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Conditions of Sale

Primary Technology Conditions of Sale

These Conditions apply to any Customer that places an order with Primary Technology Limited. By placing an order with Primary Technology Limited the Customer agrees to be bound by these Conditions of Sale. 

CONTENTS

Conditions

1. Definitions
2. Provision of Equipment
3. Acceptance 
4. Customer's Obligations
5. Risk and Ownership
6. Terms
7. Guarantee
8. Charges
9. Changing the Contract
10. Ending the Contract
11. Limitation of Liability
12. Intellectual Property and Confidentiality
13. General Terms

·         Matters beyond Reasonable Control

·         Escalation and Dispute Resolution

·         Transfer of Rights and Obligations

·         Severability

·         Survival

·         Entire Agreement

·         Waiver

·         Rights of Third Parties

·         Notices

·         Non Solicitation

·         Law and Jurisdiction

·         Data Protection

·         Customer's Instructions

·         WEEE Regulations

CONDITIONS

1.     DEFINITIONS

1.1 In the Contract the following terms have the meanings shown next to them:

2.     PROVISION OF EQUIPMENT AND INSTALLATION

2.1 Site Preparation and Access 

2.1.1 The Customer agrees to prepare the Site according to any instructions Primary Technology may give. The Customer agrees to provide Primary Technology with reasonable access to the Site for the purposes of the Contract.

2.1.2 The Customer will obtain any permissions needed, including permission for any changes to the Site.

2.1.3 The Customer and Primary Technology will meet each other's reasonable safety and security requirements when on the Site. If the Customer or Primary Technology damages the other's equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use. 

2.1.4 The Customer is responsible for making the Site good, after any work undertaken by Primary Technology at the Site, including putting items back and for re-decorating.

2.2 Delivery and Installation

2.2.1 Primary Technology will use its reasonable endeavours to supply and, when ordered, complete the Installation and/or configuration of the Equipment by any date agreed with the Customer, but all dates are estimates. 

2.2.2 If the Customer delays or prevents the delivery of the Equipment or the Installation, then Primary Technology may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1. Primary Technology will notify the Customer in writing of any additional charges, which the Customer will pay directly to Primary Technology. 

2.2.3 The Customer will take delivery of and sign for the Equipment on the date of delivery as notified by Primary Technology. On the day of delivery the Customer will notify Primary Technology if:

(a) the quantity of packages delivered is different to the quantity shown on the delivery note; and
(b) there is any damage to the packages or boxes.

Upon delivery the Customer will be asked to sign a delivery note by our appointed courier confirming the delivery of the Equipment. If the quantity of packages delivered is different to the quantity shown on the delivery note or there is any damage to the packages or boxes, then the Customer should write the word "unchecked" on the delivery note.

2.2.4 The Customer must notify Primary Technology in writing of any damage to any of the Equipment (other than damage caused by any act or omission by the Customer) or any other discrepancy in the Equipment (including any faults in the Equipment and/or quantity of the Equipment) delivered within 5 working days from the date of delivery. Such notification should include model and part numbers of affected Equipment and identity of any software application. 

2.2.5 Subject to clause 7, Primary Technology shall have no further liability to the Customer where the Customer has not notified Primary Technology as set out in clause 2.2.4.

2.2.6 Where there is a delay in the delivery of the Equipment or part of the Equipment, Primary Technology may propose to the Customer a substitution of another product of a similar specification to the Equipment or part of the Equipment. 

2.2.7 Whilst Primary Technology will endeavour to ensure that the Equipment corresponds in every respect to any description, sample, specification, design features, or colour given, Primary Technology will not be liable for any minor variations in the Equipment.

2.3 Returns

2.3.1 The Customer shall follow Primary Technology's instructions when returning Equipment to Primary Technology. The Customer will ensure that Equipment is returned in "as new condition", in its original packaging and that the seal is not broken for any software, unless otherwise agreed by Primary Technology in writing or if the software is faulty. Primary Technology may at its option either reject any returns that are not in accordance with its instructions or that are incomplete, or charge a restocking fee.

2.3.2 Unless otherwise stated, the Customer will be responsible for the risk and cost of all outward and return carriage and insurance of all Equipment returned by the Customer. The onus of proof of safe delivery to Primary Technology will rest with the Customer. In the event that no fault is found in the returned Equipment, Primary Technology may charge the Customer a twenty five per cent restocking charge, provided that the Equipment is in original "as new condition".

2.3.3 Primary Technology will raise a credit note for all returns that are not rejected in accordance with clause 2.3.1. 

2.3.4 Primary Technology's sole liability for incomplete or damaged Equipment on arrival will be to replace the Equipment at its own expense.

3. ACCEPTANCE

3.1 If Primary Technology provides Installation services, Primary Technology may test the Equipment to ensure that it is ready for use in accordance with its established test procedures or programmes. Acceptance of the Equipment by the Customer will take place on the earlier of:

(a) the date when Primary Technology notifies the Customer that the Equipment has passed Primary Technology's tests and is ready for use; or
(b) the date when the Customer begins to use the Equipment; or
(c) 5 days from the initial agreed date of delivery (where the Customer delays installation or re-schedules delivery) or 5 days after the date of delivery.

3.2 Subject to clause 2.2.4, if Primary Technology does not install the Equipment, acceptance of the Equipment by the Customer will take place when the Customer takes delivery or possession of the Equipment.

4. CUSTOMER'S OBLIGATIONS

4.1 Until it has paid for the Equipment, the Customer will:

(a) keep the Equipment safe and only use it in accordance with any instructions Primary Technology may give; 
(b) only use or allow the Equipment to be used for any purpose for which it is designed;
(c) not claim to be owner of the Equipment and use its reasonable endeavours to ensure that the owner of the Site will not claim ownership of the Equipment, even if the Equipment is fixed to the Site; 
(d) indemnify Primary Technology against all claims and proceedings arising from the Customer's use of the Equipment or if the Equipment is stolen or damaged as a result of the Customer's negligence or gross misconduct. The Customer will keep Primary Technology informed of anything which may affect the rights of Primary Technology, or involve Primary Technology in any proceedings, loss or liability.

4.2 Where requested by Primary Technology, Customer will promptly:

(a) supply Primary Technology with configuration details in written format confirming the Customer's exact requirements; and
(b) provide Primary Technology with all necessary information and assistance with regard to any aspect of the Equipment;

Primary Technology may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1 if the Customer does not respond promptly to Primary Technology's request. Primary Technology will notify the Customer in writing of any additional charges, which the Customer will pay directly to Primary Technology.

5. RISK AND OWNERSHIP

5.1 Where the Contract includes delivery or Installation, risk passes to the Customer on delivery of the Equipment, but the Customer will not be liable for any loss or damage that is caused by Primary Technology's negligence.

5.2 Where the Contract does not include delivery or installation risk passes to the Customer when the Customer takes possession of the Equipment.

5.3 Ownership of the Equipment, (except for the Intellectual Property Rights) will pass to the Customer on payment in full of the charges as detailed on the Order Form. 

5.4 Until payment in full:

(a) the Equipment will appear in the Customer's books in the name of Primary Technology; and
(b) in the event of Bankruptcy or threatened seizure of the Equipment, the Customer will immediately notify Primary Technology and Primary Technology may take action to repossess the Equipment. The Customer will also notify interested third parties of Primary Technology's ownership of the Equipment.

6. CONDITIONS

6.1 The parties acknowledge that these Conditions prevail over any terms and conditions where the Customer's purchase order constitutes the Order Form.