Terms & conditions

1. Definitions

“Buyer” shall mean the person (s) or corporate body placing an order with Brookcourt Solutions under these conditions of sale.“Brookcourt Solutions” shall mean Brookcourt Solutions Limited of Kingsgate, 62 high Street, Redhill, RH1 1SH and / or its subsidiaries.“Goods” shall mean items and services to be provided to the Buyer by Brookcourt Solutions under these conditions of sale.

2. Application

(a)Brookcourt Solutions makes contracts for the supply of goods, including, for the avoidance of doubt, software and/or services subject only to these terms and conditions, and/or any special terms and conditions notified by Brookcourt Solutions. The Buyer accepts that these terms and conditions shall prevail between Buyer and Brookcourt Solutions to the exclusion of all other terms, whether express or implied. In the event of any conflict between any Brookcourt Solutions special terms and conditions and these terms and conditions, the Brookcourt Solutions special terms and conditions shall prevail. No variation of these terms and conditions shall be valid unless agreed in writing by a duly authorised representative or Brookcourt Solutions.(b)Where Brookcourt Solutions acts as agent only in procuring a contract for Services, such as third party maintenance, or internet services, the terms and conditions governing such contract shall be those of the third party provider, copies of which are available from Brookcourt Solutions on request.

3. Acceptance of Orders

(a)All quotations are made and all orders are accepted only upon and subject to these Conditions of Sale. No order is binding until accepted by Brookcourt Solutions. No variation of these Conditions may be made unless made in writing by an authorised representative of Brookcourt Solutions.(b)Charges will be invoiced according to the quoted terms set down by Brookcourt Solutions, and accepted by the Buyers’ reciprocal purchase order and instructions to proceed.

4. Prices

(a)All prices quoted are valid for the period specified in the quotation and are exclusive of VAT and all other applicable taxes, duties and delivery charges.(b)For services work undertaken by Brookcourt Solutions, the following terms apply:

1. All services work undertaken by Brookcourt Solutions for or on behalf of the Buyer will be charged at current rates. Unless stated otherwise (by prior written agreement between Brookcourt Solutions and the Buyer), all rates exclude travelling time and expenses.
2. Unless by prior written agreement between Brookcourt Solutions and the Buyer, a day consists of 7.5 normal working hours plus 1 hour for lunch. All hours worked over and above this, or outside normal daytime working hours will be charged at the standard overtime rate for the relevant price stratum.
3. The first two hours travelling time for each working day are free.
4. Brookcourt Solutions reserves the right by giving notice to the Buyer at any time before delivery to increase the price of services to reflect any increase in the cost to Brookcourt Solutions which is due to any factor beyond the control of Brookcourt Solutions.

5. Delivery

(a)All delivery dates quoted are estimated and are not guaranteed. Whilst every endeavour is made to comply with delivery dates Brookcourt Solutions shall have no liability whatsoever for any delay in despatch or delivery.(b)Where the delivery of Goods and/or the supply of Services require Brookcourt Solutions to be on site at Buyer’s premises, the Buyer will provide to Brookcourt Solutions access to all information and facilities reasonably required by Brookcourt Solutions for the delivery of such Goods or the performance of such Services, and Buyer shall provide safe working conditions for Brookcourt Solutions.

6. Damage or Loss in Transit

The risk in the goods shall pass to the buyer on delivery to the address specified by the Buyer. In the event of the goods being damaged or incomplete the buyer shall immediately notify Brookcourt Solutions. The Buyer shall also immediately notify Brookcourt Solutions if the goods are not received by the Buyer within 7 working days of the invoice date.

7. Payment

Payment is due within 30 days from the date of invoice provided that the Buyer maintains satisfactory credit rating. In the absence of a satisfactory credit rating payment is due before delivery. The Buyer agrees to pay interest on late payments at the rate of 2% per annum above the base rate for the time being of Lloyds Bank PLC.

8. Package, Postage or Carriage

Charges for packing and postage or carriage will be made on each delivery requested by the buyer.

9. Title

(a)The goods shall remain the sole and absolute property of Brookcourt Solutions until such time as the Buyer shall have paid to Brookcourt Solutions the agreed price together with the full price of any other goods subject to any other contract with Brookcourt Solutions.(b)Until such payment the Buyer shall be in possession of the goods solely as bailee for Brookcourt Solutions in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of Brookcourt Solutions.(c)Brookcourt Solutions reserves the immediate right of repossession of any Goods to which it has obtained title as aforesaid which right shall become exercisable if the Buyer shall exceed its credit limit without Brookcourt Solutions prior written authority or become unable to pay its debts as they fall due and for this purpose the Buyer hereby grants an irrevocable right and license to Brookcourt Solutions, its servants and agents to enter upon its premises with or without vehicles during normal business hours. Thereafter Brookcourt Solutions reserves the right to re-distribute the said Goods. The rights conferred on Brookcourt Solutions by this sub-paragraph shall be without prejudice to any accrued rights of Brookcourt Solutions under these Conditions or otherwise.

10. Rental of Goods

Where Brookcourt Solutions agrees to supply Goods to Buyer on a rental basis, Buyer agrees to keep such goods insured to their full value by a reputable insurer; to permit the use of such goods only in accordance with the manufacturer’s instructions by properly trained personnel; to keep such Goods on the premises of Buyer notified to Brookcourt Solutions as the delivery address and not to move such Goods from such address without Brookcourt Solutions’ prior written consent; to return such Goods to Brookcourt Solutions at the end of the agreed rental period at Buyer’s expense, in good condition and with all original packaging, cables and documentation intact.

11. Software Licences and Maintenance

(a)The Buyer acknowledges that any software supplied is supplied subject to the terms and conditions of the software manufacturer’s License and the Buyer agrees to comply with those terms and conditions.(b)The Buyer acknowledges that the support for any Software supplied, apart from warranty considerations, shall be limited to that defined in a separate support agreement. In the absence of a support agreement there shall be no obligation to supply support and that any support supplied shall be at the discretion and by the goodwill of Brookcourt Solutions and/or the software manufacturer.

12. Confidential Information

All information relating to business, products and services, including oral information; written information, and information recorded in any other media (‘Information’) which is disclosed by Brookcourt Solutions and Buyer to each other shall be treated as confidential for a period of five years following the date of disclosure, save where the information:

1. now or later comes into the public domain other than by breach of this clause 11;
2. is in the possession of the recipient with full right to disclose prior to receiving it from the other party;
3. is independently received by the recipient from a third party with full right to disclose;
4. is trivial or obvious.

13. Copyrights

1. Any material written, created, designed, discovered, or drafted by any of Brookcourt Solutions’ employees shall be considered a work of hire and the property of Brookcourt Solutions. Brookcourt Solutions is the owner of all right, title and interest in and to each of the Copyrights, free and clear of all lines and other adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are valid and enforceable.

14. Warranty

(a)Brookcourt Solutions warrants that it has good title to or licence to supply the Goods to the Buyer.(b)Subject to the following limitations, should the Goods prove defective in materials or workmanship under normal operational service new goods will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the goods, and second-hand goods, if proven defective within 30 days of delivery, will be repaired or replaced or the purchase price refunded at Brookcourt Solutions’ option.PROVIDED THAT any warranty shall not apply if:

1. the condition of the Goods is as a result of improper use or the operation of the Goods outside the specified environmental conditions;
2. the condition of the Goods is the result of any incident after the delivery including but not limited to fire, flood and any attempt of the Buyer or a third party to repair the Goods.
3. the condition of the Goods is as a result of modifications made by any party other than Brookcourt Solutions or its authorised agent.

(c) Buyer acknowledges that it is the responsibility of Buyer to ensure that the Goods meet Buyer’s requirements.(d) No Goods may be returned without Brookcourt Solutions’ written consent.(e) Brookcourt Solutions shall not be liable in respect of any variation in the manufacturer(s) specification for the Goods.(f) Brookcourt Solutions makes no warranty or representation that any Goods supplied by it are or will be Year 2000 compliant and any terms and conditions which may be implied by common law, statute or otherwise to the contrary are hereby excluded to the fullest extent permitted by law. Brookcourt Solutions shall have no liability whether in contract, tort (including negligence) or otherwise to its Customer(s) for any loss, damage, costs, claims or liabilities whatsoever incurred or suffered by any Customer which relate to or are attributable either directly or indirectly to any Goods not being Year 2000 compliant. For this purpose goods are not compliant if either their performance or their functionality is adversely affected by the advent of the year 2000.(g) Except for the express warranties stated above Brookcourt Solutions disclaims all other warranties whether expressed or implied.

15. Limitation of Liability

(a) Save in the event of physical injury or death caused by the negligence of Brookcourt Solutions or it’s employees or agents, Brookcourt Solutions liability to the buyer in respect of direct damage to property caused solely by defects in any of the goods or caused solely by the negligence of Brookcourt Solutions employees (or their agent or sub-contractor) acting within the course of their employment and the scope of their employment and the scope of their authority shall be limited to £500,000 for any one event or series of connected events.(b) Except as stated in clause 11 (a) and where provided for elsewhere in these Conditions, Brookcourt Solutions disclaims all liability and shall in no event be liable for any indirect or consequential loss or damage, including, without limitation loss of profits, loss of data, loss of anticipated earnings and loss of contracts, however caused.(c) The Buyer warrants that any design material, instructions, technical and non-technical information furnished or given by him are not libellous or such will cause Brookcourt Solutions to infringe any copyright, registered designs, or any intellectual property rights or any legislation for the time being in force in the United Kingdom in the performance of the contract.

16. Effect of Termination

(a)On termination of any contract between Brookcourt Solutions and Buyer, each party shall promptly return to the other any materials or equipment belonging to the other which was delivered under, or in connection with the contract which has been terminated.(b)Any termination of any contract between Brookcourt Solutions and Buyer shall not affect any accrued rights and liabilities of either party.

17. Non-solicitation

During, and for a period of twelve (12) months after termination of any contract between the parties, neither party shall seek to entice away from the other’s employment any employee involved in the performance of that contract. Buyer and Brookcourt Solutions agree that in the event of break of this provision, the measure of damages shall be fifty per cent (50%) of the starting salary of the employee in his or her new employment.

18. Export

Neither Brookcourt Solutions nor the Buyer shall be under any liability for any failure to perform any or all of their obligations under these conditions if such failure shall be due to any circumstances beyond the reasonable control of the parties including (without limitations) acts of God, fire, flood, strike, labour disputes, civil commercial sabotage, statute order, any regulation of any government public or local authority or any failure by a manufacturer to meet its delivery estimates.

19. Force Majeure

Neither Brookcourt Solutions nor the Buyer shall be under any liability for any failure to perform any or all of their obligations under these conditions if such failure shall be due to any circumstances beyond the reasonable control of the parties including (without limitations) acts of God, fire, flood, strike, labour disputes, civil commercial sabotage, statute order, any regulation of any government public or local authority or any failure by a manufacturer to meet its delivery estimates.

20. Waiver

The failure by Brookcourt Solutions or the Buyer to enforce at any time any one or more of these Conditions of Sale shall not be a waiver of these Conditions or of the right at any time subsequently to enforce these Conditions of Sale.

21. Law