Terms & Conditions of Sale
1. GENERAL
1.01 Products and services (“the Goods”) are sold and supplied subject to the express terms and conditions (together called “Terms”) set out below. These Terms are the only basis on which Impact Marcom or any of its associated companies (“Impact Marcom”) is prepared to contract with any person firm or company (“the Customer”) and are complete and exhaustive and override all and any provisions referring to or purporting to refer to the Goods. No addition of amendment to or alteration of these Terms or any substitution of any other terms whether by notice in writing or otherwise will be accepted.
1.02 Any agreement whether verbal or written which does not conform to these Terms shall not be binding on Impact Marcom unless it has been confirmed by a Director of Impact Marcom in writing.
1.03 These Terms apply to all Impact Marcom’s contracts with the Customer and are in addition to and not in place of the terms and conditions of hire of equipment relating to the Customers hiring of any equipment from Impact Marcom for which such contract exists. In the event of any inconsistency between these Terms and
conditions of any Hiring Agreement the former shall prevail.
1.04 Any forbearance or indulgence on the part of Impact Marcom, its servants or agents to enforce fully, or at all, any of the Terms shall not constitute a waiver of Impact Marcom’s rights and shall be entirely without prejudice to those rights.
1.05 These terms shall be governed by and interpreted in accordance with the laws of England and Wales.
1.06 If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
1.01 Products and services (“the Goods”) are sold and supplied subject to the express terms and conditions (together called “Terms”) set out below. These Terms are the only basis on which Impact Marcom or any of its associated companies (“Impact Marcom”) is prepared to contract with any person firm or company (“the Customer”) and are complete and exhaustive and override all and any provisions referring to or purporting to refer to the Goods. No addition of amendment to or alteration of these Terms or any substitution of any other terms whether by notice in writing or otherwise will be accepted.
1.02 Any agreement whether verbal or written which does not conform to these Terms shall not be binding on Impact Marcom unless it has been confirmed by a Director of Impact Marcom in writing.
1.03 These Terms apply to all Impact Marcom’s contracts with the Customer and are in addition to and not in place of the terms and conditions of hire of equipment relating to the Customers hiring of any equipment from Impact Marcom for which such contract exists. In the event of any inconsistency between these Terms and
conditions of any Hiring Agreement the former shall prevail.
1.04 Any forbearance or indulgence on the part of Impact Marcom, its servants or agents to enforce fully, or at all, any of the Terms shall not constitute a waiver of Impact Marcom’s rights and shall be entirely without prejudice to those rights.
1.05 These terms shall be governed by and interpreted in accordance with the laws of England and Wales.
1.06 If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
2. ORDERS
2.01 An order may not be cancelled or varied by the Customer after acceptance by Impact Marcom without the written consent of Impact Marcom and the giving of such consent shall not in any way prejudice Impact Marcom’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.
2.01 An order may not be cancelled or varied by the Customer after acceptance by Impact Marcom without the written consent of Impact Marcom and the giving of such consent shall not in any way prejudice Impact Marcom’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.
3. PRICES
3.01 All prices shall be those ruling at the date of order of the Goods. Impact Marcom’s price lists do not constitute an offer.
3.02 Prices may differ from those quoted at the time of order if an error has occurred. In the event of an error, Impact Marcom reserves the right to charge the correct price and will contact the customer in advance of delivery to establish if the order is to be continued or cancelled.
3.03 Unless otherwise stated, all prices quoted are exclusive of delivery charges, value added tax and are in UK pounds sterling.
3.01 All prices shall be those ruling at the date of order of the Goods. Impact Marcom’s price lists do not constitute an offer.
3.02 Prices may differ from those quoted at the time of order if an error has occurred. In the event of an error, Impact Marcom reserves the right to charge the correct price and will contact the customer in advance of delivery to establish if the order is to be continued or cancelled.
3.03 Unless otherwise stated, all prices quoted are exclusive of delivery charges, value added tax and are in UK pounds sterling.
4. CREDIT AND PAYMENT
4.01 Unless otherwise agreed in writing, any grant of credit facilities is made on the condition that payment in full, without retention or set off, is made within 30 days from the date of the invoice and Impact Marcom reserves the right to withdraw credit facilities forthwith if this Term is not observed.
4.02 Unless otherwise agreed, payment of all transactions made on the Impact Marcom e-commerce website will be by credit or debit card.
4.03 Credit or debit card payments are taken in good faith and are subject to a verification process. Fraudulent use of this facility will be immediately reported to the relevant authorities and will be taken to have broken all contract terms.
4.04 Deliveries to addresses other than the cardholder’s invoice address will be declined.
4.05 Where the Goods are delivered in more than one instalment, payment shall be due on each instalment separately, unless the Goods are ordered on the Impact Marcom ecommerce website where, unless otherwise agreed, payment will be in full at the time of order.
4.06 The Customer is not entitled to withhold payment of invoices or to make deductions from invoices on account of any claim against Impact Marcom whatsoever.
4.07 If payment is not made on the due date the Customer shall pay interest on the overdue amount at the rate of 2% per month accruing daily.
4.08 In all cases where accounts are overdue for payment Impact Marcom reserves the right to refuse to accept orders to withhold dispatches and to cancel all existing contracts without prejudice to any of its other rights contained in these Terms and to any existing claim.
4.01 Unless otherwise agreed in writing, any grant of credit facilities is made on the condition that payment in full, without retention or set off, is made within 30 days from the date of the invoice and Impact Marcom reserves the right to withdraw credit facilities forthwith if this Term is not observed.
4.02 Unless otherwise agreed, payment of all transactions made on the Impact Marcom e-commerce website will be by credit or debit card.
4.03 Credit or debit card payments are taken in good faith and are subject to a verification process. Fraudulent use of this facility will be immediately reported to the relevant authorities and will be taken to have broken all contract terms.
4.04 Deliveries to addresses other than the cardholder’s invoice address will be declined.
4.05 Where the Goods are delivered in more than one instalment, payment shall be due on each instalment separately, unless the Goods are ordered on the Impact Marcom ecommerce website where, unless otherwise agreed, payment will be in full at the time of order.
4.06 The Customer is not entitled to withhold payment of invoices or to make deductions from invoices on account of any claim against Impact Marcom whatsoever.
4.07 If payment is not made on the due date the Customer shall pay interest on the overdue amount at the rate of 2% per month accruing daily.
4.08 In all cases where accounts are overdue for payment Impact Marcom reserves the right to refuse to accept orders to withhold dispatches and to cancel all existing contracts without prejudice to any of its other rights contained in these Terms and to any existing claim.
5. DELIVERY
5.01 Any stated delivery date constitutes only a warranty by Impact Marcom to use reasonable endeavours to effect delivery by or about that date.
5.02 Impact Marcom shall not be liable for any expense loss or damage suffered as a result of any failure to deliver or delay in delivery due to any circumstances outside the reasonable control of Impact Marcom.
5.03 Where the Goods are delivered by instalments, each instalment is treated as a separate delivery.
5.04 Where the Goods are delivered by instalments and the Customer either fails to accept any delivery when due or defaults in making payment when due, Impact Marcom may cancel any outstanding deliveries and the Customer shall compensate Impact Marcom in full for any loss or expense arising from such cancellation.
5.05 Acceptance of the Goods by the Customer implies acceptance of these Terms.
5.01 Any stated delivery date constitutes only a warranty by Impact Marcom to use reasonable endeavours to effect delivery by or about that date.
5.02 Impact Marcom shall not be liable for any expense loss or damage suffered as a result of any failure to deliver or delay in delivery due to any circumstances outside the reasonable control of Impact Marcom.
5.03 Where the Goods are delivered by instalments, each instalment is treated as a separate delivery.
5.04 Where the Goods are delivered by instalments and the Customer either fails to accept any delivery when due or defaults in making payment when due, Impact Marcom may cancel any outstanding deliveries and the Customer shall compensate Impact Marcom in full for any loss or expense arising from such cancellation.
5.05 Acceptance of the Goods by the Customer implies acceptance of these Terms.
6. LOSS AND DAMAGE IN TRANSIT
6.01 The Customer shall examine the Goods immediately on their delivery and it is the responsibility of the Customer in all cases to establish any loss or damage.
6.02 Any claim that the Goods are damaged or are not in accordance with the order must be communicated in writing to Impact Marcom within three days of delivery and all communications must quote Impact Marcom’s despatch note number. The Goods and their packaging must be preserved by the Customer intact pending investigation by Impact Marcom.
6.03 Any claim for non-delivery must be in writing and received by Impact Marcom within seven days of the invoice date, or if the goods were ordered on the Impact Marcom e-commerce website then within fourteen days from the date payment was taken by credit or debit card and any claim must quote Impact Marcom’s reference number.
6.04 If the Customer fails to give notice or report in accordance with these Terms the Goods of the quality and quantity specified in the despatch note or invoice shall be deemed to have been delivered to the Customer and the Customer shall be bound to pay for the same.
6.01 The Customer shall examine the Goods immediately on their delivery and it is the responsibility of the Customer in all cases to establish any loss or damage.
6.02 Any claim that the Goods are damaged or are not in accordance with the order must be communicated in writing to Impact Marcom within three days of delivery and all communications must quote Impact Marcom’s despatch note number. The Goods and their packaging must be preserved by the Customer intact pending investigation by Impact Marcom.
6.03 Any claim for non-delivery must be in writing and received by Impact Marcom within seven days of the invoice date, or if the goods were ordered on the Impact Marcom e-commerce website then within fourteen days from the date payment was taken by credit or debit card and any claim must quote Impact Marcom’s reference number.
6.04 If the Customer fails to give notice or report in accordance with these Terms the Goods of the quality and quantity specified in the despatch note or invoice shall be deemed to have been delivered to the Customer and the Customer shall be bound to pay for the same.
7. RETURNED GOODS
7.01 Goods sold are not returnable unless such return is expressly authorised in writing by Impact Marcom and in the event of such consent being given Impact Marcom will apply a handling charge in respect of the Goods returned.
7.02 All returned Goods shall be delivered to Impact Marcom carriage paid and until receipt by Impact Marcom shall be at the Customer’s risk.
7.03 Any Goods returned in accordance with this Clause shall only be accepted in the same condition as originally despatched by the Company.
7.01 Goods sold are not returnable unless such return is expressly authorised in writing by Impact Marcom and in the event of such consent being given Impact Marcom will apply a handling charge in respect of the Goods returned.
7.02 All returned Goods shall be delivered to Impact Marcom carriage paid and until receipt by Impact Marcom shall be at the Customer’s risk.
7.03 Any Goods returned in accordance with this Clause shall only be accepted in the same condition as originally despatched by the Company.
8. RISK AND TITLE
8.01 Upon delivery to the Customer or any carrier or agent acting for it the Goods shall be at the Customer’s risk.
8.02 Notwithstanding such delivery the legal and equitable title to and in the Goods shall remain with Impact Marcom until Impact Marcom has received payment of the full purchase price plus VAT and any interest due and has received full payment for any other Goods, delivery or installation charges previously supplied by Impact Marcom.
8.03 The title shall remain with Impact Marcom notwithstanding that the Goods have become incorporated in or affixed to other Goods or products or have been finished electronically or otherwise.
8.04 Until such payment has been made the Customer shall hold the Goods in a fiduciary capacity for Impact Marcom separately from any other assets and clearly marked as Impact Marcom’s property and Impact Marcom shall be entitled to require the Customer to deliver the Goods or any of them to Impact Marcom on demand.
8.05 If the Customer fails to deliver the Goods on demand Impact Marcom shall be entitled to enter the Customer’s premises for the purpose of collecting and to collect the goods or any of them and shall have the right to dismantle any machinery product items or equipment into which the Goods or any of them have been incorporated and the Customer shall be responsible for all Impact Marcom’s costs and expenses in connection with so doing. The Customer will grant Impact Marcom an irrevocable license to enter such premises.
8.06 If The Customer shall make default in making payment for any Goods supplied by Impact Marcom or shall give notice to its creditors or any of them that The Customer has suspended or is about to suspend its business or payment of its accounts or if The Customer shall be unable to pay his debts or have no reasonable prospect of being able to pay his debts or being a Company shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if an order shall be made or an effective resolution passed for the winding-up of The Customer (other than for the purpose of and followed by a re-construction or amalgamation) or if an administrator receiver or manager or administrative receiver shall be appointed of the whole or any part of the undertaking or assets of The Customer then and in any such case Impact Marcom shall have the right without prejudice to any other right or remedy available to enter The Customer’s premises and repossess the goods or any of them and shall have the right to dismantle any machinery product item or equipment into which the Goods or any of them have been incorporated and The Customer shall be responsible for all Impact Marcom’s costs and expenses in connection with so doing. The Customer will grant Impact Marcom an irrevocable license to enter such premises.
8.07 The Customer may sell the Goods by way of bona fide sale in the ordinary course of business but may not otherwise deal with, sell, part with possession or change the character of convert or otherwise dispose of or handle any of the Goods until title has passed to the Customer. Where any of the Goods are sold to a third party before title to them has passed to the Customer the sale will constitute a sale by the Customer of Impact Marcom’s property and accordingly the Customer will hold the proceeds of that sale on trust for Impact Marcom.
8.01 Upon delivery to the Customer or any carrier or agent acting for it the Goods shall be at the Customer’s risk.
8.02 Notwithstanding such delivery the legal and equitable title to and in the Goods shall remain with Impact Marcom until Impact Marcom has received payment of the full purchase price plus VAT and any interest due and has received full payment for any other Goods, delivery or installation charges previously supplied by Impact Marcom.
8.03 The title shall remain with Impact Marcom notwithstanding that the Goods have become incorporated in or affixed to other Goods or products or have been finished electronically or otherwise.
8.04 Until such payment has been made the Customer shall hold the Goods in a fiduciary capacity for Impact Marcom separately from any other assets and clearly marked as Impact Marcom’s property and Impact Marcom shall be entitled to require the Customer to deliver the Goods or any of them to Impact Marcom on demand.
8.05 If the Customer fails to deliver the Goods on demand Impact Marcom shall be entitled to enter the Customer’s premises for the purpose of collecting and to collect the goods or any of them and shall have the right to dismantle any machinery product items or equipment into which the Goods or any of them have been incorporated and the Customer shall be responsible for all Impact Marcom’s costs and expenses in connection with so doing. The Customer will grant Impact Marcom an irrevocable license to enter such premises.
8.06 If The Customer shall make default in making payment for any Goods supplied by Impact Marcom or shall give notice to its creditors or any of them that The Customer has suspended or is about to suspend its business or payment of its accounts or if The Customer shall be unable to pay his debts or have no reasonable prospect of being able to pay his debts or being a Company shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if an order shall be made or an effective resolution passed for the winding-up of The Customer (other than for the purpose of and followed by a re-construction or amalgamation) or if an administrator receiver or manager or administrative receiver shall be appointed of the whole or any part of the undertaking or assets of The Customer then and in any such case Impact Marcom shall have the right without prejudice to any other right or remedy available to enter The Customer’s premises and repossess the goods or any of them and shall have the right to dismantle any machinery product item or equipment into which the Goods or any of them have been incorporated and The Customer shall be responsible for all Impact Marcom’s costs and expenses in connection with so doing. The Customer will grant Impact Marcom an irrevocable license to enter such premises.
8.07 The Customer may sell the Goods by way of bona fide sale in the ordinary course of business but may not otherwise deal with, sell, part with possession or change the character of convert or otherwise dispose of or handle any of the Goods until title has passed to the Customer. Where any of the Goods are sold to a third party before title to them has passed to the Customer the sale will constitute a sale by the Customer of Impact Marcom’s property and accordingly the Customer will hold the proceeds of that sale on trust for Impact Marcom.
9. INTELLECTUAL PROPERTY
9.01 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by Impact Marcom (including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify Impact Marcom in respects of any costs, charges or expenses incurred by Impact Marcom as the result of any breach by the Customer of such terms and conditions.
9.02 No title or ownership of software products or any third party software licensed to the Customer under this contract is transferred to the Customer under any circumstances.
9.01 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by Impact Marcom (including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify Impact Marcom in respects of any costs, charges or expenses incurred by Impact Marcom as the result of any breach by the Customer of such terms and conditions.
9.02 No title or ownership of software products or any third party software licensed to the Customer under this contract is transferred to the Customer under any circumstances.
10. GUARANTEE
10.01 Where the Goods are covered by a guarantee the terms of such guarantee shall be deemed to be part of these Terms. Copies of such guarantees are available at the Customer’s request.
10.02 Where the Customer is a dealer buying the Goods for re-sale such guarantee shall be brought to the attention of the Customer’s customer but the Customer shall not otherwise make any representation or give any warranties on behalf of Impact Marcom.
10.01 Where the Goods are covered by a guarantee the terms of such guarantee shall be deemed to be part of these Terms. Copies of such guarantees are available at the Customer’s request.
10.02 Where the Customer is a dealer buying the Goods for re-sale such guarantee shall be brought to the attention of the Customer’s customer but the Customer shall not otherwise make any representation or give any warranties on behalf of Impact Marcom.
11. RELATIONSHIP OF THE PARTIES
11.01 Both Impact Marcom and the Customer are independent contractors and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. Impact Marcom shall not be responsible to third parties for any claim arising out of the activities of the Customer and the Customer shall indemnify Impact Marcom against any such claim.
11.02 No contract will create any right enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person or company not identified as Impact Marcom or the Customer.
11.01 Both Impact Marcom and the Customer are independent contractors and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. Impact Marcom shall not be responsible to third parties for any claim arising out of the activities of the Customer and the Customer shall indemnify Impact Marcom against any such claim.
11.02 No contract will create any right enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person or company not identified as Impact Marcom or the Customer.
12. LIABILITY
12.01 Impact Marcom shall be liable for loss, injury and damage which directly arises from and to the extent that it is caused:
(a by any defects in or malfunctioning of the Goods and (b) by Impact Marcom’s negligence but otherwise Impact Marcom shall not be liable for any costs, claims, loss, damage or injury of whatsoever nature and howsoever caused
12.02 Without prejudice to Clause 11.01 Impact Marcom shall not in any event be liable for consequential or indirect loss or damage howsoever arising.
12.03 The Customer shall fully indemnify Impact Marcom against all claims and demands made upon Impact Marcom by reason of any such loss, injury or damage for which Impact Marcom is not liable hereunder.
12.04 Photographic video and other similar materials are accepted only on the basis that their value is the retail cost of the material. Any responsibility of Impact Marcom from whatever cause arising is limited to the replacement of the material and Impact Marcom shall not be liable for any consequential or subsequential loss that may be incurred.
12.05 The Customer shall indemnify and defend Impact Marcom and its employees in respect of any claims by third parties, which arise from any company or non performance pursuant to the instructions of the Customer or its authorised representative.
12.06 Where the website for Impact Marcom is concerned, links to other websites will not be for the content or operation of websites which are not under its control.
12.01 Impact Marcom shall be liable for loss, injury and damage which directly arises from and to the extent that it is caused:
(a by any defects in or malfunctioning of the Goods and (b) by Impact Marcom’s negligence but otherwise Impact Marcom shall not be liable for any costs, claims, loss, damage or injury of whatsoever nature and howsoever caused
12.02 Without prejudice to Clause 11.01 Impact Marcom shall not in any event be liable for consequential or indirect loss or damage howsoever arising.
12.03 The Customer shall fully indemnify Impact Marcom against all claims and demands made upon Impact Marcom by reason of any such loss, injury or damage for which Impact Marcom is not liable hereunder.
12.04 Photographic video and other similar materials are accepted only on the basis that their value is the retail cost of the material. Any responsibility of Impact Marcom from whatever cause arising is limited to the replacement of the material and Impact Marcom shall not be liable for any consequential or subsequential loss that may be incurred.
12.05 The Customer shall indemnify and defend Impact Marcom and its employees in respect of any claims by third parties, which arise from any company or non performance pursuant to the instructions of the Customer or its authorised representative.
12.06 Where the website for Impact Marcom is concerned, links to other websites will not be for the content or operation of websites which are not under its control.
13. COSTS
13.01 The Customer shall repay to Impact Marcom forthwith on demand all expenses, costs or charges incurred as a result of or in any way connected with any breach of this Agreement by the Customer.
13.01 The Customer shall repay to Impact Marcom forthwith on demand all expenses, costs or charges incurred as a result of or in any way connected with any breach of this Agreement by the Customer.
14. CONFIDENTIALITY
14.01 The communication of any Impact Marcom login credentials on the website to third parties is prohibited and will result in immediate withdrawal of the use of Impact Marcom’s online facilities and the possible instigation of legal proceedings.
14.01 The communication of any Impact Marcom login credentials on the website to third parties is prohibited and will result in immediate withdrawal of the use of Impact Marcom’s online facilities and the possible instigation of legal proceedings.
15. FORCE MAJEURE
15.01 Impact Marcom shall not be liable to The Customer for any delay or failure to perform its obligations hereunder where such delay or failure is a result of force majeure, including any act of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.
15.01 Impact Marcom shall not be liable to The Customer for any delay or failure to perform its obligations hereunder where such delay or failure is a result of force majeure, including any act of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.
