1.1 In these Conditions unless the context otherwise permits:-
"Authorised Representative" means a person whose job title is that of Director, Senior Director or Managing Director.
"Customer" means the person, firm, company, entity or organization with whom Bowyer's contracts for the sale of Products and/or supply of Services.
"the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions as are in force at the date of the Contract and which at that date appear on Bowyer's web site at www.bowyersoffice.co.uk and/or which are available on request from the Partners of Bowyer's at the principal trading address of Lintri House, Church Road, Tyler's Green, Bucks HP10 8LP.
“the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by Bowyer's to a Customer.
"Electronic Means" means any electronic means including without limit on the Web by EDI or Inside Line.
"Bowyer's" means Bowyer’s Office Equipment "The
Conditions/these conditions" shall apply to sales of all products
described in Bowyer’s current comprehensive product listing including
special order product except as otherwise noted below
"Products" means any products (including, for the avoidance of doubt software and instalments of the products or any parts of or for them) sold by Bowyer's to a Customer.
"Services" means any services supplied by Bowyer's to a Customer.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.2 No variation to these Conditions shall be binding
unless agreed by letter signed by an Authorised Representative of
3.1 In placing an order Customer may utilize one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer's Identification" or "Customer Identification").
3.2 It is the Customer's responsibility to keep the
Customer's Identification confidential. Customer has the sole
responsibility for its Customer Identification. Customer shall immediately
inform Bowyer's in case of loss of password or in case of any abuse or
attempted abuse of Customer password or other Customer Identification.
Customer agrees that Customer is entirely responsible for use of
Customer's Identification and that it is Customer's responsibility to have
in place security measures and procedures to ensure use of its Customer
Identification only by authorised personnel for authorised
3.3 Customer agrees that Bowyer's is entitled to rely absolutely on any orders placed on Bowyer's which have utilised Customer's Identification and to deliver as directed by such orders and invoice and be paid in respect of such orders.
3.4 Customer agrees that any order placed via Electronic Means mentioning or utilizing Customer's Identification is a valid and binding purchase order.
3.5 Customer acknowledges that Bowyer's cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to Bowyer's using correct Customer Identification exists and that Bowyer's is nonetheless entitled to rely on data transmitted in the form it is received at Bowyer's.
3.6 Bowyer's has the right to accept or decline any purchase order submitted by Customer.
4. BOWYER'S INFORMATION
4.1 All Product pricing, description, availability and related information ("Information") provided by Bowyer's, in any form, is the property of Bowyer's or its vendors. Bowyer's hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer's purchases and sales of Products sold by Bowyer's to it. Bowyer's shall be entitled to stop the provision of Information at any time without notice. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. Bowyer's makes no warranty, either express or implied on the information or its accuracy. All information is provided to purchaser "as is". If Bowyer's provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a Reseller and is not entitled to use, reproduce or display the Information in any way, which in Bowyer's's opinion; (1) would enable it to be identified as information obtained from Bowyer's (2) would enable comparison of the Information with other suppliers information relating to products or (3) could be damaging to Bowyer's business interests.
5. ORDERS AND SPECIFICATIONS
5.1 The Customer shall be responsible to Bowyer's for ensuring the accuracy of the terms of any order.
5.2 Bowyer's reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The customer cannot cancel the order placed provided the changes do not alter the basic terms of the contract. For other types of changes, the possibility of cancellation will be subject to manufacturer's discretion.
5.3 The withdrawal or cancellation of any order which has been placed by Customer can only take place by means of letter, fax or email of an Authorised Representative of Bowyer's to that end.
5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in clause 4.1) by Bowyer's to Customer does not amount to an offer by Bowyer's to sell such Product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer. In the case of orders placed by Electronic means if Bowyer's shall accept such order it shall do so by delivering the Product to the Customer or the Customer's customer. Notwithstanding any order confirmation or acknowledgement, the acceptance of any order placed by Electronic Means shall not take place or be deemed to have taken place until such time as the Product shall have been so delivered.
5.5 In the case of orders placed by Electronic Means only, notwithstanding any acceptance by Bowyer's of any offer for any Product, if there has been a material and obvious pricing error by Bowyer's, Bowyer's shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true price of the Product at the date of order or, if the Customer shall prefer, collect the Product at Bowyer's expense and credit the Customer for any charges (e.g. price and freight) invoiced by Bowyer's.
5.6 Orders for direct shipment to Purchaser's customers or Special Order Products may require prepayment and may be subject to additional fees.
6. PRICE OF THE PRODUCTS
6.2 If Customer agrees to place an order for Product not available at the time of order (a "Backorder") such order shall be irrevocable and be deemed to be for the Product at the price established at the time the Backorder is taken or confirmed. Should there be any price increase due to a rise of its suppliers price to Bowyer's or direct costs to which Bowyer's becomes subject (including without limit costs resulting from currency fluctuation) Bowyer's shall only increase its price by such level as is necessary.
6.3 Unless otherwise agreed by letter by an Authorised Representative of Bowyer's all prices exclude the cost of delivery.
6.4 All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to Bowyer's.
7. TERMS OF PAYMENT
7.2 Where Bowyer's has agreed to supply the Products on credit Customer shall pay the price of the Products within 30 days of the date of Bowyer's invoice notwithstanding that the property in the Products has not passed to the Customer. Invoices will be dated the day of dispatch of the Products. Bowyer's shall be entitled at its absolute discretion to alter payment terms (other than on concluded Contracts) and withdraw or alter any credit limit granted at any time without notice.
7.3 The time of payment of the price shall be of the essence of the Contract. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it Bowyer's shall be entitled to:-
7.3.1 cancel the Contract or suspend any further deliveries or suspend any services to the Customer.
7.3.2 appropriate any payment made by the Customer to such of the Products as Bowyer's may think fit (notwithstanding any purported appropriation by the Customer).
7.3.3 charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above HSBC Bank base rate from time to time until payment in full is made such interest being calculated on a daily basis.
8.1 Delivery of the Products shall be made by Bowyer's to such place as shall have been agreed between Bowyer's and the Customer. Unless the Customer shall have notified Bowyer's in Writing within 5 working days of the date of Bowyer's invoice that the Products have not been delivered then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mishipment. Bowyer's is entitled to issue its invoice on or after the date of dispatch of Products from its facility.
8.2 Bowyer's shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer's customer (if Bowyer's has agreed to deliver direct) does in fact have the authority.
8.3 Any dates quoted for the delivery of Products are approximate only and Bowyer's shall not be liable for any delay in delivery of the Products howsoever caused.
8.4 Partial delivery is allowed unless otherwise mutually agreed by both parties. Failure by Bowyer's to deliver the rest of the goods shall not entitle the Customer to treat the order as a whole as repudiated.
8.5 For the purpose of these Conditions where Bowyer's has agreed to deliver Products direct to the Customer's customer any such delivery shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery shall be deemed to be a refusal by the Customer.
8.6 The Customer shall bear all costs associated with the unjustified refusal of delivery of products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by Bowyer's, Bowyer's reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.
9. RISK AND PROPERTY
9.1 Risk of damage to or loss of Products shall pass to the Customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when Bowyer's has tendered delivery of the Products.
9.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions the property in the Products shall not pass to the Customer until Bowyer's has received in cash or cleared funds payment in full of the price of the Products and all other Products and Services previously sold or supplied by Bowyer's to the Customer for which payment is then due.
9.3 Until such time as the property in the Products passes to the Customer the Customer shall hold the Products as Bowyer's fiduciary agent and bailee and shall keep the Products separate to those of the Customer and third parties and properly stored protected and insured and identified as Bowyer's property.
9.4 Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) Bowyer's shall be entitled at any time to require the Customer to deliver up the Products to Bowyer's and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
10. WARRANTIES AND LIABILITY
10.2.2 Bowyer's shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow Bowyer's or the manufacturer's or publisher's instructions (whether oral or in Writing) misuse or alteration or repair of the Products without Bowyer's approval.
10.2.3 Bowyer's shall be under no liability under the above warranty if the total price of the Products has not been paid.
10.3 All warranties, conditions or other terms implied by
common law or statute, or otherwise in connection with the sale or
10.4 Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to Bowyer's Customer Services Department. Upon notification of any such claim by the Customer Bowyer's shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided Bowyer's gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to Bowyer's in their original UNMARKED packaging together with details of the RMA number and the Customer's name and address). This clause 10.4 shall only apply to Product Customer is entitled to return to Bowyer's as provided in these Conditions.
10.5 Bowyer's shall not be liable to the Customer for any
economic or financial loss or damage (including without limit any loss of
profits, loss of revenue, liabilities incurred by the Customer to third
parties, or additional expenses incurred or the cost of time spent) or any
consequential, indirect, or special loss or damage costs expenses or other
claims for consequential
10.6 Bowyer's liability for direct loss or damage arising from damage to tangible property for which Bowyer's is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.
10.7 Nothing in these Conditions shall in any way exclude or limit any liability Bowyer's may have for death or personal injury caused by its negligence.
10.8 Bowyer's shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of Bowyer's obligation in relation to the Products if the delay or failure was due to any cause beyond Bowyer's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Bowyer's reasonable control:-
10.8.1 act of God explosion, flood, tempest, fire or accident.
10.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
10.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
10.8.4 import or export regulations or embargoes.
10.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Bowyer's or a third party).
10.8.6 difficulties of Bowyer's supplier in obtaining raw materials labour fuel parts or machinery.
11. RETURNS AND REPAIRS
11.1 Except for Special Order Products, which are expressly excluded from these rules and cannot be returned under any circumstances, if Bowyer's agrees to accept the return of any Products (other than for the purpose set out in Clause 10 above) or agrees to carry out repairs to other Products which have not been purchased from Bowyer's or agrees to repair Products which are out of warranty the Customer shall not send the same to Bowyer's unless they are accompanied by an RMA number previously advised by Bowyer's customer services department and a copy of the suppliers sales invoice and are sent in their original packaging or same or similar material.
11.2 The customer shall notify Bowyer's within 14 working days of any delivery discrepancies, other than for the purposes set out in clause 10. If Bowyer's issues a returns number (RMA), goods must be returned to Bowyer's within 10 working days of the date thereof.
11.3 If Bowyer's has agreed to carry out repairs or to replace Products (or any parts thereof) other than for the purpose set out in clause 10 above the Customer irrevocably authorises Bowyer's to carry out such repairs or provide such replacements as shall place the Products in proper working order.
11.4 Bowyer's shall accept no liability for any damage to or loss in transit in Products returned to Bowyer's whether under this Clause or under Clause 10 above.
11.5 If Bowyer's has agreed to accept the return of Products other than for the purpose set out in Clause 10 above or than for the purpose of carrying out any other repair or replacement the Products must be returned in their original packaging and in a clean resaleable condition failing which Bowyer's will refuse to accept the same and the Customer shall remain liable for the price thereof.
12. INSOLVENCY OF CUSTOMER
12.1 This Clause applies if:-
12.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction.
12.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or
12.1.3 the Customer ceases or threatens to cease carrying
on business or
12.2 If this Clause applies then without prejudice to any other right or remedy available to Bowyer's, Bowyer's shall be entitled to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Products have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
15.2 No waiver by Bowyer's of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
15.4 The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.
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