Purchase of goods and services from TOLVA are subject to the following terms and conditions. By ordering, purchasing, or receiving goods or services from TOLVA, you accept the following terms and conditions, without limitation or qualification.
Basis of Contract
Unless otherwise agreed by TOLVA in writing, these Conditions apply exclusively to every contract for the sale of goods or services by TOLVA to the Customer and cannot be varied or supplanted by any other conditions without the prior written consent of TOLVA.
Any written quotation provided by TOLVA to the Customer concerning the proposed supply of goods or services is valid for the term stated on the quotation and is an invitation only to the Customer to place an order based upon that quotation. The Conditions may include additional terms in TOLVA’s quotation which are not inconsistent with these Conditions.
Charges & Payment
Payment for goods and services must be made by cash or cheque prior to the completion of the provision of goods or services unless the Customer has a credit account with TOLVA.
All TOLVA visits are chargeable and are charged in half hour units at the specific rate as outlined and agreed to by Customers Managed Services Agreement. Any part thereof is chargeable at the same rate as a full half hour. Call-out fees may be applied at rates dependent on the Customer’s location and/or Managed Services Agreement.
All goods supplied by TOLVA are charged separately from the services. Where there is any change in the costs incurred by TOLVA in relation to the goods or services, TOLVA may vary its price for goods or services on order to take account of any such change, without giving notice to the Customer.
Should the Customer default in payment by the due date of any amount payable to TOLVA, all money which would become payable by the Customer to TOLVA at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer.
TOLVA may, without prejudice to any other remedy available to it:
(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 4 per cent for the period from the due date until the date of payment in full;
(b) charge the Customer for all expenses and costs (including legal costs on a solicitor) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due;
(c) cease or suspend for such period as TOLVA thinks fit, supply of any further goods or services to the Customer;
(d) by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by TOLVA; without effect on the accrued rights of TOLVA under any contract.
These terms may also be relied upon, at the option of TOLVA:
(a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
(b) where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
Passing of Property
Until full payment in cleared funds is received by TOLVA for all goods supplied by it to the Customer, as well as all other amounts owing to TOLVA by the Customer:-
(a) title and property in all goods remain vested in TOLVA and do not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for TOLVA;
(c) the Customer must keep the goods separate from its goods and maintain the labelling and packaging of the goods; the Customer is required to hold the proceeds of any sale of the goods on trust for TOLVA in a separate account however failure to do so will not affect the Customer’s obligation to deal with the proceeds as trustee;
(e) TOLVA may without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of TOLVA, and for this purpose the Customer irrevocably licences TOLVA to enter such premises and also indemnifies TOLVA from and against all costs, claims, demands or actions by any party arising from such action.
Risk & Insurance
The risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately upon delivery of the goods to the premises nominated by the Customer.
Performance of Contract
Any period or date for delivery of goods or provision of services stated by TOLVA is intended as an estimate only and is not a contractual commitment. TOLVA will use its best reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services.
TOLVA resells hardware, software and services from a variety of suppliers. All such items supplied are so supplied with the original manufacturer’s or subcontractor’s warranty. TOLVA will not be responsible for any additional warranty and will not be liable for complying with the terms of such manufacturer’s warranties.
Except as specifically set out herein, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
Replacement or repair of the goods or resupply of the services is the absolute limit of TOLVA’s liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the goods or services or alternatively the sale, use of, storage or any other dealings with the goods or service by the Customer or any third party.
TOLVA is not liable for any program or data loss or damage by any Customer arising directly or indirectly from the provision of the goods or services.
Any replacement of parts under warranty will be carried out at the premises nominated by TOLVA. The cost and risk of transport of any defective part to the nominated premises is the responsibility of the Customer.
TOLVA is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
TOLVA will not be liable for any loss or damage suffered by the Customer where TOLVA has failed to meet any delivery date or cancels or suspends the supply of goods or services.
Nothing in the Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
TOLVA will not be responsible to the Customer or any third party for any breach of any software licence in respect of software provided to TOLVA by the Customer to be installed on a Customer’s computer. The Customer hereby indemnifies TOLVA against any loss, damage, costs, harm or other expense whatsoever arising either directly or indirectly as a result of TOLVA installing software at the request of the Customer.
If, through circumstances beyond the control of TOLVA, TOLVA is unable to effect delivery or provision of goods or services, then TOLVA may cancel the Customer’s order (even if it has already been accepted) by notice in writing to the Customer. If the Customer gives less than 2 hours notice to TOLVA to cancel any request for service for goods or services, then TOLVA may charge a cancellation fee of at least $100 for the loss and damage caused or the full quoted call out fee, whichever is greater.
In these conditions:
“Conditions” means these Conditions of Provision of Goods and Services;
“Customer” means a person, firm or corporation, jointly and severally if there is more than one, acquiring goods or services from TOLVA;
“goods” means goods supplied by TOLVA to the Customer;
“Express Service” means goods or services provided by TOLVA at the customer’s premises within two hours of the Customer requesting services from TOLVA;
“GPO” means the central Post Office in the nearest Capital City;
“Same Day Service” means services provided by TOLVA on the same day as the service is requested.
“services” means services supplied by TOLVA to the Customer