“Logical” means Logical Focus Ltd t/a Logical Telecom.
“Customer” means the person, firm or company placing an order with Logical;
“Equipment” means all those and materials which are the subject of the Customer’s order and which are to be supplied to the Customer by the Logical under these Conditions of Sale;
“Contract” means the contract for the supply of Equipment formed by the Logical ‘ acceptance(which, however made or communicated, shall be deemed made subject to these conditions) of the Customer’s order.
1. The Customer’s offer to purchase the equipment shall remain irrevocable for a period of 21 days from the date on the signed order. Logical shall be deemed to accept the terms and conditions of this agreement unless it notifies the customer in writing within 21 days hereof.
Price and Payment
2. a) Prices stated on the order are the prices in force on the date hereof. Prices payable will be those in force on the date of delivery to the customer.
Logical reserves the right to adjust the prices to reflect any variations in the rate of exchange and any duties at the date of despatch of the equipment to the Purchaser.
b) Logical reserve the right to charge daily interest on amounts outstanding 14 days after invoice until payment is received at a rate of 6% above the Bank of England base rate from time to time in force whether before of after judgement.
c) All sums due under this agreement shall be paid in full without any offset whatsoever.
d) A 4% surcharge, based on the invoice value, is charged for any credit card payment.
e) Any dispute much be registered with Logical within 5 working days of the date of invoice otherwise payment in full is due on the due date.
3. a) Without prejudice to Logical’s other legal rights and remedies Logical shall be entitled to treat this agreement as repudiated by the Customer if the Customer fails to pay the full price when due or is in breach of any provision hereunder. Non-enforcement as above by Logical shall not be deemed as a waiver of its rights by Logical which may be enforced unless any breach is remedied by the Customer.
b) Without prejudice to Logical’s legal rights above, if the customer enters into liquidation, whether voluntary or compulsory, has receiver or administrator appointed over the whole or part of its assets or enters into any scheme of administration with its creditors, this agreement shall terminate automatically on the occurrence of any such event as aforesaid.
4. a) Title in any equipment supplied by Logical under this agreement shall remain in Logical whether or not possession has been passed to the customer until the purchase price has been paid by the customer in full and until such payment is received the customer shall hold such consignment on a fiduciary basis and as a bailee for Logical (returning the same to Logical immediately on request) and the customer shall store the same at no cost to Logical in such a way that such consignment is closely identifiable as belonging to Logical
b) The customer notwithstanding sub-clause 4a) above shall be entitled to sell any equipment supplied hereunder in its own name and in the usual and ordinary course of business provided that in the event of the customer failing to deliver the same up to Logical when requested or on the occurrence of any event referred to in clause 3 above. Logical is hereby irrevocably authorised to enter forthwith onto the customer’s premises and repossess and remove such equipment consigned and the customer shall be responsible for the costs of Logical of so doing.
c) Notwithstanding the above, any risk of damage, theft or destruction to the equipment delivered to the customer shall be borne by the customer. Without prejudice to the foregoing, Logical shall have a general and particular lien over any equipment supplied under this agreement between the parties hereto where any of the purchase price remains unpaid.
5. The customer (at its own expense) shall be responsible for all proper accommodation and facilities including proper environmental conditions and the correct consistent supply of power as recommended by Logical for the operation of the equipment supplied hereunder.
6. a) There is no specified delivery date. The customer shall accept delivery hereunder within a reasonable period from the date on the signed order. Logical shall not be liable for non-delivery caused by circumstances beyond its reasonable control.
b) This agreement is independent of any other agreement and the customer shall be bound by the terms hereof notwithstanding the non-performance or non-delivery of services or equipment by Logical, third parties or the customer necessary for the operation of the equipment supplied hereunder.
Any software supplied by Logical (or any of its current subsidiaries) to the customer for use with the equipment supplied hereunder shall be subject to the terms and conditions of Logical (or any of its current subsidiaries) current standard software support contract, the performance whereof shall not in any circumstances affect the liabilities of the customer hereunder.
a)Any accessories supplied by Logical (or any of its current subsidiaries) to the customer from time to time when available shall be supplied under Logical’s (or such subsidiaries’) terms and conditions and prices then prevailing and shall not form part of this agreement.
b) LOGICAL shall not be held responsible for the failure in the performance of any equipment sold hereunder whereby accessories used by the customer do not conform to LOGICAL’s specifications or where the equipment supplied hereunder is used in any manner other that recommended by LOGICAL.
If the customer purports to cancel this agreement, the customer shall be liable fully to compensate LOGICAL for all actual, contingent or anticipated expenses and loss of profit incurred or to be incurred by LOGICAL hereunder. If such amount should not have been agreed within one month of the customer’s purported cancellation, the customer shall pay LOGICAL 40% of the purchase price.
a) If the customer enters into any financial arrangement with a third party whereby it is intended that the title of the equipment supplied hereunder shall pass to such third party, the customer shall, notwithstanding any arrangement to the contrary, remain liable to LOGICAL under the terms and conditions of this agreement. The payment in full by any third party to LOGICAL of the purchase price hereunder shall be a full discharge to the customer of its obligation to pay such purchase price to LOGICAL.
b) If for any reason whatsoever the customer’s arrangements for financing the purchase of the equipment shall be frustrated, the terms and conditions hereof shall remain in full force and effect as between the customer and LOGICAL.
LOGICAL liability hereunder shall be limited to death or physical injury caused by the negligence of LOGICAL or it’s employees and LOGICAL shall not be liable for any other direct or indirect loss of profits howsoever or whensoever caused and of whatsoever nature, save to the extent that any such losses cannot be excluded by law.
7. No liabilities, obligations, warranties, conditions or undertakings, statutory or otherwise, implied or express, shall be deemed to be included in this agreement save those which cannot be excluded by law.
8. LOGICAL shall not be liable to in contract, tort or otherwise for direct or consequential loss or damage or injury in connection with or arising out of possession, operation, use, malfunction or modification or equipment or services supplied hereunder, save as provided herein and the customer shall indemnify LOGICAL in respect of any claim for loss, damage or injury to any person or property or for any other loss directly or indirectly occasioned by or arising from the possession, operation or use of the equipment supplied hereunder or arising from the malfunction or modification of the equipment by the customer.
9. This agreement shall be governed by the laws of England and the parties hereto agree to submit to the jurisdiction of the English courts.
10. This agreement shall only be remedied by written agreement by the parties hereto.
11. The customer hereby accepts that any terms and conditions purported to be incorporated in this agreement set out on any of the customer’s purchase order or other forms of shall not apply to this agreement save those supplied by LOGICAL
12. a) Any notice or other communication required or permitted under this Agreement to be given in writing to the address of the recipient stipulated therein or as notified from time to time and will be deemed to have been given or made when delivered personally if properly addressed and posted by first class mail in England within two business days of posting and/or if sent by facsimile upon being sent or if sent by e-mail or other electronic means.
b) Notices given to Logical will only be accepted in writing to Logical’s registered address or by email to email@example.com
13. The parties hereto agree that it is their joint intention not to violate any provisions of the laws of England or any laws of the EEC and that in the event that this agreement or any part thereof shall become unenforceable through any such violation then such terms or conditions shall be considered severed from this agreement, the remainder of which shall remain binding as foresaid on the parties.
Logical Focus Ltd t/a Logical Telecom, Oak House, Oak Mills, Topcliffe Lane, Morley, Leeds. LS27 0HL Tel: 03448 112200