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SynergyOne Order Form Terms and Conditions
1. INTERPRETATION
In these Terms and Conditions the following expressions will have the following
meanings unless inconsistent with the context:
"Contract" any contract between SynergyOne and the Customer for the supply of the
Services formed in accordance with these Terms and Conditions and the Supply and
Maintenance Terms and Conditions annexed hereto
"Customer" the purchaser of the Services named in section (1) of the Order Form
overleaf
"SynergyOne" SynergyOne Limited
"Order" any order placed by the Customer with SynergyOne Limited for the supply
of the services formed in accordance with Condition 2
"Order Form" the Order Form overleaf
"Services" any service which SynergyOne is to provide to the Customer (including
any of them or any part of them) under a Contract and detailed on the Order Form
overleaf
"Supply and Maintenance Terms and Conditions" the Supply and Maintenance Terms and
Conditions annexed to these Terms and Conditions
"Service Point" the place at which the Services are to be performed as specified
on the Order Form overleaf
"Terms and Conditions" the standard Order Form Terms and Conditions set out in this
document and any special terms agreed in writing between the Customer and SynergyOne
as specified on the front of the acknowledgement of order.
2. FORMATION AND INCORPORATION
2.1 Subject to any variation under Condition 11.5, any Order made by the Customer
for Services provided by SynergyOne will be upon these Terms and Conditions, to
the exclusion of all other terms and conditions and all previous oral or written
representations including any terms or conditions which the Customer purports to
apply under any purchase order, confirmation of order or similar document, whether
or not such document is referred to in the Order.
2.2 These Terms and Conditions shall run in accordance with the Supply and Maintenance
Terms and Conditions annexed to this form which shall govern the supply and maintenance
of the Services by SynergyOne to the Customer.
2.3 Each Order or acceptance of a quotation for services will be deemed to be an
offer by the Customer to purchase Services upon the Terms and Conditions. The Contract
is formed when the order is accepted by SynergyOne by way of a written acknowledgement
of order. No contract will come into existence until a written acknowledgement of
order is issued by SynergyOne. All orders must be on SynergyOne's standard Order
Form.
2.4 The Customer may not cancel the Order. SynergyOne may cancel the Order at any
time prior to delivery of the Equipment or performance of the Services.
3. DESCRIPTION
3.1 The Description of the Equipment or Services to be provided will be set out
in Section (2) of SynergyOne's Order Form overleaf. All samples, drawings, descriptive
matter, specifications and advertising issued by SynergyOne and any descriptions
or illustrations contained in SynergyOne's catalogues or brochures are issued or
published for the sole purpose of giving an approximate idea of the Equipment or
Services represented by or described in them. They will not form part of the Contract
and this is not a sale by sample.
3.2 SynergyOne may make any change to the provisions of the Services which are to
conform with any applicable safety, statutory or regulatory requirement or do not
materially affect their quality or performance.
4. PRICE AND PAYMENT
4.1 The price for the Services will be the price set out in SynergyOne's published
price list current at the date of acceptance of order and is exclusive of VAT and
any other applicable sales tax or duty which will be added to the sum in question.
4.2 SynergyOne will invoice the Customer for the Services as indicated on the Order
Form, on or at any time after performance commences and payment is due within 30
days of service of such invoice, or upon the termination of the Contract, whichever
occurs first.
4.3 Time for payment will be of the essence.
4.4 SynergyOne shall be entitled to vary the price for the Equipment or Services
by giving the Customer no less than 30 days notice in writing of its intention to
do so. The Customer shall be entitled to terminate the Contract if it does not accept
such an increase, provided that it notifies SynergyOne of its refusal to accept
a price variation within 14 days of notification of the same by SynergyOne. In the
event that the Customer does not notify SynergyOne of its intention to terminate
within 14 days, it shall lose the right to terminate the Contract.
4.5 All payments to be made by the Customer under the Contract will be made in full
without any set-off, restriction or condition and without any deduction for or on
account of any counter claim.
4.6 Payment is due within 21 days of the invoice date. The time of payment of all
sums due to SynergyOne under this Agreement shall be of the essence. If payment
in full is not received by SynergyOne upon the due date, SynergyOne shall be entitled
to levy an interest charge on any unpaid overdue balance based upon The Late Payments
of Commercial Debts (Interest) Act 1998 and as amended and supplemented by the Late
Payment of Commercial Debts Regulations 2002, at the rate of 8% above the Bank of
England base rate. Interest will be charged on a daily basis. Should this account
not be settled when due, and thereby fall into arrears, and the Company instruct
a Debt Collection Agency and/or a Solicitor to collect the said debt/account; all
commissions, legal fees, costs, disbursements, Value Added Tax, and all sums that
the Company is called upon to pay in order to collect the said outstanding debt/account,
will be borne by the Debtor and/or the party or parties to the Conditions of Sale
or to any contract that the Company has entered into with the Debtor.
4.7 SynergyOne will be entitled to withhold performance of the Services and reclaim
any item of Equipment that it has hired to the Customer in the event that the Customer
fails to make payments under a Contract in accordance with this Condition 4.
5. INSTALMENTS
5.1 SynergyOne may perform the Services in stages. Each stage will be a separate
Contract and no cancellation or termination of any one Contract relating to a stage
will entitle the Customer to repudiate or cancel any other contract or stage. Each
separate stage will be invoiced and paid for in accordance with the provisions of
the Contract.
6. PERFORMANCE OF THE SERVICES
6.1 The services will be performed at the Service Point.
6.2 The Customer shall during the term of the Contract allow any authorised representative
of SynergyOne access to its premises and its Equipment to enable it to carry out
SynergyOne's obligations under the Contract. This shall include (but not limited
to) inspection of the Equipment, removal of Equipment for non-payment or for any
other purpose associated with the terms of the Contract.
6.3 SynergyOne will use reasonable endeavours to perform each of the Customer's
orders for the Services within the time agreed when the Customer place an order
and, if no time is agreed, then within a reasonable time, but the time of performance
will not be of the essence.
7. RISK/TITLE
7.1 All Equipment will remain the property of SynergyOne until the price of such
Equipment has been paid in full but risk will pass to the Customer from the date
of delivery.
7.2 The Customer will insure the Equipment and keep it insured throughout the term
of the Contract on an agreed value basis, but not for less than the full market
value of the Equipment, against all risks on a comprehensive policy without restriction
or excess.
8. LIABILITY AND INDEMNITY
8.1 SynergyOne does not exclude its liability (if any) to the Customer.
8.1.1 for breach of SynergyOne's obligations arising under section 12 Sale of Goods
Act 1997 or section 2 Sale of Goods and Services Act 1982;
8.1.2 for personal injury or death resulting from SynergyOne's negligence;
8.1.3 under section 2(3) Consumer Protection Act 1987;
8.1.4 for any matter which it would be illegal for SynergyOne to exclude (or to
attempt to exclude) its liability; or
8.1.5 for fraud.
8.2 Except as provided in Condition 8.1 SynergyOne will be under no liability to
the Customer whatsoever (whether in contract, tort (including ligence), breach of
statutory duty, restitution or otherwise) for any injury, death, damage or direct,
indirect or consequential loss (all three of which terms include, without limitation,
pure economic loss, loss of profits, loss of business, depletion of goodwill and
like loss) howsoever.
8.3 Except as set out in Condition 8.1 SynergyOne hereby excludes to the fullest
extent permissible in law, all conditions, warranties and stipulations, expressed
(other than those set out in the Contract) or implied, statutory, customary or otherwise
which, but for such exclusion, would or might subsist in favour of the Customer.
8.4 Each of SynergyOne's employees, agents and sub-contractors may rely upon and
enforce the exclusions and restrictions of liability in Conditions 8.1 to 8.3 in
that person's own name and for that person's own benefit, as if the words "its employees
agents and sub-contractors" followed the word SynergyOne wherever it appears in
those conditions. 8.5 The Customer acknowledges that the above conditions of this
Condition 8 are reasonable and reflected in the price which will be higher without
those provisions, and the Customer will accept such risk and/or insure accordingly.
8.6 The Customer agrees to indemnify, keep indemnified and hold harmless SynergyOne
from and against all costs (including the cost of enforcement), expenses, liabilities,
injuries, direct, indirect or consequential loss (all three of which terms include,
without limitation, pure economic, loss of profits, loss of business, depletion
of goodwill and light loss), damages, claims, demands, proceedings or legal costs
(on a full indemnity basis) and judgements which incurs or suffers as a consequence
of a direct or indirect breach of negligent performance or failure or delay in performance
by the Customer of the terms of the Contract.
9. FORCE MAJEURE
9.1 SynergyOne will not be liable to the Customer for any failure or delay of for
the consequences of any failure or delay in performance of the Contract if it due
to any event beyond the reasonable control of SynergyOne including, without limitation,
acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act
of terrorism and national emergencies and SynergyOne will be entitled to a reasonable
extension of time for performing such obligations.
10. TERMINATION
10.1 SynergyOne may by written notice terminate the Contract by giving not less
than 90 days notice in writing to the Customer.
10.2 SynergyOne may by written notice terminate the Contract immediately if the
Buyer is in material breach of the Contract or enters into insolvency, bankruptcy,
any arrangement with its creditors or any other arrangement or situation which has
a like effect. Failure to pay any sums due in accordance with Condition 4.2 is a
material breach of the terms of the Contract which is not capable of remedy.
10.3 The termination of the Contract howsoever arising is without prejudice to the
rights, duties and liability of either the Customer or SynergyOne accrued prior
to termination. The conditions which expressly or impliedly have effect after termination
will continue to be in force notwithstanding termination.
10.4 Upon termination of the Contract, the Customer will pay all monies due under
the contract to SynergyOne up to and including the date of termination.
11. GENERAL
11.1 Time for performance of all obligations of the Customer is of the essence.
Time for performance of all obligations of SynergyOne is not of the essence.
11.2 Each right or remedy of SynergyOne under the Contract is without prejudice
to any other right or remedy of SynergyOne whether under the Contract or not.
11.3 If any condition or part of the Contract is found by any court, tribunal, administrative
body or authority of competent jurisdiction to be illegal, invalid or unenforceable
then that provision will, to the extent required, be severed from the Contract and
will be ineffective, without, as far as is possible, modifying any other provision
or part of the Contract and this will not affect any other provisions of the Contract
which will remain in full force and effect.
11.4 No failure or delay by SynergyOne to exercise any right, power or remedy will
operate as a waiver of it, nor will any partial exercise preclude any other exercise
of the same, or of any other right, power or remedy.
11.5 Save as set out in the Contract, these Terms and Conditions may also be varied
or amended in writing and signed by a director of SynergyOne.
11.6 SynergyOne may assign, delegate, licence, hold on trust or sub-contract all
or any part of its rights or obligations under the Contract.
11.7 The Contract is personal to the Customer who may not assign, delegate, licence,
hold on trust or sub-contract all or any of its rights or obligations under the
Contract without SynergyOne's prior written consent.
11.8 The Contract contains all the terms which SynergyOne and the Customer have
agreed in relation to the Services and supersedes any prior written or oral agreements,
representations or understandings between the parties. The Customer acknowledges
that it has not relied on any statement, promise or representation made or given
by or on behalf of SynergyOne which is not set out in the Contract.
11.9 Save as set out in Condition 8.4 the parties to the Contract do not intend
that any of its terms will be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person not a Party to it.
11.10 Any notice not in connection with the Contract will be in writing addressed
to the other party at its registered offices, or principal place of business and
will be delivered by hand, or first class or special delivery post. The notice will
be deemed to have been duly served if delivered by hand, which left at the proper
office for service or if made by pre-paid, first class post or special delivery
post, 48 hours after being posted.
11.11 The formation, existence, construction, performance, validity and all aspects
whatsoever of the Contract or of any term of the Contract will be governed by English
law. The English courts will have exclusive jurisdiction to settle any dispute which
may arise out of, or in connection with the Contract. The parties agree to submit
to that jurisdiction.
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