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IAG Technology Ltd Standard Trading Terms

IAG Technology Limited, Unit 4 Leaches Farm Business Centre, Bicester Road, Aylesbury, Bucks HP18 0RF registered in England and Wales with Company No 4537418

IAG Technology shall operate on the understanding that you are in agreement with these Terms and Conditions of Business, unless you notify us otherwise.

  1. General
    1. We reserve the right to make minor changes to this Agreement from time to time. Any major changes will only be made with written agreement between you and a Director of the Company.
    2. We may, as your agent, directly or through an intermediary ask another contractor ("Third Party Contractor") to carry out some or all of any work which you instruct us to carry out for you. We shall pay the reasonable charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will ensure that the Third Party Contractor fees which are recharged to you are in line with the fees we will have quoted to you, had we done the work ourselves. We will take all reasonable care in selecting and instructing a Third Party Contractor.
    3. These conditions shall form the basis of the contract between the Company and the Buyer in relation to the sale of Goods or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
    4. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Company pursuant to these Conditions.
    5. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
  2. Prices
    1. The price for the supply of goods and services is set out as quoted on the Company’s confirmation of order. We shall invoice you on delivery. Invoiced amounts shall be due and payable once the goods have been delivered.
    2. The price of the goods and services is exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point. The price is also exclusive of any carriage, packaging and insurance costs.
  3. Title and Risk
    1. Risk shall pass on delivery of the Goods to the Buyer’s address. As soon as we have delivered the goods or services, you will be responsible for them and we will not be liable for their loss or destruction. Therefore, you would need to take necessary steps to insure the items. If you delay a delivery, our responsibility for everything other than damage due to our negligence will end on the date we agreed to deliver them.
    2. Notwithstanding the earlier passing of risk, title of the Goods shall remain with the Company and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
    3. Until title passes the Buyer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
    4. The Company may at any time before title passes and without any liability to the Buyer:
      • Repossess and dismantle the use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
      • For that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer or any other premises where the Goods have been placed.
    5. The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
  4. Ownership of the Goods

    You will only own the goods once they have been successfully delivered and when we have received cleared payment in full. Goods supplied are not for resale.

  5. Delivery
    1. Delivery of Goods shall be made to the Buyer’s address unless instructed otherwise. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery. It is important that this address is accurate. Please be precise about where you would like the goods left if you are out when we deliver. We cannot accept any liability for any loss or damage to the goods once they have been delivered in accordance with your delivery instructions (unless this is caused by our negligence).
    2. We will aim to deliver the goods by the date quoted for delivery but delivery times are not guaranteed. If delivery is delayed due to any cause beyond our reasonable control, the delivery date will be extended by a reasonable period and we will contact you to arrange an alternative time.
    3. The Company shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods or any delay in the provision of Services. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the Contract.
    4. If the Company fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
  6. Acceptance of the Goods
    1. The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
    2. The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Company within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
    3. Where the Buyer has accepted, or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
  7. Carriage

    Carriage will be charged on all deliveries. The cost of delivery is available from the Company upon request. The cost of all returns, including Goods under warranty, shall be the responsibility of the Buyer.

  8. Performance
    1. We will supply and install the items within a reasonable time.
    2. If in our opinion it is not reasonably practicable for any reason to carry out any of the work we are instructed to carry out, we shall be entitled to refrain from carrying out or completing such work and will consult with you as to what if any work is to be undertaken. We will, if requested by you, provide a written explanation as to why any work is not considered to be reasonably practicable.
    3. If the cost to us of carrying out the work is subsequently increased by reason of increases in the cost materials and/or labour and/or any other factor outside our control, then we shall notify you before undertaking any work to which the increase will apply. If you require us to discontinue the work, you shall only be required to pay us for the work already carried out.
    4. where we are commissioned to put together a design board and write software for a client the Company shall own the Intellectual property created.
    5. Where a prototype is designed and produced for a Buyer and then signed off by the Buyer it is agreed by both parties that this is a prototype and will work accordingly. If it then does not work as expected by the Buyer and amendments are necessary, despite meeting the specification to which it was signed off, then the Buyer would need to pay for any extra work required to make changes to the prototype. These services are bespoke and as such may need to be “worked on” to reach the desired result. The Buyer is responsible at all times to ensure that all firmware and hardware received works straight away. We will not be liable at a later stage for anything identified as working incorrectly that was not brought to our immediate attention upon receipt of the product. This includes any software bugs which should be identified straight away to us.
  9. Payment

    The price for the goods and/or services and installation shall be payable no later than 30 days from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified will incur interest that will accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

    The Buyer shall pay all accounts in full and not exercise any rights of set–off or counter-claim against invoices submitted by the Company.

  10. Warranties and Liability
    1. We warrant that as at the date of delivery the goods and all their component parts, where applicable, correspond to the description given by the Company in the confirmation of order. Any additional warranties described in the specification document are manufacturers’ warranties only.
    2. We warrant that the services and installation performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
    3. Except for death or personal injury caused by our negligent acts or omissions we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement. The Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the terms of any Contract for any consequential loss or damage (whether for profit or otherwise), costs, expenses or any other claims for compensation whatsoever which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
    4. You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach or default in the discharge of your obligations.
    5. Where we need to carry out work on your premises and/or install equipment, we will not accept liability for the cost of repairing or replacing parts of your existing system which occurs due to faults in your system unless we have been negligent in not realising that such damage may occur or in the way we did the work.
    6. In the event of our losing or damaging your goods, we will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide you with a full refund if we have been negligent.
    7. Nothing in this Agreement shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents or sub-contractors.
    8. The Company shall be under no liability in respect of any defect in the Goods arising from any drawings, design or specification supplied by the Buyer.
    9. It is the sole responsibility of the buyer to ensure no instructions contravene copyright law and no claims in this respect shall be brought against the Company.
    10. The Company shall be under no liability to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations under the contract for reasons beyond its control.
    11. The Company shall be under no liability in respect of any defect arising from fair wear and tear , wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.
  11. Cancellation

    Cancellation of orders for Goods will not ordinarily be accepted. Cancellation of orders for Services will not ordinarily be accepted once work has been scheduled. In the event that cancellation is agreed for whatever reason, the Buyer shall compensate the Company for all costs, expenses and losses incurred including loss of profits. we reserve the right to cancel the Agreement between us if:

    1. we have insufficient stock to deliver the goods you have ordered; or
    2. one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.
  12. Returns

    No goods may be returned without the prior agreement of the Company, including Goods under warranty. Advance replacement of faulty Goods must be paid for in full, credit for the faulty items will be given only when it has been received and inspected by the Seller.

  13. Invalidity

    If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.

  14. Governing Law and Juristiction

    Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England and Wales.

  15. Entire Agreement

    This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

  16. Third Party Rights

    Nothing in this Agreement is intended to, nor shall it, confer any rights on a third party.

  17. Customer Services
    1. To protect your own interests please read the conditions carefully before signing them. If you are uncertain as to your rights under them or you want any explanation about them please write to us or telephone us at our office.
    2. If you are unhappy with any aspect of our service, please contact us. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.
  18. Data Protection

    You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.