1.1 General
These terms and conditions which shall supersede all previous conditions, shall apply to all trading between Bit Systems and the Customer. Acceptance by Bit Systems of an order is conditional upon acceptance by the Customer of the following conditions which override all other terms or conditions in consistent therewith, express or implied. No variation of these conditions shall be binding upon Bit Systems unless previously agreed by us in writing. Bit Systems reserve the right to cancel an order acceptance if
(a) the Customer’s credit rating profile is poor
(b) the Customer’s terms & conditions are unacceptable
(c) the Customer fails to provide further documentation to support
the placement of order by a specific deadline, as requested by Bit Systems in writing.
1.2 Price
The price is a budget quotation and subject to increase / decrease once a site survey has been performed by a Bit Systems Consultant. Our quotation is made at prices applicable to the quantities specified, any prices quoted shall only be valid for a period of seven days from the date of the quotation.
1.3 Delivery
Any delivery dates quoted whether verbally or otherwise are estimates only, not guaranteed. Time quoted for the delivery is not a condition of the contract. Delivery of the goods to the Customer’s address or any other place stipulated by the Customer shall constitute delivery and the risk therein shall pass upon such delivery to the Customer. Bit Systems shall be entitled to make partial deliveries by instalments and these conditions shall apply to each partial delivery.
1.4 Lien
Legal title to the goods shall remain with Bit Systems until such time as Bit Systems has received payment of the price of the goods and of the price of any other goods or services previously or subsequently supplied.
1.5 Returns
Goods supplied in accordance with Customer’s orders cannot be accepted for return without prior consent. Returned goods must be sent carriage paid. We reserve the right to levy handling charges where goods are returned for replacement or credit. Such goods must be in original condition and will be subject to a minimum charge of 20% of invoice value and VAT.
(a) The Customer will fully pay for the goods prior to delivery. If Bit Systems agrees to extend credit facilities to the Customer then the payment will be 50% prior to delivery and the remaining 50% payment within 30 days of delivery, unless otherwise specified.
(b) Interest at the rate of 5% per month accruing daily shall be payable in respect of all sums not paid by the date on which they are due.
1.7 Value Added Tax
The prices quoted do not include V.A.T., which must be charged at the standard prevailing rate.
1.8 Installation
Installation work will be undertaken during weekdays Monday to Friday, between the hours of 08:00 and 17:30. Work requested by the Customer outside these hours will be charged at 150% of the weekday charge for the work done Monday to Friday between 17:30 and 08:00. Saturday and Sunday working or work undertaken during public holidays will be charged at 200% of the weekday charge.
1.9 The European Waste (WEEE) Directive
The WEEE obligation of any goods supplied by Bit Systems (the producer) to a Customer, are automatically transferred to the Customer upon receipt of a Purchase Order by Bit Systems .
2.0 Quality of Service
If, at any time, you believe our service to you could be improved, or if you are dissatisfied with any aspect of our service, you should raise the matter with the engagement Director responsible for providing our Services to you. We will address your concerns as promptly and carefully as possible. However, if we are unable to satisfy your concerns you have the right to address our Service Director, or Managing Director.
2.1 Consequential Loss
Bit Systems Ltd will not be held liable for any consequential loss arising from any failure on their part to supply goods or services that do not comply strictly with the requirements laid down in the System Specification.
2.2 Sub-Contracting
We shall be entitled to sub-contract any of the Services without prior notice to you. Where we do so, we may share any relevant information with the sub-contractor for any purpose connected with the Engagement and (unless otherwise agreed) we shall accept responsibility for their work which shall be deemed to be part of the Services.
2.3 System Shortcomings
Bit Systems cannot be held responsible for any shortcomings in the system supplied by Bit Systems other than those features specifically stated in our quotation. It is the Customer’s responsibility to make sure that the Bit Systems hardware and software meets the needs of the Customer and is ‘fit for purpose’, prior to placing an order with Bit Systems .
2.4 Errors and Omissions
Bit Systems reserves the right to amend any accidental errors and omissions without liability.
2.5 Employees
Without the prior consent in writing of the other, neither party shall for the duration of This Agreement or for six months thereafter solicit, procure, or attempt to procure the employment of or offer employment to any person employed in the Provision of Maintenance/Support Services or any other service. If in breach of these obligations a recruitment fee of 50% of the annual salary of the staff so employed will be incurred.
2.6 Confidentiality
All trade or professional secrets or other factual information supplied by either party shall remain the property of the supplying party and, Bit Systems and the Customer agree that they will not disclose to any person, firm or company any secret or confidential information or methods of working which may be revealed by one to the other.
2.7 Publicity
Unless or until the Customer gives notice in writing to the contrary, Bit Systems may publicise the fact that it had been commissioned to carry out work or supply goods to the Customer. Bit Systems is not however entitled to provide any detailed information in relation to the supply, without prior approval from the Customer.
2.8 Force Majeure
Bit Systems will not be deemed to be in breach of any of its obligations under the contract or otherwise be liable to the Customer due to any damage, delays or non-performance directly or indirectly caused by the lack of instruction from Customers, government regulations or requirements. Nor any failure to perform any such obligations by reason of any cause or event beyond Bit Systems ’s control (including without limitation breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war). Other causes whether similar in nature to any of those herein specified, deemed beyond Bit Systems ’s reasonable control, include Acts of God and any law/regulation of any government or any local or municipal authority. If any such event continues for more than 28 days Bit Systems may terminate the agreement forthwith by written notice to the Customer without prejudice to the accrued rights of either party.
2.9 Intellectual Property Rights
The Intellectual Property Rights in all materials provided to the Customer, or otherwise generated during the course of carrying out the Engagement (including methodology, software, knowhow and working papers), shall remain property of Bit Systems .
3.0 Rights and Invalidity
No forbearance delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach. The illegality, invalidity or unenforceability of any clause of this Agreement will not affect the legality, validity or enforceability of the remainder. If any clause of this Agreement is found to be illegal, invalid or unenforceable, the parties agree that they will substitute a clause in such a form similar to the offending clauses as is possible without thereby rendering it illegal or invalid or unenforceable.
3.1 Jurisdiction and Governing Law
This contract shall in all respects be construed and operate as an English contract in accordance with English Law.