Terms & Conditions
In these terms and conditions: "Lanworks" means Keypoint Associates Ltd trading as Lanworks "Customer" means the person, firm or company placing an order with Lanworks "Goods" means equipment, software and other goods supplied by Lanworks from time to time.
All orders are accepted and Goods and services supplied subject to these terms and conditions and, where applicable, the System Support and Maintenance Terms and Conditions issued by Lanworks from time to time. No addition or variation shall be binding on Lanworks unless it is in writing and signed by a duly authorised representative of Lanworks.
These terms supersede all previous terms of Lanworks and prevail over the Customer's business terms.
Specifications are given by Lanworks in good faith and to the best of Lanworks' knowledge and therefore do not constitute a guarantee.
Lanworks reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event that any of the Customer's commitments with Lanworks shall not be met. If any order is cancelled by Lanworks in such circumstances, or is cancelled by the Customer for Customer reason the Customer shall indemnify Lanworks against all loss, costs (including the cost of all labour materials Goods and overheads incurred), damages, charges and expenses arising out of the order and the cancellation thereof (Lanworks giving credit for the value of such materials or orders sold or utilised for any other purpose).
No guarantee, express or implied, is given as to the delivery dates and while every effort will be made to meet delivery dates which are given in good faith, no liability can be accepted in the event of late delivery.
The risk of loss and/or damage (but not title) to Goods supplied by Lanworks shall pass to the Customer when they are delivered to the Customer or other person to whom Lanworks is authorised by the Customer to deliver the Goods whether expressly or by implication and Lanworks shall not be liable for the safety of the Goods thereafter (and accordingly the Customer shall insure the Goods thereafter against such risks as may be commercially prudent).
Any damage to Goods in transit must be notified to the relevant carrier and Lanworks within two days of receipt (packaging and contents to be held for inspection). If Goods are not received by the Customer within six days of date of invoice the carrier and Lanworks must be informed immediately
If Goods delivered to the Customer are defective, the Customer must notify Lanworks immediately and the Customer is referred to paragraph 34 below. Should Goods that are returned to Lanworks as faulty prove after examination and testing not to be faulty, Lanworks shall return the same Goods to the Customer and charge 20% of the value of the Goods to cover handling and administrative costs. Without prejudice to paragraph 34 Lanworks cannot accept any liability for any Goods that have been modified or altered in any way or for defective Goods to which unauthorised repairs have been made. This paragraph does not affect the Customer's statutory rights.
If upon receipt of the goods the buyer should find any discrepancy in the quantity supplied or type ordered the buyer must notify Lanworks of the discrepancy in writing within 14 days of the date of dispatch failing which no claim in respect of such discrepancy will be entertained by Lanworks.
Goods will only be accepted for return if accompanied by a returns number issued by Lanworks. Goods may only be returned to Lanworks by prior arrangement. Goods returned for reasons other than being faulty or defective must be unused, in saleable condition and in original packaging sent freight paid to Lanworks. Such returns will be subject to a 10% handling charge. Goods that have been specially made or modified for a customer may not be returned for credit. No returned goods will be accepted more than 30 days after the goods were dispatched by Lanworks and no credit will be allowed unless supported by Lanworks' duly completed Return Product Authority Form.
Lanworks reserves the right where a number of Goods have been ordered to deliver and invoice for each separately.
The ownership of and title to Goods shall remain vested in Lanworks (which reserves the right to dispose of them) until payment in full for all Goods has been received by Lanworks.
In the event that payment is overdue in whole or in part or upon the commencement of any act or proceeding in which the Customer's solvency is involved Lanworks may without prejudice to any of its other rights recover and/or resell the Goods or any of them and may enter upon the Customer's premises by its servants or agents for that purpose. If the Goods have been incorporated in or used as material for other Goods before payment in full has been made to Lanworks the ownership in the whole of such Goods shall be and remain with Lanworks until such payment has been made or the other Goods have been sold as aforesaid and all Lanworks rights hereunder in the matter shall extend to those other Goods. The Customer agrees to pay Lanworks all costs of repossession.
Where the Customer resells the Goods all money received from such resale and all rights arising against the subpurchaser shall be held by the Customer as bailee for Lanworks until all sums due to Lanworks from the Customer have been duly paid
Price and Payment
Whilst every endeavour will be made to ensure the accuracy of the prices quoted no responsibility can be accepted for any errors or omissions. Prices are subject to alteration by Lanworks without notice unless a formal written quotation given by Lanworks has been accepted. The price payable shall be that applicable at the date of delivery.
In the event of any suspension of work through the Customer's instructions, lack of instructions, or any default on the part of the Customer whatsoever the price(s) given may be increased to cover any extra expenses incurred by Lanworks.
All prices are quoted exclusive of VAT, which will be added to all invoices at the ruling rate at the date of the invoice.
Unless otherwise stated all quotations are valid for 30 days from the date shown on the quotation.
Payment of invoices is due immediately upon receipt. Where any account remains outstanding 28 days from the date of the invoice all discounts will be cancelled and Lanworks reserves the right to: (a) charge interest on all sums outstanding both before and after judgement calculated at the rate of 8% per annum above Barclays Bank Plc base rate from time to time accruing from day to day from the due date to the date of payment (b) suspend performance of all or any of its obligations under any current agreement with the Customer
Lanworks shall deliver the equipment to the installation address and all support maintenance and all other services will be provided only at that address unless agreed otherwise in writing.
The Customer shall, prior to delivery, provide at its own expense at the installation site the environmental and operating conditions for the equipment to be installed and shall be responsible for the safety and supply of all electrical appliances. Should Lanworks deem the electrical supply sub-standard the Customer shall at its expense make such changes specified by Lanworks.
Lanworks will install Internet related software subject to the co-operation of the Internet Service Provider (ISP), employed by the customer.
store the Goods (at no cost to Us) separately from all Your other goods in such a way that they remain readily identifiable as the Company's property;
Lanworks will use default installations unless arrangements are made prior to installation.
All software supplied by Lanworks to the Customer shall be subject to the terms of the end user licence supplied to the Customer and the end user registration card must be completed and returned as instructed.
Defects in software are the liability of the licensor not Lanworks.
Software will not be copied / modified / duplicated for any purposes of gain or resale by the Customer.
The Customer shall be responsible for all data stored on equipment and software supplied by Lanworks, and all backup procedures. Lanworks will not be responsible for any loss of data.
Acts, omissions or wilful neglect on the part of the Customer including but not limited to accident, misuse or any other default resulting in Lanworks having to provide service/support will be charged by Lanworks at its normal rates for such service/support.
Disks, ribbons and other consumables are the responsibility of the Customer. Should Lanworks recommend consumables, which the Customer fails to use resulting in damage to the Goods then LAN Works shall not be liable to repair or replace such Goods.
Lanworks will use all reasonable endeavours to ensure that all software already installed on systems or loaded by Lanworks is virus free. No claims for virus infection will be entertained unless the Customer runs approved and up to date virus protection software after each and every visit by Lanworks staff.
It is the Customer's responsibility to ensure that valid licences exist for all software loaded on their machines and the Customer shall fully and effectively indemnify Lanworks in respect of any claim against Lanworks resulting from a breach by the Customer of this clause.
Lanworks shall, if called upon to do so by the Customer in writing, use all reasonable endeavours to extend to the Customer or enforce on its behalf the benefit of any warranty, condition or guarantee provided to Lanworks in respect of the Goods by the manufacturer or supplier thereof or otherwise implied in favour of Lanworks apart from which Lanworks shall be under no liability whatever in respect of any defect in the Goods; Provided that any such warranty, condition or guarantee shall only be so extended or enforced on terms that the Customer shall indemnify and keep indemnified Lanworks on demand against all costs, claims, damages and expenses incurred in connection with the enforcement thereof or the making of any claim thereunder.
While all products should be fit for the purpose for which they have been designed no warranty is given that any product supplied by Lanworks will suit for the Customer's purposes unless such purposes are contained in a written specification and agreed with Lanworks.
Lanworks shall not be liable for non-performance in whole or in part of its obligations if such non-performance is due to acts of God, war, insurrection, government regulations, embargoes, strikes, labour disputes, illness, fire, flood, tempest or any other cause beyond the control of Lanworks. During the continuance of such contingency the Customer may, by written notice to Lanworks, elect to terminate the contract and pay for work done and materials used, but subject thereto will otherwise accept performance when possible.
Liability and Claims
Except for death or personal injury due to negligence of Lanworks or its employees Lanworks shall under no circumstances be liable in respect of defects in Goods delivered or for any damage or loss resulting from such defects. Lanworks shall not be under any liability for damage, loss or expense, resulting from the failure to give advice or information, whether or not due to the negligence of Lanworks or its employees. In no event shall any breach of contract or tort (including negligence) or failure of any kind on the part of Lanworks or its employees give rise to any liability for loss of revenue or any consequential loss or damage arising from any cause whatsoever even if Lanworks has been advised of the possibility of such losses.
All claims must be made in writing within 28 days of the occurrence of the event giving rise to a claim. Lanworks shall always be afforded a reasonable opportunity to correct a default before being in breach of its obligations. Lanworks shall not be liable in respect of any claim unless these requirements have been complied with except in any particular case where the Customer proves that (I) it was not possible to comply and (II) advice (where required) has been given and the claim made as soon as reasonably possible thereafter.
Subject to the above Lanworks 's entire liability howsoever arising shall be limited to damages which shall not in the case of public liability exceed £1 million and in respect of all other matters shall not exceed £500,000 in respect of any one claim. A number of defaults which together result in or contribute to the same loss or damage shall be treated as one claim.
Except as expressly stated herein, all conditions warranties representations and undertakings, express or implied, statutory or otherwise are excluded.
Waiver of Remedies
No forbearance, delay or indulgence by either party in enforcing the provisions of these terms and conditions shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach.
These terms conditions and the contract to which they relate shall in all respects be construed in accordance with English Law.
All notices which are required to be given by Lanworks or the Customer shall be in writing and shall be sent to the address of the recipient set out in the Schedule to these terms, or such other address as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered by hand or by first class pre paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile when despatched.