| Definitions |
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|
| Scan Computers International Ltd. |
We or us |
| Customer: |
You and your |
| Consumer: |
Any person who buys goods from us for purposes which
are outside his trade, business or profession |
| Goods |
The computer hardware and software products sold
by us to you including packaging, manuals and any other ancillary
components or documents |
| Conditions: |
Means the terms and conditions of sale set out in
this document and any special terms and conditions agreed in writing
by us |
| Our Address: |
Scan Computers International Limited
27-28 Enterprise Park
Middlebrook
Horwich
Bolton
BL6 6PE
UK |
| Our telephone number: |
0871 472 4747 |
| Our business facsimile number: |
0871 472 4787 |
| Our online contact: |
Customer
Support |
|
| The conditions which apply to your purchase
of goods from us |
| The conditions in
Part I apply to your purchase of goods from us whether you are
a consumer or not. |
| The conditions in Part
II apply to you purchase of goods from us only if you are a consumer. |
| The conditions in Part
III only apply to your purchase of goods from us if you are not
a consumer. |
| Voluntary Code |
|
| This code only applies as between
you and us if you are a consumer. This code is intended to promote
good relations between you and us. The code is entirely voluntary
and does not affect your statutory rights. |
| Important |
|
| In individual circumstances the provisions
of the voluntary code may be more or less favourable to you than your
statutory rights. You are free to withdraw from the operation of the
code at any time and pursue your statutory rights. If you are in any
doubt about your statutory rights you may wish to consult a solicitor
or your local citizens advice bureau. |
| |
|
| PART I |
|
| a) Making an agreement to purchase
our goods |
• The market in the goods is such
that the specification, description and price of individual goods
can change • The invitation to you to order goods
from us is not an offer by us to sell to you goods of the specification
and description at the price indicated. • Your order
is an offer to us to buy the goods of the specification and description
at the price indicated. • Wherever possible we will
accept your order to buy the goods of the specification and description
at the price indicated by e-mail and in which case there will be a
concluded agreement between you and us. • Wherever
it is not possible to accept your order to buy the goods of the specification
and description at the price indicated we will advise you by e-mail
and offer to sell you the goods of the specification and description
at the price stated in the e-mail and will state the period for which
the offer or the price remains valid. • You may accept
our offer by e-mail within the period stated and in which case there
will be a concluded agreement between us. |
| b) Delivery of the goods |
• The price of the goods does not
include delivery by us to you • The costs of carriage
and any insurance which you direct us to incur shall be reimbursed
by you and shall be due on the date for payment of the price.
• The goods shall be delivered by us to your address and
the risk in the goods shall pass to you upon such delivery taking
place. • You should note that our carrier requires
immediate notice to be given of any loss or damage to goods and you
should inspect the goods upon receipt and report any loss or damage
to the carrier immediately. • Insofar as you report
any damage to goods to us within 48 hours of delivery we will refund
the price and carriage or replace the goods at no cost to you.
• In respect of any damage to goods reported to us after
48 hours of delivery we shall require proof from you that the goods
were damaged before receipt by you. |
| |
| Part II |
| a) Payment and Price |
| • We shall not be bound to deliver
the goods until you have paid for them. Payment shall be due when
the agreement is made between us. Time for payment shall be of the
essence. The price due from you is the price indicated as inclusive
of value added tax. |
| b) Delivery |
• We will try to deliver the
goods to you within the time estimated for delivery.
• If we are unable to do so, we reserve the right to deliver
them within 30 days beginning with the day after the day of the
agreement between us.
• If we are unable to deliver the goods to you within 30 days
beginning with the day after the day of the agreement:
1. we shall inform you by e-mail ;
2. we shall make a further offer to you by e-mail to sell you the
goods of the specification and description at the price stated in
the e-mail and will state the period for which the offer or the
price remains valid ;
3. unless you accept the offer we will reimburse any sum paid by
you or on your behalf under or in relation to the agreement within
a period of 30 days beginning with the day after the day on which
the time for delivery expired.
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| c) Your right of cancellation |
• The rights of cancellation
set out below apply to any agreement between you and us save insofar
as the agreement is in respect of computer software if it is unsealed
by you.
• You have a right to cancel the agreement at any time before
the expiry of a period of 7 working days beginning with the day
after the day on which you receive the goods.
• You may cancel by giving us notice in any of the following
ways:
1. by a notice in writing which you leave at our address (given
above);
2. by a notice in writing which you send by post to our address
(given above);
3. by facsimile to our business facsimile number (given above);
4. by electronic mail to our electronic mail address (given above);
and the notice shall operate to cancel the agreement between us.
• If you cancel the agreement :
1. you must return the goods to us at the address given above ;
2. the goods must be returned to us complete (please note the definition
of goods given above) ;
3. you are responsible for the cost of returning the goods to us
at the address given above ;
4. you are under a duty to take reasonable care of the goods (including
reusable packaging, manuals etc) until they are returned to us ;
5. you are under a duty to take reasonable care to see that they
are received by us and not damaged in transit ;
6. we will reimburse any sum paid by you or on your behalf under
or in relation to the agreement including the costs of carriage
and any insurance which you directed us to incur.
7. we will charge you the direct costs to us of recovering any goods
supplied by us if you fail to return the goods to us. |
| d) Our right of cancellation |
| • If for reasons beyond our reasonable
control, including but not limited to an inability or failure on the
part of the manufacturers or suppliers of the goods to supply the
goods to us, we are unable to supply the goods to you, we may cancel
the agreement at any time before the goods are delivered by giving
notice to you. We shall promptly repay to you any sums paid by you
or on your behalf under or in relation the agreement. We shall not
be liable for any other loss or damage whatever arising from such
cancellation. |
| e) Statutory rights |
• Your right of cancellation is
in addition to your other statutory rights. • The after
sales service and guarantees and the voluntary code for the return
of goods by you to us mentioned below do not affect your statutory
rights. |
| f) Guarantees and after sales service |
• We guarantee that the goods will
correspond with the stated description and specification.
• We guarantee that the goods will be of satisfactory quality
when delivered by our carrier. • We operate a voluntary
code which appears below for the return of goods which have failed
to meet your expectations. • Subject to you complying with
the voluntary code for the return of goods we guarantee that the goods
will remain of satisfactory quality in normal use for 3 months following
delivery and will refund the cost of the goods or credit the cost
of the goods or replace the goods in accordance with timescale for
return of the goods set out in the voluntary code. •
The terms of any manufacturer’s guarantee and after sales service
will be included within the documents accompanying the goods.
• We are willing to provide advice to you in accordance
with the conditions below. |
| g) Advice given by us to you |
• We are always prepared to offer
advice about the goods including advice about installation, compatibility,
configuration, and product upgrades. • We know the
general purpose for which you require our goods and we will take reasonable
care when giving you any advice. • Without knowing
the particular application for which you require our goods and the
exact specification and configuration of any existing system into
which you intend to install our goods we cannot and do not warrant
the suitability of any of our goods for your particular purpose.
• We do offer a service whereby we will install our goods
into your existing system. If you ask us to do that, we can warrant
the suitability of the goods installed by us. |
| h) Your responsibilities |
• It is your responsibility to
ensure compatibility of any goods offered for sale by us both with
the existing components within your system and with any other goods
offered for sale by us. • It is your responsibility to ensure
proper installation of our goods into your existing system. •
It is your responsibility to ensure that wherever necessary you access
the manufacturers web site to download any necessary product upgrades
(including drivers and manuals). |
| Voluntary code for the return of goods
by you to us |
| This code only applies as between
you and us if you are a consumer. This code is intended to promote
good relations between you and us. The code is entirely voluntary
and does not affect your statutory rights. |
| IMPORTANT |
| In individual circumstances the provisions
of the voluntary code may be more or less favourable to you than your
statutory rights. You are free to withdraw from the operation of the
code at any time and pursue your statutory rights. If you are in any
doubt about your statutory rights you may wish to consult a solicitor
or your local citizens advice bureau. |
| The Code |
We recognise that goods supplied by
us to you may not meet your expectations. In our experience there
are many reasons why that may happen. Examples of those reasons
include a defect in the goods at the point of delivery to you, incompatibility
with existing components within your system, poor installation or
simply slower performance than you require.
We are not able to establish why the goods have failed to meet your
expectations without an opportunity of inspecting and testing the
goods.
In any case where the goods fail to meet your expectations we invite
you to return them to us with an explanation of the problem.
In any case where we agree that the problem has arisen because of
a defect in the goods at the point of delivery to you:
we will refund the cost of the goods to you if returned within
28 days of the date of delivery;
in any other case we will replace the goods or provide you with
a credit for the cost of the goods.
In every case where you return goods upon the basis that there was
a defect in the goods at the point of delivery to you we will inspect
and test the goods.
Insofar as it may be established that there was no defect in the
goods at the point of delivery to you, we reserve the right to charge
you £10 as a contribution towards the cost of inspecting and
testing the goods.
In any case where it is established that there was no defect in
the goods at the point of delivery to you:
we will nonetheless try to assist you in resolving the problem
depending upon the age and condition of the goods, we may be prepared
to accept the return of the goods subject to a restocking charge
and refund or credit the balance of the costs of the goods.
insofar as the age or condition of the goods is such that we are
unable to accept their return, we will redeliver the goods to you.
You agree to pay to us the reasonable cost of re-delivering the
goods to you. |
| |
| PART III |
| a) Conditions applicable |
• These conditions shall apply
to all contracts for the sale of goods by us to you to the exclusion
of all other terms and conditions including any terms or conditions
which you may purport to apply under any purchase order confirmation
of order or similar document. • All orders for goods
shall be deemed to be an offer by you to purchase goods pursuant to
these conditions.
1. Acceptance of delivery of the goods shall be deemed conclusive
evidence of your acceptance of these conditions.
2. Any variation to these Conditions (including any special terms
and conditions agreed between you and us) shall be inapplicable unless
agreed in writing by us.
3. These terms represent the entire agreement between you and us. |
| b) Price and Payment |
| • The price (unless otherwise expressly
stated) shall be exclusive of value added tax which shall be due at
the rate ruling on the date of our invoice. • Where the price
is expressed to be inclusive of value added tax we have the right
to adjust the price at any time before delivery to take account
of any increase in value added tax.
• Payment of the price and value added tax shall be due within
30 days of the date of the date of the invoice. Time for payment
shall be of the essence.
• Interest on overdue invoices shall accrue from the date
when payment becomes due from day to day until the date of payment
at a rate of 5% above Barclays Bank plc’s base rate from time
to time in force and shall accrue at such a rate after as well as
before any judgment.
• If you fail to make any payment on the due date then without
prejudice to any of our other rights we may:
1. suspend or cancel deliveries of any articles due to you; and/or
2. appropriate any payment made by you to such of the goods (or
goods supplied under any other contract with you) as we may in our
sole discretion think fit. |
| c) No set off |
| You may not withhold payment
of any invoice or other amount due to us by reason of any right of
set off or counterclaim which you may have or allege to have or for
any other reason whatsoever. |
| d) Delivery and non-delivery of goods
|
| • The goods shall be delivered
to you at your address. The risk in the goods shall pass to you upon
such delivery taking place. • We shall arrange for carriage
of the goods to your address. The costs of carriage and any insurance
which you reasonably direct us to incur shall be reimbursed by you
without any set-off or other withholding whatever and shall be due
on the date for payment of the price. The carrier shall be deemed
to be your agent.
• We shall not be liable for any loss or damage whatever
due to failure by us to deliver the goods or any of them promptly
or at all.
• Notwithstanding that we may have delayed or failed to deliver
the goods or any of them promptly you shall be bound to accept delivery
and to pay for the goods in full provided that delivery shall be
tendered at any time within 3 months of the agreement. |
| e) Retention of title by us |
| • The goods shall be at your risk
as from delivery.
• In spite of delivery having been made property in the goods
shall not pass to you until:
• you have paid the price plus value added tax in full; and
• no other sums whatever shall be due from you to us.
• Until property in the goods passes to you the goods and
each of them shall be held by you on a fiduciary basis as bailee
for us.
• You shall store the goods (at no cost to us) separately
from all other goods in your possession and marked in such a way
that they are clearly identified as our property.
• Notwithstanding that the goods (or any of them) remain our
property you may sell or use the goods in the ordinary course of
your business at full market value for our account. Any such sale
or dealing shall be a sale or use of our property by you on you
own behalf and you shall deal as principal when making such sales
or dealings.
• Until property in the goods passes from us the entire proceeds
of sale or otherwise of the goods shall be held in trust for us
and shall not be mixed with other money or paid into any overdrawn
bank account and shall be at all material times identified as our
money.
• We shall be entitled to recover the price (plus value added
tax) notwithstanding that property in any of the goods has not passed
from us.
• Until such time as property in the goods passes from us
you shall upon request deliver up to us such of the goods as have
not ceased to be in existence or resold. If you fail to do so we
may enter upon any premises owned occupied or controlled by you
where the goods are situated and repossess the goods. You authorise
us to repossess the goods from any other premises where the goods
may be situated from time to time provided always that we have the
consent of the person who owns, occupies or controls such premises
to enter thereon. On the making of a request by us to you to deliver
up such goods your rights to sell, use or otherwise deal with the
goods shall cease.
• You shall not pledge or in any way charge by way of security
for any indebtedness any of the goods which are our property. Without
prejudice to our other rights, if you do so all sums whatever owing
by you to us shall forthwith become due and payable.
• You shall insure and keep insured the goods to the full
price against ‘all risks’ to our reasonable satisfaction
until the date that property in the goods passes from us, and shall
whenever requested by us produce a copy of the policy of insurance.
Without prejudice to our other rights, if you fail to do so all
sums whatever owing by you to us shall forthwith become due and
payable.
• You shall promptly deliver the prescribed particulars of
this contract to the Registrar in accordance with the Companies
Act 1985 Part XII as amended. Without prejudice to our other rights,
if you fail to do so all sums whatever owing by you to us shall
forthwith become due and payable. |
| f) Acceptance of the goods |
| • You shall be deemed to have accepted
the goods 3 days after delivery to your carrier. • After
acceptance you shall not be entitled to reject goods which are not
in accordance with the contract. |
| g) Rejection of the goods |
| • If you properly reject any of
the goods which are not in accordance with the contract you shall
nonetheless pay the full price for such goods unless you return such
goods to us at your cost before the date when payment of the price
is due. |
| h) Return of goods which are in accordance
with the contract |
| • No goods delivered to you which
are in accordance with the agreement will be accepted for return by
us without our prior written approval (in accordance with our returns
authorisation procedure) and on terms to be determined at our absolute
discretion. • If we agree to accept any such goods for return
you shall be liable to pay a handling charge of (10%) of the invoice
price. Such goods must be returned by you to us carriage-paid and
in the original packaging.
• Goods which are in accordance with the agreement and are
returned without our prior written approval may at our absolute
discretion be returned to you or stored at your cost without prejudice
to any other rights or remedies we may have. |
| i) Variations in description or specification |
| • We may deliver goods of a different
description or specification from that agreed and as may be required
to comply with any applicable safety or statutory requirements or
which do not materially affect the quality or fitness for purpose
of the goods. |
| j) Limitations upon our liability
to you |
| • Our liability to you for any
breach of contract or negligence (save and except our liability for
negligence for death or personal injury) shall be limited to the price
of the goods together with any expenses incurred by you in notifying
us and returning the goods to us. • We shall not be liable
for any consequential loss including without limitation any loss
caused by interruption of your business, loss of electronic information
or physical damage to property and whether directly or indirectly
caused by any breach of contract or by negligence by us or by any
servant or agent of ours.
• We recommend that as a matter of good business practice
you maintain insurance and that you maintain a back up system and
that you back up your electronic information. |
| h) Choice of law and jurisdiction
|
| • This contract is subject to the
law of England and Wales.
• All disputes arising out of this agreement shall be subject
to the exclusive jurisdiction of the courts of England and Wales.
• If any part of these terms and conditions shall be found
to be unlawful, it shall not affect the validity or enforceability
of the remainder of the conditions. |
| i) Third Party Technology –
NVDVD trade/system builder purchase agreement |
| • You understand that NVIDIA DVD
Decoder may contain technology related to the patent portfolio claimed
by MPEG LA, L.L.C. (“MPEG Technology”), and you agree
to be responsible for payment of all licensing and other fees, if
any, to MPEG LA, L.L.C. in connection with your marketing, sale and
distribution of NVIDIA DVD Decoder hereunder. Notwithstanding any
other prior or future agreement addressing indemnification by Scan,
you further agree that Scan shall not be required to indemnify you
or any related third party for any action or claim arising from incorporation
and use of MPEG Technology in NVIDIA DVD Decoder. |
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