- Order Acceptance
- Independent Contractor
- Cancellation and Rescheduling
- Payment Terms
- Specification of Products
- Proprietary Rights in Software Products
- Indemnities and Limits of Liability
- Export and/or Re-Export Limitation
- Force Majeure
- Law and Jurisdiction
This page (together with the documents referred to on it) contains the terms and conditions on which Ingenea supplies any of the Products listed on its website www.solidmastermind.com/www.ingenea.com(“the Website”) to the Customer. Please read these terms and conditions carefully before ordering any Products from our site. The Customer should understand that by ordering any of our Products he/she/it agrees to be bound by these terms and conditions. The Customer should print a copy of these terms and conditions for future reference.
If the Customer refuses to accept these terms and conditions, he/she/it will not be able to order any Products from the Website.
Definitions back to top
1.1 “Customer” means the party who wishes to purchase Products and to whom Ingenea Limited may agree to supply products in accordance with these terms and conditions.
1.2 “Ingenea” means Ingenea Limited of The Atrium, Curtis Road, Dorking, Surrey, RH4 1XA or any subsidiary or associated company.
1.3 “Products” means goods or services including but not limited to computer hardware and software items and the support thereof to be provided by Ingenea to the Customer in accordance with these terms and conditions.
1.4 “Third Party Software” means all software owned by or licensed to the customer from a third party owner (whether or not supplied by Ingenea) and which comprises part or all of the Products.
Order Acceptance back to top
2.1 All orders placed with Ingenea by the Customer for Products shall constitute an offer to Ingenea, under these terms and conditions, subject to availability of the Products and to acceptance of the order by Ingenea or its authorised representative.
2.2 All orders are accepted and Products supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by Ingenea ’s authorised representative.
2.3 It is agreed that these terms and conditions prevail over the Customer’s terms and conditions of purchase unless these latter terms and conditions are agreed in writing and signed by Ingenea.
Independent Contractor back to top
3.1 The relationship between Ingenea and Customer is that of independent contractor. Neither party is the agent of the other, and neither party has any authority to make any contact or make any obligation expressly or impliedly in the name of the other party, without that party’s prior written consent for express purposes connected with the performance of this Agreement.
Despatch back to top
4.1 Any time quoted for despatch is to be treated as an estimate only, but despatch may be postponed because of conditions beyond Ingenea’s’ reasonable control, and in no event shall Ingenea be liable for any damages or penalty for delay in despatch or delivery.
4.2 Risk shall pass to the Customer at the time the Products are delivered.
4.3 If Products have not been received, the customer must notify Ingenea within 7 (seven) days of the date of the invoice. If proof of delivery is required, this must be requested within 14 (fourteen) days of the date of the invoice.
4.4 If the Products includes provision of services, Ingenea will ordinarily commence work as soon as practicable after it has accepted the Customers order, this may be within 7 days after Ingenea has accepted the order.
Cancellation and Rescheduling back to top
5.1 Subject to clause 9.2 any request by the Customer for cancellation of any order or for re-scheduling will only be considered by Ingenea if made at least 12 hours before despatch of the Products and before the commencement of provision of any services within the Product, and shall be subject to acceptance by Ingenea at Ingenea’s’ sole discretion, and subject to a reasonable administration charge therefore by Ingenea. The Customer hereby agrees to indemnify Ingenea against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or re-scheduling.
5.2 Notwithstanding clause 5.1 but subject to clause 5.4, if the Customer is contracting as a consumer, he/she/it may cancel an order at any time within seven working days, beginning on the day after the Customer received the Products. In this case, Ingenea will process the Customer’s request as soon as practicable and in any event within 30 days and the Customer will receive a full refund of the price paid for the Products but the Customer will be responsible for the cost of returning the Products to Ingenea.
5.3 To cancel a Contract, the Customer must inform Ingenea in writing and return the Product(s) to Ingenea immediately, in the same condition in which the Customer received them, and at the Customer’s own cost and risk. The Customer has a legal obligation to take reasonable care of the Products while they are in his/her/its possession. If the Customer fails to comply with this obligation, Ingenea may have a right of action against the Customer for compensation.
5.4 The Customer will not have any right to cancel a Contract for the supply of any of the following Products:
• services which Ingenea has commenced work on;
• Products made to the Customer’s own specification;
• computer software that the Customer has unsealed.
Prices back to top
6.1 Catalogues, price lists and other advertising literature or material as used by Ingenea are intended only as an indication as to price and range of goods offered, and no prices, descriptions or other particulars contained therein shall be binding on Ingenea.
6.2 All prices are given by Ingenea at the time of the order on an ex-works basis and the Customer is liable to pay for carriage costs.
6.3 All quoted or listed prices are based on the cost to Ingenea of supplying the Products to the Customer. If before delivery of the Products there occurs any increase in any way of such costs in respect of Products which have not yet been delivered, the price payable may be subject to amendment without notice at Ingenea’s’ discretion.
6.4 All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Customer and will be applied in accordance with UK legislation in force at the tax point date.
Payment Terms back to top
7.1 Unless otherwise agreed by Ingenea, payment for all Products must be by credit or debit card at the time of the order. If the Customer’s order is accepted, Ingenea will confirm acceptance to the Customer by electronic means (“Confirmation”) to the email address the Customer has given to Ingenea. An email from Ingenea merely acknowledging receipt of a Customer order is not Confirmation.
7.2 The Customer undertakes that all details he/she/it provides to Ingenea for the purpose of purchasing Products are correct, that the credit or debit card, or any electronic cash, which the Customer uses is his/her/its own and that there are sufficient funds or credit facilities to cover the costs of such products. Ingenea reserves the right to obtain validation of the Customer’s credit or debit card details before supplying the Products.
7.3 The Customer shall not be entitled to withhold or set off payment of any amount due to Ingenea under the terms hereof whether in respect of any claim by the Customer in respect of goods supplied by Ingenea or for any other reason which is contested or for which liability is not admitted by Ingenea.
7.4 Without prejudice to Ingenea’s right to enforce payment, if the Customer fails to make payment as hereinbefore provided Ingenea shall be entitled to charge interest on any balance outstanding form the date the same become due for payment at the rate for the time being payable on High Court Judgement debt pursuant to Section 17 of the Judgements Act 1838.
7.5 If at any time the Customer (being an existing credit account customer) being a company shall alter its constitution or being a sole trader or Partnership shall become incorporated or amalgamated with others or change its constitution i.e. its membership it shall be the duty of the Customer to give prior written notice to Ingenea of the intended change (should the Customer wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with a new entity shall be in the sole discretion of and only deemed undertaken by Ingenea if a written acknowledgement and acceptance is issued by any authorised representative of Ingenea.
Title back to top
8.1 Title to Products shall pass to the Customer only when all prices, taxes and charges due in respect of the Products have been paid and received by Ingenea in full.
8.2 Until such time as the title in the Products passes to the Customer, the Customer shall hold the Products as Ingenea’s’ fiduciary agent and bailee, and shall keep the Products properly stored, protected and insured and identified as Ingenea’s’ property.
8.3 Until such time as the title in the Products passes to the Customer, Ingenea shall be entitled at any time to require the Customer to deliver up the Products to Ingenea and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
8.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness for any of the Products which remain the property of Ingenea, but if the Customer does so, all monies owing by the Customer to Ingenea shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
8.5 Ingenea reserve the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, Ingenea reserve the right to withdraw any credit facility such that the whole of the Customers account becomes due for payment forthwith.
Specification of Products back to top
9.1 Ingenea will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specification or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. Ingenea will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any notice thereof from the manufacturer.
9.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified. Ingenea reserves the right to increase its quoted or listed price, or to change accordingly with respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of the Products.
Proprietary Rights in Software Products back to top
10.1 The Customer hereby acknowledges that any proprietary rights in any Third Party Software supplied thereunder including but not limited to any title or ownership right, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.
10.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of license attached to Third Party Software supplied and delivered by Ingenea (including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify Ingenea in respect of any costs, charges or expenses incurred by Ingenea at the suit of a Third Party Software owner as a result of any breach by the Customer of such conditions.
10.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENSED TO THE CUSTOMER UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.
Returns back to top
This clause 11 shall not prejudice the rights of Customers contracting as a consumer.
11.1 Ingenea reserves the right to levy any administration charge in respect of returns.
11.2 Returns must be made subject to the following:-
(a) prior authority having been obtained from Ingenea which will be given at Ingenea’s sole discretion;
(b) Ingenea must be informed of any shipping/packing errors within 3 working days of the invoice;
(c) the Products must be properly packed including all necessary items i.e. cable, disks and manuals;
(d) the Products must be in a saleable condition;
(e) the Products must display a returns number (RMA), valid for 14 (fourteen) days, and returned to the correct address in its original box;
(f) the Product is covered by warranty (see section 12)
11.3 Ingenea reserve the right to reject any Products returned which do not comply with the conditions set out in clause 11.2.
11.4 If Ingenea nevertheless agrees to accept any Products returned in a non-saleable condition, Ingenea reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition.
Warranty back to top
12.1 Ingenea warrants that it has good title or licence to supply all Products to the Customer.
12.2 If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the Products PROVIDED THAT no unauthorised modifications to the Products or to the system of which the Product forms a part have taken place. Ingenea is not responsible for the cost of labour or other expenses incurred in repairing or replacing defective or non-conforming parts.
12.3 All software products supplied hereunder are supplied “as is” and the sole obligation of Ingenea in connection with the supply of software Products is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that any such software Product should fail to conform to its Product description PROVIDED ALWAYS THAT the Customer notifies Ingenea of any such non-conformity within 90(ninety) days of the date of delivery of the applicable software Product.
12.4 If the Products are rejected by the Customer as not being in accordance with the Customer’s order pursuant to clause 12.2 or 12.3, Ingenea will only accept the return of such Products provided that it receives written notification thereof giving detailed reasons for rejection. Ingenea will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable with the insurance company.
12.5 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 12, INGENEA DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY STATURE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
Indemnities and Limits of Liability back to top
13.1 Except as otherwise expressly provided in these terms and conditions, to the extent permitted by law, Ingenea excludes all warranties (whether implied or express) to the Customer in connection with the Products including the Customer’s use of the Products and in no event shall Ingenea be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits or arising from loss of data or in connection with the use of the Products. The maximum liability of Ingenea in relation to any breach or defects in the Products shall be the price of the relevant Product.
13.2 Nothing in these terms and conditions shall exclude Ingenea’s liability in relation to death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
Termination back to top
This agreement may be terminated forthwith by notice in writing:
14.1 By Ingenea if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions for late payment.
14.2 If either party fails to perform any of its obligations under this agreement and such failure continues for a period of 14 (fourteen) days after written notice thereof, by the other party.
14.3 If either party is involved in any legal proceedings concerning its insolvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a Receiver appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this agreement forthwith.
14.4 Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
Export and/or Re-Export Limitation back to top
15.1 Having regard to the current statutory and other United Kingdom government regulations in force from time to time and, in the case of Products manufactured in the United States of America, to the current export rules and regulations of the United States Department of Commerce in force from time to time and regardless of any disclosure made by the Customer to Ingenea of an ultimate destination for any Products, the Customer will not export or re-export directly any Products without first obtaining all such written consents or authorisations as may be required by any applicable government regulations.
Interpretation back to top
16.1 The headings in this agreement are for ease of reference only and shall not affect its interpretation or construction.
16.2 No forbearance, delay or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
16.3 The Customer agrees not to assign any of its rights herein without the prior written consent of Ingenea.
16.4 In the event of any of these terms and conditions or any part of any of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
Force Majeure back to top
17.1 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control.
Notice back to top
18.1 All notices given by you to us must be given to Ingenea Limited at The Atrium, Curtis Road, Dorking, Surrey, RH4 3QB or . We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
Law and Jurisdiction back to top
19.1 These terms and conditions shall be governed and constructed in accordance with English law. Any dispute or claim arising out of or in connection with this agreement or its formation (including non-contractual disputes and claims) shall be subject to the exclusive jurisdiction of the Courts of England and Wales.