Terms & Conditions

1. DEFINITIONS In these Conditions, unless the context otherwise requires:

"Conditions" means these Conditions of Sale;
"Contract" means the contract for sale of Goods between the Supplier and the Customer incorporating these Conditions;
"Customer" means the person, firm or company buying Goods from the Supplier;
"Goods" means the goods and services being supplied to the Customer by the Supplier;
"Supplier" means BrownstoneIT Limited trading as Brownstone IT

2. FORMATION OF CONTRACT
2.1
These Conditions are the only terms and conditions on which the Supplier contracts for the supply of Goods.
2.2
These Conditions may only be varied in writing signed by a duly authorised representative of the Supplier and of the Customer.

3. PRICES
3.1
Unless otherwise stated in the Contract, the prices payable for Goods shall be the relevant price in the Supplier's published price list or quotation current at the date of delivery of the Goods.
3.2
Where the Supplier's quotation contains prices which are different from the published price list and the Contract is made within the period for acceptance stated in the Supplier's quotation (or if none, within 30 days from the date of the quotation ), then the prices shown in the quotation shall be the prices payable for the Goods.
3.3
Unless otherwise stated in the Contract, prices are quoted exclusive of value added tax.
3.4
Travelling and accommodation costs incurred by the Supplier in fulfilling the contract will be invoiced to the customer at cost.

4. Delivery
4.1
All delivery dates given by the Supplier are given in good faith but the Supplier will not have any liability to the Customer for any delay in delivery. Further, when any of the Goods are ordered by the Supplier from a third party, the Supplier shall use its reasonable endeavours to procure delivery but the Supplier shall have no liability to the Customer for any defect in or misdelivery of goods by that third party.
4.2
The Supplier will notify the Customer when the Goods are ready for acceptance.
4.3
If the Customer fails to accept the Goods within 7 days from being notified that these are ready, the Supplier reserves the right to issue the final invoice which will become payable by default.
4.4
The Customer will be responsible for testing Goods upon delivery and it is a condition of the Contract that any defect in Goods at delivery are notified to the Supplier in writing within 3 working days from the delivery date.

5. PAYMENT
5.1
Unless otherwise agreed, the Supplier will submit invoices for the Goods and Services according to the following schedule:
· 50% on award of contract
· 50% on completion of contract.
and payment (except when clause 5.4 applies) will fall due immediately.
5.2
The Supplier reserves the right to charge interest on any overdue payment at the rate of 4% per annum above the Base Rate of Lloyds Bank Plc for the time being in effect, calculated in a daily basis on the outstanding balance from the due date until the date that payment is credited to the Supplier's bank account.
5.3
Notwithstanding clause 5.2, the Supplier, without affecting any other remedy which it may have, will be entitled to cancel the Contract and/or suspend any further deliveries of Goods if any payment is not made on the due date by the Customer.
5.4
In the case of Goods sold for export, unless otherwise agreed, payment will be made by way of irrevocable letter of credit confirmed by a bank in England in accordance with the INCOTerms 1990 drawn in favour of the Supplier's bank, details of which will have been supplied to the Customer.
5.5
Payment for all Goods shall be in Sterling.
5.6
Where the Customer is entitled to a discount for prompt payment, this will be specified in the Contract.

6. PROPERTY AND RISK
6.1
The risk of loss or damage to the Goods passes to the Customer upon delivery or 7 days after the Supplier has notified the Customer that the Goods are ready for collection at its premises if the Customer has failed to collect them.
6.2
Ownership in the Goods will remain with the Supplier until payment in full of all amounts due to it from the Customer have been received by the Supplier.
6.3
Until ownership passes to the Customer, the relationship between the Supplier and the Customer will be that of bailor and bailee and the Customer will be responsible for the safe custody and insurance of the Goods.
6.4
Until ownership passes, the Customer, having taken delivery, will keep the Goods identified as the property of the Supplier and the Supplier will be entitled to enter premises where the Goods are stored and recover them.
6.5
No re-sale of the Goods by the Customer shall take place until payment is made in full to the Supplier, nor will the Customer be entitled to incorporate any of the Goods in other materials or products without the prior written consent of the Supplier.

7. STORAGE & INSTALLATION
7.1
All Goods will be stored and installed by the Customer in accordance with the instructions issued by the Supplier which accompany the Goods.
7.2
The Supplier will have no liability to the Customer or any third party if the Customer does not comply in all respects with the Supplier's instructions or if the Goods are used or installed in abnormal or unusual circumstances.
7.3
If the Customer requests advice from the Supplier with respect to installation, the Supplier will have no liability for a recommendation unless it is in writing and signed by a duly authorised officer of the Supplier and is given in response to a written request from the Customer.
7.4
When the Contract includes onsite services to be provided by the Supplier, the Customer shall be responsible for making its premises and appropriately qualified personnel available to the Supplier in accordance with the agreed time schedule to enable the Supplier to perform the services.

8. GUARANTEES AND LIABILITY
8.1
The Supplier warrants that it will exercise reasonable skill and care in the performance of its services and in the procurement of all Goods to be supplied under the Contract. The Supplier will use its reasonable endeavours to assign to the Customer the benefit of all warranties from third party manufacturers and suppliers but the Supplier does not itself give any warranties or guarantees to the Customer with respect to any Goods procured from third parties including, but not limited to, hardware, software and equipment nor shall the Supplier have any liability to the Customer for such items.
8.2
If the Customer becomes aware of any defect in the Supplier's services which appears within 12 months of delivery, it must immediately notify the Supplier and the Supplier will as soon as possible investigate any alleged defect and, if any defect is found to be due to a breach of the warranty contained in clause 8.1, the Supplier shall take such steps as in its reasonable opinion are necessary to correct the defect.
8.3
The above will not apply to defects which are due to:
· fair wear and tear, accidental damage or failure by the Customer to adhere to the Supplier's or any third party supplier's instructions or written recommendations;
· materials or equipment included in the Goods which have not been manufactured by the Supplier.
8.4
If the Customer becomes aware of any defect in any of the Goods procured by the Supplier from a third party, it shall immediately take such steps as are required under any warranty relating to those Goods to protect its interest. At the same time it must notify the Supplier who will provide such assistance to the Customer as the Supplier considers appropriate in the Customer's dealings with the third party supplier with a view to having the defect remedied.
8.5
All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law. The Customer, by entering into the Contract, acknowledges that the only warranties are those given expressly by the Supplier in these Conditions.
8.6
The liability of the Supplier to the Customer shall be limited as set out in this Clause 8 and shall not exceed an amount equal to the total Contract price after deducting the cost of goods procured from third parties. Under no circumstances will the Supplier have any liability to the Customer for any loss or damage (whether direct, indirect or consequential and whether in contract or in tort) except as expressly stated in these Conditions. However this will not relieve the Supplier from its legal liability for death or personal injury which is due to the negligence of the Supplier.

9. FORCE MAJEURE
The Supplier will not have any liability to the Customer if it is prevented from performing the Contract on account of force majeure which includes, but is not limited to, extreme weather conditions, act of God, war, terrorism, strikes or difficulty in obtaining Goods, materials and labour. In any of these circumstances, the Supplier reserves the right to cancel the Contract.

10. LICENCES, PERMITS & INTELLECTUAL PROPERTY
10.1
The Customer shall be responsible for obtaining all licences, permits and approvals required in connection with the Contract including, but not limited to, the consent of any planning or other authority, utility company, telecommunications owner, hardware or software supplier. 10.2
The Supplier will take all necessary steps to protect the Customer against any claims that any of the Supplier's services infringe any intellectual property rights of a thirty party. The Customer will promptly notify the Supplier of any such claim and will fully co-operate with the Supplier and permit the Supplier to conduct the defence of any proceedings. Under no circumstances will the Customer settle any such claim without the previous written consent of the Supplier.

11. NOTICES
Any notice to be given by either party to the other shall be in writing and sent by first class post, facsimile transmission or delivered by hand. Notice sent by post shall be treated as delivered after two working days. Notice delivered by hand or by facsimile will be treated as delivered on the day of delivery unless this occurs outside normal working hours, in which case on the next working day.

12. ASSIGNMENT AND SUB-CONTRACTING
12.1
Neither party will assign any of its interests in the Contract without the prior written consent of the other.
12.2
The Supplier is entitled to sub-contract all or part of its obligations with respect of the manufacture, procurement and delivery of Goods.
12.3
The Contracts (Rights of Third Parties) Act shall not be applicable to give any rights to third parties.

13. CUSTOMER DEFAULT If the Customer:

(a) commits a breach of contract, or

(b) fails to make a payment on the due date; or

(c) becomes insolvent or has a receiver or liquidator appointed

then, in any such case the Supplier shall be entitled either to suspend the supply of Goods or, at its option, to cancel the Contract and repossess any Goods for which payment has not been received in full. The Supplier shall also have this right if it reasonably considers that any of the events mentioned (a), (b) or (c) above are likely to occur.

14. SEVERANCE
If any provision of these Conditions is held by a court to be unenforceable, the remaining provisions of the Contract will continue in effect.

15. GOVERNING LAW
The Contract shall be governed by the laws of England.

16. DISPUTES
16.1
Any dispute between the parties which cannot be resolved between them, shall, on the application of either party be referred to mediation with a mediator appointed in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules then in force.
16.2
Any dispute which is not settled by mediation shall be finally determined by the courts of England and Wales and the parties agree to submit to the jurisdiction of those courts.