Centric Networks

Terms and Conditions of Sale

General
1. “Centric Networks” is Centric Networks Ltd.
2. “Company” is any person or company, who buys or has agreed to buy Goods from Centric Networks.
3. ‘Goods’ means goods or skilled labour.
4. These Standard Terms & Conditions of Sale supersede any previous Standard Terms & Conditions of Sale of Centric Networks.
5. Any variation of these Standard Terms & Conditions must be confirmed in writing by Centric Networks.
6. If any provision of this Agreement proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be saved, it shall be severed and the remainder of this Agreement shall remain in force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving party.
7. No Terms & Conditions stipulated by Company shall have effect unless otherwise agreed in writing from Centric Networks signed by an authorised employee of Centric Networks.
8. In addition, Internet services provided by Centric Networks are also subject to Centric Networks Internet Conditions of Use, a copy of which can be found at www.centricnetworks.net
9. Unless otherwise stated, any other agreement(s) entered into with Centric Networks are subject to these Terms and Conditions herein contained.
Prices
1. Unless otherwise stated any prices quoted by Centric Networks are exclusive of:
  - Value Added Tax (VAT) and any other taxes and duties.
  - carriage, packaging and insurance.
  - any release certificates.
  Centric Networks shall charge extra in respect of these items.
2. Prices to Company are subject to change without notice after the date of Seller’s acceptance of Company’s order where Seller has incurred increased costs due to currency exchange rate change, import duty change, increased freight charges, increased prices from supplier or surcharges.
3. Where any agreed call-off is not adhered to by Company, Centric Networks reserves the right to amend the price structure in accordance with the quantities delivered.
4. In any event Centric Networks retains the right to invoice the price ruling at the time of delivery.
5. Centric Networks reserves the right to amend prices to correct errors or omissions.
Delivery
1. All dispatch dates are estimated and are not guaranteed and do not form a term of this contract.
2. Whilst every endeavour will be made to comply with any estimated delivery dates given to Company, Centric Networks shall have no liability whatsoever for delay in dispatch or delivery, or for any loss occasioned thereby.
3. Late delivery does not entitle Company to cancel order.
4. Centric Networks is under no obligation to accept cancellations or the rescheduling of orders.
5. Any shortages in delivery must be notified in writing to Centric Networks within three days.
Payment
1. Unless otherwise agreed in writing, payments are due no later than fourteen days from relevant invoice. Payments for all Internet services are due in advance of such service being provided.
2. Where payments have not been made in accordance with clause 4.1, Centric Networks reserves the right to charge interest on any overdue balance at a daily rate of 3% above NatWest Bank PLC base lending rate.
3. Where a credit account has not for any reason been established with Centric Networks, Company shall submit payment for Goods with the order. Centric Networks reserves the right not to order goods or schedule services against such an order until cleared funds have reached Centric Networks bank account.
4. Where payment is not made in accordance with the terms of section 4.1 above Centric Networks reserves the right to suspend deliveries in accordance with these Terms & Conditions of Sale.
5. Centric Networks reserves the right at Centric Networks complete discretion:
  - to refuse to establish a credit account for any Company,
  - to refuse credit to any Company notwithstanding that a credit amount may already have been established
  - and to withdraw credit account facilities, without prejudice to Centric Networks other rights.
Damage or Loss in Transit
1. The risk in Goods shall pass to Company when Goods are received by Company.
2. Damage should be notified in writing to the carrier and Centric Networks within three days of receipt, and Goods held for inspection to enable a claim to be made on the carrier.
Ownership
1. At Centric Networks discretion, ownership of Goods will not pass from Centric Networks to Company until Company has made a payment in full thereof.
2. If payment is not made in accordance with these Terms & Conditions of Sale, Centric Networks shall have the right (without prejudice to the obligation of Company to purchase Goods, and to any other remedy that may be available to Centric Networks) to retake possession of Goods not fully paid for.
Warranty
1. Unless otherwise stated, if any Goods are or become faulty or defective by reason only of use of defective materials or workmanship within a period of thirty days from date of delivery, Centric Networks will at Centric Networks option either refund the price of such Goods or replace or repair such Goods provided that Company shall have notified Centric Networks in writing of the fault or defect in Goods, and shall have returned the faulty or defective Goods to Centric Networks for inspection in accordance with the returns procedure in Section (9) herein.
2. All third Party Goods, hardware and software, are supplied ‘as is’ without warranty of any kind from Centric Networks. It is Company responsibility to satisfy themselves as to the suitability of any such product and their readiness to agree to any End-User License and/or warranty provided by the third Party, which may apply.
3. Goods supplied to Company by Centric Networks must not be used in any medical or life critical applications by Company or any other third party, without confirmation in writing by Centric Networks. All other warranties, conditions and statements expressed or implied, statutory or otherwise are excluded.
Centric Networks Limit of Liability
1. Employer’s Liability – limit of indemnity £10,000,000.
2. Public and Products Liability – limit of indemnity £2,000,000.
3. To enable Centric Networks to make a claim under its own policy of insurance Company agrees to notify potential claims to Centric Networks within thirty days of the occurrence of the circumstances giving rise to a claim. Centric Networks shall have no liability in respect of claims, which are not notified in time.
4. When a number of occurrences give rise to substantially the same loss Company shall be entitled to make one claim only.
5. Centric Networks shall not in any event be liable to Company for loss of revenue, profit or anticipated profit.
6. Centric Networks shall in no event be liable, for any indirect or consequential loss whatsoever, howsoever occasioned including third party losses incurred by Company resultant from Centric Networks negligent acts, errors or omissions, even if such was reasonably foreseeable.
Returns Procedure
1. If any Goods are or become defective in accordance with Section (7) herein, Company must obtain a GRR (Goods Return Request) number from Centric Networks.
2. The GRR number will be valid for a period of seven days from the date of issue by Centric Networks.
3. Centric Networks reserves the right to refuse acceptance of Goods after this period.
4. Company may have to bear any losses due to price erosion or obsolescence if Goods are returned after the seven days.
5. Any Goods returned must have the GRR number marked clearly on the package. Centric Networks reserves the right to refuse delivery of any Goods returned without a GRR number.
6. All Goods are returned at Company’s own risk.
Errors and Descriptions
1. Every effort will be made by Centric Networks to ensure accuracy of any technical data or literature made available in relation to Goods.
2. Centric Networks accepts no liability for any damage or injury arising from any errors or omissions in such technical data to Company or any third party.
3. No contract can be invalidated due to printing or clerical errors.
4. Any descriptions of Goods are for guidance only and shall not constitute the contract ‘sale by description’.
Force Majeure
If and to the extent that either party is hindered or prevented by circumstances not within its reasonable ability to control, including but not limited to act of God, inclement weather, flood, lightning, fire, industrial action, lockouts, the act or omission of Government, highway authorities, or other competent authority, act of terrorism, war, military operations or riot, act or omissions of third parties for whom the party concerned is not responsible from performing any of its obligations under the Contract, such party shall not be liable for failure to perform such obligations, provided that:
1. the party relying on this sub-article immediately gives written notice to the other of the reason for the fault or delay;
2. the party relying on this sub-article uses all reasonable efforts to overcome the circumstances or delay and notifies the other party in writing of the nature of these efforts; and
3. on cessation of the event of force majeure, the party relying on this sub-article notifies the other of the cessation.
Assignment
Neither party shall assign or otherwise dispose of any of its rights obligations or benefits under the Contract without the prior written consent of the other save for the right of Centric Networks to sub-contract some of the work without notice providing such sub-contracting is not detrimental to the Contract.
Headings
Headings are included in the Contract for ease of reference only and shall not affect the interpretation or construction of the Contract.
Law
English Law shall govern this contract in the Courts of England.