Logic IT Standard Terms & Conditions of Sale
1. General
Welcome to the Logic IT Store. All Orders are placed and all Goods are supplied subject to these Conditions.
2. Definitions
In these Conditions, including clause 1 above, the following words shall have the following meanings:
“Company" means:
Logic IT, a company registered in Ireland (Company No. 348324), whose registered office is at 70 Richmond Park, Herbert Road, Bray, Co. Wicklow, Ireland.
“Conditions” means the Company’s standard terms and conditions of sale set out in this document.
“Contract” means a legally binding contract for the sale and supply of Goods made in accordance with clause 3 d. below.
“Customer" means any party to whom the Company may agree to sell Goods in accordance with the Conditions.
“Dispatch Confirmation” means the electronic or other written notice sent to the Customer by the Company detailing which of the Goods are about to be shipped.
“End Consumer” means any customer of a Customer.
“Force Majeure Event” means any event whatsoever beyond the reasonable control of the Company including, without limitation: an act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts of machinery; power failure or breakdown in machinery.
"Goods" means the articles or things (or any of them or any part or parts of them) described in the Order.
“Order” means an order for Goods placed by the Customer.
“Order Acknowledgement” means a written confirmation issued by the Company in the form of an electronic message acknowledging the Customer’s Order.
“Master User” means a user who has been authorised by the Customer to administer all user accounts for the Customer (including Authorised Users) including: adding new users, updating permissions, changing contact information and deleting Usernames.
Quote Creation Tool” means a facility provided by the Company which allows Customers to create their own quotes which can then be forwarded by the Customer to End Consumers
“Personal Data” shall have the meaning ascribed to it in the Data Protection Act 1998.
"Price" means the price of the Goods payable by the Customer as detailed in the Order Acknowledgement.
“RMA Number” means the Return Merchandise Authorisation number.
“Sales Quote” means a quote regarding the cost of certain goods provided to a Customer for information purposes only by the Company at that Customer’s request. A Sales Quote is not a Contract.
3. User Registration and Acceptance of Conditions
These Conditions include the terms of the Company’s Privacy Statement, which may be accessed from the Logic IT Store.
When the Customer registers through the Logic IT Store the Customer may create a customer username (“Username”) and password (subject to certain minimum security requirements). The Company will activate the Username and password that the Customer has selected for usage. The Customer must at all time keep the password and Username confidential.
The Customer must notify the Company immediately of any unauthorised use of the Username or password, or of any breach of security known to the Customer. The Company may require the Customer to change the Username and/or password for security reasons. If the Customer wishes to change the Username and/or password this may either be done by the Master User or the Customer may contact the Company to do so.
The Customer may appoint a Master User to administer the various Usernames relating to the Customer’s account. All Usernames are permission-based and the Customer (through the Master User) may control the level of permission associated with each Username. These include Sales Usernames (being a Username with access to view and queue Goods for purchase) and Purchasing Usernames (being a Username that can also place Orders). While the Company will use reasonable endeavours to ensure that any user accessing the Logic IT Store via a Sales Username will not be able to place an Order, the Company cannot ensure that such Order will not be placed and the Customer will remain liable for all Orders placed through its Usernames, whether Sales Usernames or Purchasing Usernames.
The Customer is responsible for all activities which occur under the Username and password (including, without limitation, the activities of any Master User and the placing of Orders), save where such activities occur as a result of the Company’s negligence.
4. Orders and Formation of Contract
An Order is placed when the following Order process (the “Order Process”) has been completed:
The Customer (acting through a Username) selects Goods and adds them to the ‘basket’;
The basket displays the estimated price of the Goods (subject to clause 5 below) and the estimated delivery charges;
If the Customer agrees to proceed with the Order Process the Customer enters its shipping details;
Delivery charges may change depending on the Customer’s shipping requirements (and subject to clause 7 b. below) and the basket will be updated accordingly;
The Customer then proceeds with the Order Process by clicking ‘checkout’ and selecting the relevant payment method in accordance with clause 14 below;
Once payment has been approved the confirmation page is displayed;
The Order Acknowledgement is then sent to the Customer.
The placing of an Order by a Customer constitutes an offer by the Customer to purchase the Goods subject to these Conditions.
All Orders are subject to availability of the Goods.
The Company will acknowledge receipt of the Customer’s Order with an Order Acknowledgement.
The Order will be accepted by the Company when the Order Acknowledgement is sent to the Customer. This acceptance shall create a Contract between the Customer and the Company which is subject to these Conditions.
The Company may provide Sales Quotes to Customers who specifically request them. Sales Quotes are provided by the Company for information purposes only. A Sales Quote is not a Contract.
5. Prices
The Goods displayed on the Logic IT Store, in catalogues, price lists and other advertising literature or material and information about those Goods contained therein is intended only as an indication of the price and range of Goods offered and shall not be binding on the Company.
Subject to sub-clause d. below, the Order Acknowledgement will confirm the Price payable by the Customer. The Company operates real-time price updating and therefore the indicative price of the Goods provided on the Logic IT Store at the time an Order is placed may differ from the Price set out in the Order Acknowledgement.
All quoted or listed prices are exclusive of Value Added Tax or any other taxes.
If prior to dispatch of Goods there is any increase in any way of such costs in respect of Goods which have not yet been dispatched, the Company shall notify the Customer of such price increase. The Customer shall then have the option to either proceed with the Order at the increased price or to cancel the Order.
6. Manufacturers' Specification
The Company will not be liable in any respect for any loss or damage caused by or resulting from any variation for what ever reason in the manufacturer’s specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavour to advise the Customer of any such impending variation as soon as it receives notice thereof from the manufacturer.
7. Carriage & Delivery
Except where expressly stated, prices do not include delivery charges to the Customer, and the Company reserves the right to levy a charge for delivery to any destination advised by the Customer. Delivery charges will be notified to the Company during the Order Process (subject to any increase in accordance with clause 7 b. below). Any times quoted for delivery are to be treated as estimates only. Whilst every endeavour will be made to meet these estimates for dispatch the Company shall not be liable in any manner whatsoever for failure to dispatch within the time quoted.
If prior to dispatch of Goods, there is an increase in the delivery charges, the Company shall notify the Customer of such increase.
Upon delivery of the Order the Customer should inspect the condition of the Goods and the conformance of the delivery to the Order. If any Goods received are visibly damaged then the Goods should be rejected by the Customer. If the Goods delivered do not conform to the Order then the Customer must report such non-conformance to the Company within 3 working days of delivery of the Goods.
8. Passing of Risk and Property
Risk in the Goods shall pass to the Customer on delivery.
Property in the Goods shall remain in the Company until payment in full in respect thereof has been made by the Customer.
If payment in full is not made in accordance with these Conditions, the Company may require the Customer to return the Goods forthwith. If such requirement is not immediately complied with the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the Customer and sever the Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.
9. Defects and Use
Save as herein expressly provided and save to the extent that the exclusion or restriction of liability may be prohibited by statute, the Company shall not be liable for any loss of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of the Goods. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof, unless otherwise agreed.
Where the Goods are rejected by the Customer for whatsoever reason, the Company will only accept the return of such Goods provided that it receives written notice thereof within three days of receipt of the Goods and provided that the Goods are returned to the company within the same three days. Any refunds will be made at the Company’s discretion less the amount incurred by the Customer for the delivery/ carriage charges both to the Customer from the Company and to the Company from the Customer. All Goods returned must include all original packing and manuals and must be returned in the same condition that it was dispatched to the Customer. Any damage or loss to either the Goods, packaging or manuals will effect the amount of refund to be made.
10. Product Warranties
In the case of defects or faulty workmanship in Goods or any parts thereof supplied but not manufactured by the Company, the Customer shall not be entitled to receive any greater benefit under these Conditions than shall be received by the Company under any guarantee or warranty given to the Company by the manufacturers or suppliers thereof. Where the Goods are covered by such a warranty the Company will, at its sole option, either: (i) repair the Goods; or (ii) give a replacement of equivalent quality; or (iv) issue credit to the Customer for any Goods found to be defective because of faulty maintenance by the Company or poor workmanship provided that
The Company is notified in writing within 7 days of the Customer first covering any such defects;
The Goods have been used in an appropriate manner and/or as prescribed in the operating instructions (if any);
The defective Goods are returned to the Company at the Customer’s expense;
Examination by the Company of such Goods discloses to its satisfaction that such defect exist and have not been caused by misuse, neglect accident, improper storage installation or handling or by repair or alteration not effected by the company;
The Goods have not been modified, repaired or otherwise interfered with other than by the Company; and
The Customer shall pay to the Company the cost (as certified by the Company) of any examination of such Goods as a result of which the Company denies liability.
11. Return of Goods
Return of Goods by the Customer will not be accepted by the Company unless and until a RMA Number is provided by the Company. All Goods must be returned in their original undamaged packaging with the RMA Number clearly displayed on the outside of the box. The Goods returned must be in good condition and include all parts and instruction manuals pertaining to the Goods which are being returned.
12. Limitation of Liability
Subject to clause c. below and save as herein expressly provided in these Conditions, the Company shall not be liable for any loss or damage of whatever nature or to whomsoever caused arising out of the use of Goods supplied by it (or the provision of Customer Quotes as set out in Clause 16 below) whether such liability arises in contract, tort (including without limitation negligence) or otherwise. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof.
In no event shall the Company be liable for consequential, special or indirect loss or damage, loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings, loss of data or use of data.
Nothing in these Conditions excludes or limits the Company’s liability for death or personal injury caused by its negligence or fraudulent misrepresentation.
13. Indemnity
The Customer shall indemnify the Company in full against and hold the Company harmless from all claims, costs, damages, liabilities, expenses (including but without limitation legal expenses) demands and judgements awarded against or incurred or paid by the Company as a result of or in connection with any and all of the Customer’s acts, inactions and or omissions and the acts, inactions and omissions of the Customer’s employees, agents and subcontractors.
14. Payment
Unless otherwise agreed in writing by the Company, where the Customer has been granted credit facilities by the Company, settlement terms are Net 30 days from the date of the invoice.
In the absence of credit facilities having been granted by the Company, payment for any Goods must be made by credit card in full at the time the Order is placed. Payment by credit card is subject to authorisation by the credit card issuer. If such authorisation is refused, the Company will not be liable for any delay or non-delivery of the Goods and the Order will be deemed cancelled.
All credit card payments are processed by our payment service provider Realex Payments. The Company does not store Customers’ credit card information on its servers. SSL encryptions is used when credit card payments are processed.
The Company reserves the right to suspend deliveries where payment is not received in accordance with sub-clause (a) above or in accordance with any alternative terms of payment agreed in writing.
Where payment is not made in accordance with the terms of sub-clause (a) above hereof the Customer shall pay interest on any unpaid amounts calculated at 3% above Bank of Irelands base rate for the time being in force calculated on a daily basis.
15. Customer Default, Cancellations and Re-scheduling of Deliveries
The Company reserves the right (without prejudice to any other rights or remedies the Company may have) to: cancel any incomplete Order; defer or cancel any Contract; cancel or suspend delivery of any Goods; cancel or suspend trading with the Customer; and/or demand immediate settlement in full of all outstanding invoices, if:
the Customer commits a breach of its obligations to the Company under these Conditions;
the Customer becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Customer;
the Customer ceases or threatens to cease carrying on its business; and/or
the circumstances or status of the Customer changes for whatsoever reason including, without limitation, litigation by the Company or other parties, or a detrimental change to the Company’s credit worthiness.
Requests by a customer for cancellation or amendment of any Order or for the re-scheduling of deliveries will only be considered by the Company if made in writing and shall be subject to the written acceptance of the Company or if cancelled or rescheduled at the request of the Customer, then the Customer shall indemnify the Company 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 the cancellation, amendment or re-scheduling thereof to be calculated at 5% of the value of the Order with a minimum of 30 Euro (or an equivalent amount in local currency, at the Company’s sole discretion).
If an Order is cancelled by the Company in the aforementioned circumstances, or is cancelled by a Customer then the Customer shall indemnify the Company against all loss, costs (including costs of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the Order and the cancellation thereof, (the Company giving credit for the value of any such materials sold or utilised for other purposes).
16. Quote Creation Tool
The Quote Creation Tool is a facility available to Customers through the Logic IT Store and may be used by Customers at their discretion. The Quote Creation Tool enables Customers to create quotes relating to products listed on the Logic IT Store which can then be sent onto End Consumers (“Customer Quotes”) by the Customer.
A Customer can create a Customer Quote using the Quote Creation Tool by first selecting a product and adding it to the basket. Once the basket is complete, the Customer chooses the option to create a quote. The Customer can then calculate a margin uplift (the amount of such uplift to be determined by the Customer) to the list price (being the price of the relevant products as listed on the Logic IT Store) of the products in the basket. Once the Customer Quote is complete the Customer can then save a local copy of it and send the Customer Quote directly to End Consumer(s).
The Customer acknowledges and agrees that it is solely responsible for the contents of any Customer Quote and any subsequent transaction with End Consumer(s) and that the Company shall have no liability in relation to such Customer Quotes or transactions. The Company shall not be bound by the terms of any Customer Quote. In particular, the Customer acknowledges and agrees that the list price of products referred to in any Customer Quote may vary from the time the Customer Quote was initially created and that any reduction in the margin uplift received by the Customer as a result of any list price increase shall be borne by the Customer.
When sending a Customer Quote to any End Consumer, the Customer shall not hold itself out, or otherwise represent itself, as being affiliated or otherwise connected with the Company.
The Customer shall indemnify the Company in full against, and hold the Company harmless from, all claims, costs, damages, liabilities, expenses (including but without limitation legal expenses), demands and/or judgements awarded against or incurred or paid by the Company as a result of or in connection with any sale to or use by End Consumers of any products which have been the subject of a Customer Quote.
17. Intellectual Property and the Logic IT Store
The names, images, pictures, logos and icons identifying the Company, or the Company’s Goods are, unless otherwise stated, the Company’s intellectual property. Other products, pictures, images, logos, and icons and company names mentioned on the Logic IT Store may belong to other companies.
All intellectual property rights in the design, content and arrangement of the Logic IT Store (including its text and graphics, all software compilations or underlying source code, and all other material on the Logic IT Store) are reserved by the Company or its content and/or technology providers.
Customers may not use any materials contained on Logic IT Store for any purpose other than placing an Order for the Goods and taking a copy of these Conditions which must be used strictly for the Customer’s own record.
Access to the Logic IT Store is on an "as is" basis and the Company gives no further warranties, express, implied or statutory including but without limitation, the implied warranties of satisfactory quality or fitness for a particular purpose of the Logic IT Store or the availability of the Logic IT Store and the Company shall be under no liability for any downtime or malfunction of the Logic IT Store.
18. Personal Data
Personal Data provided by Customers shall be dealt with in accordance with our Privacy Statement the terms of which are expressly incorporated in these Conditions.
19. Force Majeure
The Company shall not be liable to the Customer for failure to perform any or all of its obligations hereunder (including, without limitation, the cancellation by it of any Order or any unfulfilled part thereof or for effecting partial delivery) if performance by the Company is prevented or delayed whether directly or indirectly by a Force Majeure Event, whether or not such Force Majeure Event existed or was foreseeable at the date the Contract was created.
20. Non-standard Goods
Unless otherwise agreed the Goods are supplied in accordance with the Manufacturer’s standard specification. The Company reserves the right to increase its quoted or listed price or to change accordingly in respect of any Orders accepted for products of non-standard specification and in no circumstances will it consider cancellation of such Orders or the return of the Goods by the Customer.
21. Severability
If and to the extent that any provision or any part of the provision of the Conditions is found to be illegal, void or unenforceable for any reason, then such provision or part thereof (as the case maybe) shall be deemed to be severable from the remaining provisions or parts of the relevant provision (as the case maybe) all of which remaining provisions shall remain in full force and effect.
22. Waiver
The waiver by the Company of any breach of any term hereunder shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach of the same or any other term.
23. Contracts (Rights of Third Parties) Act 1999
An entity which is not expressly a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
24. Governing Law and Jurisdiction
These Conditions and the Contract shall be governed by and construed in accordance with the laws of Ireland in the English language, and the Customer agrees to submit to the non-exclusive jurisdiction of the Irish courts.
24. Variation
The Company may update or otherwise amend these Conditions from time to time. The Company shall, where possible, use reasonable efforts to bring such changes to the Customer’s attention; however, where the Conditions have been amended, the Customer’s continued use of the Logic IT Store shall constitute the Customer’s acceptance of such amendments