Five IT Limited Standard Terms and Conditions

1. Definitions
"Buyer" means the person whose order for the sale of the goods and/or provision of the services is accepted by the Seller. "Seller" means Five IT Limited or such subsidiary as may provide the relevant goods or services. All orders are accepted on the basis of these conditions. Any conditions of purchase offered on behalf of the Buyer shall be deemed to be waived by the Buyer on acceptance of the goods or services.
2. Price
The Seller reserves the right to vary prices to reflect any increase in the cost to the Seller arising prior to acceptance of the order, which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specifications requested by the Buyer, or any delay caused by instructions of the Buyer.
3. Variations No order which has been accepted by the Seller may be varied or cancelled by the Buyer without the prior written consent of the Seller. Any reduction in order quantity or goods returned will only be accepted with prior written approval of the Seller.
4. Delivery
Acceptance of delivery of goods and/or provision of services (or any part thereof) shall be deemed conclusive evidence of Buyers acceptance of these conditions. Delivery of the goods shall be made by the Seller delivering the goods to the Buyers premises or, if some other place for delivery is agreed by the Seller, by the Seller delivering the goods to that place. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Seller shall be entitled to make partial delivery or deliveries by instalments and to invoice for such deliveries as are made.
5. Non Delivery
If the Buyer either fails to take delivery of the goods on the agreed delivery date or delays the delivery date; then the Seller may store or arrange the storage of the goods until actual delivery, at the risk and expense of the Buyer, and charge the Buyer the following: reasonable or actual (if with a third party) storage costs (including insurance); all additional transport and handling costs including the additional time of the Seller at its appropriate hourly or daily rates; and receive payment in full for the goods in storage, in accordance with the normal payment terms.
6. Notification
Claims for goods invoiced but not received must be made in writing, stating invoice number. Complaints concerning goods received damaged must be made in writing, stating nature of damage, date of receipt and invoice number. Goods cannot be accepted for return without prior agreement of the Buyer and the Seller.
7. Specifications
If goods are to be manufactured or provided in accordance with a design/specification provided by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs, expenses in connection with same.
8. Payment and Refunds
The Buyer shall pay the price specified (without any deduction) of due invoices within 30 calendar days of the invoice date with the exception of training courses which must be paid for in full 21 days prior to the course start date.
8.1 Training and courses.
If you cancel a training course more than four weeks before the start of the course and do not transfer to another course, any fees paid will be refunded less any deposit paid and the cost of any promotional gifts or offers received for booking. If you cancel less than four weeks before the start of the course no refund is payable. If you fail to attend the course no refund is payable. Deposits are non-refundable under any circumstances for confirmed bookings.
9. Force Majeure
If the seller is unable to perform the services for a reason of force majeure or any other reason outside the Sellers reasonable control, the Seller shall be entitled to charge the Buyer for any additional time, cost or expense incurred as a result thereof and where the Seller is unable to perform the services for any such reason for a period of more than two weeks the Seller shall be entitled to postpone its performance of the contract until such time as it is reasonably able to recontinue the performance of the services.
10. Warranty
The Buyer shall be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer in respect of parts, materials or equipment not manufactured by the Seller.
11. Consequential Loss
The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these conditions.
12. Third Party Claims
If any claim is made against the Buyer that the goods or services infringe or that their use, resale or provision infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, any liability of the Seller to the Buyer shall be subject to the Seller being given full control of any proceedings or negotiations in connection with any such claim including the payment or settlement thereof.
13. Title
Title in the goods shall not pass to the Buyer until the later of delivery and receipt by the Seller of payment in full of all sums due or owing on any account.
14. Governing Law
These conditions and the contract for sale to which they relate shall in all respects be construed in accordance with and be governed by English Law.
15. Validity
Terms valid at date of issue and may only be varied with the consent of both the Buyer and Seller.