Tel: 01753 710000

ImediaT Ltd was incorporated in 1994. Since  then we have been dedicated to providing advice and expertise, quality products and excellent service to all of our customers.

Copyright © ImediaT Ltd. All Rights Reserved | All trademarks acknowledged | Built by ImediaT Ltd 2013 | All errors & omissions excepted

ImediaT Ltd

Unit 8 Portland Business Centre

Manor House Lane

Datchet, Berks. SL3 9EG

Phone: 01753 710000

Email: enquiries@imediat.co.uk

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Terms & Conditions of Supply

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Terms and Conditions of Supply

1. DEFINITIONS

"ImediaT" means the company or companies identified as ImediaT in your invoice or any other ImediaT affiliate, as the context requires.

"Customer" means the legal entity accepting ImediaT's written or oral quotation for the supply of Products or Services or whose order for Products or Services is accepted by ImediaT or the party otherwise commissioning the Services in each case as named on the Invoice.

"Invoice" means the document sent by ImediaT to the Customer, demanding payment for the Products or the Services and containing, recording and evidencing contractual terms relating to the Agreement.

"Price" means the charge for the Products or Services.

"Products" means goods sold by ImediaT pursuant to the Agreement, as specified on the Invoice.

"Agreement" means a contract for the supply by ImediaT to the Customer of the Products and/or the Services incorporating these terms and conditions.

"Third Party Products" means Products not manufactured or assembled or authored by ImediaT and supplied to ImediaT by third parties for resupply by ImediaT.

2. PRODUCTS AND SERVICES

1. ImediaT shall supply and the Customer shall purchase, the Products and/or the Services as principals only, to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Agreement.

2. The Products and Services are supplied subject to the terms and conditions of this Agreement to the exclusion of any other terms or conditions of the Customer and variations or amendments must be confirmed by ImediaT in writing.

3. DELIVERY, TITLE AND RISK

1. Risk passes on delivery. Title to Products passes to Customer when full payment is made and ImediaT shall be entitled at any time before title passes (without any liability):

I. to terminate Customer's right to use, sell or otherwise deal in Products;

II. to enter the premises of Customer and re-possess Products;

III. to use or sell Products.

4. ACCEPTANCE OF PRODUCTS

1. Unless Customer shall, within three days after delivery, inspect the Products and notify ImediaT, in writing, of any defects found, the Products shall be deemed to have been accepted on delivery.

5. PRICE AND PAYMENT

1. Payment shall be made in full within 30 days of the date of Invoice.

2. The Price of the Products and/or Services shall be ImediaT's quoted price or, where no Price has been quoted (or a quoted Price is no longer valid), the price listed in ImediaT's or for Third Party Products, the manufacturer’s published retail price list current at the date of the Customer's order and in any case as shown on the Invoice.

3. All Prices quoted in writing are valid for 10 days only. Oral quotations are valid only to the end of the business day upon which they are given.

4. All Prices for the sale of Products exclude ImediaT's charges for transport and insurance.

5. The Price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added Tax.

6. Time for payment is of the essence. ImediaT reserves the right to charge interest on sums overdue on a day to day basis, as well after as before any judgement, from the date or last date for payment thereof to the date of actual payment (both days inclusive) at the rate of 2.5% of the outstanding sum per month or part thereof compounded monthly. Such interest shall be paid on demand.

6. WARRANTY

1. In respect of Third Party Products, the Customer shall only be entitled to the benefit of any warranty or guarantee given by the Third Party manufacturer.

2. This warranty does not apply to defects resulting from improper or inadequate installation, use or maintenance; actions or modifications by unauthorised third parties or the Customer or accidental or wilful damage.

3. ImediaT does not give any warranty that the Products are fit for any particular purpose and this warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

7. LIABILITY

1. ImediaT shall indemnify the Customer fully and effectively against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of ImediaT, its employees, agents or sub-contractors, or by any breach of its contractual obligations.

2. The Customer shall indemnify ImediaT and keep ImediaT fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations.

3. Except in respect of injury to or death of any person, for which no limit applies, the respective liability of ImediaT and the Customer under sub-clauses 7.1, 7.2, in respect of each event or series of connected events shall not exceed £50,000 or the Price, whichever is the greater.

4. Notwithstanding anything else contained in the Agreement, ImediaT shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

8. FORCE MAJEURE

Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control and the party in delay shall be entitled to a reasonable extension of time for performance.

9. INTELLECTUAL PROPERTY RIGHTS

Each party will indemnify the other against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that the normal use or possession of the Products or Third Party Products or products supplied by the Customer for integration purposes (whether used separately or in combination) infringes the intellectual property rights (including without limitation any patent, copyright, registered design, design right or trade mark) of any third party.

10. CONFIDENTIALITY

Each party shall treat as it does its own trade secret information; all information obtained from the other pursuant to the Agreement which is marked "confidential" or the equivalent or has the necessary quality of confidence about it.

11. EXPORT CONTROL

The Customer acknowledges that the Products licensed or sold hereunder are subject to the export control laws and regulations of the USA and the European Union (EU). The Customer confirms that with respect to the Products, it will not export or re-export them, directly or indirectly either to:

I. any countries that are subject to USA or EU export restrictions (currently included, but not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, and Syria) or

II. any end user who has been prohibited from participating in the USA export transactions by any federal agency of the USA government.

The Customer also confirms that the Products will not be sold or licensed to an end user who the Customer knows or has reason to know will utilise the Products directly or indirectly in nuclear activities listed in US EAR 778.3(b)(1), (2) & (3), whether the items are specifically designed or modified for such activities. The Customer further states that the Products will not be destined for or used in the design, development, production or use of missiles or missile projects. The Customer further acknowledges that the Products may include technical data subject to export and re-export restrictions imposed by the USA and EU law.

12. TERMINATION

1. The Agreement may be terminated forthwith by written notice from either party if:

I. the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party's intention to terminate); or

II. the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.

2. The Agreement may be terminated forthwith by written notice from ImediaT if:

I. Customer fails to pay any sum due and such sum remains unpaid for 14 days after written notice from ImediaT that such sum has not been paid; or

II. Customer breaches or ImediaT has reason to suspect that Customer has breached Clause 15.

13. ENTIRE AGREEMENT

1. The Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

2. The Customer warrants to ImediaT that it has not been induced to enter into the Agreement by any prior oral representation (whether innocently or negligently made) except as specifically contained in the Agreement.

14. CONSUMERS

The statutory rights of a Customer dealing with ImediaT as a consumer as defined in the Unfair Contract Terms Act 1977 remain unaffected.

15. ASSIGNMENT

ImediaT may sub-contract all or any of its obligations under the Agreement to a competent third party. Except for this, neither party shall assign or otherwise transfer any of its rights or obligations.

16. NOTICES

1. Notices must be in writing and sent to the address of the recipient set out in the Agreement or the recipient's registered office or such other address as the recipient may designate.

2. Any such notice may be delivered personally or by first class prepaid letter, telex or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by telex or facsimile transmission when despatched.

3. Any notice concerning the validity or existence of the Agreement must be delivered personally or sent by Recorded Delivery first class letter post.

17. SEVERANCE

If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected.

18. LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

ImediaT Ltd. Unit 8 Portland Business Centre, Manor House Lane, Datchet, Berks. SL3 9EG. Tel. 01753 710000 Fax 01753 710001      (Rev 1.3 – 11/11/13)