Logical.IT Services Limited Terms of Business

Please see the below sections:

1. Interpretation

1.1 The term “Company” refers to Logical.IT Services Limited (“Logical.IT”). The provisions of this contract shall be given a large and liberal interpretation in favour of Logical.IT.

1.2 The term “Customer” includes the Customer named in the invoice/statement and the Customer’s, executors, administrators, successors and assigns.

1.3 The terms “Logical.IT” and “Customer” also refer to any person, firm, company or corporate entity associated with either party.

1.4 The term “the goods” refers to the goods, products, materials or substances to be supplied by Logical.IT to the Customer and includes services relating to such supply wherever appropriate.

1.5 The headings are used as a matter of convenience only and shall not affect the interpretation of-each clause.

1.6 Where the context so permits:

(a) Reference to the singular shall be deemed to include references to the plural also and vice versa; and

(b) References to any one gender shall be deemed to include references to the other gender.

2. Contract

Unless otherwise stated herein any quotation for the supply of goods and/or services by Logical.IT may be withdrawn at any time. If not withdrawn it remains open for acceptance for a maximum period of thirty days from the date of quotation and thereafter shall be deemed to be withdrawn. The contract for sale and purchase of the goods shall arise upon acceptance by the Customer of the quotation or upon Logical.IT’s acceptance of the Customer’s order.

3. Price

3.1 Any quotation is based upon rates and conditions ruling at the date of the quotation unless otherwise specified. Any variation in exchange rates, costs of labour, transport, freight, insurance, duty, goods and services tax and other taxes or levies between the date of quotation and the date of delivery shall be for the Customer’s account and shall be added to and form part of the contract price.

3.2 All prices are to be “plus GST”. The Customer shall pay goods and services tax at the applicable rate in addition to all sums specified.

3.3 Subject to the provisions of clause 7 hereof:

3.3.1 Where the price contained in the quotation includes the cost of delivery to the premises specified by the Customer in the quotation, the quotation is upon the basis that reasonable access to the premises are available and that the goods are offloaded at the Customer’s risk with the Customer’s labour. Logical.IT’s driver may assist with unloading only. If such access and labour are not available an extra charge for handling will be added to the contract price.

3.3.2 Where the price contained in the quotation does not include the cost of delivery, but the Customer requires the goods to be delivered, Logical.IT shall be entitled to add to the contract price a fair and, reasonable delivery charge. Risk in the goods shall in such circumstances be with the Customer from the time the goods are removed from Logical.IT’s premises.

3.3.3 Logical.IT shall be entitled to add to the contract price such usual hourly truck hire rates as may pertain in the district in respect of excessive waiting time and other delays caused by the Customer, or the Customer’s servants, agents, contractors, or representatives.

4. Terms of Payment

4.1 Where Logical.IT has not expressly stipulated when payment is to be made, the terms of payment of the price shall be that the price in respect of the purchase of goods is due and payable upon delivery pursuant to clause 7 hereof (called “the delivery date”), and in respect of services the price is due and payable on or before the 20th of the month following the issue of an invoice, (such dates for payment called “the payment date”).

4.2 If Logical.IT shall at any time deem the credit of the Customer to be unsatisfactory it may require security for payment and such security shall be made available by the Customer without impairing the Customer’s liability hereunder, and Logical.IT may withhold delivery of any further goods ordered until provision of sufficient security is provided or the outstanding moneys are paid in Custom.

4.3 If the Customer defaults in any payment hereunder the Customer shall in addition to the purchase price and any default interest due pay the Custom costs (which shall include solicitor and own client costs) incurred by Logical.IT in collecting such payments and remedying the Customer’s default.

4.4 The Customer shall not be entitled to withhold any payment or to make any deduction there from for any reason whatsoever.

5. Default and Consequences of Default

5.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

5.2 If the Client owes the Supplier any money the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier’s collection agency costs, and bank dishonour fees).

5.3 Without prejudice to any other remedies the Supplier may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions the Supplier may suspend or terminate the supply of Goods to the Client. The Supplier will not be liable to the Client for any loss or damage the Client suffers because the Supplier has exercised its rights under this clause.

5.4 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier  hall, whether or not due for payment, become immediately payable if:

(a)  any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to make a payment when it falls due;

(b)  the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

6. Dimensions

Unless Logical.IT has made the relevant measurements itself at the request of the Customer for the purposes of any quotation, the sizes in any quotation provided by Logical.IT to the Customer are based on the specifications supplied by the Customer and any additional costs arising out of any inaccuracy of such specifications shall be payable by the Customer.

7. Delivery

7.1 Delivery of any goods shall be made to the place indicated on the quotation and if no place is indicated on the quotation, delivery shall be made by the Customer uplifting the goods from Logical.IT’s premises.

7.2 If the Customer fails or refuses to take or accept delivery then the goods shall be deemed to be delivered when Logical.IT was willing to deliver them.

7.3 Logical.IT reserves the right to deliver the goods by instalment and each instalment shall be deemed to be a separate contract subject to the same conditions as the main contract.

7.4 All costs associated with delivery shall be paid by the Customer and in the event of delivery taking place other than at the Logical.IT’s premises then the mode and method of delivery shall be Logical.IT’s usual procedure.

7.5 Should Logical.IT fail to deliver or make defective delivery of one or more instalments this shall not entitle the Customer to repudiate the main contract.

7.6 If any time for delivery shall be stated in the quotation such time shall be approximate only and shall not be deemed to be the essence of the contract.

7.7 Logical.IT shall not be liable for failure to deliver or for any delay in delivery occasioned by any cause beyond Logical.IT’s control.

7.8 If the contract provides for installation of any goods by Logical.IT the Customer shall make its premises (and access thereto) available for this purpose immediately upon request being made by Logical.IT. The Customer shall provide electricity and a clear and safe work area for the purposes of installation. If due to structural difficulties or access difficulties, or any other reason whatsoever, the cost of installation is higher than what would have been reasonably anticipated by Logical.IT at the time of making the quotation, the Customer shall in addition to the price pay such additional costs of installation. The Customer shall be responsible for obtaining all necessary permits for installation prior to the delivery date. The Customer shall indemnify Logical.IT for any loss, liability or extra expense it incurs as a result of the Customer defaulting in its obligations hereunder.

8. Risk and Reservation of Title

8.1 Risk in the goods shall pass to the Customer on delivery of the goods as defined in clause 7 hereof.

8.1.1 Notwithstanding the passing of risk, property and ownership in the goods shall only pass from Logical.IT to the Customer upon Custom payment of the price owing by the Customer to Logical.IT and any default interest due. Receipt by Logical.IT of any cheque, bill of exchange or promissory note shall not be deemed to be payment until met or honoured.

8.1.2 Should the goods become constituents of or be converted into other products, or be incorporated in or used as materials for other goods, while subject to the Logical.IT ownership pursuant to clause 8.2.1 hereof, Logical.IT shall have and retain title and property in and to such other products or such other goods as if they were the goods delivered by Logical.IT to the Customer pursuant to this agreement, and the provisions of clause

8.1.3 hereof shall thereupon apply to such other goods or such other products.

8.2 Until Logical.IT has been paid the price and any other monies owing by the Customer to Logical.IT, the Customer is deemed to act as Bailee for Logical.IT in respect of the goods and:

8.2.1 The Customer is deemed to hold the goods, and the products of any manufacture in which the goods are used, as trustee on behalf of Logical.IT; and

8.2.2 Any proceeds for the sale of the goods, or the sale of the products of manufacture in which the goods are used, shall be held in a separate bank account by the Customer on trust for Logical.IT; and

8.2.3 By acceptance of this clause the Customer gives Logical.IT, its agents and servants leave and license, without the necessity of notice, to enter (by force if necessary) on or into any premises where the goods are or may be located and remove the goods without being liable to the Customer or anyone claiming through the Customer.

8.3 The Customer acknowledges and agrees that the retention of title in the goods created by this clause 8 is a “security interest”, as defined in the Personal Property Securities Act 1999, over all goods supplied by Logical.IT to the Customer and all inventory supplied by Logical.IT to the Customer.

8.3.1 Logical.IT is entitled at any time to register this security interest over any goods being supplied by Logical.IT to the Customer. For the purposes of registration the description of the goods shall be the computers, computer hardware, cabling, software and any other goods supplied by Logical.IT to the Customer at the date of Registration. Should at any time the nature or description of goods supplied by Logical.IT to the Customer change, Logical.IT shall be entitled to register subsequent security interests to ensure the security interest includes any such new types of goods supplied.

8.3.2 Should Logical.IT elect to register the security interest, the Customer agrees:

a. To provide all necessary information requested by us to assist in the registration of the security interest, and

b. Not to create any further security interests over any goods which are subject to this security interest, and

c. To notify Logical.IT within 5 days of any intended change of the change of the Customer’s name, and

d. That it waives any requirement to be provided with verification statements recording registration.

9. Warranties and Representations

9.1 Save for those guarantees which may apply pursuant to the provisions of the Consumer Guarantees Act 1993, any and all other conditions, warranties, descriptions, representations, and agreements whether expressed or implied by law, trade custom or otherwise are hereby expressly excluded.

9.2 No agent or representative of Logical.IT is authorised to make any representations, statements, conditions or agreements not expressly confirmed by Logical.IT in writing and Logical.IT is in no way bound by any such unauthorised statement nor shall any such statements be or be capable of being taken to form part of the contract with Logical.IT or be collateral to this contract.

10. Additions and Variations

Any addition or variation to these terms and conditions of sale shall be in writing signed by both parties and if not in writing any such additional variation shall at Logical.IT’s option be unenforceable against it.

11. Claims, Disputes and Arbitration

11.1 Where the Customer acquires, or holds itself out as acquiring, the goods from Logical.IT for the purposes of a business, the Consumer Guarantees Act 1993 shall have no application to any part of the contract whatsoever, and the following provisions shall apply in relation to Logical.IT liability under the contract.

11.2 Subject to the provisions of clause 11.1 hereof:

11.2.1 The liability of Logical.IT whether in contract or in tort or otherwise for any loss, damage or injury arising directly or indirectly from any defect or non-compliance of the materials and/or services supplied is limited to replacement or repair of such defective or non-complying materials.

11.2.2 Logical.IT shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever, nor shall Logical.IT be liable for any damage or loss caused by the Customer’s servants, agents, contractors, visitors, tenants, trespassers or other persons whomsoever.

11.3 No claim by the Customer either for damages, or for repudiation of the contract or otherwise shall be effective or enforceable unless made in writing and received by Logical.IT within 1 month after delivery of the goods, or 1 month after provision of the services, to the Customer, or 1 month after completion of the installation thereof where the contract includes installation (whichever is the latter) (which period the Customer considers to be more than a reasonable time for the purposes of the contract). The Customer shall not be entitled to withhold any payment or to make any deduction there from for any reason whatsoever.

12. Logical.IT’s Proprietary Rights

All reports, correspondence, drawings, plans, computations, specifications and other similar information and materials prepared or made by Logical.IT for any purpose in connection with this contract or any quotation shall remain the property of Logical.IT and be confidential between Logical.IT and the Customer and shall not be disclosed, copied or used without Logical.IT’s prior written consent. All copyright in respect to same belongs to Logical.IT.

13. Waiver and Forbearance

All the original rights, powers, exemptions and remedies of Logical.IT shall remain in Custom force notwithstanding any neglect, forbearance or delay in the enforcement thereof. Logical.IT shall not be deemed to have waived any condition unless such waiver shall be in writing under the signature of a Director or authorised officer of Logical.IT and any such waiver, unless the contrary shall be expressly stated, shall apply to operate only in the particular transaction or matter in respect of which it was given.

14. Notices

Every notice to be given under the terms of this contract shall be sufficiently given if delivered personally to the recipient of such notice at his last known office address or sent by registered post or by fax to the recipient at its last known address or registered office.

15. Individual Liability and Personal Guarantees

15.1 Where the Customer comprises more than one person carrying on business in partnership, each and every individual partner is, and shall be jointly and severally liable to Logical.IT in respect of all or any indebtedness or liability of the Customer arising out of the contract.

15.2 Where the Customer is a limited liability company or other corporation, each of the officers thereof shall, upon demand, and in writing, interpose and bind themselves as sureties and co-principal debtors with the Customer, jointly and severally, for the due and punctual payment of all monies and the performance of all obligations of the Customer arising out of the contract.

16. Acknowledgement

The Customer acknowledges that the above terms and conditions of sale and supply shall apply to all contracts and transactions between Logical.IT and the Customer.

17. The Privacy Act 1993

17.1 The Client authorises the Supplier or the Supplier’s agent to:

(a)  access, collect, retain and use any information about the Client;

(i)  (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Client.

(b) disclose information about the Client, whether collected by the Supplier from the Client directly or obtained by the Supplier from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.

17.2 Where the Client is an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.

17.3 The Client shall have the right to request the Supplier for a copy of the information about the Client retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Client held by the Supplier.

18. Personal Property Securities Act 1999 (PPSA)

18.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:

(a)  these terms and conditions constitute a security agreement for the purposes of the PPSA; and

(b)  a security interest is taken in all Goods previously supplied by the Supplier to the Client (if any) and all Goods that will be supplied in the future by the Supplier to the Client.

18.2 The Client undertakes to:

(a)  sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b)  indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

(c) not register a financing change statement or a change demand without the prior written consent of the Supplier; and

(d) immediately advise the Supplier of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

18.3 The Supplier and the Client agree that nothing in sections 114(1) (a), 133 and 134 of the PPSA shall apply to these terms and conditions.

18.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

18.5 Unless otherwise agreed to in writing by the Supplier, the Client waives its right to receive a verification statement in accordance with section148 of the PPSA.

18.6 The Client shall unconditionally ratify any actions taken by the Supplier under clauses 18.1 to 18.5.

19. Cancellation

19.1 Notwithstanding any other agreement as to the terms of payment, any moneys owed by the customer to Logical.IT shall immediately become due and payable and Logical.IT shall have the right to forthwith cancel this contract (without prejudice to any other of its rights) upon the occurrence of any of the following events;

(a) the Customer ceases or threatens to cease to carry on business;

(b) the Customer enters into any negotiations for any arrangement or composition with its creditors;

(c) the Customer is unable to pay its debts (including contingent liabilities) as they fall due;

(d) the Customer becomes bankrupt or commits an available act of bankruptcy or, if a company, proceedings are taken for liquidation of the Customer;

(e) the Customer, being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Customer’s assets or which would entitle any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enters into a scheme of arrangement with its creditors or any class thereof;

(f) any distress or execution is levied against the Customer or its property;

(g) breach by the Customer of any other terms contained in this agreement.

19.2 Upon the happening of any one or more of the above events Logical.IT will be entitled to repossess and resell goods which remain the property of Logical.IT within the terms of clause 8. In any such case repossession of the goods shall not extinguish the debt owed by the Customer to Logical.IT.

19.3 Where goods are repossessed by Logical.IT, Logical.IT may on sell the goods and apply the sale proceeds as follows –

Firstly:

In payment of all costs, charges, payments and expenses incurred or payable by Logical.IT in the repossession and resale of the goods.

Secondly:

In payment of penalty interest payable under this Agreement.

Thirdly:

In payment of all moneys owed by the Customer to Logical.IT for goods and/or services provided by Logical.IT to the Customer.

Fourthly:

Any surplus funds then available shall be refunded to the Customer