1. Interpretation

1.1. “Conditions” Means the standard terms and Conditions set out in this document and (unless the context otherwise requires) includes any special terms and Conditions agreed in Writing between the Customer and Sycom Limited.

“Contract” means any Contract for the purchase and sale or other supply of Products and/or the supply of Services by Sycom to the customer.

“Customer” means the company, firm, or individual whose order for the Goods is accepted by Sycom Limited.

“Client ” means the company, firm, or individual whose order for the Goods is accepted by Sycom Limited.

“Buyer” means the company, firm, or individual whose order for the Goods is accepted by Sycom Limited.

“Sycom Limited” means Sycom Limited whose principle office is Unit 1, 595 Reading Road, Winnersh, Wokingham, Berks., RG41 5HQ

“Sycom.net” means Sycom Limited whose principle office is Unit 1, 595 Reading Road, Winnersh, Wokingham, Berks., RG41 5HQ

“Sycom” means Sycom Limited whose principle office is Unit 1, 595 Reading Road, Winnersh, Wokingham, Berks., RG41 5HQ

“Goods” means the Goods (including and instalment of the Goods or any part of them) which Sycom Limited is to supply in accordance with these Conditions.

“Products” means any products (including, for the avoidance of doubt, software, instalments thereof and installation of the products or any parts of or for them) sold by Sycom to the customer.

“Writing” includes telex, and comparable means of communication.

1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1. Sycom Limited shall sell and the Customer shall purchase the Goods in accordance with any written quotation of Sycom Limited which is accepted by the Customer, or any written order of the Customer which is accepted by Sycom Limited, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and Conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made by the Customer.

2.2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and Sycom Limited.

2.3. Sycom Limited employees or agents are not authorised to make any representation concerning the Goods unless confirmed by Sycom Limited in Writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

2.4. Any advice or recommendation given by Sycom Limited or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Sycom Limited is followed or acted upon entirely at the Customers own risk, and accordingly Sycom Limited shall not be liable for any such advice or recommendation which is not so confirmed.

2.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document of information issued by Sycom Limited shall be subject to correction without any liability on the part of Sycom Limited.

2.6. It is the Customer’s responsibility to be aware of the Conditions as current form time to time. In addition to any acceptance of these Conditions by the customer providing a purchase order to Sycom or accepting Products or Services from Sycom whichever occurs first.

3. ORDERS AND SPECIFICATIONS

3.1. No order submitted by the Customer shall be deemed to be accepted by Sycom Limited unless and until confirmed in Writing by Sycom Limited’s authorised representative.

3.2. The Customer shall be responsible to Sycom Limited for ensuring the Accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving Sycom Limited any necessary information relating to the Goods within a sufficient time to enable Sycom Limited to perform the Contract in accordance with it’s terms.

3.3. The quantity, quality and description of any specification for the Goods shall be those set out in Sycom Limited’s quotation (if accepted by the Customer) or the Customers order (if accepted by Sycom Limited).

3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by Sycom Limited in accordance with specification submitted by the Customer, the Customer shall indemnify Sycom Limited against all loss, damages, costs and expenses awarded against or incurred by Sycom Limited in connection with or paid or agreed to be paid by Sycom Limited in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Sycom Limited’s use of the Customer specification.

3.5. Sycom Limited reserves the right to make any changes in the Specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Sycom Limited’s specification, which do not materially affect their quality or performance.

3.6. No order which has been accepted by Sycom Limited may be cancelled by the Customer except with the agreement in Writing of Sycom Limited and on terms that the Customer shall indemnify Sycom Limited in full against all loss (including loss of profits), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Sycom Limited as a result of cancellation.

4 PRICE OF THE GOODS

4.1. The price of the Goods shall be Sycom Limited’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Sycom Limited’s published price list current at the date of acceptance of order. Unless stated otherwise in writing, all quoted prices are valid for 30 days only or until earlier acceptance by the Customer after which time Sycom Limited may alter them without further notice to the Customer.

4.2. Sycom Limited reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in cost to Sycom Limited which is due to any factor beyond the control of Sycom Limited (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in cost of labour, material or other cost of manufacture), any change in delivery dates, qualities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure by the Customer to give Sycom Limited adequate information or instructions.

4.3. Except otherwise stated under the terms of any quotation or in any price list of Sycom Limited, and unless otherwise agreed in Writing between the Customer and Sycom Limited all prices are given by Sycom Limited on an ex-works basis, and where Sycom Limited agrees to deliver the Goods otherwise that at Sycom Limited’s premises, the Customer shall be liable to pay Sycom Limited’s charges for transport, packaging and insurance.

4.4. The price is exclusive of any applicable VAT, which the Customer shall be additionally liable to pay for Sycom Limited.

5. TERMS OF PAYMENT

5.1. Subject to any special terms agreed in Writing between the Customer and Sycom Limited, Sycom Limited shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Sycom Limited shall be entitled to invoice the Customer for the price at any time after Sycom Limited has notified the Customer that the Goods are ready for collection or (as the case may be) Sycom Limited has tendered delivery of the Goods.

5.2. Unless stated otherwise in the Sycom Limited invoice to the customer or otherwise in writing by Sycom, the Customer shall pay the price of the Goods (without any deduction) within twenty one days (for goods, hardware and software) of the date of the Sycom Limited invoice, or thirty days for Sycom Limited labour charges, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will not be issued only upon request.

5.3. Sycom reserves the right to invoice the customer for any supplied goods, hardware or software, in advance of the completion of any given project without obtaining advanced permission from the customer. All relevant terms contained within this document will then apply

5.4. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Sycom Limited, Sycom Limited will be entitled to:

5.4.1. Cancel any and all Contract(s) or suspend any further deliveries of goods and or services to the Customer

5.4.2. Appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract between the Customer and Sycom Limited) as Sycom Limited may think fit (not withstanding any purported appropriation by the Customer); and

5.4.3. Sycom Limited reserve the right to charge one months interest (both before and after any judgement) at 8% for each and every month or part of a month on top of the prevailing bank base interest rate until payment in full is received. Sycom also reserve the right to disable any Internet related services or equipment owned or operated by Sycom Limited, until payment has been cleared with the nominated Sycom Limited bank.

6. DELIVERY

6.1. Delivery of the Goods shall be made by the Customer collecting the Goods at Sycom Limited’s premises at any time after Sycom Limited has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Sycom Limited, by Sycom Limited delivering the Goods to that place at the expense of the customer.

6.2. Any dates quoted for delivery of the Goods are approximate only and whilst every effort will be made to meet dates quoted, Sycom Limited shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Sycom Limited in Writing. The Goods may be delivered by Sycom Limited in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by Sycom Limited to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer to treat the Contract as a whole repudiated.

6.4. If Sycom Limited fails to deliver the Goods for any reason other than any cause beyond Sycom Limited’s reasonable control or the Customers fault, and Sycom Limited is accordingly liable to the Customer, Sycom Limited’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.

6.5. If the Customer fails to take delivery of the Goods or fails to give Sycom Limited adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customers reasonable control or by reason of Sycom Limited’s fault) then, without prejudice to any other right or remedy available to Sycom Limited, Sycom Limited may:

6.5.1. Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

6.5.2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

7. RISK & PROPERTY

7.1. Risk of damage to or loss of the Goods shall pass to the Customer:

7.1.1. In the case of Goods to be delivered at Sycom Limited’s premises, at the time when Sycom Limited notifies the Customer that the Goods are available for collection; or

7.1.2. In the case of Goods to be delivered otherwise than at Sycom Limited’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, at the time when Sycom Limited has tendered delivery of the Goods.

7.2. Not withstanding delivery and the passing of the risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Sycom Limited has received in cash or cleared funds payment in full of the price of the Goods, and all other sums then due and payable by the Customer to Sycom Limited.

7.3. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Sycom Limited’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Sycom Limited’s property. Until that time (or, if earlier, upto the time that the event occurs which causes Clause 10 of these Conditions to apply) the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to Sycom Limited for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, which is equivalent to the price at which the Goods were invoiced by Sycom Limited to the Customer, and shall keep such proceeds, separate from any monies or property of the Customer and third parties and, in the case of tangible proceed, properly stored, protected and insured.

7.4. Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Sycom Limited shall be entitled at any time to require the Customer to deliver up the Goods to Sycom Limited and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and re-possess the Goods.

7.5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Sycom Limited, but if the Customer does so all monies owing by the Customer to Sycom Limited shall (without prejudice to any other right or remedy of Sycom Limited) forthwith become due and payable.

8. WARRANTIES & LIABILITY

8.1. Subject to the Conditions set out below and unless otherwise specified, Sycom Limited warrants that the Goods will correspond with their specification, as stated by the manufacturer, at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery.

8.2 The above warranty is given to the Customer subject to the following Conditions:

8.2.1. Sycom Limited shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer.

8.2.2. Sycom Limited shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working Conditions, failure to follow Sycom Limited’s instructions (whether verbal or in Writing), mis-use or alteration or repair of Goods without Sycom Limited’s approval in Writing;

8.2.3. Sycom Limited shall be under no liability under the above warranty (for any other warranty, conditional guarantee) if the total price for the Goods has not been paid by the date due for payment.

8.2.4. The above warranty does not extend to parts, materials or equipment subject to a separate warranty or guarantee as given by the manufacturer to Sycom Limited;

8.2.5. The defective Goods are returned to Sycom Limited carriage paid;

8.2.6 Sycom Limited reserve the right to charge the Customer a levy of up to fifteen percent of the price for Goods which are returned by the Customer and in which no fault is found. Furthermore Sycom Limited reserve the right to recharge, back to the customer, any and all transport of shipping costs incurred if the equipment or product is found to be not faulty.

8.3. Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale (as defined under the Unfair Contract Terms Act 1977), all warranties, Conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.

8.5. Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to Sycom Limited within ten days from the date of delivery or (where the defect or failure is not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Sycom Limited accordingly, the Customer shall not be entitled to reject the Goods and Sycom Limited shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.6 Where any valid claims in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Sycom Limited in accordance with the Conditions, Sycom Limited shall be entitled to replace the Goods (or part in question) free of charge, at Sycom Limited’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but Sycom Limited shall have no further liability to the Customer.

8.7. Except in respect of death or personal injury caused by Sycom Limited’s negligence, Sycom Limited shall not be liable to the Customer 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 Sycom Limited, it’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or re-sale by the Customer, except as expressly provided in these Conditions.

8.8. Sycom Limited shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of Sycom Limited’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Sycom Limited’s reasonable control (including but not limited to Act’s of God, fire, theft, riot, war, embargo, strikes, difficulties in obtaining labour, materials, parts, prohibition of export or import and confiscation or the action of any Government).

9. INDEMNITY

9.1. If any claim is made against the Customer that the Goods infringe or that their use or re-sale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, Sycom Limited shall indemnify the Customer against all loss, damages, cost and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:

9.1.1. Sycom Limited is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2. The Customer shall give Sycom Limited all reasonable assistance for the purpose of any such proceedings or negotiations;

9.1.3. Except pursuant to a final award, the Customer shall not pay or accept any such claim or compromise any such proceedings without the consent of Sycom Limited (which shall not be unreasonably withheld);

9.1.4. The Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer might have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use it’s best endeavours to do);

9.1.5. Sycom Limited shall be entitled to the benefit of, and the Customer shall accordingly account to Sycom Limited for, all the damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

9.1.6. Without prejudice to any duty of the Customer at common law, Sycom Limited shall be entitled to require the Customer to take such steps as Sycom Limited may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Sycom Limited is liable to indemnify the Customer under this clause.

10. INSOLVENCY OF THE CUSTOMER

10.1. This clause applies if:

10.1.1. The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.1.2. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

10.1.3. The Customer ceases, or threatens to cease to carry on business; or

10.1.4. Sycom Limited reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

10.2. If this clause applies then, without prejudice to any other right or remedy available to Sycom Limited, Sycom Limited shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.

10.2.1. Sycom Limited may recover and shall be considered to have requested the customer return all goods which have not become the customers property and the customer shall no longer be in possession of them. Sycom Limited shall automatically be deemed to have requested the customer to return all such goods and Sycom Limited shall be entitled to recover and repossess the same in addition to its other rights. For the purpose of recovery the customer shall permit Sycom Limited, it’s employees and agents to enter any place where any goods to which the company is entitled are or are believed to be situated and shall on demand pay Sycom Limited the cost of removal and transport.

11. EXPORT CONTROL

11.1. The Customer undertakes not to offer the Goods for resale in any country outside EEC without the prior consent in Writing of Sycom Limited, or to sell the Goods to any person if the Customer knows or has reason to believe that the person intends to resell the Goods in any such country.

12. GENERAL

12.1. Any notice required or permitted by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

12.2. No waiver by Sycom Limited of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3. If any provision of these Conditions is held by competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions in question shall not be affected thereby.

12.4. Any dispute arising under or in connection with the Conditions or the sale of the Goods shall at Sycom Limited’s option be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.

12.5. The Contract shall be governed by the Laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.

13. Internet/Telecommunications

13.1. Sycom cannot be held responsible for clients telephone call charges in respect of any equipment supplied/configured/set-up by Sycom which is connected to telecommunication companies. It is the responsibility of the client to check their call charges and costs. Sycom are unable to control the usage of the calls made on telephone/communication equipment supplied, therefore the responsibility for checking, monitoring and payment of charges rest with the client. Sycom can assist if requested in writing, to help clients review their charges.

14. CONFIGURATION

14.1. On agreement Sycom will provide configuration services to the client. Configuration will be charged at the standard Sycom ad-hoc rates; unless other rates are agreed in writing at the time the order is taken or confirmed. The client shall be solely responsible for the accuracy of its order, the specification of the components and their configuration and for ensuring that the configured product specified is satisfactory for the purposes for which it is required including without limit that it has sufficient overall functionality, and will support, be compatible and inter-operable with any hardware, software or middleware with which it is intended to operate.

14.2. Configuration services will have a warranty of 14 days from the date of shipment to the customer. Sycom’s sole liability (and the customers sole remedy against Sycom) in respect of any defective Services for which Sycom is responsible shall be the repair by Sycom or at Sycom’s option, replacement of the product on which the Services have been performed. (If any alleged defect shall be attributable to defect in Product the provisions of clause 8 shall apply). Claims in respect of defective Services must be made within 21days of the date of delivery of the configured product.

Issue dated 31st October 2001 Sycom and Sycom.net are trading names of Sycom Limited UK registered company: 3820362

top of page ^