The Jayex Quotation (once accepted by the Customer) and these Terms & Conditions constitute the Agreement between Jayex Technology Limited (JTL) and the Customer. The terms on the Quotation will take precedence over these Terms and Conditions.
These terms and conditions shall apply to all tenders, quotations and orders accepted by JTL to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered by the customer. A variation of these Terms and Conditions is valid only if it is in writing and signed by a director of JTL.
Products are subject to continuous technical development. The Customer should obtain confirmation in writing of any specifications that are important to their needs. Claims by the Customer based on failure to correspond with specification should be notified in writing within 7 days from the date of delivery else the Customer will not be entitled to reject the goods and will be bound to pay JTL as due. Where any claim is valid JTL will replace the goods or at its sole discretion refund the price and JTL shall have no further liability. No employee or Agent of JTL is entitled to make representations as to the goods unless confirmed by JTL in writing.
Delivery of Equipment will be made to the threshold of the delivery address. The courier is not insured to deliver, or place Equipment inside the Customerâ€™s premises. Disposal of packaging material is the responsibility of the Customer.
- Damage, Shortage or Loss in Transit
JTL accepts responsibility for damage, shortage or loss in transit if the Customer notifies the same to JTL within 3 days of receipt. Loss or damage suffered by the Customer, which is directly attributable to such part, or late or non-delivery shall be limited to the value of the Equipment not delivered. All deliveries of Equipment must be signed for and if damaged must be marked damaged on the courierâ€™s delivery note.
JTL Customer Service Advisors will issue a Returns Note (RN) and arrange delivery of the replacement and collect the damaged Equipment. All associated items, CDs, cables and publications must be included in the packaging. JTL may charge for missing items.
- Title & Risk
Risk will pass to Customer when goods have been delivered to the Customer or the Customer has been notified that the goods are ready for collection. Title will remain with JTL until full payment is received by JTL. Until such time, JTL can require the Customer to return the goods, failing which JTL is entitled to enter upon any premises to re-possess the goods.
- Hardware Warranty
JTL warrants that the goods will be free from defects in material and workmanship for a period of 12 months from their date of delivery. All other liabilities express or implied are hereby excluded, for example defects arising from fair wear and tear, abnormal operating conditions, failure to follow JTL's instructions (oral or in writing), misuse, alteration, or repair without JTL's approval. The Customer shall contact JTL to obtain authority for service under warranty. The goods must then be returned carriage paid in satisfactory packaging at the Customer's risk. JTL will at its option repair or replace the goods and return carriage paid to the Customer.
JTL will respond and provide support as per the Service Level Agreement (SLA). Any onsite service requested by the Customer is chargeable unless an on-site service contract is in place. JTL shall be under no liability if the total price of the goods has not been paid by the due date for payment.
The Quotation will specify:
The Covered Software
The Initial Licence fee
The Annual Support Licence Fee.
JTL grants to the Customer a non-exclusive licence to use the Covered Software in accordance with these Terms & Conditions and not further or otherwise. The Customer undertakes not to translate, disassemble, decompile, reverse engineer, adapt, vary or modify, rent, lease, sub-license, assign, transfer or distribute the Covered Software.
- Intellectual Property Rights
The Covered Software and all Intellectual Property Rights of whatever nature in the Covered Software are and shall remain the property of JTL and the Customer agrees to immediately notify JTL if it becomes aware of any infringement or any unauthorised use of the Covered Software by any person. JTL agrees to indemnify the Customer against all actions arising from any actual or alleged infringement of Intellectual Property Rights arising from the Customer's use of the Covered Software provided such use is in accordance with these Terms & Conditions and that the Customer promptly notifies JTL in writing of any such allegation.
- Software Warranty
JTL warrants that the Covered Software functions substantially in accordance with the Specifications.
JTL shall provide The Customer with copies of bug fixes and interim releases of the Covered software which it generally distributes as maintenance releases. JTL does not warrant that the Customer's use of the Covered Software will be uninterrupted or error free. Except as stated above JTL excludes all other express or implied warranties. JTL will respond and provide support as per the Service Level Agreement (SLA).
Customers for whom the software application is critical to their business may enter into an Escrow Agreement with JTL at extra cost. JTL will then periodically lodge software source code at NCC, Manchester which the customer can access in the event of an Escrow event.
Where this is included in the Quotation, JTL will use vetted and trained installation contractors to mount equipment and connect to power and data points.
The Customer shall prepare the area of installation for the Equipment and provide free access to the location and to any services or facilities that may be required to install the Equipment. Where the same has not been provided or JTL is prevented from carrying out delivery or installation at the pre-arranged day and time through no fault of JTL, JTL shall be entitled to charge for additional costs. The Customer undertakes to obtain any permissions required from landlords, local authorities, etc. in relation to the installation and use of the goods. Installation engineers must not be left unaccompanied. Customer staff must always be available for security reasons, and queries. Engineers who visit and work in customer premises will comply with current legislation.
JTL engineers will set up, test and leave system operational if this is included in the Quotation.
JTL trainers will train an agreed number of staff where this is included in the Quotation. Further and future training modules are available at additional cost.
4. After Sales
Unless specified otherwise in the Quotation a standard Hardware Warranty applies as mentioned in Section 1 for the 1st year. For subsequent years the Customer is offered extended software and hardware support as follows:
- Software Support
An annual software licence is payable that entitles the customer to continued use of the Covered Software. This entitles the Customer to telephone and web support as well as bug fixes.
- Extended Hardware Warranties
Customers can take a Comprehensive Extended Warranty where JTL will send an engineer to site to repair or replace equipment. All parts and labour is included.
- Service outside Warranty
If a customer has not taken an extended warranty, JTL will quote for repair parts, labour and or engineer visit.
- Price and payment
Unless otherwise stated the price of goods is ex-works with the standard 1st year warranty. Payment is to be made when due. However If the Customer fails to make payment of any part when then without prejudice to any other rights, JTL shall be entitled to demand the balance immediately (irrespective of any earlier arrangements) and charge the Customer interest (both before and after judgement) at 2% p.m. until payment is made (part of a month treated as a full month for calculating interest).
Orders may not be cancelled by the Customer without the acceptance in writing of JTL and on the terms that the Customer will indemnify JTL in full against all loss (including loss of profit), damages, and expenses as a result of cancellation.
Any delivery dates quoted are estimated and JTL shall not be liable for any delay in delivery howsoever caused. Time of delivery shall not be of the essence. If after notification that goods are ready for collection the Customer fails to collect within a reasonable time the JTL may charge for storage or sell the goods if possible at the best price readily obtainable (after deducting storage and selling costs) and seek the difference from the Customer. If we are not able to deliver or meet the timescales we will inform you as soon as possible so that alternate arrangements can be made.
- Data Protection
JTL will comply with the Data Protection Act. Registered no. is Z1221461
- Liability of JTL
Except in respect of death or personal injury caused by JTL's negligence, JTL shall not be liable to the Customer for any loss or damage whatsoever arising directly or indirectly in connection with this Agreement, the Equipment, its uses or otherwise. JTL expressly excludes liability for consequential loss or damage, whether or not the Equipment is in JTLâ€™s custody or control, or for loss or profit, business revenue, goodwill or anticipated savings. In the event that any exclusion of liability contained in this Agreement shall be held invalid for any reason, JTL will only be liable for loss or damage limited to the price paid.
- Insolvency of Customer
If the Customer makes any voluntary arrangement with its creditors or becomes subject to an administrative order, becomes bankrupt or goes into liquidation, or JTL reasonably apprehends such an event and notifies the Customer accordingly, then JTL shall be entitled to cancel the contract without any liability to the Customer and seek to recover damages. If goods have been delivered and monies are owing then payment will become immediately due notwithstanding any previous arrangement.
This agreement is personal to the Customer who may not assign this agreement nor any rights, or obligations under it without the prior written approval of JTL.
- Entire Agreement
This Agreement sets forth the entire understanding and agreement between the parties as to the subject matter hereof and supersedes all prior agreements, understandings, commitments, writing and discussions. Neither party shall be bound by any condition or representation with respect to such subject matter, other than as expressly provided in this Agreement or as duly set forth in writing signed by duly authorised representation of each party on or subsequent to the date of this Agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions of the Agreement.
No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right.
- Force Majeure
Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances continue for a continuous period of more than 28 days, either party may terminate this agreement by written notice to the other party.
- Governing Law
This Agreement is governed by and will be construed under and in accordance with the laws of England.