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1.    Validity and acceptance of these terms and conditions

1.1.    Sytronix Limited, is a private limited company incorporated and registered in England and Wales with company registration number 13650116 whose registered office is at Chorley Business & Technology Centre East Terrace, Euxton Lane, Euxton, Chorley, PR7 6TE (“Sytronix”).

1.2.    These terms and conditions (the “Terms and Conditions”), together with your Order (as defined below) constitute a binding agreement (“the Agreement”) between Sytronix and you or the legal entity that you represent (“the Customer”) for the provision of the Goods and / or the Services (both as defined below).

1.3.    Customers should note from the outset that:

1.3.1.    due to the current economic and market conditions the price, availability, specification, lead times and description of the Goods can change within a short space of time (even after an Order has been accepted by Sytronix). The Customer acknowledges and accepts that (i) any quotations provided to Customers by Sytronix are provided on this basis and (ii) any Orders accepted by Sytronix are accepted on this basis. Sytronix accepts no liability in the event that the Goods (or any components of those Goods) are temporarily unavailable, out of stock or only available at a different price to that quoted or set out in an Order;

1.3.2.    prices given by Sytronix or agreed between the parties for any Goods do not include any fees for delivery, installation or service contracts relating to those Goods. Where required, these will need to be agreed separately between the Customer and Sytronix;

1.3.3.    Sytronix recommends that the Customer maintains adequate insurance at all times in respect of the Goods.

2.    Definitions and interpretation
The following definitions and rules of interpretation apply in these Terms and Conditions.

2.1.    Definitions:

“Applicable Laws”: all applicable laws, statutes, regulations and codes from time to time in force.

“Business Day”: a day, other than a Saturday, Sunday or public holiday in England.

“Business Hours”: the period from 9.00 am to 5.00 pm on any Business Day.

“Charges”: the charges payable by the Customer for the supply of the Services.

“Commencement Date”: the date specified in the Document or otherwise agreed between the parties in writing as the date on which Sytronix will commence supply of the Services.

“Documentation”: the operating manuals, technical specifications and any other materials relating to the Goods or Services that are made available to the Customer by Sytronix and as may be updated from time to time. 

“Goods”: computer hardware and equipment sold by Sytronix.

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order”: means the Customer’s request to purchase Goods and / or Services from Sytronix, by reference to a quotation issued by Sytronix or in any other form which is acceptable to Sytronix.

“Services”: professional, consulting, servicing and any related services to be provided by Sytronix to the Customer under the terms of this Agreement and in accordance with relevant Orders.

“VAT”: value added tax chargeable in the UK.

2.2.    Clause headings shall not affect the interpretation of the Agreement.

2.3.    Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2.4.    A reference to a statute or statutory provision is a reference to it as replaced, extended or re-enacted from time to time and includes primary and delegated legislation and any provision of EU law having direct effect or direct applicability in the UK.

2.5.    References to clauses are to the clauses of the Agreement. 

2.6.    Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

2.7.    A reference to writing or written excludes fax but includes email.

3.    Responsibilities of Sytronix

3.1.    During the term of this Agreement, the Customer shall purchase and Sytronix shall supply the Goods and provide the Services subject to the terms of this Agreement.

3.2.    Each Order shall be deemed to be a separate offer by the Customer to purchase Goods and Services on the terms of this Agreement, which Sytronix shall be free to accept or decline at its absolute discretion.

3.3.    The Customer has specified its requirements in respect of the Goods to Sytronix in the relevant Order(s). No Order submitted by the Customer shall be deemed to be accepted by Sytronix unless and until acknowledged and accepted in writing by the authorised representative of Sytronix.

3.4.    In particular, but without limiting the generality of Clauses 3.1 and 3.2, subject to payment by the Customer of the relevant fees, Sytronix will, upon its receipt, acknowledgement and acceptance of any Order from time to time:

3.4.1.    sell the Goods to the Customer as specified in the Order, provided that none of the circumstances outlined at Clause 1.3.1 occurs. Where such circumstances do occur, Sytronix will use reasonable endeavours to mitigate the problems and to propose an alternative solution for the Customer, which could involve alternative components for the Goods, changes to the specification or description of the Goods, a change in the price for the Goods and/or a change in the lead time for provision of the Goods to the Customer. In those circumstances, the Customer shall be entitled to (i) accept the alternative solution proposed by Sytronix or (ii) cancel their Order and obtain a refund of any sums paid;

3.4.2.    deliver the Goods to the location requested by the Customer (unless the Custo mer has agreed with Sytronix to collect the Goods directly from Sytronix);

3.4.3.    where applicable, install the Goods for the Customer;

3.4.4.    supply the relevant Documentation to the Customer;

3.5.    Sytronix shall use its reasonable endeavours to supply the Goods and provide the Services with: 

3.5.1.    reasonable skill and care;

3.5.2.    using appropriately qualified and experienced personnel; and

3.5.3.    in compliance with Applicable Laws. 

3.6.    The Goods supplied to the Customer by Sytronix under this Agreement shall:

3.6.1.    conform to any specification or description for those Goods provided to the Customer in writing by Sytronix, whether in the relevant Order(s) or otherwise;

3.6.2.    be free from defects in design, material and workmanship and, unless otherwise specified in the Order, shall remain so for 12 months after delivery (in respect of new Goods) or 3 months after delivery (in respect of used or refurbished Goods); and 

3.6.3.    comply with all applicable statutory and regulatory requirements.

4.    Customer responsibilities

4.1.    The Customer shall provide Sytronix in a timely manner with such information and materials as Sytronix may reasonably require in order to supply the Goods and provide the Services, and shall ensure that such information is accurate and complete.

4.2.    The Customer will at agreed times provide Sytronix, its employees, agents, consultants and sub-contractors with such access to and use of the Customer’s premises, personnel, equipment, systems and data as may reasonably be required by Sytronix to supply the Goods and provide the Services.

4.3.    The Customer will co-operate with Sytronix in all matters relating to the supply of the Goods and provision of the Services to the Customer under this Agreement.

4.4.    The Customer shall comply promptly with all reasonable instructions given by Sytronix.

4.5.    The Customer shall be responsible for: 

4.5.1.    ensuring that the Goods ordered by the customer meet the Customer’s needs and requirements;

4.5.2.    ensuring that its equipment is properly installed and is sufficient and suitable for its purpose and that any adjustments which may be required are carried out expeditiously;

4.5.3.    connecting and integrating any Customer equipment to the Goods, with the co-operation of Sytronix where agreed by the parties;

4.5.4.    ensuring that it has provided to Sytronix all information, specifications, requirements and instructions to enable Sytronix to comply with the Order and supply the Goods and / or provide the Services in accordance with this Agreement.

4.6.    The Customer must operate the Goods at all times in accordance with the instructions provided to it by Sytronix (including in the Documentation provided to the Customer). This includes, without limitation, the Customer:

4.6.1.    ensuring that the premises at which the Goods are to be operated conform at all times to the environmental conditions specified by Sytronix;

4.6.2.    ensuring that there is a stable power supply to the Goods;

4.6.3.    ensuring that the Customer operates and maintains an adequate back up system for its data and electronic information;

4.6.4.    not changing, altering or tampering with the operating system, the BIOS settings or the hardware or software configuration of the Goods.

5.    Fees and payment

5.1.    In consideration of the supply of the Goods and the provision of the Services by Sytronix, the Customer shall pay to Sytronix the agreed fees for such Goods and Services. The amounts, method and timing of payment shall be as set out in the relevant Order(s). 

5.2.    Unless otherwise agreed in writing by Sytronix, all fees due under this Agreement shall be paid by the Customer by any due date specified in each invoice properly due, issued and submitted by Sytronix or otherwise within 30 days of the date of receipt of or such invoice.

5.3.    All invoices shall be issued and paid in pounds sterling.

5.4.    All sums payable under the Agreement are exclusive of VAT and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.

5.5.    If the Customer fails to pay any undisputed sum which is due to Sytronix under the Agreement by the due date then, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, or at 4% a year for any period when that base rate is below 0%.

6.    Passing of title, risk and acceptance

6.1.    The parties acknowledge and agree that risk in the Goods will pass to the Customer:

6.1.1.    at the time of delivery of the Goods to the Customer’s premises (where delivery is undertaken by Sytronix); or

6.1.2.    otherwise when the Customer collects the Goods from Sytronix.

6.2.    Title to each of the Goods purchased by the Customer from Sytronix will pass to the Customer on payment in full by the Customer of the fees attributable to such Goods (as set out in the Order).

6.3.    Subject to Clause 10.4, if the Customer does not reject the Goods (for valid reasons), within 3 days of delivery or collection of those Goods, the Customer shall be deemed to have accepted those Goods. Following the Customer’s acceptance of the Goods, the Customer shall not be entitled to reject Goods which have been supplied in accordance with the Agreement.

7.    Software

7.1.    Sytronix has no liability or responsibility for any third party software which is included as part of the Goods purchased by the Customer. Such liability and responsibility (including in respect of software or technical support) remains with the software developer.

7.2.    It is the Customer’s responsibility to ensure that it registers any software and pays any applicable licence fees relating to such software which is required for the operation of the Goods. 

8.    Installation of the Goods by Sytronix

8.1.    Where the parties agree that Sytronix will install the Goods at the premises specified by the Customer, following installation, Sytronix will:

8.1.1.    submit those Goods to the agreed or standard tests to ensure that the Goods are in working order; and

8.1.2.    supply to the Customer copies of the results of such installation tests.

9.    Acknowledgements

9.1.    The parties acknowledge and agree that:

9.1.1.    Sytronix will use its reasonable endeavours to comply with any agreed timetable but all times, periods or dates will be treated as target dates only and time will not be of the essence;

9.1.2.    Any specified times, periods or dates shall be extended by a reasonable period if any delay or stoppage is caused by any act or omission of the Customer or by any matter beyond the reasonable control of Sytronix.

10.    Warranties and defects

10.1.    Sytronix warrants and undertakes that, where Sytronix has agreed to install the Goods, such installation will be free from defects in workmanship.

10.2.    Sytronix further warrants that the Documentation will enable suitably qualified or trained personnel of the Customer to make proper use of the Goods.

10.3.    The Customer warrants that it has not relied on any representations made by or on behalf of Sytronix or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of Sytronix, all of which are only intended to convey a general idea of the products and services mentioned in them.

10.4.    The Customer may reject any Goods delivered to it that do not comply with Clause 3.6, provided that:

10.4.1.    notice of rejection is given to Sytronix:    in the case of a defect that is apparent on normal visual inspection, within 3 days of the Goods being delivered to or collected by the Customer;    in the case of a latent defect, within 7 days of the latent defect having become apparent; and

10.4.2.    none of the events listed in Clause 10.6 apply.

10.5.    If the Customer fails to give notice of rejection in accordance with Clause 10.4, it shall be deemed to have accepted the Goods.

10.6.    Sytronix shall not be liable for the failure of any Goods to comply with Clause 3.6 or for any other defect in the Goods in any of the following events:

10.6.1.    the Customer makes any further use of those Products after giving notice in accordance with Clause 10.4

10.6.2.    the defect arises because the Customer failed to follow Sytronix’s oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods (including in respect of the matters set out at Clause 4.7);

10.6.3.    the defect arises as a result of Sytronix following any drawing, design or specification supplied by the Customer;

10.6.4.    the Customer alters or repairs the Goods without the prior written consent of Sytronix;

10.6.5.    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

10.7.    If the Customer validly rejects the Goods under Clause 10.4, the Customer shall give Sytronix the opportunity (at its discretion) to: 

10.7.1.    repair or replace the rejected Products (without charge to the Customer); or

10.7.2.    refund the price of the rejected Goods in full.

Once Sytronix has complied with one of the above options, it shall have no further liability to the Customer for the rejected Goods' failure to comply with Clause 3.6.

10.8.    The terms of this Agreement shall apply to any repaired or replacement Goods supplied by Sytronix.

10.9.    The Customer will not permit any modification to be made to the Goods or to the Customer’s equipment or any part of them during the period of the warranty by persons other than Sytronix and its authorised representatives without Sytronix’s prior written consent. If any unauthorised modification is made then, without prejudice to Sytronix’s other rights and remedies, the warranty relating to defects will be null and void.

10.10.    If the parties dispute whether any Goods comply with Clause 3.6 or whether the reason for the Goods’ failure to comply with Clause 3.6 is one or more of the matters outlined at Clause 10.6, either party may refer the matter to an Expert for determination in accordance with Clause 15.

11.    Intellectual Property Rights

11.1.    All Intellectual Property Rights in the Goods (including in respect of any tailored operating system created by Sytronix) are, and shall remain, the property of Sytronix.

11.2.    All Intellectual Property Rights in the Documentation and any software supplied to the Customer are, and shall remain, the property of Sytronix or the third party rights owner(s) (as applicable) and the Customer acquires no rights in or to the Documentation or such software other than those expressly granted by this Agreement.

11.3.    The Customer shall prevent any infringement of Sytronix's Intellectual Property Rights in the Goods and shall promptly report to Sytronix any such infringement that comes to its attention.

12.    Limitation of liability

12.1.    The Customer agrees that the express obligations of and warranties given by Sytronix in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) as to the condition, quality performance, satisfactory quality or fitness for purpose of the Goods, the Services, or any part of them.

12.2.    The Customer acknowledges that Sytronix’s obligations and liabilities in respect of the Goods and the Services are exhaustively defined in this Agreement.

12.3.    The Customer is responsible for the consequences of its operation and use of the Goods and acknowledges that Sytronix will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) physical damage to property, business interruption, loss of production, loss of or corruption to data or digital information, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if Sytronix has been advised of their possibility.

12.4.    Neither party may benefit from the limitations and exclusions set out in this Clause 12 in respect of any liability arising from its deliberate default.

12.5.    Nothing in this Clause 12 shall limit the Customer’s payment obligations under the Agreement.

12.6.    Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

12.6.1.    death or personal injury caused by negligence; or

12.6.2.    fraud or fraudulent misrepresentation.

12.7.    Subject to Clause 12.4 and Clause 12.6 Sytronix’s total liability to the Customer (whether in contract, tort, including negligence or otherwise) arising under or in connection with this Agreement shall be limited to 100% of all amounts paid by the Customer under the Agreement in the period of 12 months prior to the date on which the relevant claim first arose.

13.    Cancellation

13.1.    If the Customer is a consumer, they may have the right to change their mind about their purchase of Goods or Services from Sytronix and to receive a refund of what they have paid to Sytronix for them. This this is subject to the following conditions:

13.1.1.    the Customer must notify Sytronix that they have changed their mind and request a refund within 14 days of the date of their purchase; and

13.1.2.    they must not have begun to use the Goods or Services.

13.2.    All Orders placed by the Customer for any Goods that are custom built by Sytronix are non-cancellable and non-refundable.

14.    Return of Goods

14.1.    No Goods which have been delivered to Customer and conform with the requirements of this Agreement will be accepted for return by Sytronix, unless Sytronix has given its prior written approval for the terms on terms to be determined at Sytronix’s absolute discretion.

14.2.    If Sytronix does agree to accept the return of any such Goods, it reserves the right to require the Customer to pay a handling charge of 10% of the purchase price of the Goods. Such Goods must be returned by the Customer carriage-paid and in its original state and original packaging.

14.3.    Goods which are in accordance with the Agreement and are returned by the Customer without Sytronix’s prior written approval may, at the absolute discretion of Sytronix, be returned to the Customer or stored at the Customer’s cost, without prejudice to any other rights or remedies Sytronix might have.

15.    Expert determination

15.1.    An Expert is a person appointed in accordance with this Clause 15 to resolve certain matters as specified in this Agreement.

15.2.    Where under this Agreement a party wishes to refer a matter to an Expert, the parties shall first agree on the appointment of an independent Expert and agree with the Expert the terms of their appointment.

15.3.    The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

15.4.    The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with any assistance and documents as the Expert reasonably requires to reach a decision.

15.5.    To the extent not provided for by this Clause 15, the Expert may, in their reasonable discretion, determine any other procedures to assist with the conduct of the determination as the Expert considers just or appropriate.

15.6.    The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matters referred to the Expert under the Agreement. The Expert's written decision on the matters referred to the Expert shall be final and binding on the parties in the absence of manifest error or fraud.

15.7.    The Expert may direct that any legal costs and expenses incurred by a party in respect of the determination shall be paid by another party to the determination on the general principle that costs should follow the event, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of those costs. The Expert's fees and any costs properly incurred by the Expert in arriving at the Expert's determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally.

15.8.    All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

15.9.    Each party shall act reasonably and co-operate to give effect to the provisions of this Clause 15 and otherwise do nothing to hinder or prevent the Expert from reaching their determination.

15.10.    The Expert shall have no liability to the parties for any act or omission in relation to this appointment, save in the case of bad faith.

16.    Termination

16.1.    Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party: 

16.1.1.    commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so; 

16.1.2.    repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

16.1.3.    the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

16.1.4.    suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.2.    Without affecting any other right or remedy available to it, Sytronix may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement within 14 days of being notified by Sytronix that such payment is overdue.

17.    Consequences of termination

17.1.    On termination of the Agreement the Customer shall immediately pay to Sytronix all of Sytronix's outstanding unpaid invoices and interest and, in respect of Goods supplied and Services provided for which no invoice has been submitted, Sytronix shall submit an invoice, which shall be payable by the Customer immediately on receipt.

17.2.    Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

17.3.    Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

18.    Force Majeure

18.1.    Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. The party relying on the events, circumstances or causes beyond its reasonable control must promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and must take all reasonable steps to overcome the delay or stoppage.

19.    General

19.1.    No partnership or agency: Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19.2.    Variation: No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.3.    Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.4.    Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

19.5.    Entire agreement: 

19.5.1.    This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.5.2.    Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

19.6.    Assignment: 

19.6.1.    Sytronix may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement;

19.6.2.    The Customer shall not assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Sytronix.

19.7.    Third party rights: Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

19.8.    Notices: Any notice required to be given to a party under or in connection with the Agreement shall be in writing and shall be:    delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or    sent by email to the following email addresses (or an email address substituted in writing by the party to be served):

(i) Sytronix:
(ii) the Customer: the email address notified by the Customer.

19.8.2.    Any notice shall be deemed to have been received:    if delivered by hand, at the time the notice is left at the proper address; or    if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or    if sent by email, at the time of transmission.

19.8.3.    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

19.9.    Governing law: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

19.10.    Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

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