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| Definitions |
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| The Specialist Online: |
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
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| 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: |
theSpecialist Online
2nd Floor
145-157 St. John Street
London
EC1V 4PY
ENGLAND |
| Our online
contact: |
info@thespecialist-online.com
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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. |
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| 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. |
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| 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.
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PART I
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| a) Making an agreement to purchase our
goods |
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• 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.
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| b) Delivery of the goods |
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• The price of the goods includes delivery
by us to you (UK Mainland Only).
• 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 (Worldwide Deliveries).
• 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.
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PART II
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| a) Payment and Price |
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• 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.
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| b) Delivery |
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• 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 |
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• 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 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.
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| d) Our right of cancellation |
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• 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.
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| e) Statutory rights |
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• 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.
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| f) Guarantees and after sales service |
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• 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.
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| g) Advice given by us to you |
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• 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.
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| h) Your responsibilities |
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• 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).
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| 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.
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PART III
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| a) Conditions applicable |
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• 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.
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| b) Price and Payment |
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• 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.
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| c) No set off |
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| 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.
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| d) Delivery and non-delivery of goods
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| • 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.
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| e) Retention of title by us |
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| • 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.
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| f) Acceptance of the goods |
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| • 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.
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| g) Rejection of the goods |
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| • 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. |
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| h) Return of goods which are in accordance
with the contract |
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| • 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.
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| i) Variations in description or specification
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| • 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. |
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| j) Limitations upon our liability to
you |
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| • 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.
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| h) Choice of law and jurisdiction
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| • 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.
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