Terms and Conditions of Sale

1. 1 Interpretation

In this Agreement, unless the context otherwise requires:

1. 1.1 “Order Form” means the sale agreement accepted and / or signed by the Purchaser and the Vendor overleaf.
2. 1.2 “Goods” means the equipment, software or services identified on the Order Form as the goods which the Purchaser is hereby buying from the Vendor.
3. 1.3 “Purchaser” means the person identified on the Order Form as the buyer of the Goods
4. 1.4 “Vendor” means IES Computers Ltd.
5. 1.5 “Reseller” means a person who has signed a reseller’s agreement with the Vendor.

1. 2 Exclusive terms and conditions
2. 2.1 The Purchaser hereby buys and acquires the Goods from the Vendor, who sells and transfers the same to the Purchaser, for the price indicated on the Order Form and subject to the following terms and conditions.
3. 2.2 Acceptance of the Goods shall be conclusively deemed to be acceptance of these Conditions of Sale.  Any written or oral terms which conflicts with or add to these conditions and sought to be imposed by a Purchaser is not accepted. No agent or representative of the Vendor has authority to vary these conditions unless such alteration has been consented to in writing by the Vendor.

1. 3 Payment and Price
2. 3.1 All invoices are due for payment on the date shown on the invoices.  Payment is to be made in Euro unless otherwise agreed in writing by the Vendor.
3. 3.2 The Purchaser undertakes and binds himself to pay to the Vendor interest at the rate of 8% or such other maximum rate as may be allowed by law from time to time, on any amount which he fails to pay on or before the day on which any such amount was due to be paid.  Such interest shall accrue from day to day and shall continue to accrue until the date of effective payment. Unless otherwise, VAT is shown as a summary report on all relevant documents. Prices are subject to change without notice. Prices are only guaranteed for those items which are in stock at time of order.

1. 4 Availability of Goods

The Vendor undertakes to use its best endeavours to comply with the date indicated on the Order Form for dispatch or delivery.  Such date, however, is given and intended as an estimate only and is not to be of the essence of the contract.  If due to non-availability of the Goods or any other cause beyond the Vendor’s control, the Vendor shall be unable to effect delivery of the Goods within a reasonable time, the Vendor may, in its sole discretion, terminate the contract or part thereof by giving notice to the Purchaser to that effect. 

1. 5 Property and Risk
2. 5.1 For so long as any amounts (including interest as is mentioned in article 3.2 above) remain owing from the Purchaser to the Vendor (whether such amounts be immediately due or not), title of the property to all Goods shall continue to vest in the Vendor and ownership shall not pass to the Purchaser until the Vendor has received payment in full.  All risks in connection with the Goods shall be borne by the Purchaser as from the moment goods are delivered or collected..
3. 5.2 Pursuant to the provisions of article 5.1 above, the Vendor is precluded from selling or in any other manner alienating or disposing of the Goods at any time before payment in full has been effected in favour of the Vendor.
4. 5.3 If the Purchaser fails to pay any outstanding amount (including interest) on or before the day when such amount becomes due, then without prejudice to any other right which the Vendor might have, the Vendor shall have the right to retake possession of all Goods and to retain in full any and all amounts already received from the Purchaser as Hire for the time during which the Goods shall have been in the possession of the Purchaser.  The Purchaser hereby irrevocably grants to the Vendor the right to enter any premises under the Purchaser’s control for the purposes of resuming possession of the Goods.
5. 5.4 Until such time as all amounts owing to the Vendor shall have been paid in full, the Purchaser undertakes to:

keep the Goods in good working order and condition;

have any repairs or upgrades which the Goods might require from time to time effected exclusively by the Vendor; and

obtain the prior written consent of the Vendor before any of the Goods are removed from the premises indicated on the Order Form.

1. 6 Design Variation

Whilst the Vendor undertakes to make every effort to ensure that the Goods supplied correspond in every respect with the sample, specification or description provided as the case may be, the Vendor shall not be responsible for any minor variations in specification, in colour or other design features and no such minor variation shall entitle the Purchaser to rescind the contract of sale or shall be the subject of any claims against the Vendor by the Purchaser.

1. 7 Claims
2. 7.1 No liability for any claim for damage or non-functionality or missing items such as manuals, etc, shall be accepted unless the Vendor is notified in writing by the Purchaser within one (1) day from delivery or collection of the Goods as the case may be.
3. 7.2 No liability for any claim will be accepted in the case of goods differing in quantity or description from the particulars given on the delivery note / invoice / cash sale / order form unless the Vendor is notified in writing by the Purchaser within one (1) day from the Delivery or Collection of the Goods.  In any such case, the onus of proving any such shortage shall be on the Purchaser.
4. 7.3 In the case of manufacturers who operate direct product support and return procedures, the Purchaser undertakes to process any claim directly with the manufacturer.

1. 8 Warranties
2. 8.1 The Vendor warrants that the goods will be free from defects caused by reason of faulty materials or workmanship for the period of twelve (12) months from the date of delivery/collection.  No warranty whatsoever is given in respect of software, media and consumables.  LCD Screens: Warranty shall be governed by ISO-13406-2 standards relating to the maximum allowable bad pixels / sub-pixels. Subject to the aforesaid, in the event that the Goods or any part thereof prove to be defective within such period(s) as aforementioned, upon the return of the Goods to the Vendor, the Vendor undertakes, at its sole option, to repair such defects or replace such defective Goods or parts thereof free of charge.  Such repair or replacement shall constitute compliance by the Vendor with its obligations hereunder with respect to such defective Goods or parts thereof.  Any Goods or parts thereof replaced by the Vendor in accordance with its obligation hereunder shall become the property of the Vendor.
3. 8.2 The liability of the Vendor under this clause shall only extend to defects in the Goods or parts thereof appearing under normal conditions of operations and this warranty shall not extend to:

defects in the Goods arising from improper use of the Goods or following any alteration or repair carried out by any person other than by the Vendor, independently of whether such alteration or repair shall be the cause of such defect

damage caused to the Goods by external factors or equipment to which the Goods are attached or in which the Goods are incorporated, including but not limited to damage caused by an inadequate electrical supply.

damage caused as a result of improper handling. The Buyer shall take necessary Anti-Static precautions when handling any electronic equipment. 

1. 8.3 Save as expressly provided above, all warranties and conditions, express or implied by law or otherwise and applicable in any jurisdiction with respect to the Goods, are hereby excluded and the Purchaser hereby accepts the rights conferred in the above clauses in lieu of any other such warranty, condition or liability imposed by statute or otherwise.  The Vendor shall not be liable to the Purchaser for any loss or damage whatsoever (including but not limited to any liability in contract, negligence or any other tort for any indirect, consequential or economic loss or for loss of profit or opportunity of any kind) arising directly or indirectly in connection with the contract, the Goods or otherwise except in so far as any exclusion or limitation of the Vendor’s liability hereunder is prohibited, void or unenforceable by law.
2. 8.4 In the case of components that require replacement, these shall be to the same capacity or higher and not necessarily of the same specification or manufacturer.
3. 8.5 The Buyer shall take necessary precautions to back-up the data, the Seller shall not be liable for any loss of data resulting from equipment failure. 

1. 9 Governing Law

This Agreement shall be governed and construed exclusively in accordance with the laws of Malta and the parties hereby irrevocably submit themselves to the exclusive jurisdiction of the Maltese Courts.

1. 10 Cancellations

In the event that the Vendor notifies the Purchaser that the Goods ordered are ready for delivery and the Purchaser fails to take delivery of the Goods within one week from such notification, the Vendor may, in its sole discretion and without prejudice to its right to enforce the sale, elect to retain in full the deposit paid and the Purchaser shall lose all rights to the Goods ordered.  The Vendor shall irrefutably deemed to have notified the Purchaser as aforesaid on the delivery of a registered letter to the Purchaser’s address as shown on the Order Form. 

1. 11 Consequential Loss

The extent of the Vendor’s liability to the Purchaser for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the Goods.  The Vendor shall in no circumstances whatsoever be liable to the Purchaser in respect of any loss or damage whatsoever, caused by or in connection with the use of the Goods, whether such loss or damage is suffered by the Purchaser or any other person and whether such loss or damage is direct or indirect, consequential or however else arising.

1. 12 Resellers

In the event that the Purchaser is a Reseller, the present sale shall be regulated by the reseller agreement concluded between the parties and these terms and conditions of sale shall only apply to extent that they are not in conflict with the provisions of the said Reseller’s Agreement.

1. 13 Acceptance of Goods
2. 13.1 The Buyer shall be deemed to have accepted goods 24 hours after delivery to, or collection by, the Buyer.
3. 13.2 The Buyer shall advise in writing within one (1) day of receipt of the goods any discrepancies in specification from the Goods ordered, after which it shall be deemed acceptance of the goods as the specification supplied. After this period, the Buyer shall not be entitled to reject Goods that are not in accordance with the Contract.
4. 13.3 The Seller will not consider any claims for shortage of delivery or damage in transit unless written notice is given to the Seller within one (1) day of the receipt of goods. In this condition time shall be deemed to be of the essence.

1. 14 Returns Policy

14.1    Any items returned for replacement or repairs must include:

(i)        a copy of the warranty chit, invoice or cash sale; and

(ii)       must be accompanied by a fault note giving details of the fault.

1. 14.2 In the event that the above documentation is not provided, the defective parts will not be accepted for repairs or replacement.
2. 14.3 On the other hand, a minimum inspection charge  of €12.00 including VAT shall be levied in the event that Goods or parts thereof returned by the Purchaser for repairs or replacement as aforesaid are found to be in perfect working conditions or no fault therein can be found.
3. 14.4 All items returned for replacement must be in re-saleable conditions and without any blemishes, having all original documentation and packaging and must be accompanied by all software and cables.  In the event that any of the above conditions are not met than the Vendor reserves the right not to accept any returned items.
4. 14.5 Goods that are returned for restocking shall be returned within a maximum period of five working days and are subject to a 20% restocking fee or €7.00 including VAT whichever is the larger.

1. 15 The Goods

1. 15.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation. Errors and Omissions excepted.
2. 15.2 The Buyer will ensure that the Goods Purchased are suitable and compatible with his requirements.
3. 15.3 The Seller warrants that it has title to the goods, but makes no other representation, statement or warranty whatsoever in respect of the Goods(including but not limited to the quality of the Goods and the fitness of the Goods for any purpose for which the Buyer intends to use them.

Form10_TermsandConditionsofSale_Rev4_050111