LEGEND PC LIMITED
TERMS AND CONDITIONS OF SALE
Legend PC Limited (hereinafter referred to as the “Seller”) supplies goods with respect to computers and related electronic equipment (hereinafter referred to as “goods”) to its clients, customers, buyers and associates (hereinafter referred to as the “Buyer”) subject to the following terms and conditions of sale.
1.1 The conditions of sale set out below shall apply to all contracts for the supply of goods made between the Seller and the Buyer and shall not be deemed or construed to be modified, rescinded or waived in whole or in part except by written amendment by the parties.
2.1 Receipt of any order shall be deemed to be acceptance by the Buyer of these Terms and Conditions, notwithstanding anything that may be stated to the contrary on the Buyer's order.
3.1 Prices are subject to change without notice. All orders shall be filled at the prices prevailing at the date of delivery of the goods and the Buyer shall pay the prices charged.
3.2 If GST or other taxes are payable on goods supplied or on any amount payable under clause 7, the Buyer shall pay such taxes.
3.3 All prices are inclusive of freight costs and insurance charges unless otherwise agreed by the Seller and the Buyer in writing.
4.0 TERMS OF PAYMENT
4.1. The Seller requires cash on delivery unless prior written arrangements have been made. In the case where such arrangements have been made, payment of all accounts is to be made by the 20th day of the month ("the payment date") following the month of the date of the invoice. In the event that payment is not received by the payment date default interest may be charged by the Seller, at a rate equivalent to 3 per cent above the Seller's Banker's Commercial Overdraft rate for the period during which the payment has been overdue. Such default interest may be charged by the Seller on the overdue moneys from the payment date until all moneys including default interest have been paid in full. All payments shall be applied first in payment of default interest (if any).
4.2. No credit shall be extended on overdue accounts, except by prior written agreement with the Seller.
4.3 Payment of all moneys shall be made without set-off or deduction of any kind.
5.1 The Seller shall not be liable for any loss or damage to the goods during transportation even though such loss or damage may be caused by the Seller's negligence or other default.
5.2 Dates given for shipment or delivery are stated in good faith but are not to be treated as a condition of the sale. If delivery of the goods is delayed for any reason whatsoever, the Seller shall not be liable in any way to the Buyer or any other party for any loss suffered due to such delay.
5.3 The Seller reserves the right to cancel delivery of the goods or such instalments thereof without prejudice to its rights to recover all sums owing to it in respect of deliveries already made. The Seller shall also be entitled to cancel or suspend delivery of the goods in the event of any delay or non-performance due directly or indirectly to wars, strikes, Lockouts, delays or defaults by third parties, act of God, or any other cause (whether similar or dissimilar) beyond the reasonable control of the Seller. The Buyer shall have no claims whatsoever against the Seller in consequence of any such cancellation or suspension.
5.4 Where the Buyer does not take delivery of the goods by the delivery date specified or such later date as the parties agree, the Buyer shall pay reasonable storage costs until such time as the Buyer accepts the goods, such cost to be determined by the Seller, and the Seller shall be entitled to invoice the Buyer in accordance with clause 4.
5.5 No claim for any discrepancy in orders shall be admitted unless it is made in writing to the Seller within 48 hours of delivery.
5.6 Delivery by the Seller to a carrier shall be deemed to be delivery to the Buyer.
6.1 Despite the fact that ownership in the goods may not have passed to the Buyer, risk in the goods shall pass to the Buyer on despatch of the goods from the Seller's premises. The Buyer shall be obliged to insure the goods from the time of such despatch and pending payment in full insure the goods in the name of the Seller and the Buyer for their respective interests.
7.1 Without prejudice to the liability of the Buyer to pay for goods supplied, goods supplied pursuant to this agreement shall remain the property of the Seller as legal and equitable owner pending cleared payment in full of all moneys due under this contract or in respect of any other debt owed by the Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession of such goods as bailee for the Seller pending payment in full.
7.2 If any of the goods are mixed or incorporated in other goods (the "mixed goods") before payment, the Buyer agrees that the property in the mixed goods shall be and remain with the Seller until such time as payment has been made in full. Hereinafter, all references to “goods” shall include “mixed goods”.
7.3 If payment is overdue in whole or in part in respect of any of the goods, the Seller may (without prejudice to any of its other rights) recover and/or resell the goods or the mixed goods referred to in subclause 7.4 or any of them and may enter upon the Buyer's premises or any other place where the goods and/or the mixed goods are stored by its servants or agents for that purpose (and the Buyer grants to the Seller an irrevocable right and authority to so recover, re-enter and re-sell), provided that the Seller may only recover and resell for its own account sufficient of the goods and/or mixed goods to satisfy all unpaid liabilities and the costs of resale. If any excess is recovered by the Seller, it shall not be liable in damages but shall account for the excess to the Buyer.
7.4 If the goods are sold or otherwise disposed of by the Buyer prior to payment in full, the Buyer shall be deemed to have done so as agent for the Seller. The Buyer shall hold the proceeds of such sale in a separate fund.
7.5 In exercising its rights pursuant to this clause the Seller shall be entitled to deduct from any sale of goods or mixed goods recovered from the Buyer all the liabilities and expenses (including legal expenses) incurred by the Seller in enforcing or attempting to enforce its rights pursuant to this clause.
8.1 If the Seller considers that the Buyer may be unable to meet its payment obligations to the Seller, the Seller may:
(a) demand payment of all or part of such sums due; and
(b) require security for such obligations to its full satisfaction before any further supplies are made to the Buyer; and
(c) withhold without notice deliveries of goods ordered by the Buyer.
8.2 Any failure on the part of the Buyer to make payment on due date shall constitute a breach of these Terms and Conditions for which the Buyer shall be liable to compensate the Seller by immediately making payment as liquidated damages (in addition to the amount due) of interest on the amount due from the due date until the date of payment at a rate equal to 3 per cent above the current overdraft rate which the Seller has with its principal trading bank.
8.3 If the Buyer is in breach of any of these Terms and Conditions or in breach of any other contract for supply with the Seller, and in particular if the Buyer makes default in payment or fails to take delivery on the specified time, the Seller shall be entitled to cancel this and any other contract for supply and seek damages accordingly.
8.4 Without prejudice to its other remedies, the Seller shall be entitled to cancel this and any other contract for supply with the Buyer in the following circumstances:
(a) the Buyer becomes insolvent or is adjudicated bankrupt; or
(b) an application is made to wind up the Buyer or if a liquidator or receiver is appointed in respect of the assets of the Buyer; or
(c) the Buyer no longer carries on business or threatens to cease carrying on business; or
(d) an arrangement with the Buyer's creditors is made or likely to be made; or