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Terms of Purchase

Amtec Computer Corporation Limited

1          Order


1.1        All orders that we place with you will be on these terms (or any that we may issue to replace them).  By supplying goods to us, you are expressly waiving any printed terms you may have that are inconsistent with our terms.


1.2       Our purchase order is an offer to purchase goods on these terms.  You may accept this offer in writing but if you fulfil the order this will be treated as acceptance.


1.3        If you send us an acknowledgement of order form we may treat this as an acceptance of our offer.  By accepting our offer you waive any terms which may be printed on your acknowledgement of order form.


2           Price


2.1        When placing an order we may rely on any price specified in your current price lists, brochures or quotations.


2.2       The price of the goods will be that used in our order or, if no price is specified, the lowest price for the goods ordered printed in your price lists, brochures or quotations which are current at the time of the order.


2.3        The price excludes VAT but includes all other charges.


2.4       The price includes the cost of delivery (which shall be set out in our purchase order), insurance and any packaging supplied with the

            goods.  We will not be liable for any additional costs incurred for example (without limitation) as a result of shipping on a different tariff

            to that stated on our purchase order.


2.5        You may not alter the contract price without our written agreement.


3           Delivery


3.1         The goods are to be delivered at your expense to:


3.1.1            the place specified on our order; or (if there is none)


3.1.2            any other place we direct; or (if none)


3.1.3            our business premises.


3.2         The date for delivery will be the date stated on our order. If no date is stated, delivery must be within 14 days of the date of our order.



3.3         We will only accept delivery during normal business hours (unless otherwise agreed).


3.4         Time for delivery is of the essence and we may cancel an order without penalty if delivery is not made when due.  If we choose not to cancel, and goods are delivered 5 working days or more after the due delivery date, we may deduct 1% of the purchase price for each three working days (or part days) late (starting on the due delivery date), without prejudice to other remedies available to us.


3.5          Each delivery must be accompanied by a delivery note which includes:


3.5.1            our order number and date;


3.5.2            the number of packages and their contents; and


3.5.3            where the delivery does not fully meet our order, the number and nature of goods still to be delivered.


3.6          If we agree to accept delivery of goods in installments our order will still be treated as a whole contract.  However, failure to deliver any installment will be a breach of the whole contract (clause 3.7 will apply).


3.7          If the goods are not delivered when due we may do any one or more of the following:


3.7.1            cancel the order or any part of the order;


3.7.2            refuse any future deliveries from you;


3.7.3            recover the reasonable costs of acquiring the goods from another supplier; or


3.7.4            claim any other expenses or losses caused by your failure to deliver (including economic loss).


Despite doing any of these things we may still take proceedings to enforce any other legal rights we may have.


3.8          If you deliver more goods than we ordered we will not be obliged to pay for the excess. 


3.9          If we agree to return goods delivered in error you must collect them from the delivery place at your expense.  If we have to store the goods for more than five days we may charge you for storage.  Such goods will be held at your risk.


3.10        You are responsible for unloading the goods and stacking them as we direct.


3.11        If you require us to return any packaging material, you must give details on your delivery note. We will return packaging at your

               expense and risk.


4             Property and Risk


4.1           Property in the goods will pass in accordance with section 18 of the Sale of Goods Act 1979.


4.2           Risk in the goods will pass when delivery (including unloading and stacking) is completed.  If the goods are delivered in installments,

                risk and property in each installment will pass on completion of that delivery.


5             Payment


5.1           You must issue your invoice when the goods have been delivered.  We will not accept invoices with delivery.


5.2           We will pay your invoice within 30 days of the end of the calendar month of receipt of your invoice.  Time for payment is not of the



5.3           If time for payment of your invoice should become of the essence and we do not pay by the due date, we will pay you interest on the

               overdue sum at the rate of 1% over the Bank of England base rate (the effect of the Late Payment of Commercial Debts Act is



5.4           The method of payment will be at our discretion.


5.5           When making any payment to you we may set off any sums which you (or any of your group companies) owe us (or any of our group

                companies). If we do this we may also rely on any other right or remedies we have.


6             Warranties


6.1           You warrant that the goods (including their packaging):


  6.1.1           are of good quality and workmanship and the overall cosmetic condition of refurbished equipment is excellent;


  6.1.2           are free from defects in design, material or workmanship;


  6.1.3           are suitable for any purpose for which you know we intend to use the goods (including sale to third parties within  the      EEA) and any purpose specified on our order (and in particular, without limitation, includes all necessary cables and connectors to ensure a fully working and complete system is delivered);


 6.1.4            comply fully with the description and other specifications on our order form;


 6.1.5            comply with the description and specifications in your brochures or price lists;


 6.1.6           are of original manufacture and do not infringe any rights of a third party (including, but not limited to, copyright, trade mark rights, patent rights and design rights);


6.1.7            (if used for a purpose under clause 6.1.3) will not result in the infringement of any rights of a third party;


6.1.8            comply with all warranties implied by statute; and


6.1.9            meet in full all legal requirements for goods of their description.


The above warranties, and any others with the benefit of which the goods are sold, will be given for no less than 30 days from delivery.


6.2          You warrant that:


6.2.1            Where goods are supplied by you under a trade mark (whether registered or unregistered), you have the trade mark proprietor's permission to supply the goods for use within the EEA under the relevant trade mark;


6.2.2            The supply of goods by you will not breach the terms of any contract you may have with any third party.


6.3          We may inspect and test the goods before delivery.


6.4          If we tell you within five days of any inspection or test that the goods do not conform to the standards in clause 6.1 you must

              take steps to make sure that any shortcoming is remedied before delivery.  In this case delivery may be delayed by seven days.

              Time for delivery will still be of the essence.


6.5          If you deliver goods which breach clause 6.1 or 6.2 we may:


6.5.1            reject the goods and receive an immediate full refund of the contract price; or


6.5.2            require you to repair or replace the goods within seven days; or


6.5.3            require you to refund the price of those goods, or a proportion of the price (we may also do this if you have failed to

                   comply with clause 6.4.2).


In addition we may rely on any other right or remedy we have.  We may do any of these things even if we have accepted the goods.


6.6         You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations or warranties under these terms.


7            Waiver and variations


7.1          Any waiver or variation of these terms is binding only in honour unless:


7.1.1            made (or recorded) in writing;


7.1.2            signed on behalf of each party; and


7.1.3            expressly stating an intention to vary these terms.


8             Cancellation


8.1           We may cancel the order at any time by giving you written notice.  When you receive such notice you must stop work on the




8.2            We will pay you a reasonable rate for the cost of your work which you have completed or to which you are committed.


8.3            Payment under clause 8.2 will not include compensation for your loss of expected profit or consequential loss.


8.4            We may cancel the order at any time, without liability, if:


   8.4.1            you do not deliver when due;


   8.4.2            you become insolvent; or


   8.4.3            you fail to honour your obligations under these terms.


9               Force majeure


9.1             We may, without liability cancel or suspend any of our obligations to you or put back any date set for delivery if we are unable to

                  perform our obligations to you (or able to perform them only at unreasonable cost or delay) due to circumstances beyond our



9.2             Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial

                 disputes and difficulty in obtaining supplies.


10             General


10.1           English law is applicable to any contract made under these terms.  The English and Welsh courts have non-exclusive jurisdiction.


10.2           If you are more than one person, each of you has joint and several obligations under these terms.


10.3           You may not assign any of your rights or obligations under this contract to any other person.


10.4           If any of these terms are unenforceable as drafted:


   10.4.1            it will not affect the enforceability of any other of these terms; and


   10.4.2            if it would be enforceable if amended, it will be treated as so amended.


10.5           We may treat you as insolvent if:


   10.5.1            you are unable to pay your debts as they fall due; or


   10.5.2           you (or any item of your property) become the subject of:


                          a     any formal insolvency procedure (examples of which include receivership, liquidation, administration,

                                 voluntary arrangements (including a moratorium) or bankruptcy);

                          b     any application or proposal for any formal insolvency procedure; or

                          c     any application, procedure or proposal overseas with similar effect or purpose.


10.6            Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class

                   post or by fax) the other’s registered office or principal place of business.  All such notices must be signed.


10.7            No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not

                  identified as the buyer or seller.


January 2012


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