Formula IT Ltd agrees to sell the goods and the Customer agrees to buy and accept the same upon the terms and Conditions set out herein and the following documents shall be incorporated into this agreement:

1)       Definitions

a)       “The Seller” means Formula IT Ltd

b)       “The Goods” shall mean the items defined in the documents set out above.

c)       “Customer” means any person, firm or company placing an order or otherwise dealing with Formula IT Ltd on the following standard conditions.

2)       General

a)       These terms apply to all goods ordered from Formula IT Ltd and shall govern all transactions between Formula IT Ltd and the Customer until they are terminated or superseded by Formula IT Ltd.

b)       It is the Customer’s responsibility to have made clear to Formula IT Ltd its requirements.

c)       The Customer acknowledges that this agreement is being entered into on the basis of the documents set out as being incorporated above and that he has not relied upon any other representation whether oral or in writing and accepts and understands that no member of the staff of Formula IT Ltd other than a director has any authority to make a binding representation concerning the goods or any variation of the terms of the agreement.

d)       These standard terms and conditions shall constitute a binding agreement.

e)       Orders placed with Formula IT Ltd require Formula IT Ltd acceptance (which may be given in any way) before any contract arises which binds Formula IT Ltd.

f)        Any quotation in whatever form is given subject to these conditions and does not constitute an offer to sell.

g)       Any failure by the Seller to enforce the provisions herein shall not constitute waiver of those provisions.

h)       Each of the clauses in this agreement shall be construed and shall take effect separately and in the event of one or more clauses or sub-clauses being held ineffective, this shall not affect the validity of the remaining clauses or sub-clauses.

i)         Returns: Should you need to return any product to Formula IT ltd, a returns authorisation number must be obtained in advance. All goods must be returned in the original manufacturers packaging in a pristine, resalable condition, complete with any accessories, manuals or other documentation. All returns are subject to a 20% (value of product) restocking fee.

3)       Payment

a)       Payment shall be made by the Purchaser on or before the end of 30 days from the date of invoice or earlier if demanded by the Seller.

b)       The Seller reserves the right in the event of failure by the Purchaser to make any payment when it becomes due to defer or cancel any further deliveries and to charge interest at 3% per annum over the base lending rate for the time being in force of The Royal Bank of Scotland.

4)       Delivery

a)       Delivery shall be made during Formula IT Ltd’s normal working hours.

b)       The Customer shall make one member of staff available to check the delivery of the goods

c)       Any date for delivery will be estimated by Formula IT Ltd as accurately as possible but is not guaranteed and in the event of any failure to meet such date Formula IT Ltd’s sole obligation shall be to deliver the goods within a reasonable period thereafter. Delivery dates in any contract are not essential.

d)       If any order for goods is to be delivered by instalments each instalment shall be treated as a separate contract subject to these conditions save only that Formula IT Ltd may suspend delivery of any instalment while payment in respect of any previous instalment is overdue.

e)       Notwithstanding sub-clause (c), if Formula IT Ltd shall fail to make delivery or make late or defective delivery of any instalment this shall not in itself entitle the Customer to refuse to pay for or take delivery of further instalments.

f)        The Customer must notify Formula IT Ltd and (if appropriate) the carrier in writing of the non-receipt of any goods by the Customer or his nominated carrier within 7 days of the invoice date and of any damaged goods within 14 days of receipt failing which Formula IT Ltd shall be under no liability in respect thereof to the Customer.

5)       Title

a)       Delivery notwithstanding, the property in the goods shall remain with the Seller and shall not pass to the Customer until the Seller has received payment in full (including any interest due to it) in respect of all goods supplied to Customer by the Seller under any contract. Until the full price of any delivered goods is paid to Formula IT Ltd the Customer holds the goods as bailee on behalf of Formula IT Ltd and the Customer hereby acknowledges that a fiduciary relationship exists in respect of the goods between Formula IT Ltd and the Customer.

b)       Risk in the goods passes to the Customer upon the goods being tendered for delivery at the Customer’s designated premises or on delivery to the carrier nominated by the Customer or (where the goods are to be collected by the Customer from Formula IT Ltd) on being loaded onto the vehicle of the Customer or his agent. 

c)       Unless the Customer gives notice in writing to Formula IT Ltd within 7 days of receipt of the goods of any defect complained of the Customer shall be deemed to accept the goods as having been delivered in all respects in accordance with contract and shall have no further right to reject the goods or recover any compensation therefor.

d)       The Customer shall indemnify Formula IT Ltd against any loss or damage to the goods or any proceedings arising with respect thereof from the time of delivery until the receipt by Formula IT Ltd of the purchase price and shall house the goods in suitable premises.

e)       Attachment to or incorporation in other goods shall not operate to deny the Seller’s title.

f)        The Customer shall store or keep the goods in such a way to ensure that they remain readily identifiable as belonging to Formula IT Ltd until property in the goods has passed to the Customer and shall not remove or obscure any mark placed by Formula IT Ltd upon them nor shall sell nor grant nor purport to sell or grant any interest in them until property in the goods has passed to the Customer.

g)       If in breach of sub-clause (f) above, the Customer does dispose of the goods, the Customer shall hold the proceeds of sale thereof in a separate bank account to Formula IT Ltd’s order.

h)        Formula IT Ltd shall be entitled to repossess all or any of the goods whether or not attached to, or incorporated in or with other goods, upon the happening of any of the events set out in the clause below entitled “Termination” or upon the Customer failing to make payment in accordance with the terms of payment above.

i)         For the purpose of repossessing in accordance with sub-clause (g) above Formula IT Ltd or its agents shall be entitled to enter upon any land or buildings in or on which the goods may be situated with such transport as may be required to remove them.

j)         The right to repossess shall be in addition and without prejudice to Formula IT Ltd’s other rights to enforce this agreement.

k)        Nothing in this clause shall confer upon the Customer the right to return the goods or delay or refuse payment.

6)       Warranty

a)        Formula IT Ltd warrants only that the goods shall at the time of delivery be in accordance with the manufacturers specification relating thereto & does not warrant that the goods supplied are fit for their purpose. The Customer must satisfy himself by all practicable means available to him that the goods are fit for the purpose for which he intends to use them and warrants hereby that he does.

b)        If the goods do not conform to the above warranty Formula IT Ltd will at its option rectify the defect or replace the defective goods free of charge or take back the same and refund the purchase price provided that:-

i)         The Customer gives written notice of any alleged defect to Formula IT Ltd within 7 days of the defect being discovered;

ii)        On discovery of the defect the Customer makes no further use of the goods and allows Formula IT Ltd a reasonable opportunity to inspect them;

iii)       The Customer has in all material respects complied with any instructions or directions given by Formula IT Ltd.

c)       All goods are sold subject to the express warranty terms specified by the original manufacturer or supplier. Formula IT Ltd will pass to the Buyer to the extent that it is able to do so, the benefit of such guarantee or  warranty relating to the Goods as it may receive from the manufacturer or supplier of the Goods. Any Software supplied to the Buyer pursuant to the Contract is supplied subject to the provisions of the licensor’s licensing terms from time to time and Formula IT Ltd accepts no liability with regard to such Software, save for those liabilities and warranties expressly stated herein.

d)       Performance of any of the options in sub-clause (b) of this clause shall constitute an entire discharge of the Formula IT Ltd’s liability under this warranty which shall in no event exceed the purchase price of the Goods.

e)       This clause has effect to the extent that it is not rendered void by Ss 2 and 3 of the Unfair Contract Terms Act 1977.

f)        It is the customers responsibility to ensure that the goods purchased from Formula IT are fit for the purpose intended. Advise given from Formula IT is taken at the customers risk and Formula IT will not be liable whatsoever.

7)       Force Majure

a)       Formula IT Ltd shall be relieved from liability under this agreement if and to the extent that it may become unable to carry out any or all of its obligations as a result of any event or matter beyond its reasonable control which occurs after the date of this agreement and which was not reasonably to be foreseen to be likely to occur during the anticipated period for the performance of the agreement and/or if to the extent that performance of all of Formula IT Ltd’s obligations becomes materially more expensive or onerous as the result of any such event or matter. Where there is a shortage of goods or materials or labour Formula IT Ltd’s decision as to the fair allocation of such between Customers shall be final and in so far as such allocation results in shortfall or delay such shortfall or delay shall be deemed to arise from matters beyond the control of Formula IT Ltd and Formula IT Ltd shall be relieved from liability accordingly.

8)       Liability

a)       Formula IT Ltd shall not in any circumstances be liable to the Customer for any loss of profit by the Customer or any customer of his arising out of any failure by Formula IT Ltd to perform its obligations hereunder.

b)       Formula IT Ltd accepts no liability for third party loss arising from installation of the goods.

c)       All express or implied conditions and warranties as to the quality or fitness for purpose of the goods or correspondence with description or sample are hereby expressly excluded.

d)       Formula IT Ltd shall not be liable for any loss or damage (whether direct, indirect or consequential) howsoever arising which may be suffered by the Customer, including loss or damage arising from late delivery and any loss or damage whatsoever indirect or direct arising out of any defect in any goods sold.

e)       The Customer shall indemnify and keep Formula IT Ltd indemnified in respect of any proceedings or action of any nature whatsoever made or brought by or against the Customer in respect of the Goods and Services or any of them.

f)        In the event that, notwithstanding the sub-clauses above, Formula IT Ltd is found liable for any loss or damage, that liability shall not exceed the total purchase price of the Goods or Services.

g)       Nothing in this clause shall limit or exclude the liability of Formula IT Ltd for death or personal injury resulting from the negligence of Formula IT Ltd.

9)       Variation

a)       These conditions may be varied only by an express agreement from a director in writing signed by or on behalf of Formula IT Ltd.

b)       These conditions supersede any prior promise or representation of any kind.

c)       These conditions are the only conditions upon which Formula IT Ltd is prepared to deal and shall prevail to the exclusion of any other conditions.

d)       Formula IT Ltd and the Customer contract as principal and the Customer shall not without Formula IT Ltd’s prior written consent assign or transfer or purport so to do to any third party any contract subject to these conditions or any interest therein.

e)       Formula IT Ltd reserves the right at any time by written notice before despatch to vary the price of goods to take account of any costs increases.

10)    Termination/Cancellation

a)       If there shall be any breach by the Customer of any of these conditions or the Customer shall be wound up or go into liquidation or have a receiver appointed or otherwise cease to trade for any other reason whether but not exclusively by reason of bankruptcy or entry into any arrangement for the benefit of their creditors generally Formula IT Ltd may defer or cancel further deliveries and treat any contract subject to these Conditions as determined forthwith on giving written notice to the Customer but without prejudice to any rights as to the unpaid purchase price of any goods delivered and damages for any loss.

11)    Jurisdiction

a)       The agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.