1.1 The "Buyer" means the account applicant or
person who accepts a quotation of the Seller or whose order for the Goods is
accepted by the Seller.
1.2 The "Seller" means Rosco Systems, a trading
division of Rosco Solutions Limited.
1.3 "Conditions" means the conditions of sale set
out in this document and any special and/or additional conditions agreed in
writing by the Seller.
1.4 "Good" or "Goods" means the goods
(including any instalment of goods or any parts for them) which the Seller is
to supply in accordance with these Conditions.
1.5 "Rosco Systems" means Rosco computer systems
described as "Rosco pcs" in the Seller's sales literature or on its
website as the case may be.
1.6 "Writing" includes facsimile transmission,
[email] and other comparable means of communication.
1.7 "including" and "in particular"
shall be construed as not limiting any general words or expressions in
conjunction with which either of those expressions is used.
2.1 These conditions shall apply to all contracts for sale
of Goods by the Seller to the Buyer to the exclusion of all other terms and
conditions including any which the Buyer may purport to apply under any
purchase order, confirmation of order or any such similar document.
2.2 Where the Seller has agreed to provide the Buyer with
system design, installation or other consultancy services, then the provision
of such services shall be governed by the Seller's separate Conditions for the
Provision of Services, a copy of which shall be supplied to the Buyer.
2.3 No variation or addition to these Conditions shall be
effective unless agreed in Writing by the Seller.
2.4 The Seller's employees or agents are not authorised to
make any representations concerning the Goods unless confirmed by the Seller in
Writing and in entering into the contract the Buyer acknowledges that it does
not rely on any such representations which are not so confirmed.
2.5 Any typographical, clerical or other error or omission
in any sales literature, quotation, price list, acceptance of offer, invoice or
other document or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller and without any
prior notification. The views and opinions expressed in any sales literature or
on the Seller's website are the views of the contributors and should not be
taken necessarily as fact.
2.6 No contract for the sale of Goods shall arise until the
Seller despatches the Goods to the Buyer or the Buyer notifies the Seller in
writing of its acceptance of the Seller's quotation (whichever shall first
2.7 Acceptance of delivery of Goods shall be deemed
conclusive evidence of the Buyer's acceptance of these Conditions.
2.8 Nothing in these Conditions shall effect the statutory
rights of any consumer.
3.1 The price shall be that on the Seller's current list
price or as otherwise agreed in writing by the Seller and the Buyer should
confirm prices (including any promotional prices and special offers) at the
time of ordering. All special offers are strictly subject to availability.
3.2 The Seller reserves the right to revise prices prior to
despatch of Goods to reflect any indirect or direct increase in costs to the
Seller but if the price has been paid in full prior to despatch no price
revision may take place without the prior written agreement of the Buyer.
3.3 All prices are exclusive of VAT and charges for packing,
postage and carriage (plus VAT) shall be paid in addition.
3.4 Website pricing may differ to sales literature pricing.
4.1 Credit accounts are only available for corporate
customers against approved references.
4.2 In the case of sales to Buyers who do not qualify for
credit accounts, payment must be made in full before despatch of any Goods.
4.3 Payment may be
made by the Buyer using Cash, Cheque, Visa, Mastercard, American Express, Delta
4.4 In the case of sales made to customers with credit
accounts, payment is due in full on the terms of credit agreed, generally 14
days, which shall not be more than 30 days from the date of the invoice unless
otherwise agreed in writing by the Seller notwithstanding that delivery may not
have taken place and the property in the Goods has not passed to the Buyer.
4.5 Time for payment shall be of the essence and any failure
to pay shall entitle the Seller at his option to treat the contract as
repudiated by the Buyer, to delay delivery until paid or appropriate any
payment made by the Buyer to such of the Goods as the Seller may think fit notwithstanding
any purported appropriation by the Buyer (without prejudice to any other remedy
that the Seller may have). Receipts for payment shall be issued only on
5.Interest on Overdue Invoices
5.1 Interest on overdue invoices shall accrue on any unpaid
amounts from the date when payment becomes due at 5 per cent per annum above
Barclays Bank plc base rate from time to time until the date of payment (a part
of a month being treated as a full month for the purpose of calculating
interest), to accrue both before and after any judgment.
5.2 All invoices shall be paid in full, free from any
deduction for any set-off, counterclaim or otherwise howsoever.
6.1 Whilst every reasonable effort shall be made to keep to
any estimated delivery date, time of delivery shall not be of the essence and
the Seller shall not be liable for any losses, costs, damages or expenses
incurred by the Buyer or any other person or Company arising directly or
indirectly out of any failure to meet any estimated delivery date. The Goods
may be delivered by the Seller in advance of the quoted delivery date upon
giving reasonable notice to the Buyer.
6.2 Notification of delivery may be made by telephone call,
telephone message, email, fax or by post on the due date.
6.3 A carrier's first attempt to deliver shall be considered
as the delivery date and unless otherwise agreed in writing by the Seller all
deliveries can take place up until 6 pm.
6.4 Unless otherwise agreed the Seller may deliver by
instalments and in such case each instalment shall be treated as a separate
contract and any delay, default or non-delivery in respect of any instalment by
the Seller shall not entitle the Buyer to cancel the remainder of the contract.
6.5 Failure by the Buyer to pay for any instalments or
delivery when due shall entitle the Seller to withhold any further deliveries
and the Buyer shall be liable for any costs incurred by the Seller relating to
6.6 Delivery of the Goods shall be made to the Buyer's
address and the Buyer shall make arrangements necessary to take delivery of the
Goods whenever they are tendered for delivery.
6.7 If the Buyer fails to take delivery of the Goods or
fails to give the Seller adequate delivery instructions at the time stated for
delivery (otherwise than by reason of any cause beyond the Buyer's reasonable
control) then, without prejudice to any other right or remedy available to the
Seller, the Seller may:
6.7.1 store the Goods until actual delivery and
charge the Buyer for the reasonable costs (including insurance) of storage; or
6.7.2 sell the Goods at the best price readily
obtainable and (after deducting all reasonable storage and selling expenses)
account to the Buyer for the excess over the price under the contract or charge
the Buyer for any shortfall below the price of the contract.
6.8 The method of despatch for all sales shall be at the
6.9 The Seller's delivery charges and the timing of all
deliveries shall be as published from time to time. Any promotional offers in
respect of delivery charges shall only apply to UK mainland and Northern
6.10 A delivery insurance charge, as published from time to
time, shall be added to orders at the Seller's discretion and is
7. Ownership and Risk
7.1 The risk in Goods shall pass to the Buyer upon delivery
of the Goods or upon the Goods being appropriated to the Buyer but kept at the
Seller's premises at the Buyer's request.
7.2 The Seller remains the owner of the Goods affected by
the contract until the Seller has been paid in full in cash or cleared funds
for such Goods and all other Goods agreed to be sold by the Seller to the Buyer
for which payment is due.
7.3 Until such time as the property in the Goods passes to
the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and
bailee and shall keep the Goods separate from those of the Buyer and third
parties and properly stored, protected and insured and identified as the
7.4 If any payment due under these Conditions is overdue in
whole or in part, the Seller may without prejudice to any of its other rights
recover and/or re-sell the Goods or any of them and may enter on the Buyer's
premises by its servants or agents to recover the Goods and the Buyer shall be
liable for all the Seller's costs of so doing.
7.5 The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the Goods which remain
the property of the Seller, but if the Buyer does so all moneys owing by the
Buyer to the Seller shall (without prejudice to any other right or remedy of
the Seller) immediately become due and payable.
8.Warranties and Liabilities
8.1 Subject to the conditions set out below the Seller
warrants that the Goods will at the time of delivery correspond to the
description given by the Seller.
8.2 The above warranty is given by the Seller subject to the
8.2.1 the Seller shall be under no liability in
respect of any defect in the Goods arising from any drawing, design or
specification supplied by the Buyer;
8.2.2 the Seller shall not be under liability in
respect of any defect arising from fair wear and tear, wilful damage,
negligence, abnormal working conditions, failure to follow the Seller's
instructions (whether oral or in writing), misuse or alteration or repair of
the Goods without the Seller's written approval;
8.2.3 the Seller shall be under no liability under
the above warranty (or any other warranty, conditions or guarantee) if the
total price for the Goods has not been paid by the due date for payment;
8.2.4 Where the Goods are covered by manufacturer's
warranties, details of which will be supplied to the Buyer on delivery of the
Goods the Buyer shall only be entitled to the benefit of such warranties or
guarantees as are given by the manufacturer to the Seller.
8.3 Buyers of Rosco Systems are supplied with a separate
Rosco PC Warranty ("the PC Warranty") by the Seller, details of which
are included with delivery of the system and appear as Appendix 1 hereto. Where
there are any conflicting terms with these Conditions, the PC Warranty shall
8.4 Subject as expressly provided in these conditions and
except where the Buyer is dealing as a consumer (as defined in the Unfair
Contract Terms Act 1977, section 12) all warranties, conditions, or other terms
implied by statute, common law or otherwise are excluded to the fullest extent
permitted by the law.
8.5 Where Goods are sold to a consumer (as defined by the
Consumer Transactions (Restrictions on Statements) Order 1976) the statutory
rights of the Buyer are not affected by these Conditions.
8.6 Except in respect of death or personal injury caused by
the Seller's negligence, the Seller shall not be held responsible for any
incompatibility issues or held liable to the Buyer by reason of any
representation (unless fraudulent) or any implied warranty, condition, or other
term or any duty at common law or under the express terms of the contract, for any
indirect, special or consequential loss or damage, costs, expenses or other
claims for compensation whatsoever (whether caused by negligence of the Seller,
its employees or agents or otherwise) which arise out of or in connection with
the supply of the Goods or their use or resale by the Buyer including, without
limitation, losses or damages of the types listed below:-
8.6.1 loss of profit; and/or
8.6.2 loss of use; and/or
8.6.3 loss of business and/or
8.6.4 loss of goodwill; and/or
8.6.5 loss of contract; and/or
8.6.6 loss of revenue; and/or
8.6.7 loss of anticipated savings;
8.6.8 loss and/or corruption of
data and/or other information; and/or
8.6.9 downtime; and/or
8.6.10 any damage relating to the
procurement by you of any substitute hardware or software.
8.7 The entire liability of the Seller under or in
connection with the contract shall not exceed the price of the Goods, except as
expressly provided in these Conditions.
9.1 Subject to clause 10, no contract shall be cancelled
once accepted by the Seller nor shall any Goods which are delivered in
accordance with the contract be returned without prior written approval of the
Seller and on terms to be determined at the absolute discretion of the Seller.
9.2 Unless the Seller at its discretion decides otherwise,
if the Seller agrees to accept the return of any such Goods then:
9.2.1 A Goods return number must be
obtained from the Seller and be clearly shown on the returned parcels and must
be returned in the original manufacturer's packaging (which shall not be
defaced) complete with accessories, manuals and documentation. Software
packages must be returned unopened with the software seal intact. Except in the
case of faulty Goods, returned items not complying with these requirements will
9.2.2 the Buyer will be liable for
the cost of remedying any damage to the Goods returned where such damage has,
in the opinion of the Seller, been caused by the Goods being inadequately
packaged by the Buyer or through the Buyer's fault.
9.2.3 Where the Seller accepts the
return of Goods, the Seller reserves the right to make a handling and
restocking charge of 25% on Goods which are returned if they were ordered in
error or are no longer required by the Buyer.
9.3 Any claim by the Buyer which is based on any defect in
the quality or condition of the Goods or their failure to correspond with the
specification shall (whether or not delivery is refused by the Buyer) be
notified to the Seller within 5 days from the date of delivery or (where the
defect or failure was not apparent on reasonable inspection) within a
reasonable time after discovery of the defect or failure. If delivery is not
refused and the Buyer does not notify the Seller accordingly, the Buyer shall
not be entitled to reject the Goods and the Seller shall have no liability for
such defect or failure, and the Buyer shall be bound to pay the price as if the
Goods had been delivered in accordance with the terms of the contract.
9.4 Where any valid claim in respect of any of the Goods
which is based on any defect in the quality or conditions of the Goods or their
failure to meet specification is notified to the Seller in accordance with
these conditions, the Seller shall be entitled to replace the Goods (or any
part thereof) free of charge or at the Seller's sole discretion, refund to the
Buyer the price of the Goods (or a proportionate part of the price), but the
Seller shall have no further liability to the Buyer.
9.5 The Seller shall not give any credit for returned Goods
where the Seller deems the Goods not to be faulty unless otherwise agreed in
writing by the Seller.
9.6 Any Goods in respect of which any claim of defect or
damage is made by the Buyer shall be preserved by the Buyer intact together
with the original packaging at the Buyer's risk and shall at the request of the
9.6.1 retained by the Buyer for a
reasonable period to enable the Seller or its agent to inspect the Goods; or
9.6.2 collected from the Buyer by
the Seller or its agents if the Goods are defective.
9.7 Goods not featured in the Seller's catalogue or website
are not subject to the normal returns policy and instructions for return should
be confirmed with the Seller before returning the Goods.
10. Buyers as Consumers
10.1 A Buyer dealing as a consumer shall have 5 days from
the date of receipt of the Goods to cancel his order by giving notice by
letter, fax or email to the Seller.
10.2 The effective date of cancellation is the date on which
the notice is sent.
10.3 If the Buyer fails to return the Goods to the Seller
within 5 days of the date of cancellation, the Seller or its agents shall be
entitled to recover the Goods and deduct the cost of so doing from any monies
owed to the Buyer.
10.4 The Seller shall refund any monies paid by the Buyer as
soon as reasonably possible but in any event no later than 30 days from the
date the notice of cancellation was given. The refund shall be made by the same
method as payment.
10.5 The Buyer shall be liable for the cost of returning the
Goods to the Seller.
10.6 This clause 10 shall not apply to:
10.6.1 goods made to the Buyer's specifications; and
10.6.2 sealed computer software which has been opened by the
Insolvency of Buyer
11.1 This clause applies if:
11.1.1 the Buyer makes any
voluntary arrangement with its creditors or (being an individual or firm)
becomes bankrupt or (being a company) becomes subject to an administration
order or goes into liquidation (otherwise than for the purposes of amalgamation
or reconstruction); or
11.1.2 a creditor takes possession
of any of the property or assets of the Buyer; or
11.1.3 a receiver is appointed or
11.1.4 the Seller reasonably
becomes cognisant that any of the events mentioned above is about to occur in
relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies then without prejudice to any
other right or remedy available to the Seller, the Seller shall be entitled to
cancel the contract or suspend any further deliveries under the contract
without any liability to the Buyer and if the Goods have been delivered but not
paid for, the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.
12. Customer Service queries
12.1 The Seller shall make every reasonable effort to
resolve or acknowledge by post, telephone or email any queries which the Buyer
has made within 48 hours of receipt of any such query.
12.2 The Seller shall make every reasonable endeavour to
respond to complaints within 5 working days and keep the Buyer reasonably
notified of any progress thereafter.
12.3 Telephone calls made to the Seller may be recorded for
13. Trademarks and Accreditation
13.1 The Seller and Buyer acknowledge the intellectual
property rights of suppliers and manufacturers of the products appearing in the
Seller's sales literature and on the Seller's website.
13.2 Where Goods have been manufactured and supplied under
an IS09000 approval this is indicated in the product text.
14. Force Majeure
14.1 The Seller shall not be liable to the Buyer or be
deemed to be in breach of the contract by reason of any delay in performing or
any failure to perform any of the Seller's obligations in respect of the Goods,
if the delay or failure was due to any cause beyond the Seller's reasonable
control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond the Seller's reasonable control:
14.1.1 act of God, explosion,
flood, tempest, fire or accident;
14.1.2 war, threat of war,
sabotage, insurrection, civil disturbance or requisition;
14.1.3 acts, restrictions,
regulations, bye-laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;
14.1.4 import or export regulations
14.1.5 strikes, lock-outs or other
industrial actions or trade disputes (whether involving employees of the Seller
or of a third party);
14.1.6 difficulty in obtaining
materials, labour or machinery; and
14.1.7 power failure or breakdown
15.1 The Seller may share a Buyer's information with other
companies in the group and other third parties. The Buyer may be contacted or
sent information in respect of further goods and services available and should
inform the Seller in writing in the event that the Buyer does not wish this to
16. Third Party
(Rights) Act 1999
16.1 The parties hereby exclude the application of the
Contracts (rights of Third Parties) Act 1999 to each and every contract made
under these Conditions.
17.1 The Seller's failure to insist upon strict performance
of any provision of these Conditions shall not be deemed a waiver of its rights
or remedies in respect of any present or future default of the Buyer in
performance or compliance with any of these Conditions.
18.1 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in Writing addressed to the
other party at its registered office or principal place of business or such
other address as may at the relevant time have been notified pursuant to this
provision to the party giving notice.
18.2 Notice shall be delivered personally or sent by first
class prepaid recorded delivery of by registered post (airmail if overseas) or
by facsimile transmission and shall be deemed to be given in the case of
delivery personally on delivery and in the case of posting (in the absence of
evidence of earlier receipt) 48 hours after posting (six days if sent by
airmail) and in the case of facsimile transmission on completion of the
transmission provided that the sender shall have received printed confirmation
19.1 If any provision of these Conditions is held by any
competent authority to be invalid or unenforceable in whole or in part the
validity of the other provision of these Conditions and the remainder of the
provision in question shall not be affected.
20.1 In the event of a dispute between the Buyer and the
Seller, should the Seller in writing require, the Buyer agrees to submit to the
jurisdiction in accordance with the Arbitration Act 1996 for the time being in
force as a legally binding alternative to court action.
21.1 The contract shall be governed by the laws of England
and the Buyer agrees to submit to the non-exclusive jurisdiction of the English
Rosco Systems PC Warranty
Thank you for choosing to purchase a Rosco Systems PC. We
hope it will provide you with years of trouble free computing.
Please take the time out to read this document regarding
warranty terms and conditions of your Rosco Systems PC.
1.1 Rosco Solutions Limited (Company number 2741178)
("Rosco") warrants that the computer system you purchased (including
the CPU base unit, keyboard, mouse, Microsoft operating system and other
software applications (if any) supplied as an integral part of the system but
excluding any and all Accessories as defined below) ("the System")
will be free from defects in materials and workmanship for a period of one year
beginning on the date of Rosco's invoice ("the Initial Warranty
Period"), subject to the conditions and limitations described below.
1.2 Subject to the conditions and limitations set out below,
you are entitled to full parts and labour cover in respect of System defects
notified to Rosco during the Initial Warranty Period. In addition, you are
entitled to free labour only cover (i.e. parts not included) in respect of
System defects notified to Rosco during the 1-year period after the end of the
Initial Warranty Period ("the Extended Warranty Period"). The
promises made in clause 1.1 and this clause 1.2 shall hereafter be referred to
as "the Warranty".
1.3 This Warranty only applies to purchases made in the
2 The Warranty
2.1 The Warranty covers normal use and excludes cover for
damage resulting from: -
2.1.1 Return shipment by you to Rosco (where applicable)
2.1.2 your failure to provide a suitable installation or
operating environment for the System
2.1.3 impact with other objects, dropping, falls, spilled
liquids or immersion in liquids
2.1.4 servicing of the System not carried out or authorised
2.1.5 usage not in accordance with the user instructions
provided with the System
2.1.6 failure to perform required preventive maintenance
2.1.7 accident, abuse, misuse or neglect
2.1.8 natural disasters such as flood, fire or lightning
2.1.9 problems with electrical power such as power surges
2.1.10 the use of parts, components, services or software
not supplied by Rosco.
2.2 This Warranty does not cover damage resulting from
failure to back up data or other files, nor does it cover damage caused by
programs, data, viruses or other files. Rosco is not responsible for any loss
of your data and recommends that you maintain a back up system at all times to
rebuild or reconstruct lost or altered files, data or programs.
2.3 Warranty cover will not apply in the event the serial
number has been removed, altered or defaced.
2.4 Rosco makes no representations or warranties, express or
implied, with respect to services provided by Internet service providers
(ISPs). This includes their ability to provide services, their ability to work
with Rosco systems, interruption of service, or their ability to sustain such
services over extended periods of time. Rosco is not responsible for their
actions or inactions.
2.5 This Warranty does not cover any items in the following
categories; software not supplied as an integral part of the System, joysticks,
printers, scanners, speakers, cameras (collectively "Accessories")
nor any other parts, hardware or software not supplied by Rosco. Any
Accessories supplied by Rosco are covered only by their manufacturers
warranties (if any) details of which were supplied to you on delivery of the
2.6 Except as expressly set out in these conditions, Rosco
gives no other warranties, expressed or implied, including, without limitation,
any warranties of satisfactory quality or fitness for a particular purpose, and
Rosco expressly disclaims all warranties not stated herein.
3.1 During the Initial Warranty Period, if Rosco is
satisfied that the System is defective or damaged, Rosco will, at it's sole
discretion, repair or replace the System or the defective or damaged part(s)
thereof or refund to you the amount you paid for the System, less a reasonable
sum for depreciation.
3.2 Warranty claims can be made by calling the Rosco
Technical Support Department. Please see your User guide for the relevant
contact details. When calling, you must have the following information
3.2.1 your customer number;
3.2.2 the System serial number; and
3.2.3 a description of the problem.
3.3 Valid proof of the date of your original purchase,
including the serial number of the System, shall be required before any
warranty service is provided. If the Rosco technician determines that the
System is defective and that a repair or a replacement product is required, you
will be given a Return Authorisation Number (RMA) for the return of the
defective product. This number must be clearly marked on a label on the outside
of the original packaging, prior to return.
3.4 Rosco will collect and return the System (or defective
part thereof) free of charge if the defect is notified to Rosco within the
Initial Warranty Period. If the defect is notified to Rosco during the Extended
Warranty Period you will be required to return the System to Rosco at your own
expense. Alternatively, upon request, Rosco may, at its discretion, arrange a
collection and return service, at your cost, payable at the time of collection.
3.5 If Rosco supplies a replacement system or part to you
before receiving the defective System or part from you, you are responsible for
the return of the defective System or part and will be charged the full sales
value of the replacement System or part if the defective System or part is not
received by Rosco within 30 days of delivery of the replacement.
3.6 Rosco manufactures its computer systems from parts and
components that are new or equivalent to new in accordance with industry
standard practices. Rosco owns all parts removed from repaired products. Rosco
uses new and reconditioned parts made by various manufacturers in performing
warranty repairs and building replacement products. If Rosco repairs or
replaces the System (or any part of it) under Warranty, the term of the
Warranty is not extended.
3.7 In the event of a hard drive being replaced, the System
will be restored to its original configuration when purchased. Any servicing
carried out by Rosco does not include data back up and/or data restoration.
4.1 In all cases, your sole remedies for a System failure
are limited to those contained in these conditions.
4.2 Except in the case of personal injury or death caused by
the negligence of Rosco or its authorised sub-contractors, Rosco will not be
responsible for any incidental or consequential damages which may occur as a
result of your use of the System, the System's failure to perform under any
circumstances, any replacement part provided under warranty or any other circumstances
including without limitation losses of the types listed below: -
4.2.1 loss of profit; and/or
4.2.2 loss of anticipated savings.
4.2.3 loss of business and/or goods; and/or
4.2.4 loss of revenue; and/or
4.2.5 loss of contract; and/or
4.2.6 loss of goodwill; and/or
4.2.7 loss of use; and/or
4.2.8 loss and/or corruption of data and/or other
4.2.9 downtime; and/or
4.2.10 any damage relating to the procurement by you of any
substitute hardware or software.