any Goods so held shall be at the risk of the Client which shall insure accordingly.
5. PAYMENT
5.1 If the Client is not an account holder approved in writing by Company all invoices are payable before delivery of the Goods or immediately following submission of a pro forma invoice from the Company, whichever is the earlier.
5.2 If the Client is an approved account customer all invoices are payable net within 28 
days of the date of the invoice. Sales Invoice queries must be made in writing by the client and received by the company within 10 days of the invoice date. If a Sales Invoice has not been queried within this time it will be deemed as correct and due for payment within the stated payment terms.
5.3 Time is of the essence with regard to payment of any sums due to Company.
5.4 The Client shall not be entitled to withhold payment of any amount due to the Company in respect of any claim for damage to Goods or any alleged breach of contract by the Company, nor shall the Client be entitled to any right of set-off.
5.5 Without prejudice to the Company’s other rights if the Client fails to pay any amount on the due date;
5.5.1 The Company shall have the right to cancel any contract made with the Client and/or to suspend deliveries;
5.5.2 The Company reserves the right to charge interest on a daily basis on overdue amounts at the rate of 4% above Barclays Bank base rate until payment,
5.5.3 The Client shall indemnity the Company and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts;
5.5.4 The whole of the balance then outstanding to Company by the Client on any account whatsoever shall become immediately due and payable.
5.6 The Company reserves the right to require the Client to pay for Goods in advance and to recharge or refuse discount if the Client fails to maintain credit account arrangements satisfactory to the Company.
6. TITLE
6.1 The Company shall retain full ownership of and title to all Goods delivered to the Client or any part thereof unless and until the Client has paid all sums owing to the Company. The Company transfers no title to or ownership in Goods comprising software (or any other software) to the Client or any third party.
6.2 While any amount remains outstanding to the Company from the Client:
6.2.1 The Client shall keep the Goods as fiduciary bailee for the Company and shall store them separately from its other chattels and in a manner which clearly shows that they are owned by the Company;
6.2.2 The Client shall not pledge or in any way charge by way of security for any i indebtedness any of the Goods which remain the property of Company;
6.2.3 The Client will deliver up or have delivered up to the Company Goods upon demand and the Company may without limiting any other rights or remedies available to it at law in equity or by statute seize repossess and/or resell Goods at its discretion and in the exercise of such rights Company may enter any premises in which it reasonably believes from time to time any Goods are located;
6.2.4 The Client may only sell transfer or otherwise dispose of the Goods to its customers in the ordinary course of its business and in accordance with the provisions of these Conditions;
6.2.5 Where the Client is paid by or on behalf of any customer or shall receive the proceeds of any insurance claim in respect of any Goods it shall pay such proceeds to Company as soon as reasonably practicable to do so after receipt until the Company is paid in full and shall hold the same as trustee for the Company and keep a separate account of all such proceeds for such purpose;
6.2.6 The Client shall take all due care (or ensure that all due care is taken) of the Goods and the Client shall bear the sole liability for insurance of the Goods and shall indemnify the Company for any loss whatsoever suffered or incurred by the Company arising out of any failure to insure such Goods.
7. WARRANTY
7.1 The Client acknowledges that the Company is not the manufacturer of the Goods. The Company will pass on to the Client such unexpired warranties it receives from the manufacturer of the Goods as are capable of transfer and the Company liability shall be limited to such guarantee as it may receive from the manufacturer.
7.2 The Client acknowledges that software products are by their very nature susceptible to imperfections in operation and subject to Clause 7.1 no warranty is given in respect thereof.
7.3 The Company obligations and liabilities in respect of the Goods shall be limited to those set out expressly herein and Company specifically excludes but without limitation the implied conditions of satisfactory quality and fitness for any particular use or purpose. The Company shall have no liability whatsoever in 
respect of any advice and / or information which may be given to the Client by Company relating to Goods, configuration or otherwise.
7.4 The Client shall ensure that any warranty and maintenance service performed on Goods is performed by a qualified representative.
7.5 Without prejudice to Clause 7.1 to 7.3 in the event of Company being shown to have been negligent in the supply of Goods or the provision of services its liability:
7.5.1 For death or personnel injury of any person caused by such negligence, shall be unlimited;
7.5.2 In respect of any defects in or failure of Goods or for the loss or damage attributable thereto or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such Goods which upon inspection by the Company appear to be defective and in any event the Company maximum aggregate liability arising in respect of the supply of Goods or services shall be limited to the original VAT exclusive price for such Goods or services.
7.6 The Client is advised to have a maintenance contract in respect of the Goods.
8. RETURNS
8.1 All Goods shall be deemed accepted unless rejected by notice in writing to the the Company within 7 days of delivery or collection of the Goods. My such notice shall give detailed reasons for such rejection.
8.2 Any payment, credit or refund following return of such rejected Goods to the Client shall only be given once the same has been received by the Company from the manufacturer, supplier or insurer as the case may be.
8.3 Before returning any Goods which have been rejected in accordance with Clause 8.1 the Client shall comply with the Company’s returns procedure and in particular but without limitation shall obtain from Company a designated return label which will contain an identification number and which shall be affixed by the Client to the packaging of the Goods to be returned in a prominent position. The issue of a return label is solely for administrative purposes and shall not be taken as an admission of any fault and / or liability whatsoever on the part of the Company in relation to the Goods being returned.
8.4 No Goods shall be returned without the Company’s prior approval and the Company reserves the right to repair Goods rather than accept their return.
8.5 Where Goods are returned in connection with a trade-in offer from the manufacturer the Company will accept such Goods as agent for the Client at the Client’s risk and expense.
9. CLIENT’S PROPERTY
9.1 Client’s property and all other property supplied to the Company on behalf of the Client will be held, worked on and carried out at the Client’s risk.
9.2 The Company shall not be liable for any loss of data whilst working with the Client’s Goods or equipment.
9.3 The Company shall not be liable for any subsequent faults incurred whilst attempting to diagnose, service or repair the above listed equipment.
10. TRADEMARKS, PATENTS AND COPYRIGHTS
1 0.1 The Client recognises the manufacturer’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights.
11. CONFIDENTIAL INFORMATION
The Company may from time to time impart to the Client certain confidential information of a commercially sensitive or technical nature and the Client hereby agrees that it will use such information solely for the purpose of this Agreement and that it will not disclose such information whether directly or indirectly to any third party.
12. SEVERABILITY
12.1 If and to the extent that any provision or any part of these Conditions is deemed to be legally void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain in full force and effect.
12.2 In particular, should any limitation of the Company’s liability contained in these Conditions be held to be illegal void or unenforceable under any applicable statute or rule of law it shall to that extent only be deemed severed here from, but, if the Company thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Conditions.
13. FORCE MAJEURE
13.1 Company shall not be liable to the Client on any account whatsoever in the event that Company is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expression shall mean:
13.1 .1 act of God, war, fire, flood, storm, power failure, reduction of power supplies, mechanical failure or lack or shortage of materials or stock or any other circumstances beyond the reasonable control of the Company; and
13.1 .2 whether or not within Company control, strikes, lock-outs or industrial disputes in relation to Company or any other party or any action taken by the Company in connection therewith or in consequence or the occurrence thereof.
13.2 In such event Company may at its option either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss and without prejudice to the Company’s rights to receive payment of the price of all Goods previously delivered.
14. CONFIGURATION
14.1 Company will configure and install Goods to the specification provided by the Client at the time of order at such rates as it notifies to the Client from time to time.
14.2 The Company will use reasonable care and skill in performing such installation / configuration and will perform such services within a reasonable time.
15. DISTRIBUTION AGREEMENT
1 5.1 The Company agrees with the Client that it will comply with the obligations imposed on it by any agreement with any manufacturer relating to the Goods.
15.2 The Client indemnifies Company against all costs claims expanses demands and penalties suffered or incurred by the Company as a result of a breach of the Client’s obligations under any such agreement, such as but not limited to, sub-licensing of software, copyright and warranty provisions.
16. GENERAL
16.2 The Client may not assign or transfer any of its rights, duties and obligations without the written consent of the Company.
17. LIABILITY
17.1 The Company shall not in any circumstances whatsoever be liable for indirect or consequential loss including but not limited to loss of profits loss or data or use and shall have no liability for any claim based upon the combination or use of any Goods .
18. RELATIONSHIP
The relationship between the Client and the Company shall be as buyer and seller and nothing contained herein shall be deemed to create a partnership or agency.
19. LAW
These Conditions shall be construed according to the laws of England and the Client and Company submit to the non-exclusive jurisdiction of the English Courts in connection with any dispute or proceedings arising out of any contract incorporating these Conditions.