In these Terms and Conditions of Sale the following meanings shall apply:
“We” and “Us” means Check-Out (CI) Limited, company registration number 35216 in Guernsey and its subsidiaries.
“You” means the organisation purchasing Goods and services from Us.
“the Goods” means any goods and/or services supplied by or through Us.
“the Terms” means the terms set out in this document.
“the Contract” means the contract for the supply of Goods or Services incorporating these Terms.
2. THE CONTRACT
2.1 All Sales and Services are performed by Us under these Terms and they may not be altered other than with a written agreement signed by one of our Directors.
2.2 Written quotes are invitations to treat only and shall lapse, unless otherwise stated, within thirty days from the date of the quotation. All quotes are subject to product availability. The quotes are to be accepted either in writing or by email from You. Telephone orders will be accepted by Us for orders of less that £500.
2.3 In the event that no formal acceptance of quote was made, or terms are formally agreed, then any acceptance of the Goods or payment made will be deemed as acceptance of these Terms.
2.4 Quotes accepted by You or Orders we have received may be cancelled only with written instructions and You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation up to the value of the order.
2.5 Any reoccurring agreements will be in existence until the stipulated date on the agreement or with 3 month written period of notice from either side.
3.1 The price of Goods shall either be charged as per the agreed quote. If not stated it will be as per the date of delivery.
3.2 Prices for Goods and Labour rates are subject to change without prior notice.
3.3 All annual or reoccurring agreements are subject to a price review on an annual basis (normally but not restricted to RPI).
4.1 Payment terms can vary and are strictly within Our sole discretion (normally 30 days from date of the end of the month). We reserve the right to refuse to execute any order or contract if the arrangements for payment are not satisfactory to Us.
4.2 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim which You may have or allege to have for any reason whatever.
4.3 Payment should be by online transfer, card payment or by Direct Debit. Card payment is subject to a 2% charge for any settlement over £500 per month. Cash and Cheques are processed at the discretion of the Company.
5.1 Goods and services will be delivered by Us by whatever method We consider to be suitable in the circumstances unless specifically requested by the customer. Additional delivery, service and support charges may apply to Alderney, Sark and Herm islands and will be charged at cost.
5.2 We shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay in delivery. support or service of the Goods or failure to deliver the Goods in a reasonable time whether such delay or failure is caused by our negligence or otherwise howsoever.
5.3 We reserve the right to make delivery by instalments and tender a separate invoice in respect of each instalment. Our failure to deliver any one or more instalments or any claim by You in respect of any one or more instalments shall not entitle You to treat the Contract as a whole as repudiated.
5.4 We undertake to comply with all provided Health and Safety, Privacy Policies and any other compliance requirements provided by You.
5.5 You will ensure that we are able and permitted to undertake any delivery, support and service provided to You under any Data Protection Registration requirements, Insurance requirement or any other legal requirement with is under Your control.
6.1 You shall inspect the Goods at the time of receipt and will report any discrepancy or issue within and including 7 days of receiving the Goods. Any goods delivered beyond 7 days will be regarded as being accepted by You.
7. TITLE AND RISK
7.1 Risk in the Goods shall pass to You when the Goods are delivered.
7.2 The property in the Goods shall remain with Us until You pay all sums due to Us whether in respect of this Terms or otherwise.
7.3 We shall be entitled at any time to recover any or all of the Goods in your possession to which We have title and for that purpose We our servants or agents may with such transport as is necessary enter upon any premises occupied by You or to which You have access and where the Goods may be or are believed to be situated.
7.4 Any Goods being stored on your behalf on Our premises will be under Your Insurance and Risk.
8.1 Nothing in these Terms shall exclude or restrict our liability for death or personal injury resulting from our negligence or our liability for fraudulent misrepresentation.
8.2 We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages we shall in our sole discretion either repair the Goods at our own expense or supply replacement Goods free of charge or refund all (or where appropriate part) of the price paid for the relevant Goods.
8.3 We will not be liable under Clause 8.2 if the defect arises from fair wear and tear or if the defect arises from wilful damage, negligence, abnormal working conditions, poor or inadequate working conditions (including power supply), misuse of equipment or using unsuitable consumables, network security issues, Viruses, Trojans or Malware issues, broadband issues, alteration or repair of the Goods or storage of the Goods in unsuitable conditions. Likewise we will not be liable if the defect is not discovered and reported to Us within 7 days from delivery.
8.4 If the Goods are not manufactured by but provided by Us our liability in respect of any defect in workmanship or materials of the Goods will be limited to such rights against the manufacturer as We may have in respect of those Goods.
8.5 If the Goods are being hosted through a data hosting company then the liability will be with the data hosting company regardless of whether you are being invoiced from Us.
8.6 All systems including. but not limited to. marketing, promotions and offers, including loyalty and bonus schemes is the responsibility of You to check, test and accept that the scheme is performing as per your requirement prior to going live.
8.7 Without prejudice to any other provisions in the Terms in any event our total liability for any one claim or for the total of all claims arising from any one act of default on our part (whether arising from our negligence or otherwise) shall not exceed the purchase price of the Goods the subject matter of any claim.
9.1 “Insolvent” means You becoming unable to pay your debts as defined by current statute the levying or the threat of execution of distress on any of your property; the appointment of a receiver or administrative receiver over all or any part of your property; a proposal for a voluntary arrangement or compromise between You and your creditors; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for your winding-up or for an administration order in relation to You; if you suffer any analogous step or proceedings under foreign law or You ceasing or threatening to cease to carry on your business.
9.2 If you fail to pay the price for any Goods on the due date or You become Insolvent or if You are a Limited Company there is a material change in your constitution or You commit a material breach of this Contract and fail to remedy that breach all sums outstanding between You and Us shall become immediately payable and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy):-
i) Require payment in cleared funds in advance of further deliveries
ii) Cancel or suspend any further deliveries to You under any contract without liability on our part
iii) Charge interest on the balance of monies outstanding at the rate of 2% above Bank of England base rate or a minimum of £20 per month in force from time to time from the date the payment became due until actual payment is made after as well as before judgement.
iv) Recover from You all costs and expenses, including legal costs on an indemnity basis, incurred by Us in taking steps to enforce our rights under this or any other clause of these Terms.
10.1 All Contracts and Agreements shall be governed and interpreted exclusively according to the Companies Law of the Bailiwick of Guernsey.
10.2 All Goods are to be supplied between normal office hours of 8:30am to 5pm Monday to Friday, excluding Public Holidays unless otherwise agreed.
10.3 You are required to ensure that You have sufficient service and cover arrangement to meet your after sales and service requirements.