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Terms and Conditions

Highgate IT Solutions: General Terms and Conditions

1. Definitions

"AGREEMENT" means these terms and conditions and any schedules hereto together with the accompanying documentation as referred to in this document. "CUSTOMER" means the person, firm or organisation placing an order for products or services with Highgate IT Solutions LTD. "PRODUCT" means any service, product, item of equipment, hardware, software (or any other item containing, using or dependant upon any of the foregoing) supplied by Highgate IT Solutions LTD under this agreement including, in the case of service, any hardware or software provided to the customer by Highgate IT Solutions LTD as part of such service or used by Highgate IT Solutions LTD as part of such service.

"SERVICE" means the services to be provided under this agreement as described in the services part of this document or used by Highgate IT Solutions LTD as part of such service. "Highgate IT Solutions LTD" and “Highgate” means Highgate IT Solutions LTD, whose registered office is at 33 Lythcoe Ave, Preston. PR2 3SB, the Supplier. "WE, US, OUR" etc refer to Highgate IT Solutions LTD. "YOU, YOURS" etc. refer to the CUSTOMER.

2. Agreement

Any order placed by a Customer shall constitute an offer to Contract subject to the Standard Terms and Conditions herein contained and unless expressly agreed in writing by an Authorised representative of Highgate IT Solutions LTD no addition to, or variation from, these Standard Terms and Conditions shall apply. These Standard Terms and Conditions will negate the Customer’s own

Terms and Conditions as such.

3. Prices

All prices quoted are net, ex VAT and exclude packaging, delivery and all due taxes which shall remain the responsibility of the Customer. Quoted prices are valid for 7 days only. Highgate IT Solutions LTD reserves the right to change published prices at any time.

4. Payment

Credit terms will be granted at the discretion of Highgate IT Solutions LTD. If credit is granted, payment will be due 30 days from the date of Highgate's invoice unless otherwise agreed. If Highgate does not grant Credit terms, all orders placed will be on a cash-with-order basis. If Customer fails to pay invoices within the period of Credit set, Highgate reserves the right to hold shipment of any further orders until payment has been received. If Customer fails to pay any sum when due or fails to perform under this or any other agreement with Highgate after seven (7) days

Notice, Highgate shall be entitled to interest on the amount due at Santander Bank's base rate plus 8%, per calendar month. Interest will be calculated from due date, and Highgate is entitled to recover all extra expenses incurred, including legal fees and cost of collection. Extended credit terms may be available on receipt of written application. Any queries on invoices must be notified in writing within five (5) working days of the invoice date.

5. Orders and Cancellations

All orders must be sent to Highgate in writing before they can be processed and despatched. If the customer wishes to cancel or reschedule delivery dates of any order, consideration will only be given if application is made in writing to Highgate more than five (5) working days prior to the scheduled delivery date or, in the case of goods ordered for immediate despatch, before the order has been despatched. In the event of cancellation prior to despatch, Highgate shall be entitled to claim an amount equal to five (5) per cent of the value of the order. If the cancellation is received once the goods have been despatched it will become a returns issue and the returns procedure will become applicable.

6. Right of Termination

If, at any time either party makes default or commits any breach of its obligations under this agreement and (upon receiving written notification from the other of such default or breach) fails to remedy the default or breach within fourteen (14) days, or is involved with any legal proceedings concerning its solvency or of serious doubt of its solvency, or commences liquidation, or ceases to, or threatens to, cease trading, then the other party shall immediately become entitled (without prejudice to its other rights) to terminate its agreement forthwith by notice in writing to the other. Upon termination of this agreement by Highgate for whatever reason

Highgate shall, without prejudice to its other rights and remedies, be paid (I) the outstanding balance of charges due in respect of any works or Services carried out or equipment provided under this agreement prior to the date of termination; (II) the price of equipment or services ordered by Highgate on behalf of the customer for which Highgate has paid or is legally bound to pay.

7. Dialled Network Services

If the goods delivered and/or installed are designed to connect to a dialled network service (such as, but not limited to, ISDN services), please note that telecoms provider call charges will apply.

There is a possibility that, following installation, the equipment will come or remain on line for extended periods or excessively frequently thereby incurring line charges with your telecommunications provider. Highgate is not responsible for the charges that may be made by your telecoms provider. It remains the responsibility of the customer at all times to monitor the line usage and ensure that charges are kept to a minimum. Highgate will not accept liability for any call charges. It is the responsibility of the customer to notice or take action on any condition causing excessive or excessively long calls.

8. Errors

Clerical errors are subject to correction by Highgate at any time.

9. Force Majeure

Neither party shall be liable for failure to perform its contractual obligations if such failure results from an Act of God, Governmental act, fire, explosion, accident, industrial dispute, or any other cause beyond the parties control.

10. General

Except where expressly referred to in this agreement, this agreement represents the entire agreement between parties. Each party warrants that no representation not recorded in this agreement has been made which has induced the other party into this agreement. Neither party shall assign this agreement without the prior written consent of the other (not to be unreasonably withheld or delayed). No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this agreement shall operate as a waiver of such power or right. Any notice given under this agreement by either party to the other must be in writing and shall be effected by personal delivery, facsimile, email or registered mail postage to the address set out on the face of this agreement or such other address as shall have been notified and shall in the case of facsimile or email, be deemed to be received on the same date as it was sent and in the case of postage within 48 hours after the date of posting if posted in the United Kingdom. The provisions of this agreement are severable and if any provision (not being a fundamental term) is held to be invalid or unenforceable by a court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions. No variation is valid unless signed by authorised signatories of both parties. This agreement shall be governed by and construed in accordance with English Law and the parties hereto submit to the jurisdiction of the English Courts.

Sale of Products

11. Publications

All descriptions and illustrations contained in catalogues, price lists, proposals, advertising matter and all publications are intended to be illustrative only and shall not form part of a Contract unless specifically incorporated therein by written agreement between the Customer and Highgate. Highgate reserve the right to update any specification of goods without prior notice, however, any such changes shall not materially impair performance.

12. Delivery

Delivery is subject to Highgate's product availability at the time the Customer’s order is received. Highgate will deliver to the address specified in the Customer's order using standard packaging (this may not be original packaging) & transportation. Every reasonable effort shall be made to meet estimated delivery dates but Highgate shall not accept any liability whatsoever resulting from delay or failure in delivery. Time of the essence does not apply to any order. Claims for non-
delivery must be made in writing to Highgate within five (5) working days from date of invoice. Highgate cannot be held responsible for consequential loss for matters out of the Company's control. No claims for shortage or visible damage will be accepted unless notification is received in writing within forty eight (48) hours of receipt. Highgate can accept no responsibility for products damaged or lost by Customer's own transportation or third party contract.

13. Title

Risk in the goods shall pass to the Customer upon the delivery and the Customer shall insure them for not less than the full invoice value whilst the goods are in the Customer's possession and control. Title to the goods shall remain with Highgate until Highgate has received payment of the full price of (a) all Goods and / or Services the subject of the Contract and (b) all other goods and / or services supplied by Highgate to the Customer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between Highgate and the Customer. Notwithstanding such retention of the title the Customer, may in the ordinary course of business, resell the goods. However, Highgate may revoke such power of sale at any time when the payment price, or any part thereof, is overdue or in the event that the Customer is in breach of any other Standard Term and Condition herein. Upon such revocation, or upon termination of this agreement under clause 5, the Customer shall return the goods, or such part as still remains in the Customer's possession or control, to Highgate and shall allow Highgate immediate entry and access to all premises where goods are kept to allow Highgate to re-possess them should it wish to do so.

14. Returns

Highgate reserves the right to refuse to accept returns other than those in accordance with this clause. The Customer must inform Highgate within forty eight (48) hours (working days) of wrongly ordered goods, and seven (7) days of any defective goods. This is from the date the goods are received by the customer. This must then be confirmed in writing by the customer. A Returns Form must be completed. A Returns number will be issued. This returns number must be clearly displayed on the outside of any package. Our returns department will reject any items returned without this number, and all consequent costs will be the responsibility of the Customer. Any goods to be returned must be received by Highgate within fourteen (14) days of the returns number being issued. Customer will pay a re-stocking fee if goods are returned without fault or if wrongly ordered by the customer. The restocking fee will reflect any charges incurred upon Highgate in returning the goods to the Manufacturer or Supplier. The minimum charge will be £30. Goods must be returned in their original packaging and not marked or damaged in any way. A cleaning and repackaging fee may be charged for goods that are not returned in a saleable condition.

15. Warranty

Highgate warrants that goods delivered under the Contract are as described and that Highgate has the right to sell same. All Products supplied carry their respective Manufacturer’s warranty. Highgate DOES NOT supply its own warranty with products unless specified. Highgate's liability in respect of goods will be limited to the manufacturer's own warranty terms and conditions. Subject to the provisions above, all implied warranties or conditions, statutory or otherwise, as to the quality or fitness for any purpose of the goods is hereby expressly excluded and Highgate shall not (except as set out above) be under any liability whatsoever in respect of goods delivered or for any loss to the property of any person resulting from such defects from any cause whatsoever.

16. Export

If the goods and/or technical data are licensed under United States government export laws then, regardless of any disclosure made by the Customer to Highgate of an ultimate destination of goods and/or technical data outside of the United Kingdom, it is the Customer’s sole responsibility to obtain the written consent of the United States Government and local authorities before re-exporting any such goods and/or technical data from the United Kingdom. Highgate shall not be responsible for any costs or damages resulting from the failure of the customer to obtain such consent.

Installation, Configuration and Professional Services

17. The Service

The service will be defined and documented in a "scope of works" document agreed with the customer in advance. Any work requested by the customer which is not included in this agreement will be charged at Highgate’s then current rates. The service shall commence on the date agreed between the parties and shall be complete on a signature by the Customer or when all the works detailed in the scope of works document have been completed. Where the service is performed on a time and materials basis rather than a fixed price, Highgate shall supply, if requested, completed time sheets to verify its charges Such time sheets shall be conclusive evidence of the time spent by Highgate. Highgate has the right to sub-contract any or all of the works forming part of the service to a competent sub-contractor. Where any equipment is supplied as part of the service, such equipment shall be subject to our standard terms and conditions for the sale of products in addition to these terms.

18. Customer Responsibilities

The customer shall:

18.1 Provide a representative who shall sign all relevant documentation.

18.2 Provide, at its expense, such technical and other information, as Highgate shall

18.3 Provide such access to its equipment, as Highgate shall require for the provision

18.4 Take all reasonable precautions to protect the health and safety of Highgate

18.5 Ensure that adequate backup copies of its operating system, application

18.6 Provide a suitable mains power supply and a suitable working area for Highgate

18.7 Cancel any appointment with Highgate and its personnel by giving not less than require for the performance of the service. of the service. This includes access to any telecommunications lines required for the service and suitable passwords for any equipment. If sufficient access is not provided, Highgate shall not be obliged to perform the service and may charge the customer for costs and expenses incurred. personnel whilst on the customer's site. software and data files are kept. personnel. 48 hours notice to Highgate, failing which Highgate shall be entitled to charge in full for the service that would have been performed and any costs incurred as a result of cancellation.

19. Warranty

Highgate warrants that: The service will be provided with reasonable skill and care; it will use suitably qualified and experienced personal in the provision of the service; Cabling installed under this agreement will be free from defects in workmanship and materials for a period of one year from the date of installation. In the event of any breach of the warranties given in this clause the customer's sole remedy shall be the repair or replacement, at Highgate's sole discretion, of the item concerned.

20. Confidentiality

Each party undertakes to keep and maintain all confidential information in the strictest confidence and not to disclose such information to any third party without prior written consent of the other. The provisions of this clause shall apply for the term of this agreement and for five years after.

21. Liability

21.1 Each of the Parties hereto shall indemnify the other in respect of personal injury or death caused by its negligence or that of its employees, agents or subcontractors and nothing in this Agreement shall operate to exclude or restrict such liability.

21.2 Except in relation to personal injury or death caused by negligence as provided in Clause 21.1 above and subject to the exclusions provided in Clause 21.3 and 21.4 below, the total liability of Highgate in respect of any loss or damage of whatever nature to the customer under or in relation to this Agreement shall in every other case not exceed £1,000,000, whether such liability occurs in contract, tort, negligence or otherwise.

21.3 Neither Party shall be liable to the other for any loss of profit, business data, contracts, revenues or anticipated savings, or any incidental or special damages, howsoever arising.

21.4 Notwithstanding any other provision of this Agreement, in no event shall either Party be liable to the other for any indirect or consequential loss of whatever nature, however caused, whether occurring in contract, tort, negligence or otherwise.

22. Customer Agreement

By signing our credit application form you are confirming that you have read the Highgate IT Solutions LTD Common Terms and Conditions detailed above, that you have the authority to sign this agreement and that you agree to be bound by these Terms and Conditions in any dealings with Highgate IT Solutions LTD.