All sales orders are accept subject to the following:
1) Definitions:
"The Customer", "you", "your": a person or entity purchasing Product(s) from us.
"A Consumer" a Customer who is an individual not an association, partnership, business, company, local government, central government or any other trading or non-trading party.
"The Company": MicroDigital Limited the manufacturer and Product vendor as identified on your invoice and where relevant the Service Provider.
"MicroDigital-branded Product": computer hardware products that are marked with the “MicroDigital” brand, including all components inside, but does not include any of the following items:
(i) Software, sound cards, speakers, external devices, accessories or parts not installed or added by MicroDigital in its factory
(ii) Accessories or parts added to the MicroDigital-branded hardware products through MicroDigital’s Custom Factory Integration services at Customer’s request
(iii) Monitors, keyboards and mice, to the extent that they are not included on MicroDigital’s standard price list.
"Integration Material" (IM): 3rd Party Products or products specified or provided by you.
"Order Confirmation": formal acknowledgement of Product ordered by you, sent by MicroDigital.
"Price" as stated in Order Confirmation.
"Product": as described in Order Confirmation, may include MicroDigital-branded products, 3rd Party Products and Service Offerings.
"Service Offering": as described in Order Confirmation and MicroDigital Service description document.
"Service Provider": MicroDigital or its authorised Service experts.
"3rd Party Products": all goods that are not MicroDigital-branded Products.
"Software": computer operating systems, middleware or applications.
"Service": means general service and support carried out by MicroDigital or Service Provider in accordance with the Service Offering, including Customer Factory Integration Services.
2) Application
This Agreement applies to this sale, and all statements made by the Company in correspondence, brochures, price lists, adverts, quotations, and the internet. Any variations to this Agreement whether verbal or writing must be confirmed by The Company in writing. Any other Terms and Conditions are excluded. Placing an order means acceptance of this Agreement. This Agreement does not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.
Orders placed and accepted following any verbal discussions of terms and conditions are only accepted on the basis of prior written agreement.
In line with industry custom and practice MicroDigital Products may contain facilities that are not usable at the time of purchase, where such facilities form part of the published specification the software upgrades will be provided to the Customer as and when they become available.
Quotations/Orders/Contract
Quotations are only valid in writing and during the period that they state. If unstated, the period is 10 days (incl. 3rd Party Products). Orders may be received by writing, internet, telephone or fax but are only binding when accepted by the Company in a written Order Confirmation. Please check the Order Confirmation and notify the Company of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement. The Company reserves the right to change Products (incl. 3rd Party Products) at any time but the Company guarantees you at least equivalent functionality and performance.
Price & Payment Terms
Products and Service Offering prices, tax, shipment, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. for components and Services) may cause the Company to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 days of the invoice date without further notice from the Company. Payment timing is of the essence. The Company may suspend deliveries or Service until full payment for that order. If payment is late, and you purchase as a company, the maximum statutory interest rate will apply on the late amount and if you purchase as a Consumer, interest will be at 2% above the Barclays Bank lending rate on the late amount. In either case, the costs of recovery shall be payable by you. All cheques must be cleared before shipment of goods.
Delivery/Title/Risk
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure, and store our goods separately. Further, Products must be clearly labelled as being the Company's property and you may not modify, pledge or sell them. The Company may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become the Company’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. The Company may sue for the Price before title passes. If you refuse delivery without MicroDigital’s agreement, you must pay the Company’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.
Acceptance
On receiving Product the Customer must inspect it for any defects or non-conformity and notify the Company in writing within 7 days. After this period the Customer will be deemed to have accepted the Product.
Warranty
The Company Products are supplied with a 12 months Return-to-Base warranty. Product warranty should be registered using the registration card supplied. Note the customer is responsible for the cost of carriage to and from the Company.
Unless otherwise stated, the Company guarantees to you that the Company-branded Products will be free from defects for 12 months from delivery and spare parts for 90 days from installation or delivery date, whichever is the earlier. Should Product be defective within this period, the Company will repair or replace Product within a reasonable time. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. The Company manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice. The Company warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. The Company may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change.
Without exception the Company does not give a warranty guarantee protection for: Damage caused by incorrect installation, use, general wear and tear, modifications or repair by any unauthorised 3rd party or Customer; Damage caused by any party (except the Company); Fitness for any particular purpose; 3rd Party Products, and Software specified by or used by the Customer, you will receive the warranty or licence for these products directly from their manufacturer or licensor; Any instruction given by you and correctly performed by the Company.
The Customer must provide the Company with all reasonable assistance, information, co-operation, facilities and access to enable the Company to perform duties, failing which the Company shall not be obliged to perform any Service or assistance. You are responsible for the removal of non the Company-supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
Important Charges will be applicable:
General:
i) If the Product has been physically mistreated and consequently any components have become dislodged.
ii) If there is a floppy disc drive or CD/DVD/Combo drive problem and the drive has not been cleaned or a disc has been broken inside.
iii) If other damage has been caused by the user which is not covered in a) above.
iv) If the Product has been returned and no fault can be found.
Portable Products:
The warranty does not cover the plastic casing, accidental damage and user wear and tear, items such as any cables supplied, carry case, keyboard and floppy disk media and CDROM (media).
Battery: Portable battery has a six month warranty. If an extended warranty is purchased on point of sale, the maximum warranty available for the battery is 12 months.
Dead Pixel: Dead pixels may appear on the screen owing to limitations of LCD technology it does not necessarily mean the LCD is defective. Please contact your dealer or the Company directly if more than 8 dead pixels appear.
Service will be provided by the Company or an appointed dealer. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. The customer must allow the Company to examine Product at their or the Company’s premises (at our choosing). The Company owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request.
Unless otherwise stated in writing the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in the Company’s assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g.: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
Factory Integration of Customer Parts
Factory Integration Service may be provided by the Company in accordance with Customer’s instructions and technical specifications. The Customer will be responsible for specifying and providing such parts or the Company may obtain them on your instruction. The Company will indicate acceptance and/or validation of such parts in writing, only then will the Company integrate those parts into Product under your instruction or under the Company technical advice, if agreed. The Company will not carry out Factory Integration work if in its opinion it is not technically feasible.
Liability
The Company accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of the Company or our employees. Except for death/personal injury, this liability is limited to the lesser of £250,000 or claim.
The Company does not accept liability for:-
i) indirect or consequential loss,
ii) loss of business profits, salary, revenue, earnings, or savings,
iii) damage remedied by the Company within reasonable time,
iv) loss avoidable by you through reasonable conduct, including backing up all data and following the Company’s reasonable advice generally,
v) all items excluded from the Warranty or by Force Majeure.
Intellectual Property (IP)
The Company indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. The Company may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify the Company for any of IM or IP specified or owned by you and integrated into Product. The Company is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. The Company retains all the Company-owned IP in Product. You must notify the Company immediately of any infringing or unauthorised use of Product or IP in it. The Company does not indemnify you for i. 3rd Party Products and Software, ii. unauthorised modification or iii. any claim caused by the use of Products in conjunction with anything not supplied by the Company.
Software not owned by the Company is supplied subject to licence and warranty of the Software licensor. The Company encloses the Software licence that you require with the Product where necessary; you must comply with that licence. If you choose not to accept the operating system licence at start-up, if any, the Company will only accept the return of the entire product for refund.
Export Control
You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the US or competent EU government. You understand and acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
Force Majeure
The Company is not liable for delays in its performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Confidentiality
Each party must treat all information received from the other marked “confidential” or reasonably obvious to be confidential as it would treat its own confidential information.
Termination
The Company may terminate this Agreement with immediate written notice if you:
i) fail to pay on time,
ii) breach or the Company suspects you have breached export control laws.
Either party may terminate if the other:
i) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or
ii) becomes insolvent or is unable to pay debts as they fall due.
Obligations as a Customer:
You are responsible for:
i) your own choice of Product and its suitability for purpose;
ii) your telephone & postal charges in contacting the Company, if any;
iii) any Factory Integration Service specifications and instructions given by you;
iv) all Integration Material (IM), its performance, licences, authorizations and any unused IM.
Data Protection
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and the Company’s data protection registration. You consent to your personal data being transferred to a the Company company outside of the European Economic Area. You may instruct the Company not to use your data for direct marketing purposes.
Consumer Rights
If you are a Consumer you may cancel your purchase at any time within 7 working days of receipt without cause and receive a refund. To do this you must inform the Company in writing and return the products immediately, in the same condition you received them and at your own cost and risk. There will be an administration fee which is 10% of the total invoice value together with all carriage costs associated with the shipments to and from the customers delivery address. These costs are payable by the Customer prior to any refund. Any statutory Consumer rights are unaffected by this Agreement. This does not apply to any business customer or user.
Jurisdiction
The terms and conditions shall be governed by and construed in all respects in accordance with the Laws of England, and the exclusive court jurisdiction of the English courts will apply to this Agreement.
Miscellaneous
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. The Company may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
You can find all the Company policies, Product and Service Offering details and notices via www.microdigital.co.uk. You should refer to this site for any further updates. Please note that your calls to the Company may be monitored for training purposes.
Thank you for doing business with the Company.
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