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Terms & Conditions

General

All orders are accepted by Ideas In2 Action on these conditions of sale which supersede any other terms previously published, unless otherwise specifically agreed in writing on Ideas In2 Action headed documentation by a Director of Ideas In2 Action, these conditions of sale, design and development and service provision, override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the purchase order or during any negotiations or any course of dealing established between Ideas In2 Action and the Customer, and constitute the entire understanding between Ideas In2 Action and the Customer for the sale of products or services.

Offers and Acceptance

No obligation shall arise as a result of a quotation or any other offer, until Ideas In2 Action accepts the order from a Customer seeking to make a purchase.

Orders

After initial discussion with Ideas In2 Action, where possible orders should be made using a Customer’s reference number and/or your trade account number. We regret that we cannot confirm telephone orders until an official order has been received as hard copy.

Ideas In2 Action reserve the right to deliver part orders or hold orders, until all items are available as required, the only exception being when we have been requested to build a product to special order. If products are delivered to the customer by post, and this is delivered as part orders, only one mail handling charge will be levied in respect of the total order.

No order may be cancelled without the previous written consent of Ideas In2 Action on its headed documentation. In the event of part cancellation Ideas In2 Action reserves the right to charge the Customer for any difference in selling price applicable to the quantity despatched up to the time of cancellation.

Prices and VAT

Ideas In2 Action will make a quotation to customers prior to commencing work on any project. In general we will endeavour to conform to that price but reserve the right to alter prices at any time without prior notice (this would only take place in a situation such as a supplier increasing prices for components that were supplied to Ideas In2 Action). All prices that are quoted to customers are in £ Sterling. Currently VAT is not added to orders.

Inspection, Transit Delays and Non-Delivery

Ideas In2 Action will use reasonable endeavours to meet delivery estimates but cannot accept any liability whatsoever for failure to do so however arising. Failure to meet a delivery date where deliveries are by instalment shall not prejudice Ideas In2 Action’s right to make further deliveries by instalment under that contract. The Customer must inspect the products as soon as reasonably practicable after direct delivery and shall within 5 working days of such delivery, give notice to Ideas In2 Action in detail of any defect in the products or of any other complaint which the Customer may wish to make about Ideas In2 Action’s service.

No claim in respect of non-delivery of products will be considered unless written notification is given to Ideas In2 Action within 5 days from the date the products are invoiced.

Payment

  1. Please ensure that Cheques are made out to: IDEAS IN2 ACTION and are crossed "Payee Only"
  2. Online transactions only are not accepted at the moment although it our intention to provide this service at a future date.
  3. Credit Terms. Automatic credit account facilities are available to all schools and colleges registered in the UK. Credit Terms are available to other business customers subject to status and annual estimated purchases of more than £500. Payment is due 30 days from the invoice date without any deductions whatsoever. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to Ideas In2 Action, it shall be entitled to;
    1. Cancel the order and suspend dealings with that customer, school or college.
    2. Appropriate any payment made by the Customer to such of the products (or products supplied under any other order) as Ideas In2 Action may think fit
    3. Charge an administration fee for any legal or other actions required to recover monies due
    4. Charge interest on the unpaid amount from the due date at a rate of 4% per month.

Ownership

  1. The products shall be at the Customer’s risk as from delivery.
  2. In spite of delivery having been made property in the products shall not pass from Ideas In2 Action until:
    1. The Customer shall have paid the price in full; and
    2. No other sums whatever shall be due from the Customer to Ideas In2 Action.
    3. Until Property in the products passes to the Customer in accordance with clause [2] the Customer shall hold the products and each of them on a fiduciary basis as bailee for Ideas In2 Action. The customer shall store the products (at no cost to Ideas In2 Action) separately from all other products in it’s possession and marked in such a way that they are clearly identified as Ideas In2 Action’s property.
  3. Notwithstanding that the products (or any of them) remain the property of Ideas In2 Action the Customer may sell or use the products in the ordinary course of the customer’s business at full market value for the account of Ideas In2 Action. Any such sale or dealing shall be a sale or use of Ideas In2 Action’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principle when making such sales or dealings. Until property of the products passes from Ideas In2 Action the entire proceeds of sale or otherwise of the products shall be held in trust for Ideas In2 Action and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Ideas In2 Action’s money.
  4. Ideas In2 Action shall be entitled to recover the price notwithstanding that property in any of the products has not passed from Ideas In2 Action.
  5. Until such time as the property in the products passes from Ideas In2 Action the Customer shall upon request deliver up such of the products as have not ceased to be in existence or resold to Ideas In2 Action. If the Customer fails to do so Ideas In2 Action may enter upon any premises owned occupied or controlled by the Customer where the products are situated and repossess the products. On the making of such request the rights of the Customer under clause [4] shall cease.
  6. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Products that are the property of Ideas In2 Action. Without prejudice to the other rights of Ideas In2 Action, if the Customer does so all sums whatever owing by the Customer shall forthwith become due and payable.
  7. The Customer shall insure and keep insured the Products to the full price against ‘all risks’ to the reasonable satisfaction of Ideas In2 Action until the date that property in the Products passes from Ideas In2 Action and shall whenever requested by Ideas In2 Action produce a copy of the policy of insurance. Without prejudice to the other rights of Ideas In2 Action, if the Customer fails to do so all sums whatever owing by the Customer to Ideas In2 Action shall forthwith become due and payable.
  8. The Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of Ideas In2 Action, if the Customer fails to do so all sums whatever owing by the Customer to Ideas In2 Action shall forthwith become due and payable.

*General Descriptive Matter
Whilst every endeavour is made to ensure accuracy, all specifications, illustrations or other details contained in design drawings, schematics, program listings, sketches or circuit diagrams otherwise communicated to the Customer are intended merely to present a general idea of the product and nothing contained in any of them shall form part of the contract between Ideas In2 Action and the Customer.

If the description of any products not of Ideas In2 Action’s manufacture contained in any correspondence, varies from that of the manufacturer’s description, the manufacturer’s description will be deemed to be the correct description and shall take precedence over Ideas In2 Action’s description. The manufacturer’s description is available from Ideas In2 Action on request.

*Product Performance
Unless any product performance figures, tolerances or characteristics have been specifically and expressly warranted by Ideas In2 Action in writing on Ideas In2 Action headed documentation, Ideas In2 Action shall be under no liability whatsoever for any failure to attain such figures whether attributable to Ideas In2 Action’s negligence or otherwise. The responsibility for ensuring that products are sufficient and suitable for the Customer’s requirements is the Customer’s sole responsibility save insofar as Ideas In2 Action have specifically advised the Customer in writing on Ideas In2 Action headed documentation that the products are sufficient and suitable for the Customer’s purposes having been fully and accurately advised by the Customer of his requirements.

Warranty
Ideas In2 Action warrants that it will, at its option, replace products supplied by Ideas In2 Action in which under proper use defects appear, or repair the same, or refund or credit the purchase price thereof, subject to the claim being made in writing to Ideas In2 Action within 12 months after despatch or collection, or such other period as may be indicated by Ideas In2 Action for specific products from time to time, providing that products or parts to which the claim relates are returned to Ideas In2 Action within that period suitably packaged and carriage paid with all associated parts, accessories and literature and, where relevant, in accordance with any particular instructions which Ideas In2 Action may have notified to the Customer at the date of sale.

Returned products together with all associated parts and literature must be accompanied by a proof of purchase such as a receipt or an invoice in respect of the products and details of the nature of any claimed defect together with such further information as Ideas In2 Action may at the time of sale have stipulated. Any replaced products shall become the property of Ideas In2 Action.

Subject as expressly provided in these terms and conditions, and except where the products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Returns
Ideas In2 Action will only accept the return of products after giving the customer authority in writing or by email to return the goods.

Intellectual Property and Information

  1. Ideas In2 Action take all reasonable steps in the course of business to ensure that the products do not infringe any patent, design, trademark, copyright or any other rights of third parties.
  2. Ideas In2 Action own full copyright in respect of designs and product specifications that are supplied to customers; this includes all material however it may be published. As an example material published in paper or electronic form; such as CD-ROM, or on the Internet, by Ideas In2 Action fall into this classification. The reproduction, storage in a retrieval system, or transmission, in any form, or by any means whether it be electronic, mechanical, photocopy, recording or otherwise, in part or in whole, is prohibited without prior written consent from Ideas In2 Action.
  3. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the products purchased is retained and will not pass to the Customer. Such software programs may only be used in the products and must not be copied or altered or otherwise modified by the Customer.
  4. Ideas In2 Action reserve the right to record and use customer information supplied by the customer including telephone conversations with the customer.

*Limitation of Liability

  1. The Customer will be responsible for ensuring the fitness for purpose of the products for the Customer’s application unless the purpose is previously notified to Ideas In2 Action in writing.
  2. Ideas In2 Action accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense arising from errors in information or advice provided whether or not due to Ideas In2 Action’s negligence or that of its employees, agents or sub-contractors save for any loss or damage arising from personal injury.
  3. Ideas In2 Action shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of contract with the Customer, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Ideas In2 Action, its employees or agents or otherwise) which arise out of or in connection with the supply of the products or their use or resale by the Customer.
  4. The entire liability of Ideas In2 Action under or in connection with the contract with the Customer shall not exceed the price of the products except as expressly provided in these terms and conditions.

Force Majeure
Ideas In2 Action shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of Ideas In2 Action’s obligations in relation to the products, if the delay or failure was due to any cause beyond Ideas In2 Action’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Ideas In2 Action’s reasonable control:

  1. Act of God, explosion, flood, tempest, fire or accident;
  2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  4. import or export regulations or embargoes;
  5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Ideas In2 Action or of a third party);
  6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  7. power failure or breakdown in machinery.

Law
Any sales transacted by Ideas In2 Action Education Ltd, is to be governed solely by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.

Consumer Protection
Nothing contained herein shall affect a Customer’s statutory rights if he/she ‘deals as a consumer’ as defined in Section 12 of the Unfair Contract Terms Act 1977. Particular reference is made to clauses marked *.

© Amethyst Consultancy Ltd. 2004-2015
For all products and systems designed by us on behalf of our clients the company's terms and conditions apply.