These Hardware Terms apply along with the Matrix IT Hosted Terms and Conditions (General Terms) to the extent we provide Hardware to you under the Contract.
1.1 Unless otherwise agreed by us in writing, we shall deliver the Hardware to the Site(s) (being the location(s) specified in the Order Form) on or before the agreed delivery date. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
1.1.1 Any Hardware fees will be split between a deposit payable on signature of the Order Form, with the remaining balance payable in one payment, following delivery of the Hardware. The deposit amount will be either (i) the percentage specified in the Order Form, or (ii) shall be 50% if not specified.
1.2 If you fail to take delivery of the goods and Hardware on or before the agreed delivery date, then, except where that failure or delay is caused by our failure to comply with our obligations under the Contract:
1.2.1 Delivery of the Hardware shall be deemed to have been completed at 9:00 AM on the agreed delivery date; and
1.2.2 We shall store the Hardware until delivery takes place and charge you for all reasonable related costs and expenses (including insurance).
1.3 Title to all goods and Hardware shall remain with us until payment for the relevant goods and/or Hardware is received in full. Risk in Hardware will transfer to you on delivery.
1.4 Until title to the Hardware has passed to you, you shall:
1.4.1 Store the Hardware separately from all other goods and Hardware held by you so that they remain readily identifiable as our property;
1.4.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;
1.4.3 Maintain the Hardware in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
1.4.4 notify us immediately if you become subject to any of the events listed in Clause 2 of the General Terms; and
1.4.5 Give us such information relating to the Hardware as we may require from time to time.
1.5 If before title to the Hardware passes to you, you become subject to any of the events listed in Clause 11.2 (General Terms), then, without limiting any other right or remedy we may have, we may at any time:
1.5.1 Require you to deliver up all Hardware in your possession which have not been resold, or irrevocably incorporated into another product; and
1.5.2 If you fail to do so promptly, enter any premises of you or of any third party where the Hardware is stored in order to recover it.
1.6 We shall (as far as we are legally allowed to do so) pass to you the benefit of any manufacturer’s warranty provided with such Hardware.
1.7 We warrant that on delivery, and for a period of 6 months from the date of delivery (warranty period), the Hardware shall:
1.7.1 Conform in all material respects with their description and any applicable specification in an Order Form or otherwise provided in writing; and
1.7.2 Be free from material defects in design, material and workmanship.
1.8 Subject to paragraph 9 (Hardware Terms), if:
1.8.1 You give notice in writing to us within the warranty period within a reasonable time of discovery that some or all of the Hardware does not comply with the warranty set out in paragraph 6 (Appendix C); and
1.8.2 We are given a reasonable opportunity of examining such Hardware, we shall at our own option, repair or replace the defective Hardware, or refund the price of the defective Hardware in full.
1.9 We shall not be liable for the Hardware’s failure to comply with the warranty set out in paragraph 1.8 (Hardware Terms) if:
1.9.1 You make any further use of such Hardware after giving notice in accordance with paragraph 1.8.1 (Hardware Terms);
1.9.2 The defect arises because you failed to follow oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Hardware or (if there are none) good trade practice regarding the same;
1.9.3 You alter or repair such Hardware without our written consent;
1.9.4 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
1.9.5 The Hardware differs from its description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
1.10 Except as provided in these Hardware Terms), we shall have no liability to you in respect of the Hardware’s failure to comply with the warranty set out paragraph 1.8 above.
1.11 Our liability to you in relation to or arising from the supply of Hardware shall at no time exceed the Hardware Fees paid for the Hardware to which the claim relates.