COVERGOLD LIMITED CONDITIONS OF SALE

  1. In these Conditions, the Company shall mean Covergold Limited and the Buyer shall mean any person to whom the Company has agreed to sell.
  2. All goods are made available and sold under these conditions. Any conditions imposed by the Buyer that are inconsistent with these conditions are excluded from any contract to supply made between the Company and the Buyer. Changes to these conditions shall only be included in any contract to supply when evidenced in writing and signed by a Director of the Company.
  3. The specification of products is subject to alteration without notice.
  4. All prices/charges shall be those ruling on the date of despatch with the exception of those that are valid for special periods only.
  5. All published prices are subject to alteration without notice and are exclusive of VAT which is chargeable at the rate(s) ruling on the date of invoice.
  6. All prices quoted are based upon delivery by the normal transportation of the Company within the mainland of the United Kingdom and the Isle of Wight. Extra labour and/or special transportation arrangements will be charged over and above the quoted prices.
  7. All orders are accepted subject to goods being available in stock.
  8. All prices include appropriate packaging, which unless specified otherwise by the Company shall not be returnable.
  9. The cancellation of orders by the Buyer after delivery will be subject to a cancellation charge and only if the goods have not been used.
  10. The Buyer shall be required to sign a delivery not acknowledging receipt of any delivery.
  11. Except in the case of goods specified as requiring unpacking in the presence of our representative the Buyer shall notify the Company of discrepancy or damage to any delivery within three working days of receipt and furnish the Company with a written statement of claim within seven working days.
  12. The Company shall not be liable for the losses and/or consequential losses of the Buyer arising from failure to supply, delays in supply or defective goods.
  13. The Company shall not be liable for accidents to persons or damage to property in connection with the delivery of goods to the Buyer or through their subsequent use by the Buyer unless due to negligence of the Company, its servants or agents.
  14. The time of payment shall be stated on the invoice of the Company; and, it shall be of the essence of the contract. Failure to pay or failure to pay by the due date may be treated at the discretion of the Company as a repudiation of the contract. The Company reserves the right to charge interest on unpaid invoices at London Interbank rates plus 4%.
  15. Prices quoted exclude any exceptional costs incurred by the Company to obtain settlement of its account. All such costs shall be payable by the Buyer. In default of payment by the due date, any collection and/or legal costs incurred by the Company in the recovery of any outstanding monies shall be borne by the Buyer.

16a. For the purpose of Clause 16, “paid for in full” or “payment in full” shall mean payment in cash or in cleared effects but not bills of exchange, promissory notes or other negotiable or non-negotiable instruments.

16b. The property in any goods supplied to the Buyer by the Company shall remain vested in the Company until paid for in full.

16c. Pending the property in any goods passing to the Buyer, the Buyer shall have no right to pledge or in any way charge as security any good in which ownership remains with the Company. If the Buyer shall be in breach of this provision, all monies owing to the Company shall forthwith become due for payment.

16d. The Buyer shall be entitled to resell such goods in the normal course of its business and to pass title therein provided that the proceeds of sale of goods so resold and/or the benefit of any claim that the Buyer shall have against its own purchaser shall be received and held by the Buyer as trustee for the Company pending payment in full to the Company and the Company shall be entitled to trace all such proceeds of resale received by the Buyer through any bank or other account maintained by the Buyer.
16e. In the event that the Buyer shall not pay for any goods on the due dates for payment or if any of the events as specified in Clause 17 below shall occur or if the Buyer shall be breach of the provisions of Clause 16c, then in any such case the Buyer shall permit the Company, or its duly authorised agents or representatives at any time during normal working hours to enter upon its, the Buyers premises or other premises to which the Buyer has access where the Goods or any of them are stored to enable the Company to remove all or any of the Company’s Goods.

16f. Notwithstanding that the property in all Goods to be delivered to the Buyer by the Company shall remain vested in the Company until the Company has received payment in full, the risk of damage or loss of all or any such Goods shall pass to the Buyer forthwith upon delivery thereof to the Buyer and as from such date of delivery or deemed delivery the Buyer shall be liable to pay the Company the contract price for such Goods whether or not the same are lost or damaged prior to the date that the property therein shall pass to the Buyer.

16g. If Goods are destroyed by an insured risk prior to the same being paid for by the Buyer; the Buyer shall receive the proceeds of any such insurance as trustee for the Company.

  1. Without prejudice to any other rights that the Company may have for damages for breach of contract or otherwise against the Buyer, the Company shall be entitled to suspend all further deliveries under any contract if the Buyer shall have become insolvent or bankrupt or have made any arrangement with its creditors or shall have suffered a receiver to have been appointed over any of its assets or undertaking or shall have suffered an execution or distraint to be levied upon any of its assets or shall have failed to satisfy and judgement within seven days of the same becoming payable.
  2. This Agreement shall be binding upon and forceable against the Buyer and any liquidator or receiver of the Buyer or of its business assets or undertaking or any part thereof or in the event that the Buyer being an individual becomes bankrupt this Agreement shall be binding upon and enforceable against any trustee in bankruptcy of the Buyer.

 Product Support Agreement – Terms and Conditions

  1. ELIGIBILITY

 a) References to “equipment” and “software” are to the equipment and software specified overleaf.

 b) Only software supplied and loaded by Covergold Limited is covered by this Agreement and Covergold Limited warrants that the version of that software as stated overleaf was current on the date this Agreement was signed.

  1. TERM

This Agreement shall become effective on signing by The National Service Manager of Covergold Limited and shall continue in force until either:

a) The customer gives Covergold Limited 90 days written notice of cancellation to expire on the period end date of this Agreement.  In the event that no such notice is received, Covergold Limited will invoice the amount due for this cancellation period.

b) The customer fails to pay an invoice for the fees within 30 days of its receipt in which case Covergold Limited shall be entitled to terminate this Agreement.

  1. CONDITIONS OF SERVICE

 a) All service under this Agreement will be provided on the customer’s premises during the following business hours only:

  • Monday to Friday: 0900 to 1700 hrs.

 b) Where the customer wishes service to be provided outside these hours that service will be billed by Covergold Limited at their normal rate for overtime labour.

 c) For the cover type set out on the front page of the Agreement, but only during the hours set out in 3a) Covergold Limited shall:

  • provide scheduled maintenance visits based on the special needs of the equipment, as determined by Covergold Limited.
  • provide unscheduled on-call remedial maintenance as required following notification by the customer that the equipment is inoperative.
  •                         For a “C” Type Agreement – in addition to the above;
  • provide the replacement of all standard parts to maintain the equipment in good condition together with the labour and travel necessary.

 d) The customer is responsible for setting up and maintaining a procedure, which will allow reconstruction of data, which is lost or corrupted for any reason.

  1. SERVICE LIMITATIONS

 a) The following areas are not covered by this Agreement and will be the subject to a separate charge in respect of any repairs, replacement, maintenance or other work carried out by Covergold Limited when specifically requested to do so:

  • lamps, ink dyes, diskettes, paper, ribbons, imaging units, PPC drums, fuser rollers, glassware  and any other expendable supply items.
  • the service, repair or replacement of spares or attachments or modifications of the equipment that have either been installed by anyone other than an authorised Covergold Limited representative.
  • replacement of entire attachments, or purchase and installation of attachment of modifications to the machine or changing its functions.
  • labour, parts and any other expense necessary to repair damage caused by fire, water, accident, negligence or to alter or relocate equipment, including the use of consumable items not technically appropriate for use with the equipment.  When such work is required, an estimate will be submitted for approval before work is commenced.
  • software, unless specified overleaf in which case the service cover set out in 5 below will be provided.
  • any fault arising from a telecommunication or power failure; or
  • usage exceeding more than 40 hours per week.

 b) Covergold Limited shall not be liable for the failure to replace a part or parts where such part or parts are no longer available.  Where as a consequence of the lack of availability of such part or parts equipment is no longer functional Covergold Limited shall be under no obligation to replace that equipment.

  1. SOFTWARE SUPPORT

 a) In relation to any software specified overleaf, Covergold Limited agree to provide the following service cover:

  • telephone support with a one hour response to the call between the hours set out in 3a) above.  When deemed necessary by Covergold Limited on-site support will be provided at a pre-arranged time to the customer’s premises.  Travel time will be charged at the rate specified by Covergold Limited as amended from time to time.
  • the provision of Covergold Limited software upgrades if the customer’s hardware is able to run such upgrades. Software specified overleaf will be upgraded at a price to be agreed between the customer and Covergold Limited.

 b) In order that Covergold Limited may carry out the service cover specified in 5a) above, the customer shall permit Covergold Limited’s personnel full and free access to the equipment so as to perform any required diagnostics, modification or updates.

  1. WARRANTY

 a) Covergold Limited warrant that during the term of this Agreement the equipment and/or software will perform in accordance with the written specification unless any malfunction shall have been caused by:

  • the fault or negligence of the customer, its agents, employees, licensees or invitees or by any cause beyond the control of Covergold Limited.
  • any defect in the equipment arising from any drawing, design or specification supplied by the Buyer.
  • any defect arising from fair wear and  tear, wilful damage, negligence, abnormal working conditions, failure to follow Covergold Limited’s instructions (whether oral or in writing) misuse or alteration or repair of the equipment without Covergold Limited’s approval.

The warranty shall not apply where the total price for the equipment has not been paid by the due date for payment.

b) Covergold Limited’s sole obligation under this warranty shall be to correct any malfunction by repairing or replacing at its option any defective part or parts of the equipment or software.

7.  LIMITATION OF LIABILITY

a) The customer agrees that Covergold Limited shall not be liable for the breach of any warranty or condition either express or implied except for that contained in 6a) above.

b) Covergold Limited shall not be in default for any delay or failure in performance under this Agreement where such delay or failure is a result of any cause beyond the control of Covergold Limited including, by way of example, acts of God, riots, strikes, labour disputes, action or inaction where action is required from the customer, damage to or delays to equipment on route.

c) Covergold Limited shall not be liable for any direct or indirect or consequential loss rising from delay or failure to perform under this Agreement.

d) The customer shall indemnify and hold harmless Covergold Limited from any third party liability including all reasonable legal and other costs arising out of injuries to persons or damage to property resulting from or relating to the use or operation of the equipment and caused by the negligence or wilful misconduct of the customer’s agents, employees, licensees or invitees.

8. ENTIRE AGREEMENT

a) The benefit of this Agreement shall not be assignable by the Customer with out the Company’s prior written consent.

b) No credit will be given against the maintenance charge when a machine is taken off maintenance, unless a replacement machine is taken on to   Contract covering this period.

 c) This Agreement supersedes any prior proposals, agreements, commitments, or representation of any kind either oral or written with respect to Covergold Limited’s service obligations to the customer.

d) No waiver or change to the Agreement shall be effective unless made in writing and signed by the customer and Covergold Limited.

e) This Agreement shall only become effective once signed by the National Service Manager of Covergold Limited.

f) This Agreement shall be governed by and construed in accordance with English Law.

Version: December 2022