General Terms and Conditions

Definitions:

1. 1. ‘Company‘ Means Couno Limited (Co. No.7340631) of 1386 London Rd, Leigh-on-Sea SS9 2UJ, hereinafter referred to as ‘Couno’.
   2. ‘Client‘ means the customer placing the order for goods or services from Couno.
   3. ‘Goods‘ means all, equipment, software or services which are subject to the client’s order and are to be supplied to the client by Couno by these conditions.
   4. ‘Services’ means services between the client and the ‘Company’.
   5. ‘Third Party’ Any person or legal entity other than one of the ‘Parties‘
   6. ‘Group Company‘ means a subsidiary of Couno, subsidiary as defined by s.736 Companies Act 2006.
   7. ‘Force Majeure‘ any cause preventing Couno from per forming any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of Couno including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of Couno or otherwise), protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors.

2. Orders:
   1. There should be no binding agreement between the client and Couno until the client’s order has been accepted in writing by Couno. Any prior indications by Couno made verbally shall be provisional only.
   2. All orders are accepted subject to the availability of goods and to these conditions. No terms or conditions put forward by the client shall be binding by Couno.
   3. The client accepts these conditions and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking, or understanding of any kind. If the client requests a change or cancellation of an order, Couno reserves the right to reject the change or cancellation or accept it and charge 5% of the order value.
   4. No cancellation will be accepted in respect of orders for items not normally stocked by Couno. Any such items would be specifically ordered for the company and will be held by Couno at the client’s risk and the client shall insure accordingly.
   5. No quotation of Couno shall constitute an offer and all quotations shall lapse after 14 days but may be withdrawn by notice any time. Error and omissions accepted.

3. Delivery and acceptance:
   1. Whilst Couno will endeavor to meet agreed delivery dates, no date for delivery can be guaranteed and Couno shall in any event be liable for any delay in delivery however caused. Dates and time quoted by Couno are estimates only and any delay in meeting delivery dates shall not give rise to cancel the order or to paying damages.
   2. The client shall note any claim or short delivery and/or damage to components or packaging on the delivery schedule at the time of delivery and shall confirm such claims in writing, to Couno within 1 days from the date of delivery. All goods are deemed delivered and completed if such notice is not received within such period.
   3. Couno reserves the right to make part deliveries. Any request by the client, for Couno to delay or split delivery may result in a stock holding charge and any additional costs incurred by Couno being payable by an invoice to the client.

4. Terms of Payment:
   1. The prices shown on Couno quotation/price list are those in force on that date, but Couno reserves the right to modify prices to take account of increased costs in particular, resulting from any revaluation of currency, increase or change in tax, duty or other impost, or legislation passed after the date of quotation and prior to delivery.
   2. Payments will due on receipt of goods or on presentation of the invoice unless other terms have been agreed by the parties, in writing, prior to delivery.
   3. No payment will be deemed to have been received until Couno has received cleared funds.
   4. The client shall not be entitled to withhold payment of any amount due to Couno in respect of any claim or damage to goods or any alleged breach of contract by Couno, nor shall the client be entitled to any right of set-off.
   5. Couno will be entitled to withhold performance of Services and reclaim any items of Equipment that it has hired to the client in the event that the client fails to make payments. Any Couno Group Company shall be entitled to exercise this right in the event of non-payment by the client to another Couno Group Company under a Contract. Any Couno Group Company shall be entitled to set-off or otherwise appropriate any payment made by the client to that Couno Group Company to such of the invoices for any Goods or Services provided by another Couno Group Company, despite any proposed alternative appropriation by the client.
   6. Any installment of the price, which is overdue and unpaid, shall carry interest at 5.5% per month and will be handed over to a professional debts collection agency appointed by Couno
   7. In the case of goods, hardware, software, and or consumables sales that exceed the value of £500, Couno reserves the right for payment of no less than 50% of the value, or full payment to be paid before Couno dispatches of these goods.

5. General:
   1. In these conditions equipment shall refer to each item of equipment/product to be supplied as described in Couno quotations.
   2. The entire contract of sale shall be subject to these conditions. No addition to or modification or waiver of the terms herein shall be accepted unless made in writing and signed by an authorised officer and signatory of Couno. No forbearance or indulgence shown or granted by Couno with regard to any provision herein shall be deemed to be waiver of the provision itself.
   3. For the purpose of these conditions the client will be the entity upon whose premises and for the purpose of whose business equipment is supplied, whether or not the consideration shall be paid by such client or at such client’s request by some third party such as a finance house, bank or some other organisation as a result of a hire purchase agreement or credit sale agreement between the client on one part and such third party.

6. Warranty:
   1. The client acknowledges that Couno is not the manufacturer of the goods. Couno will pass onto the client such unexpired warranties it receives from the manufacturers of the goods as are capable of transfer and Couno’s liability shall be limited to such guarantee as it may receive from the manufacturer. In particular no warranty is given in respect of the documentation or goods or services not provided by Couno.
   2. Software products are by their very nature susceptible to imperfections in operation and subject to clause “Warranties” no warranty is given in respect thereof.
   3. Couno’s obligations and liabilities in respect of the goods shall be limited to those set out expressly herein and Couno specifically excludes but without limitation the implied conditions of satisfactory quality and fitness for any particular use or purpose. Couno shall have no liability whatsoever in respect of any advice/or information which has be given to the client by Couno relating to goods, configuration or otherwise.
   4. The client shall insure that any warranty and maintenance service performed on goods is performed by a qualified representative authorised by the manufactures to offer warranty and maintenance on these goods.
   5. Without prejudice in the event of Couno being shown to have been negligent in the supply of goods or the provision of services its liability.
      1. In respect of any defect in or failure of goods or for the loss of damage attributable thereto or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such goods which under inspection by Couno appear to be defective and in any events Couno’s maximum aggregate liability arising in respect of the supply of goods or services shall be limited to the original VAT exclusive price for such goods or services.
      2. The client is advised to keep in force a keep a maintenance contract in respect of the goods.

7. Conditions

1. 1. Couno shall not be liable for any consequential loss whatsoever and howsoever arising from defective software, hardware or ‘Services’, defective service or defects in or non-delivery of any product used in the services or supplied as part of the storage, breakdown, failure, of any software or hardware or any part however caused or occasioned nor arising from any delay in carrying out repairs or maintenance of use recommended by the manufacturer of this equipment.
   2. Couno reserves the right to withhold ‘Services’ in the event of the customer failing to make any due payment. In this event, the customer is in breach of the agreement.
   3. The client shall during the subsistence of this agreement allow any authorised representative of Couno access to the equipment, software and hardware, to carry out Couno’s obligations to this agreement and to inspect the equipment for any purpose associated with the terms of this agreement at any time during the client’s normal working hours.
   4. Couno shall be under no liability under the agreement if the equipment, hardware and software is repaired by any persons other than an authorised representative of Couno, or if accessories and supplies used with the equipment are not approved by the Couno.
   5. Couno shall not be held in breach of contract if the ‘SLA’ has not been met due to other factors of impediment of ‘Services’.

8. Returns:
   1. Any faulty goods supplied by Couno must be returned to Couno complete with original packaging and accompanied by a returns form and a number issued by Couno.

9. Force Majeure
   1. Couno will be deemed not to be in breach of the contract, quotation, agreement or otherwise liable to the client in any manner whatsoever, for any failure or delay in performing its obligations beyond their control due to Force Majeure.

10. Retention of Title:
    1. Couno and the client expressly agree that until Couno has been paid in full for the goods or services supplied after this date or under any sales contract between the sales parties, where monies remain outstanding from the client or any associated or subsidiary or holding company or the client or from any director or shareholder of the clients company or any such company.
    2. All equipment and services shall remain the property of Couno, and the client as bailee of Couno, will store the same for Couno in a proper manner without charge and in such a way that the goods are clearly identified as begin the property of Couno, notwithstanding that the risk therein shall pass to the client on dispatch.
    3. Title shall not pass until the client has paid all sums due in connection with all goods and services to Couno as the supplier at any time.
    4. At any time Couno may recover from the client the equipment remaining in the clients possession and for the purpose thereof may enter upon any premises of or occupied by the client or any third party (with consent of that third party)
    5. The risk in the equipment shall pass to the client on dispatch, thereafter the client shall take responsibility for the satisfactorily care and protection of the equipment and shall take out at its own expense adequate and comprehensive all risks cover on the equipment (with a note of Couno interests endorsed thereon) until Couno has received payment of the price in full.

11. Configuration:
    1. Couno will configure and install goods to the specification provided by the client at the time of order at such rates as they notify to the client from time to time.
    2. Couno will use reasonable care and skill in performing such installation/configuration and will perform such services within a reasonable time.
    3. In the event the client changes the specification for such installation/configuration Couno reserves the right to require payment for implementing such changes at rates notified to the client from time to time.

12. Confidentiality
    1. Each party will keep confidential any and all Confidential Information that it may acquire in relation to the other.
    2. The party in receipt of the Confidential Information (“the Receiving Party”) will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Receiving Party will ensure that its officers and employees comply with the provisions of this Condition 8.
    3. The obligations on the Receiving Party set out in Condition 12.1 and 12.2 will not apply to any information which:
       1. Is publicly available or becomes publicly available through no act or omission of the Receiving Party; or
       2. The Receiving Party is required to disclose by order of a court of competent jurisdiction.
    4. The Customer must promptly provide Couno with all information and co-operation, which Couno may reasonably require to enable it to carry out its obligations under the Contract.

13. Non-Solicitation
    1. No Party shall during the term of this Agreement and for a period of 18 (eighteen) months following its termination, persuade, induce, encourage or procure any employee employed by or on behalf of any of the other Parties (“Non-Recruiting Party”), and which employee is directly involved in the execution of this Agreement, to become employed by or contracted to or be associated directly or indirectly in any manner whatsoever with the Party or in any business of the Party that is similar to or competitive with the Non-Recruiting Party’s business.
    2. Should a Party be in breach of the provisions of article 13.1, the soliciting Party shall pay to the non-soliciting Party within 30 (thirty) days of receipt of notice to that effect, a fee by way of compensation and costs of recruitment and training associated with the replacement of such personnel member and the Parties agree that such conduct shall constitute a material breach of the provisions of article 13.1 and that the amount contemplated herein shall constitute pre-estimated damages to be suffered by the non-soliciting Party as a result of the breach of this article 13.

14. Law
    1. The terms herein shall be subject to and construed in accordance with the laws of England in all respects as English contract subject to the jurisdiction of the English Courts. The uniform laws on international sales shall not apply.