| I. |
INTERPRETATION |
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1.1 In these Conditions unless the
context otherwise permits: - “Authorised Representative”
Means a person whose job title is that of Director, Senior Director
or Managing Director.
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“Customer” means the person, firm,
company, entity or organisation with whom Interactive Education Ltd.
contracts for the sale of Products and/or supply of Services.
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“The Conditions/These Conditions” means
the standard terms and conditions of sale set out in this document
or such replacement standard terms and conditions as are in force
at the date of the Contract and which at that date appear on Interactive
Education Limited web site at www.interactive-education. co.uk and/or
which are available on request from the Quality Team or Legal Department
at Interactive’s principal trading address at West Midlands
House, Gipsy Lane, Willenhall, WV13 2HA |
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“The Contract” means any contract for
the purchase and sale or other supply of Products and/or the supply
of Services by Interactive Education Ltd. to a customer.
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“Electronic Means” means any electronic
means including without limit on the Web by EDI or Inside Line.
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“Interactive Means” means Interactive Education Ltd. (registered in England number 3835008)
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“The Conditions/these conditions” shall
apply to sales of all products described in Interactive’s current
comprehensive product listing or have been configured to purchaser’s
specifications.
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“Products” means any products (including,
for the avoidance of doubt software and instalment of the products
or any parts of or for them) sold by Interactive to a customer.
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“Services” means any services supplied
by Interactive to a customer. 1.2 The headings in these Conditions
are for convenience only and shall not
affect their interpretation. |
| 2. |
BASIS OF THE SALE |
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2.1 All Contracts between Interactive and a customer
shall be governed by these Conditions to the exclusion of any other
Terms and conditions
including without limit any terms on or a referred to in any purchase
order. It is the Customers responsibility to be aware of the Conditions
as
current from time to time. In addition to any acceptance of these
Conditions by the Customer by signing Interactive’s account
application form the Customer’s acceptance of these Conditions
shall also be made (in respect of the first Contract and all subsequent
Contracts) either by (1) Customer providing a purchase order to Interactive
or (2) Customer accepting Products or Services from Interactive, whichever
occurs first.
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2.2 No variation to these Conditions shall be binding
unless agreed by letter signed by an authorised representative of
Interactive.
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2.3 No employee or agent of Interactive other than
an Authorised Representative has any authority to make any representation
at all concerning Products or Services and an Authorised Representative
has no authority to make such representation other than by letter
(an ”authorised representation”) and accordingly the customer
agrees that in entering into any Contract it does not rely on any
unauthorised representation and customer agrees it shall have no remedy
in respect of any unauthorised representation (unless made fraudulently).
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| 3. |
CUSTOMER IDENTIFICATION |
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3.1 In placing an order Customer may utilise one
or a combination of account name, account number and other forms of
identification including password or other code issued to Customer
(together and individually ”Customer’s Identification”
or “Customer Identification”).
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3.2 It is the Customer’s responsibility to
keep the Customers Identification confidential. Customer has the sole
responsibility for its Customer Identification. Customer shall immediately
inform Interactive in case of loss of password or other Customer Identification.
Customer agrees that Customer is entirely responsible for use of Customer’s
Identification and that it is Customer’s responsibility to have
to place security measures and procedures to ensure use of its Customer
Identification only by authorised personnel for authorised purposes.
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3.3 Customer agrees that Interactive is entitled
to rely absolutely on any orders placed on Interactive, which have
utilised Customer’s Identification, and to deliver as directed
by such orders and invoice and be paid in respect of such orders.
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3.4 Customer agrees that any order placed via Electronic
Means mentioning or utilising Customers Identification is a valid
and binding purchase order.
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3.5 Customer acknowledges that Interactive cannot
guarantee the security of the Internet and the possibility of interception
or corruption of data
transmitted from Customer to Interactive using correct Customer Identification exists and that Interactive is nonetheless entitled to rely on data
transmitted in the form received at Interactive.
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3.6 Interactive Education Limited has the right
to accept or decline any purchase order submitted by Customer.
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| 4. |
INTERACTIVE EDUCATION LIMITED INFORMATION |
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4.1 All Product pricing description, availability
and related information (“Information”) provided by Interactive,
in any form, is the property of Interactive or its vendors. Interactive
hereby grants Customer a limited, non-exclusive, non-transferable
license to use the information for its internal use only for the purpose
of Customer’s purchases and sale of products sold by Interactive
to it. Interactive shall be entitled to stop the provision of information
at any time without notice. Purchaser agrees to hold in confidence
and not to directly use, reveal, report, publish, disclose or transfer
to any other person or entity any of the information or utilize the
information for any purpose except as permitted herein. Interactive
makes no warranty, either express or implied on the information or
its accuracy. All information is provided to purchaser” as is”.
If Interactive provides information to customer by Electronic Means,
Customer agrees to update such information regularly to ensure its
accuracy. Customer agrees to hold in confidence and not to directly
or indirectly use, reveal, report, publish disclose or transfer to
any other person or entity any of the information or utilize the information
for any purpose except as permitted herein. Specifically but without
limitation Customer is not entitled to utilise information for any
purpose other than in the normal course of Business of a Reseller
and is not entitled to use, reproduce or display the information in
any way, which in Interactive’s opinion;
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| (1) |
Would enable it to be identified as Information
obtained from Interactive, |
| (2) |
Would enable comparison of the information with other suppliers
information relating to Products or |
| (3) |
Could be damaging to Interactive’s business interests. |
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| 5. |
ORDERS AND SPECIFICATIONS |
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5.1 The customer shall be responsible to Interactive
for ensuring the accuracy of the Terms of any order.
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5.2 Interactive reserves the right to make any
changes in the specification of the Products that are required to
conform to any applicable safety or other statutory requirements.
These changes will be duly notified to the Customer. The Customer
cannot cancel the order placed provided the changes do not alter the
basic terms of the contract. For other types of changes, the possibility
of cancellation will be subject to manufacturer’s discretion.
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5.3 The withdrawal or cancellation of any order
that has been placed by Customer can only take place by means of letter,
fax or email of an Authorised Representative of Interactive to that
end.
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5.4 Notwithstanding any other terms of these Conditions
it is agreed that the provision or display of Product pricing and
other Information (as defined in clause (4.1) by Interactive to Customer
does not amount to an Offer by Interactive to sell such Products at
that Price or on any other terms.
Supply of such Information is only an invitation to treat. An Order
by the Customer for Product or Services shall be the offer. In the
case of orders placed by Electronic means if Interactive shall accept such
order it shall do so by delivering the Product to the Customer or
the Customer’s customer. Notwithstanding any order confirmation
or acknowledgement, the acceptance of any order placed by Electronic
Means shall not take place or be deemed to have taken place until
such time as the product shall have been so delivered.
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5.5 In the case of orders placed by Electronic
Means only, notwithstanding any acceptance by Interactive of any offer
for any Product, if there has been a material and obvious Pricing
error by Interactive, Interactive shall be entitled within 30 days
of its acceptance of such offer to either invoice the Customer for
the Customer’s true price of the product at the date of Order
or, if the Customer shall prefer, collect the Product at Interactive’s
expense and credit the Customer for any charges (e.g. price and freight)
invoiced by Interactive.
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5.6 Orders for direct shipment to Purchaser’s
Customers or Special Order Products may require repayment and may
be subject to additional fees.
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| 6. |
PRICE OF THE PRODUCTS |
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6.1 All prices are subject to change without notice
and subject to the provisions of clause
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6.2 and clause 5.5 will be established at the time
the order which gives rise to a Contract is received by Electronic
Means or in other cases confirmed or acknowledged by Interactive.
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6.3 If customer agrees to place an order for Product
not available at the time of order (a “backorder”) such
order shall be irrevocable and be deemed to be for the product at
the price established at the time the backorder is taken or confirmed.
Should there be any price increase due to a rise of its suppliers
price to Interactive or direct costs to which Interactive becomes
subject (including without Limit costs resulting from currency fluctuation)
Interactive shall only increase its price by such level as is necessary.
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6.4 Unless otherwise agreed by letter by an Authorised
Representative of Interactive all prices exclude the cost of delivery.
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6.5 All prices and charges are exclusive of any
applicable Value Added Tax, which the Customer will be additionally
liable to pay to Interactive.
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| 7. |
TERMS OF PAYMENT |
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7.1 Unless Interactive shall have previously agreed
in writing with the Customer that the Products shall be supplied on
credit payment for the Products shall be made in full by the Customer
with the Customer’s order or on delivery or collection of the
Product as determined by Interactive.
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7.2 Where Interactive has agreed to supply the
Products on credit Customer shall pay the Price of the products within
28 Days of the Date of Interactive’s invoice notwithstanding
that the property in the Products has not passed to the customer.
Invoices will be dated the day of dispatch of the products. Interactive
shall be entitled at its absolute discretion to alter Terms of Payment
(other than on concluded Contracts) and withdraw or alter any credit
limit granted at any time without notice.
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7.3 The time of payment of the price shall be of
the essence of the Contract. If the customer fails to make a payment
on the due date then without prejudice to any other right or remedy
available to it Interactive shall be entitled to: -
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| 7.3.1 |
Cancel the Contract or suspend any further deliveries
or suspend any services to the Customer. |
| 7.3.2 |
Appropriate any payment made by the customer to such of the
products as Interactive may think fit (notwithstanding any purported
appropriation by the customer). |
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Charge the customer interest (both before and after judgement)
on the amount unpaid at the rate of 5% per annum above Barclays
Bank plc base rate from time to time until payment in full is
made such interest being calculated on a daily basis.
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| 8. |
DELIVERY |
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8.1 Delivery of the products shall be made by Interactive
to such place as shall have been agreed between Interactive and the
Customer. Unless the customer shall have notified Interactive in writing
within 5 working days of the date of Interactive’s invoice that
the Products have not been delivered then delivery shall deemed to
have taken place in accordance with the Contract and the Customer
shall not be entitled to raise any claim of short or mis- shipment.Interactive
is entitled to issue its invoice on or after the date of dispatch
of Products from its facility.
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8.2 Interactive shall be entitled to assume that
any person who both reasonably appears and claims to have authority
to accept delivery who signs a note in respect of the Products on
behalf of the Customer or the Customer’s customer (if Interactive
has agreed to deliver direct) does in fact have the authority.
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8.3 Any dates quoted for the delivery of Products
are approximate only and Interactive shall not be liable for any delay
in delivery of the products howsoever caused.
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8.4 Partial delivery is allowed unless otherwise
mutually agreed by both parties. Failure by Interactive to deliver
the rest of the goods shall not entitle the Customer to treat the
order as a whole as repudiated.
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8.5 For the purpose of these Conditions where Interactive
has agreed to deliver Products direct to the Customer’s customer
any such delivery shall deemed to be delivery to the customer and
any refusal by the Customer’s customer to accept delivery shall
be deemed to be a refusal by the Customer.
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8.6 The customer shall bear all costs associated
with the unjustified refusal of delivery of products. If the refusal
is made on the grounds that the order was wrongly placed (i.e. wrong
product, wrong pricing, etc.) and the refusal is accepted by Interactive,
Interactive reserves its right to charge accordingly additional fees
for return transportation and administrative expenses related there
to, and original costs will not be reimbursed.
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| 9. |
RISK AND PROPERTY |
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9.1 Risk of damage to or loss of Products shall
pass to the customer at the time of delivery or if the Customer unjustifiably
fails to take delivery of Products the time when Interactive has tendered
delivery of the Products. |
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9.2 Notwithstanding delivery and the passing of
risk of the Products or any other provisions of these Conditions the
property in the Products shall not pass to the Customer until Interactive
has received in cash or cleared funds Payment in full of the price
of the Products and all other Products and Services previously sold
or supplied by Interactive to the Customer for which payment is then
due.
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9.3 Until such time as the property in the Products
passes to the Customer the Customer shall hold the products as Interactive’s
fiduciary agent and bailee and shall keep the Products separate to
those of the Customer and third parties and properly stored protected
and insured and identified as Interactive’s property.
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9.4 Until such time as the property in the Products
passes to the Customer (and provided the Products are still in existence
and have not been resold) Interactive shall be entitled at any time
to require the Customer to deliver up the Products to Interactive
and If the Customer fails to do so forthwith to enter upon any premises
of the Customer or any third party where the Products are stored and
repossess the Products. |
| 10. |
WARRANTIES AND LIABILITY |
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10.1 Interactive does not manufacture the products
(or where the Products comprise computer software does not publish
or license the software) and subject to the conditions set out below
in this clause10 Interactive sells the Products with the benefit of
the manufacturer’s or publisher’s or licensor’s(“publishers”)
warranty (as the case may be). |
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10.2.1 Interactive will accept liability for defective
Products only to the extent that Interactive is entitled to make a
claim under the manufacturer’s or publisher’s, dead on
arrival, warranty or other defective goods terms and actually obtains
from the manufacturer or publishers a refund credit repair or replacement
in respect of the defective Products. Processing of these defective
Products shall be made according to the manufacturer’s procedure
and the instructions set in clause10.4 below. Interactive cannot and
shall have no obligation to accept a return of and/or grant a credit
for product not compliant with the manufacturer’s procedures. |
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10.2.2 Interactive shall be under no liability
in respect of any defect arising from fair wear and tear wilful damage
negligence abnormal working conditions failure to follow Interactive’s
or the manufacturer’s or publisher’s Instructions (whether
oral or in Writing) misuse or alteration or repair of the Products
without Interactive’s approval. |
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10.2.3 Interactive shall be under no liability
under the above warranty if the total price of the Products has not
been paid. |
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10.3 All warranties, conditions or other terms
implied by common law or statute, or otherwise in connection with
the sale or sale or supply of goods or goods or services (save, in
the case of goods as to title) are excluded to the fullest extent
permitted by law. |
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10.4 Any claim by the Customer that is based on
a defect in the quality or condition of the Products shall be notified
to Interactive’s Customer Services Department. Upon notification
of any such claim by the Customer Interactive shall either notify
the Customer whether the policy of the Manufacturer of the Products
is to deal with the Customer direct (in which case the Customer shall
deal with the manufacturer direct provided Interactive gives sufficient
details to enable the Customer so to do) or shall provide the Customer
with an RMA number (in which case the Customer shall return the products
to Interactive in their original UNMARKED packaging together with
details of the RMA number and the Customer’s name and address).
This clause 10.4 shall only apply to Product; Customer is entitled
to return to Interactive as provided in these Conditions. |
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10.5 Interactive shall not be liable to the Customer
for any economic or financial loss or damage (including without limit
any loss of profits, loss of revenue, liabilities incurred by the
Customer to third parties, or additional expenses incurred or the
cost of time spent) or any consequential, indirect, or special loss
or damage costs expenses or other claims for consequential compensation
whatsoever (including without limit loss of or damage to data or loss
of goodwill) incurred or suffered by the Customer and in every case
howsoever caused or arising( and whether caused by the negligence
of Interactive its employees or agents or otherwise). |
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10.6 Interactive’s liability for direct loss
or damage arising from damage to tangible property for which Interactive
is liable shall be limited to the VAT Exclusive price of the relevant
Product or Service in connection with which any claim for damage or
loss is made. |
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10.7 Nothing in these Conditions shall in any way
exclude or limit any liability Interactive may have for death or personal
injury caused by its negligence. |
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10.8 Strikes lockouts or other industrial actions
or trade disputes (whether involving employees of Interactive or a
third party). |
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10.9 Difficulties of Interactive’s supplier
in obtaining raw materials labour fuel parts or machinery.
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| 11. |
RETURNS AND REPAIRS |
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11.1 Except for Special Order Products, which
are expressly excluded from these rules and cannot be returned under
any circumstances, if Interactive agrees to accept the return of any
Products (other than for the purpose set out in Clause 10 (above)
or agrees to carry out repairs to other Products which have not been
purchased from Interactive or agrees to repair Products which are
out of warranty the Customer shall not send the same to Interactive
unless they are accompanied by an RMA number previously advised by
Interactive’s customer services department and a copy of the
suppliers sales invoice and are sent in their original packaging or
same or similar material.
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11.2 The customer shall notify Interactive within
14 working days of any delivery discrepancies, other than for the
purposes set out in clause 10. If Interactive issues a returns number
(RMA), goods must be returned to Interactive within 10 working days
of the date thereof.
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11.3 If Interactive has agreed to carry out repairs
or to replace Products (or any parts thereof) other than for the purpose
set out in clause 10 above the Customer irrevocably authorises Interactive
to carry out such repairs or provide such replacements as shall place
the Products in proper working order.
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11.4 Interactive shall accept no liability for
any damage to or loss in transit in Products returned to Interactive
whether under this clause or under Clause10 above. If Interactive
has agreed to accept the return of Products other than for the purpose
set out in Clause10 above or than for the purpose of carrying out
any other repair or replacement the Products must be returned in their
original packaging and in a clean re- saleable condition failing which
Interactive will refuse to accept the same and the Customer shall
remain liable for the price thereof.
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| 12. |
INSOLVENCY OF CUSTOMER |
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12.1 This clause applies if: |
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| 12.1.1 |
The customer makes any voluntary arrangements
with its creditors or becomes subject to an administration order
or (being an individual or firm) becomes bankrupt or (being
a company) goes into liquidation otherwise than for the purposes
of amalgamation or reconstruction. |
| 12.1.2 |
An encumbrancer takes possession or a receiver is appointed
of any of the property assets of the Customer or |
| 12.1.3 |
The customer ceases or threatens to cease carrying on business
or |
| 12.1.4 |
Interactive reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies
the Customer accordingly. |
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12.2 If this Clause applies then without prejudice
to any other right or remedy available to Interactive, Interactive
shall be entitled to cancel the contract or suspend any further deliveries
or services under the Contract without any liability to the Customer
and if the Products have been delivered and not paid for then the
price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary. |
| 13. |
EXPORT RESTRICTIONS |
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13.1 The Customer acknowledges that the transfer
of any of the Products imported from the United States of America
is subject to the export control laws and regulations of the USA and
any amendments thereof which restrict exports and re-exports of hardware,
Software, technical data, and direct products of technical data, including
services derived from use of the Products. The Customer agrees that
it will not export or re-export any USA imported Products or any information
and documentation related thereto, directly or indirectly, without
first obtaining permission to do so as required from the United States
of America Department of Commerce’s Bureau of Export Administration
or other appropriate governmental agencies to any countries, end-
user’s or for any end-user’s that are restricted by USA
export laws and regulations and any amendments thereof which include,
but are not limited to the following:
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| 13.1.1 |
Restricted Countries: Cuba, Haiti, Federal Republic
of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North
Korea, South Africa (military and police entities only), Syria and Vietnam. |
| 13.1.2 |
Restricted End-Users: Any End-user whom the Customer knows
or has reason to know will use USA imported Products in the
design, development or production of missiles and missile technology,
nuclear weapons and weapons technology or chemical and biological weapons. |
| 13.1.3 |
Restricted End-uses: Any use of USA imported Products related
to the design, development or Production of missiles and missile
technology, nuclear weapons and weapons technology or chemical
and biological weapons. |
| 13.1.4 |
These restrictions change from time to time. If the Customer
has any questions regarding its obligations under USA export
regulations the Customer should contact the Bureau of Export
Administration, United States Department of Commerce, Office of Export Licensing, Washington
DC, USA (202) 377 4811 or the local United States Consulate. |
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| 14. |
CONFIGURATION |
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14.1 On agreement Interactive will provide configuration
services to Customer. Configuration services will be at the price
agreed at the time the order is taken or confirmed. The Customer shall
be solely responsible for the accuracy of its order, the specification
of the components and their configuration and for ensuring that the
configured Product specified is satisfactory for the purposes for
which it is required including without limit that it has sufficient
overall functionality, and will support, be compatible and inter-operable
with any hardware, software or middleware with which it is intended
to operate.
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14.2 Configuration Services will have a warranty
of days from the date of shipment to the Customer. Interactive’s
sole liability (and the Customers sole remedy against Interactive)
in respect of any defective Services for which Interactive is responsible
shall be the repair by Interactive or at Interactive’s option
replacement of the product on which the services have been performed.
(If any alleged defect shall be attributable to defect in Product
the provisions of Clause 10 shall apply). Claims in respect of defective
services must be made within 21 days of the date of delivery of the
configured product.
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| 15. |
GENERAL |
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15.1 Any notice required or permitted to be given
by either party to the other under these conditions shall be in writing
addressed to the other party at its registered office or principal
place of business or such other address as may at the relevant time
have been notified pursuant to this provision to the party giving
notice.
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15.2 No waiver by Interactive of any breach of
the Contract by the customer shall be considered as a waiver of any
subsequent breach of the same or any other provision.
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15.3 If any provision of these conditions is held
by any authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these conditions and the remainder
of the provisions in question shall not be affected thereby.
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15.4 The Contract shall be governed by the laws
of England and the Customer submits to the exclusive jurisdiction
of the English Courts.
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