- 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ
- 0845 094 5326
- info@eposlink.co.uk
Terms And Conditions
Eposlink Services Limited - Terms & Conditions of Business
- GENERAL
Excepting all Eposlink license agreements, these conditions shall apply to all contracts between Epos Link Limited ("Epos Link") and its customer ("the Customer") for the supply of goods or services (respectively "Goods" and "Services") by Epos Link to the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer.
If the terms and conditions of the Customer's order are in any way inconsistent with or purport to vary or qualify these conditions Epos Link's acceptance of the Customer's order shall constitute a counter-offer upon the terms hereof. No terms of such a counter may adjust these conditions without the written agreement of Epos Link.
- ACCEPTANCE OF ORDERS
(A)
Quotations and price lists issued by Epos Link do not constitute any offer to sell the Goods or provide the Services therein referred to and are merely invitations for an order subject to these conditions.(B)
Descriptions and technical information set down in Epos Link's leaflets and catalogues are to present general information on the Goods and Services described in them and shall not form part of the contract between Epos Link and the Customer. Goods will be supplied to Epos Link's current standard design and finish and Epos Link reserves the right to amend detailed designs and specifications from time to time.- PRICES AND PAYMENT
(A)
Eposlink accepts orders for Goods and Services only on the basis that the Goods and/or Services will be supplied at the prices ruling at the date of despatch and quoted prices may be amended accordingly(B)
Any prices in Eposlink's quotation or order acknowledgement exclude the cost of packing, carriage insurance and VAT and other taxes or duties all of which are payable by the Customer.(C)
Subject to 3(D) below, the Customer shall pay for all Goods and Services prior to delivery.(D)
Where Eposlink and the Customer have agreed credit terms in writing signed by their duly authorised representatives and Eposlink has provided the Customer a credit facility, invoices shall fall due for payment on the 30th day following the date of invoice.(E)
Eposlink reserves the right (in addition to any other remedies) to charge interest on overdue accounts at the rate of 4% per annum above Barclays Bank Plc base rate (“Interest”) from time to time. Failure to claim such interest immediately shall not prejudice Eposlink's claim to such Interest at a later date.(F)
Where Goods or Services are delivered by instalments Eposlink may separately invoice each instalment.- DELIVERY
(A)
Eposlink shall use all reasonable endeavour to provide the best possible delivery service but any estimated delivery dates quoted by Eposlink shall not form part of the contract between Eposlink and the Customer.(B)
Eposlink will not be under any liability for loss or damage resulting from any delay in delivery howsoever caused or for non-delivery of Goods or Services arising from any circumstances beyond the control of Eposlink, save as provided in Clause 4(B) below.(C)
All Goods shall be examined by the Customer on receipt. The Customer must give notification of any Goods lost or damaged in transit in writing to Eposlink in the following manner:(i) within 7 days of the date of receipt of the Goods in the event that the Goods are damaged in transit or that the quantities of the Goods do not conform to the advice note accompanying the consignment of Goods (“the Consignment”);
(ii) within 5 days of the date of receipt of the invoice in the case of loss in transit of the total Consignment.
(D)
Subject to the Customer's notification within the time limits laid out in clause 4(B) and Eposlink's acceptance of the claim notified by the Customer, Eposlink shall repair Goods damaged, if possible, or otherwise shall replace Goods lost or damaged or, at its sole discretion, refund the amount of the value of such Goods as invoiced by Eposlink to the Customer or give credit to the Customer against any amount then owing to Eposlink. But, Eposlink shall not be liable for any further claims for direct, indirect or consequential damage or loss whatsoever..- INSTALLATION AND MAINTENANCE SERVICES
(A)
Unless Eposlink has agreed in writing to supply installation services, the Customer shall be responsible for installation of all Goods. Any installation services, which Eposlink undertakes to supply, shall be supplied, unless otherwise agreed in writing, in accordance with these Terms and Conditions of Business.(B)
Any maintenance and support services, which Eposlink undertakes to supply, shall be supplied, unless otherwise agreed in writing, in accordance with these Terms and Conditions of Business.(C)
If Eposlink are requested to provide onsite installation, maintenance or support services, as set out in this Clause 5, then this shall be undertaken at the risk of the Customer.- TITLE OR RISK
(A)
All risks and liability in the Goods shall pass to the Customer on despatch from Eposlink's premises or those of its nominated sub-contractors unless agreed otherwise.(B)
Until the Customer has paid in full for the Goods, the Goods shall remain the sole and absolute property of Eposlink as legal and equitable owner.(C)
The Customer shall in the possession of the Goods act solely as bailee and fiduciary agent for Eposlink until such time as title in them has passed pursuant to clause 6(B) above.(D)
the title of the Goods has passed pursuant to clause 6(B) above:(i) the Customer shall store and label them in such manner that they shall at all times remain separate from other goods in the Customer's possession and be readily identifiable as Eposlink's Goods;
(ii) Customer shall insure them to their full value and shall indemnify Eposlink for loss damage to or destruction of any of them and shall hold any insurance monies payable in respect of them in trust for Eposlink;t.
(iii) the Customer shall be bound to deliver them up to Eposlink on request or upon the Customer being declared bankrupt or a Winding Up Order is made against the Customer or the Customer suffers the appointment of a Receiver Liquidator or Administrator, and for such purpose Eposlink may at any time recover them from the Customer and for the purpose of such recovery Eposlink's servants and agents may enter upon land or buildings upon or in which the Goods are situated and Eposlink shall have free and unencumbered rights to deal with Goods so delivered up or recovered free from any rights of the Customer to the Goods or the proceeds of sale thereof;
(E)
Notwithstanding any purported appropriation by the Customer to the contrary Eposlink shall be entitled to appropriate any payment or payments for Goods made by the Customer to Eposlink for such Goods and account therefore as it shall deem fit.(F)
The provisions of this condition 6 shall apply notwithstanding that the Goods shall have been added to or incorporated in goods of the Purchaser and/or those of any third party provided that the Goods remain identifiable as discrete goods and that the process by which they have been added to or incorporated in the Purchaser's goods is reversible but shall apply in relation only to the Goods themselves and not to the product of the mixing or incorporation.- LIMITED WARRANTY
(A)
subject to clause 7(C) below Eposlink hereby warrants to the Customer that if any defect of workmanship or materials in Goods (excluding software) is notified to Eposlink within 12 months of the date of delivery to the Customer and the defective Goods are returned (as provided by clause 8 below) to Eposlink promptly upon discovery of such defect Eposlink shall repair the Goods without charge shown to the satisfaction of Eposlink to be defective in workmanship or materials (and not as a result of misuse) or at sole discretion replace such Goods or make refund of or give credit to the Customer against any amount then owing to Eposlink up to the amount of the value of such Goods as invoiced by Eposlink to the Customer.(B)
Customer must ensure that the Goods returned are properly packed so as not to sustain any damage in transit. Eposlink will not accept responsibility under this warranty for damage, which Eposlink reasonably considers to have occurred during such transit.(C)
The warranty given above is (save as stated in clause 7(D) below) subject to the following terms and conditions:(i) It is given and shall be accepted by the Customer in lieu of and to the exclusion of all guarantees conditions stipulations or warranties express or implied whether by Statute or otherwise save for the implied condition as to Eposlink's title to the Goods.
(ii) Failure of Goods to match exactly the finish and design of other Goods previously supplied by Eposlink is not to be regarded as a defect for the purposes of such warranty.
(iii) Eposlink shall not in any circumstances be liable to the Customer for any indirect or consequential loss or damage or for any claim against the Customer by any third party and the warranty given by Eposlink hereunder shall not be transferable to any person.
(iv) Any warranty of the Manufacturer shall apply to the Goods unless stated to the contrary and to that extent Eposlink shall have no liability under this Clause 7.
(E)
Notwithstanding any purported appropriation by the Customer to the contrary Eposlink shall be entitled to appropriate any payment or payments for Goods made by the Customer to Eposlink for such Goods and account therefore as it shall deem fit.(F)
The provisions of this condition 6 shall apply notwithstanding that the Goods shall have been added to or incorporated in goods of the Purchaser and/or those of any third party provided that the Goods remain identifiable as discrete goods and that the process by which they have been added to or incorporated in the Purchaser's goods is reversible but shall apply in relation only to the Goods themselves and not to the product of the mixing or incorporation.- RETURNS
No Goods may be returned without Eposlink's prior written consent. Goods authorised for return may only be returned under the following conditions:
(i) The Goods must be returned within 7 days of receipt by the Customer.
(ii) The Goods must be packed in such a way as to arrive back at Eposlink's premises in a saleable condition without the incurring of expense by Eposlink;
(iii) Name and address of the Customer and name of contact and Company advice note number must be enclosed with the Goods;
(iv) Reasons for return (as stated unless authorisation for return was requested) must be documented, stating total quantity of Goods returned;
(v) Documents must accompany the Goods.
- CANCELLATION
If an order is cancelled Eposlink shall be entitled to claim as damages an amount up to 100 per cent of the value of the order and shall have the right to realise at its discretion all monies securities valuables or goods pledged with it or held by it on behalf of the Customer and to apply the proceeds in or towards the satisfaction of such damages.
- CUSTOMER PROPERTY
Customer's property and all property supplied to Eposlink by or on behalf of the Customer will be held worked on and carried out at Customer's risk.
- INTELLECTUAL PROPERTY
(A)
If Goods or software are prepared according to the Customer's designs or specifications the Customer shall indemnify Eposlink against any claims or liability for infringement of any registered design, unregistered design right, copyright, patent trade mark, or other industrial property right in consequence of such supply and Eposlink shall have no responsibility for such infringement.(B)
In the event the Customer becomes aware of any registered design, unregistered design, right, copyright, patent, trade mark or other property right infringement claim concerning the Goods:(i) Eposlink must be notified promptly in writing by the Customer of any notice or intimation of such claim;
(ii) Eposlink may at its option assume sole control of the defence in any action on such claims and all negotiation for its settlement or compromise; and
(iii) Should Eposlink's products become or in Eposlink's opinion be likely to become the subject of a claim of infringement the Customer will permit Eposlink at its option to replace or modify the same so that it becomes non infringing and the Customer shall have no claim in respect of such replacement or modification.
- SOFTWARE
(A)
In relation to any third party software ("Third Party Software") included in or supplied with the Goods, Eposlink only transfers to the Customer such title right or licence therein as Eposlink may have or be entitled to transmit and no warranty is given in respect of such rights. Subject to any express licence in writing entered into by the Customer with the owner of such rights the limit of the right or interest in any such Third Party Software which the Customer shall receive shall be such right or licence to use or enjoy such Third Party Software as may be permitted or conferred by the owner of the rights and which is either manifest from the Third Party Software concerned (or any document attached to or accompanying such Third Party Software) or which has otherwise been notified by Eposlink to the Customer in writing.(B)
In relation to Eposlink's own Proprietary Software supplied to the Customer the provisions of Eposlink's standard Software Licence annexed hereto or supplied to the Customer prior to acceptance of the Customer's order shall apply.- FORCE MAJEURE
Eposlink shall not be under any liability to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer attributable to circumstances outside the control of Eposlink of any cause of nature whatsoever and no such failure or delay shall be deemed for any purpose of these Conditions to constitute a breach of contract.
- TERMINATION
Without prejudice to any other rights, Eposlink may determine the contract governed by these Conditions if:
(i) Customer shall fail to take delivery of Goods or Services when required to do so
(ii) The Customer is otherwise in breach of these conditions of Business and does not rectify such breach within 5 days notice by Eposlink
(iii) distress execution of other legal process is levied upon any of the Customer's assets; or
(iv) The Customer shall stop payment, make an arrangement or composition with its creditors (whether generally or pursuant to proposals made under Section 1 of the Insolvency Act 1986) or have a Resolution passed against it for its winding up or an administrative order made in respect of it or any liquidator or administrator receiver judicial administrator or receiver or manager appointed in respect of any part of its undertaking or assets.
- NON-PAYMENT
Without In the event that the Customer shall fail to pay in full for Goods or Services or any separately-invoiced instalments thereof by the due date or shall fail to pay by the due date for any other Goods or Services supplied to it by Eposlink then Eposlink shall be entitled without liability either:-
(i) to refuse to make any further deliveries of the Goods and suspend Services pending payment in full by the Customer of all monies and interest due and owing to Eposlink provided that such refusal shall constitute neither a repudiation nor a rescission of any contract between the parties and that the Company shall be and remain entitled to claim damages for the Customer's breach or breaches of any contract on the basis that the Customer's obligations are unaffected by such refusal; or
(ii) in the event only of a failure to pay by the due date for the Goods or Services or an instalment thereof) to elect to treat that failure as a repudiation of the contract for such Goods or Services justifying its termination by Eposlink without prejudice to any rights of Eposlink.
- REGULATORY AND OTHER APPROVALS
It is the responsibility of the Customer to inform Eposlink in writing of all regulatory or other standards that the Goods or Services must meet.
- INDULGENCE
Any failure by Eposlink to enforce any of the contract terms shall not be construed as a waiver of any of its rights under these Conditions.
- ERRORS AND OMISSIONS
No contract shall be invalidated because of printing or clerical errors or omissions.
- APPLICABLE LAW
The proper law of all contracts between Eposlink and its Customers shall be English Law and all contracting parties submit to the exclusive jurisdiction of the English Court.
- SEVERABILITY