Terms and Conditions
TERMS AND CONDITION
(a) In these terms and conditions “tycom” means Tycom Limited. “The Customer” means any person, body of persons, firm or company, with whom Tycom enters into a Contract, for the sale of goods, or provision of services by tycom.
(b) All orders are subject to confirmation and acceptance in writing by tycom on the basis that these terms and conditions are agreed to by the customer
(c) The customer acknowledges that it has read these terms and conditions and that it is fair and reasonable to incorporate them in the contract.
(a) Prices are quoted exclusive of VAT or other taxes.
(b) Rates, prices and discounts published in catalogues, lists and other documents are subject to variation at any time.
(c) If no rate or price is quoted or published the price shall be that ruling at the date of completion of the contract.
(a) A deposit of 20% is required with order.
(b) Payment will be due and payable within 30 days from date of project completion.
(b) Where any account or any part thereof is overdue for payment, tycom shall be entitled to charge interest on the amount due from time to time from the date of invoice to the date of payment at the rate 1.5 per cent per month or part of month.
(c) If the Customer fails to make timeous payment in accordance herewith tycom may either suspend all further deliveries of equipment and performances of services whether under this contract or otherwise until payment is made in full or, at its option, treat the contract as repudiated
(d) Any amounts due by the Customer to tycom under the contract shall be payable in full without any compensation set-off or counter claim.
(a) Unless otherwise specified, delivery dates or periods given are estimates only and shall not be construed as fixed.
(b) Delivery shall be made to the Customer’s premises in the United Kingdom where the Customer shall provide at its expense and be responsible for all proper accommodation and facilities for the goods including proper environmental conditions, all as specified by tycom.
(c) tycom shall be under no obligation to give to the Customer the notice mentioned in section 32(3) of the Sales of Goods Act 1979.
(d) Any receipt obtained by tycom from the Customer or any carrier or nominated agent of the Customer accepting or taking delivery of goods shall be conclusive evidence of delivery by tycom to the Customer of the goods or such part thereof as is indicated by such receipt.
(a) tycom shall have no liability to the Customer in respect of defective goods where.
(ii) defects are caused by installation, operation or maintenance carried out other than in accordance with any instructions supplied with the goods, or by wear and tear, accident or misuse, improper operation or neglect or arising as a result of the fitting of any equipment (or use of software not produced or approved by tycom) which does not comply with tycom’s recommendations or otherwise as a result of failure of the Customer to comply in full with the Manual containing the technical specifications and operating instructions supplied by tycom with the goods;
(iii) the goods have been used for an application other than that specified at the time the order was placed or used not in accordance with tycom’s instructions.
(iv) the Customer has failed to observe the terms and conditions of payment for the goods and all other obligations imposed by these Conditions.
The Customer shall not be entitled to cancel or repudiate any Contract entered into with tycom.
PROPERTY AND RISK
(a) Property in goods shall not pass to the Customer until the whole price for the goods has been paid. Until property in the goods passes, the Customer shall keep the goods free from any lien, charge or encumbrance and tycom may at any time require the goods to be returned to it by the Customer and if such requirements is not met within seven (7) days tycom may retake possession of the goods and may enter any premises of the Customer for that purpose
(b) Until property in the goods passes, the Customer shall so far as possible store the goods in such a way that they are identifiable as the property of tycom and separate for all other goods in the possession of the Customer.
(c) Not withstanding the forgoing, the risk of damage to, or loss or destruction of goods shall pass to the Customer at the time the goods are delivered.
(d) No claim for loss in transit or error in despatch or invoicing will be accepted by tycom unless where the goods are lost in transit or there is a shortage of delivery a separate written notice is given to tycom within 3 days of receipt of the equipment followed by a complete claim within 10 days of receipt of the equipment.
(e) Without prejudice to any other provisions of these terms and conditions tycom shall not be liable for any delay in delivery, non-delivery, destruction or deterioration of all or part of the goods or provision of services of which we have no direct control over. In this event tycom shall use all reasonable endeavors to procure the timely repair or replacement of these goods in accordance with the original suppliers' warranty/ terms and conditions if applicable, or where there is no such applicable warranty or term at the order and cost of the Customer. tycom shall have the option of extending the time of delivery by the length of the period for which such circumstances dictate and for any such delays occurred from this the Customer shall in no circumstances be entitled to repudiate the Contract
COMPUTER SOFTWARE (DEFINITIONS AND TERMS)
(a) (i) Amendments: Shall mean modifications carried out to any software at the customer’s expense to adapt it to his specific requirements
(ii) Application Software: Shall mean Software developed to perform specific functions.
(iii) Packaged Software: Shall mean a pre-developed Application Software System designed to satisfy a particular set of common requirements and, for the avoidance of doubt, not specifically designed to meet the customer’s requirements.
(iv) Run Time Version: Shall mean non-modifiable, machine-readable versions of Software delivered to the Customer to perform specific customer tasks.
(v) System Software: Shall mean Software related to the technical management of the Hardware and Application Software components of a computer system.
(b) Computer Software Packages Developed By tycom. If included in this Sales Contract, tycom hereby grants to the Customer a non-exclusive, non-transferable licence to use the Run Time Version of the Application Software Packages. The Package Licence for use with any particular System of the Customer may not be transferred to another System of the Customer’s without payment to tycom of a further licence fee. tycom shall be under no obligation to carry out amendments to the Software Packages unless the Customer has agreed the prices and placed a necessary separate order.
(c) Computer Software Packages and System Software not Developed by tycom. tycom assumes no responsibility for the installation, training, operation or performance of Software Packages/Operating Systems Software which have been developed or published by Companies other than tycom. Inclusion in this Sales Contract of such Software in no way constitutes a endorsement of the Software, supplier or compatibility of the Software with either the Hardware or System Software used by the Customer.
(a) The Customer shall allow tycom reasonable access to the system and use of other required equipment necessary for its work under this agreement.
(b) The Customer will take full responsibility for ensuring adequate backups are taken.
(c) The Customer shall undertake to use all reasonable endeavours to assist tycom in providing services under this agreement. Where Remote Access is to be allowed, any Customer requirements will be met. Full details of these should be provided by the Customer and kept up to date. Any login names provided for tycom’s use will require the necessary security rights allowing access to all areas of the System where relevant data and Software reside.
(d) The Customer must maintain proof of licence for the Software on Site.
(e) The Customer shall provide for tycom all such information and give tycom access to all such records and other documents as may be necessary to enable it to carry out the terms of this agreement in a regular and expeditious manner.
(a) All personnel providing service under the agreement will remain solely under the conditions of employment and management of tycom.
(b) The Customer shall take all reasonable precautions to ensure the health and safety of tycom employees or sub-contractors while on the Customer’s premises.
(c) Neither party will at any time solicit or entice away or employ any employee of the other party or attempt to entice away or employ any employee of the other party.
(a) The Consultants(s) assigned to undertake the work shall not divulge or communicate to any person (other than those whose province it is to know the same or with the authority of the Customer) any Confidential Information of the Customer (and its subsidiaries) which may come to the Consultant’s knowledge in the course of providing the Consulting, including information concerning the Project.
(b) The Consultant shall use its best endeavours to prevent the unauthorised publication or disclosure of any such Confidential Information.
(a) The Customer shall not be entitled to assign or transfer in whole or in part the benefit or burden of the Contract without the prior written consent of tycom.
(b) The rights and remedies of tycom set out in these conditions shall be in addition to and without prejudice to any other rights and remedies which may be available to tycom at Common Law or under statute.
(c) This documents sets out the entire agreement between the parties with respect to the subject matter thereof and supersedes all prior discussions between the parties hereto, their servants or agents all statements, representations, terms, conditions, warranties, guarantees, proposals, communications and understandings whether given or made by or on behalf of tycom or the Customer (including any order from the Customer) and whether oral or in writing, with respect to the subject matter of the Contract.
PROPER LAW AND JURISDICTION
The Contract shall in all respects be governed by and construed in accordance with the law of Scotland and the Customer hereb y submits irrevocably to the non-exclusive jurisdiction of the Scottish Courts.
tycom shall be relieved from all liability under any contract to the extent that it shall be unable to carry out / be delayed in carrying out all or any of its obligations under this agreement by reason of wars, strike, lockouts, government controls or restrictions, non-availability of goods or personnel or any cause whatsoever beyond the tycom’s control.