1.2 These Terms contain the entire agreement between the parties superseding all prior discussions, representations, promotional material, web-site content, document, correspondence, or any other terms. You acknowledge that you have not placed reliance upon any terms, representations, conditions or warranties, express or implied by statute, common law or otherwise, other than expressly set out in these Terms.
1.3 These Terms will apply in place of and prevail over any terms that may be implied by trade practice or course of dealing, or any terms that may be contained in any purchase order or other document of customer.
Trams’ staff are not authorised to alter the Terms under any circumstances. Any variation to these Terms must be agreed to in writing and signed by a director of Trams. For some products and services additional terms may apply, which Trams will provide to you.
1.4 Any quotation or estimate by Trams does not constitute an offer. A contract will only come into existence upon the earlier of a written acceptance by Trams of your order or upon delivery of goods to you. You are responsible for ensuring the accuracy of any order. Once a contract is formed, it may not be cancelled by you without Trams’ written consent. You agree to indemnify Trams against all losses including loss of profits, costs, damages, charges and expenses arising from your cancellation. In the event that Trams agrees to your cancellation, Trams reserves the right to apply a cancellation charge of fifty pounds (£50.00) or 25% of the price of the cancelled order, whichever is greater. Refunds will not be given for items that have been opened or which have not been returned within 7 days.
2. Price and Payment
2.1 Prices are as per our published list price from time to time. Trams reserves the right to change its prices prior to delivery due to changes in market conditions, and at any time to correct errors or misprints. All prices exclude delivery costs which will be charged at the rate prevailing at the time. All prices and delivery costs exclude VAT.
2.2 Unless otherwise specified by Trams in writing, payment is required in cleared funds at the time of order. To open a credit account with Trams, you will need to complete a signed credit account application form. The opening of a credit account is subject to credit checks and satisfactory references being provided.
2.3 If Trams grant you credit you must adhere to Trams’ payment terms – which is payment strictly within 30 days from the date of invoice. Trams reserves the right at any time to stop supplying goods and services to you at Trams’ absolute discretion.
2.4 Payment is required in £ Sterling unless otherwise agreed. Time of payment is of the essence. Payment must be made in full without any deduction or set off. Overdue amounts may incur interest at a rate of 3% above Barclay Bank Plc’s annual base rate from time to time (to accrue from day to day) after as well as before any judgment and you shall indemnify Trams against the cost of recovering any outstanding amounts.
3. Delivery Risk, Title and Returns
3.1 Any delivery dates quoted are estimates only, and Trams will not be liable for any delay in delivery howsoever caused. Time of delivery is not of the essence. Delivery by instalments may be made and each such delivery will be treated as a separate contract, unless otherwise agreed by Trams in writing.
3.2 Risk in goods will pass to you on delivery. Property in the goods will remain with Trams until Trams has received in cleared funds full payment for the goods and for all other goods and services sold to you. Until such time as property in the goods passes to you, you undertake: (i) to keep the goods separate and identifiable as Trams’ goods; (ii) to keep the goods properly protected and insured for their full value; (iii) not to encumber, sell, lease or otherwise part with possession of the goods, and if you do sell them to hold the proceeds separately on Trams’ behalf; and (iv) to give Trams access to any premises where the goods are stored to inspect or recover the goods at any time.
3.3 Trams shall have no liability towards you should your customer have placed an order with you for fulfilment by Trams or a corresponding order is placed by you with Trams, where such orders are found by Trams or you to be fraudulent. Neither Trams nor its carriers and/or agents shall be liable to you should Trams or the carriers have delivered Products in accordance with your instructions received before the order is released for shipment.
3.4 The Customer is responsible for the accuracy of all information provided about its customers including but not limited to name and ship-to address. Trams shall not be liable to you for any loss or damage arising from inaccurate or erroneous information if Trams has relied upon such information or shipping instructions as provided by you. We may from time to time request additional written assurances should we suspect that any order placed by you might be the subject of fraudulent or other criminal activity or attempt by any third party.
3.5 The Customer shall upon receipt of the Products sign the delivery note (proof of delivery) and be responsible for complying with the applicable shipping requirements of Trams, its carriers or agents. The Customer’s sign-off on Trams delivery shall be at carton level. Trams shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the delivery on behalf of the Customer or the Customer’s customer (if your order to Trams has requested we make delivery to an address that is in the name of another party) does in fact have the authority.
3.6 If you have not received the goods you must inform Trams in writing and by telephone within 5 working days of the date of invoice. Goods must be properly inspected by you on delivery. Any shortages, non-conformity with description or defects or damage reasonably apparent on a proper inspection must be notified to Trams by telephone immediately and in any event, in writing within 5 working days of receipt of the goods. Late claims will not be entertained.
3.7 In the event goods needs to be returned to Trams for any reason, you must first obtain Trams’ prior authorisation, and if approved Trams will provide you with a returns number which must be marked on the outside of the package. Goods returned to Trams without proper authorisation or which have been damaged in transit will not be accepted.
4. Limitation of Warranty
4.1 Trams warrants that the goods sold to you will be the goods you ordered as outlined by Trams in writing in its order acceptance. Other than this, you acknowledge that Trams is only a reseller and does not manufacture goods. You will be entitled to the benefit of any warranties and remedies offered by the manufacturer. ACCORDINGLY, FOR ANY DEFECTS OR PROBLEMS WITH THE GOODS YOU AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES PROVIDED BY THE ORIGINAL MANUFACTURER, IF ANY. It is your responsibility to liaise directly with and yourself return any problem items to the manufacturer. Trams is unable to attend your premises to fix such items free of charge. To cover such contingent cost it is recommended you take out an on-site maintenance contract when you buy the product. Generally, warranties do not cover consumables or items which are designed to have a limited working life.
4.2 In respect of any goods or services supplied, Trams will not under any circumstances be liable for any loss or damage caused by fair wear and tear, accident, misuse, wilful damage, negligence, incorrect installation, abnormal working conditions, failure to follow Trams’ or the manufacturer’s instructions or any repairs, alterations or attachments not authorised by Trams.
5. Services, Data and Software
5.1 In the event that Trams provides you with any advice, recommendations, maintenance, tips or suggestions (whether in person or through any of Trams’ publications), or otherwise assists you in any way or carries out any other services (together referred to as “services”), unless you are separately charged and pay for such services the following shall apply: (i) the services are requested, followed or acted upon by you entirely at your own risk; and (ii) Trams will not be liable to you in any way in respect of such services.
5.2 Where you are separately charged for services Trams provides to you, the services will be subject to separate written terms provided by Trams. In the event that you are charged for services and no separate written terms are provided to you, Trams will provide such services with reasonable care. THE FULL EXTENT OF TRAMS’ LIABILITY IN RESPECT OF SUCH SERVICES (WHETHER UNDER CONTRACT, TORT, OUR NEGLIGENCE OR BREACH OF STATUTORY DUTY) WILL BE LIMITED TO EITHER USING ITS REASONABLE ENDEAVOURS TO REMEDY THE BREACH OR, AT TRAMS’ DISCRETION, REFUNDING THE FEE CHARGED FOR THE SERVICE.
5.3 It is the customer’s responsibility to ensure that adequate precautions are taken to back up and preserve data, programs and other items loaded on, used, or stored on equipment before submitting items to Trams or allowing work on equipment to take place. Trams accepts no responsibility whatsoever for any such material held on the equipment. Customers are recommended to ensure that their staff are suitably trained and to have back-ups taken at least daily and held off-site to ensure that they are able to resume smooth resumption of their business as a result of equipment failure or other loss of data. TRAMS WILL NOT BE RESPONSIBLE FOR RESTORATION, RECONSTRUCTION, INSTALLATION OR ANY OTHER WORKS ASSOCIATED WITH THE SOFTWARE, DATA OR OTHER ITEMS AS A RESULT OF EQUIPMENT FAILURE OR WORK UNDERTAKEN.
5.4 Software goods are not sold but are licensed. Separate licence terms will govern your use of the software and you agree to comply with the terms of such licence.
6. Limitations of Liability
6.1 WITHOUT PREJUDICE TO ANY OTHER PROVISIONS OF THESE TERMS, TRAMS’ TOTAL FINANCIAL LIABILITY IN RELATION TO THE SALE OF GOODS AND SERVICES TO YOU (WHETHER FOR BREACH OF CONTRACT, MISREPRESENTATION, BREACH OF STATUTORY DUTY, OR FOR TRAMS’ NEGLIGENCE) SHALL BE LIMITED TO THE TOTAL PRICE PAID IN RESPECT OF THE GOODS AND SERVICES CONCERNED.
6.2 TRAMS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IRRESPECTIVE OF ANY NEGLIGENCE) FOR ANY (I) LOSS OF PROFITS; (II) LOSS OF PRODUCTION, GOODWILL OR OPPORTUNITY; (III) LOSS OF DATA, PROGRAMS OR SOFTWARE; (IV) DEATH OR PERSONAL INJURY (OTHER THAN SET OUT BELOW); (V) ANY TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES; IN EACH SUCH SUB-CLAUSE WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE TIME OF CONTRACT.
6.3 THESE TERMS SET OUT THE FULL EXTENT OF TRAMS’ OBLIGATIONS AND LIABILITIES. OTHER THAN AS EXPRESSLY PROVIDED IN THESE TERMS, ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (OTHER THAN STATUTORY WARRANTY AS TO TITLE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, THERE ARE NO CONDITIONS, WARRANTIES OR OTHER TERMS, EXPRESSED OR IMPLIED, AS TO QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Notwithstanding any other provision of these Terms, no part of these Terms seeks to exclude or restrict any liability that cannot be excluded by law (i) for death or personal injury caused by Trams’ negligence; (ii) fraudulent misrepresentation; (iii) under the Consumer Protection Act 1987.
7. Data Protection
7.2 By purchasing goods or services from Trams, you accept that Trams requires the personal data contained in this form.
7.3 Where you have provided any personal data to Trams on the basis of your consent, or have consented to Trams marketing to you, or transferring your personal data to specified third parties, you may with draw your consent at any time. However, Trams reserves the right to cease working with you if we are unable to verify your identity or provide services to you
8.1 Trams invests heavily in the recruitment and training of its staff. Whether directly or indirectly, if you or an associate company, or third party you introduce, solicit any of Trams’ staff to leave its employment without Trams’ written consent you agree to pay Trams a fee of 25% of the staff’s annual salary paid by Trams or their new employer, whichever is greater.
8.2 Trams will not be liable for any failure or delay in any of its obligations if due to any circumstances that are beyond Trams’ reasonable control. Any failure or delay by Trams in enforcing its rights shall not be construed as a waiver and any written waiver by Trams of a breach will not be deemed a waiver of any subsequent breach.
8.3 If any provision of these Terms is found to be to be void or unenforceable, Trams may amend or replace such provision to give a similar meaning which is enforceable. In any event, each part of these Terms will be construed separately, and the enforceability of all other parts will not be affected.
8.4 No part of these Terms are intended or will be construed to confer any benefit upon any third party. You may not assign or otherwise transfer any of your rights or liabilities under these Terms without Trams’ prior written consent.
8.5 Certain words in these Terms have defined meanings which are identified in (brackets) and “speech marks” in the text. The defined meanings will apply wherever such words are used in these Terms.
8.6 These Terms will be governed by English law and any matter arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the English Courts.