General Terms and Conditions of Business of Sirap Limited
1. DEFINITIONS
1.1 "Buyer" or “Customer” or “You/r” means the organisation or entity or person who buys Product/ or Services from the Seller.
1.2 "Seller" or “Our” or “We” or “Sirap” means Sirap Limited,Malta
1.3 “Product/s” means goods or services including but not limited to computer
hardware and software items to be provided by us to you in accordance with
these terms.
1.4 ‘Third Party Software’ means all software owned by or licensed to you from a
third party owner (whether or not supplied by us) and which comprises part
of the Products.
1.5 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable
1.6 "List Price" means the list of prices of the Products maintained by the Seller as amended from time to time.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of Products by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Sirap in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICING
3.1 Catalogues, price lists, Website and other advertising literature or material as used by Sirap are intended only as an indication as to the price and range of Products offered and no prices, descriptions or other particulars contained in them shall be binding on the Seller.
3.2 All prices are given by Sirap at the time of the order will indicate the terms. If no terms are indicated, pricing is ex-works and payable in advance. Buyer will be liable to pay for all transport, packing and insurance costs.
3.3 All prices are exclusive of Value Added Tax and any similar taxes unless clearly indicated otherwise in the quote, catalogue or website. Any applicable VAT or taxes are payable by the Buyer and will be levied in accordance with Maltese/EU legislation in force at the taxpoint date.
3.4 Sirap shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the maximum rate allowed by the laws ofMaltabut not less than nine (9) per cent per annum.
3.5 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.5.1 require payment in advance of delivery in relation to any Products
not previously delivered;
3.5.2 refuse to make delivery of any undelivered Products whether ordered
under the contract or not and without incurring any liability whatever
to the Buyer for non-delivery or any delay in delivery;
3.5.3 terminate the contract.
4. ORDER ACCEPTANCE
4.1 All orders placed with Sirap by the Buyer for Products shall constitute an offer to the Seller under these terms, subject to availability of the Products and to acceptance of
the order by the Sirap’s authorised representative.
4.2 All orders are accepted and Products supplied subject to these express terms
only. No amendment to these terms will be valid unless confirmed in writing by
the Sirap’s authorised representative on or after the date the contract is created.
4.3 It is agreed that these terms (or any amendments to them) prevail over Your
terms of purchase, unless otherwise agreed in writing by us.
4.4 Buyer cannot rely on statements made before the contract is concluded
unless they are made by the Sirap’s authorised representative and either:
(a) contained in any estimate (or covering letter) and not withdrawn before the
contract is made; or
(b) which expressly state that you may rely upon them when entering into the
contract.
2.5 Nothing in these terms affects or limits Our liability for fraudulent misrepresentation.
5. DESCRIPTION
Any description given or applied to the Products is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
6. INDEPENDENT CONTRACTOR
The relationship between the Buyer and the Seller is that of an Independent Contractor. Neither party is the agent of each other, and, neither party has any authority to make any contractor make any obligation expressly or implied in the name of the other party, without that party’s prior written consent for express purposes connected with the performance of the contract.
7. DESPATCH & DELIVERY
7.1 Any time or date quoted for dispatch or delivery is to be treated as an estimate only.
Despatch or delivery may be postponed because of conditions beyond Our reasonable
control, and in no event shall we be liable for any damages or penalty for delay in despatch or delivery. Time for delivery is not a material issue of the contract.
7.2 If delivery is through a third party, risk shall pass to the Buyer at the time the Products are despatched by the Sirap. We will accept no liability for any loss or damage caused by the carrier. If delivery is effected directly by the Our transport, the risk will pass to the Buyer at the time of delivery
7.3 Buyer must inspect the Products on delivery. If any Products are damaged (or
not delivered) you must notify Seller within one working day of delivery (or the
expected delivery time). If proof of delivery is required, this must be requested
within 14 days of the date of the invoice.
7.4 Sirap may split the delivery of an order into different batches. Each delivery is to be treated as a separate delivery.
7.5 Unless otherwise agreed in writing, delivery of the Products shall take place at the address specified by the Buyer or the last address available in the Our records. The Buyer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery.
8. TITLE
8.1 Title in the Products shall not pass to the Buyer until the Seller has been
paid in full for the Products.
8.2 Sirap retains the right to seek possession of the Products anytime after the Buyer has defaulted on payment.
8.3 The buyer will ensure that the Products are clearly identifiable as the Seller’s
Property and will ensure to maintain their good condition and value.
8.4 Buyer must insure all such Products (against the risks for which a prudent
owner would insure them) and hold the policy on trust for the Seller; and produce a
copy of the insurance policy upon request.
9. CANCELLATION AND RESCHEDULING
Unless otherwise agreed in writing, any request by the Buyer for cancellation of
any order or for the rescheduling of any deliveries will only be considered by
Sirap if made at least 12 hours before despatch of the Products, and shall be
subject to acceptance at Our sole discretion, and subject to the Seller’s reasonable administration charges. The Buyer hereby agrees to indemnify the Seller against all losses, costs (including the cost of labour and materials used and overheads
incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
10. PAYMENT TERMS
10.1 Sirap’s standard payment terms is cash on delivery
10.2 We may agree to change the standard payments and allow a credit limit and different terms of payment
10.3Invoices will be raised and dated by us on the date of Despatch of the
Products. Unless agreed otherwise, invoices are paid in advance if delivery is overseas and cash if delivery is local.
10.4 If Buyer has an account and a credit limit with the Seller, and unless agreed otherwise, the invoices will be payable within 30 days from the date of invoice. If not paid in full by the due date, interest at the maximum rate allowed by Law (but not less than 9pc per annum) will become due and is calculated (on a daily basis) from the date of invoice until payment; such interest to be compounded on the first day of each calendar month and payable both before and after any judgement (unless the court orders
otherwise).
10.5 Buyer must notify the Seller in writing within seven days of the date of invoice of
any errors (for example incorrect prices) in that invoice. If not, it is agreed that the invoice is correct and accurate.
10.6 If a credit account is in place, Seller may withdraw it or reduce the credit
limit or bring forward the due date for payment without notice.
10.7 Buyer does not have the right to set off any money claimed from the Seller against
any sums that Buyer might owe the Seller.
10.8 If Buyer is a debtor, Seller will claim a lien on any of any property in the Seller’s
possession.
10.9 Buyer may use such Products and sell them in the ordinary course of its
business, but not if:
a. Seller revokes that right (by informing you in writing); or
b. Buyer becomes insolvent as defined in clause 13.3 of these terms and conditions.
10.10 You must inform us (in writing) immediately if you become insolvent.
10.11 If Your right to use and sell the Products ends you must allow us to remove
them.
10.12 We have Your permission to enter any premises where the Products may be
stored:
10.13 at any time, to inspect them; and
10.14 to remove them, using reasonable force if necessary, after Your right to use
and sell them has ended.
10.15 Despite Our retention of title to the Products, we have the right to take legal
proceedings to recover the price of Products supplied should you not pay us
in full by the due date.
10.16 You are not entitled to pledge (or in any way charge by way of security for
any indebtedness) any of the Products which remain Our property, but if you
do so, all monies owing by you to us shall (without prejudice to any other of
Our rights or remedies) immediately become due and payable.
10.17 We reserve the right to stop supplying the Products to you at any time.
11. SPECIFICATION OF PRODUCTS
11.1 We will not be liable in respect of any loss or damage caused by or resulting
from any variation for whatsoever reason in the manufacturer’s specifications
or technical data of the Products. Will not be responsible for any loss or
damage resulting from curtailment or cessation of supply of the Products
following such variation. We will use Our reasonable endeavours to advise
you of any such impending variation as soon as we receive any notice of it
from the manufacturer.
11.2 Unless otherwise agreed, the Products are supplied in accordance with the
manufacturer’s standard specifications as these may be improved substituted
or modified.
11.3 We reserve the right to increase Our quoted or listed prices, or to charge
accordingly in respect of any orders accepted for Products of non-standard
specifications and in no circumstances will we consider cancellation of such
orders or the return of such orders.
12. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
12.1 You hereby acknowledge that any Intellectual Property rights in any Third Party
Software supplied and including, but not limited to, any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner or Patent owner or any owner of those rights.
12.2 You hereby acknowledge that it is Your sole responsibility to comply with any
terms and conditions of any licence attaching to Third Party Software supplied
and delivered by us (including if so required the execution and return of a
Third Party Software licence). Your failure to comply with such terms could
result in you being refused a software licence or having it revoked by the
proprietary owner. You further agree to indemnify us in respect of any costs,
charges or expenses incurred by us as a result of any breach by you of such
terms and conditions.
12.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENCED TO YOU UNDER THIS AGREEMENT IS TRANSFERRED TO YOU UNDER ANY CIRCUMSTANCES.
10. RETURNS
10.1 Goods sold are not returnable
10.2 Returns are subject to the following:
(a) prior authority having been obtained from us which will be given at Our sole
discretion;
(b) the request for a return must be made within 5 days of the date of the
invoice and the Products in issue must be returned within 2 days of the
authority to return;
(c) Our stock rotation policy;
(d) the Products must be properly packed;
(e) the Products must be in a saleable condition;
(f) the Products must be listed;
(g) the Products are still covered by warranty (see section 11).
10.3 We reserve the right to levy an administration charge of 15% (Minimum EUR 25.00) of the value of the product in respect of the rotation of Products and returns.
10.4 We reserve the right to reject any Products which do not comply with the
terms set out in clause 10.2 above.
10.5 If we agree to accept any Products returned which are not in a saleable
condition, we may charge the cost to you of bringing them into a saleable
condition.
10.6 No cash refund will be made for returned products but a credit note with a validity of 90days will be issued
11. WARRANTY
11.1 Sirap warrants that we have good title to or licence to supply all Products to you.
11.2 Specific warranty conditions shall apply for each product sold – these warranty conditions will be the manufacturer’s warranty forMaltaunless changed by Sirap and noted on invoice
11.3 If no warranty is indicated, the applicable warranty will be one year parts and labour for brand new products, three months parts & labour for spare parts if installed by Sirap and no warranty for second hand products or software
11.4 Unless specifically indicated, warranties are return to base – that is, Sirap workshop or Manufacturer’s RMA depot
11.5 Warranties will only be valid if the original invoice, receipt or other proof of purchase is submitted to Sirap and the product is clearly indicated.
11.6 Physically damaged, & marked products and/or absence of original packing and accessories will void the warranty
11.7 Repair or replacement under the terms of the warranty does not give right to extension of the existing warranty or a new warranty.
11.8 Any replacement product or component may be either new or like new or refurbished by the manufacturer, provided that its functionality is equal or superior to that of the product or component being replaced.
11.9 Warranty is void if warranty tags are removed or torn, if equipment is misused or if the environmental conditions are not as indicated by the manufacturer, such as poor ventilation, dust, bad electricity supply, humidity etc will damage the equipment and void the warranty.
11.10 Only the Hardware is covered by warranty – problems resulting from Operating Systems, application software, drivers etc are not covered and will attract a fee for labour to rectify the problem
11.11 Batteries (eg UPS etc) are not covered by a warranty
11.12 Power supplies, both internal and external are not covered by warranty if damaged due to problems in the electricity supply eg surge, fluctuation etc. Customers should use a good quality UPS to protect their equipment.
11.13 Printers: Where the Seller is an agent of the local brand distributor the Product warranty is determined by the distributor and communicated to the Buyer by Sirap.
11.14 Customer may take the printer directly to the distributor. Customers are advised that the use of compatible cartridges instead of original manufacturers' ink will void the warranty, if damage is attributable to these cartridges. Printer Ink Heads are not covered by warranty
11.15 Tampering of the equipment by unauthorised personnel other than Sirap technical staff, will void the warranty
11.16 Sirap will not be held responsible for any loss of data while the equipment is serviced or repaired. Backing-up of Data is the sole responsibility of the Customer
11.17 Customers may update drivers, bios etc by downloading same from the manufacturers. Sirap will not be held responsible for any damage resulting from improper installation of software or hardware.
11.18 If the hardware Products should prove defective in materials or workmanship
under normal operation or service, they will be repaired or replaced only in
accordance with any warranty cover or terms as provided by the
manufacturer of the Products, PROVIDED THAT no unauthorised modifications
to the Product or to the system of which the Product forms part have taken
place. We are not responsible for the cost of labour or other expenses
incurred in repairing defective or non-conforming parts if these are carried out by third parties without Our authorisation.
11.19 We reserve the right to test Products returned as faulty and to return to you
(at Your expense) any products found not to be faulty. In this case, we may, in
addition charge you Our costs of testing the Products.
11.20 All software Products supplied are supplied “as is”. Our sole obligation with
the supply of software Products is to use all reasonable endeavours to supply
a corrected version from the manufacturer concerned if the software Product
fails to conform to its product description. You must notify us of any such
non-conformity within 30 days of the date of delivery of the software Product.
11.21 We cannot accept any liability in relation to any losses, costs or expenses
which arise through any difficulty caused over date changes.
11.22 If the Products are rejected by you under any of these clauses we will only
accept the return of such Products as provided in clause 10. We will not
consider any claim for compensation, indemnity or refund under liability unless
it has been established or agreed with the manufacturer and, where applicable, the insurance company.
11.23 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 11, WE DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY
STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES
OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF
DEALING, USAGE OR TRADE PRACTICE.
11.24 These terms & conditions do not affect Your legal statutory rights
12. INDEMNITIES AND LIMITS OF LIABILITY
12.1 We will indemnify you for direct damage to property caused solely by defects
in any of the Products or which are caused solely by the negligence of Our
assigned employees acting within the course of their employment and the
scope of their authority. Our total liability of under this sub-clause shall be
limited to EUR100,000 for any one event or series of connected events.
12.2 Except as stated in clauses 12.1 above, we disclaim and exclude all liability to
you in connection with these terms including Your use of the Products. In no
event shall we be liable to you for special, indirect or consequential damage
including, but not limited to, loss of profits arising from loss of data or in
connection with the use of the Products.
12.3 You shall indemnify and defend us and Our employees in respect of any
claims by third parties which arise from Our performance or non-performance
pursuant to the instructions given by you or Your authorised representative.
13. TERMINATION FOR CAUSE
The contract may be terminated immediately by notice in writing:
13.1 if either party fails to perform any of its obligations under it and such failure
continues for a period of 14 days after written notice of it, by the other party;
or
13.2 by us if you fail to pay any sums due hereunder by the due date
notwithstanding the provisions for late payment as in clause 7.1 or if you
become insolvent.
13.3 We may treat you as insolvent if:
13.3.1 you are unable to pay Your debts as they fall due; or
13.3.2 you (or any item of Your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership,
liquidation, administration, voluntary arrangements (including a moratorium) or
bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or
purpose.
13.4 Any termination of the contract under clause 13 shall be without prejudice to
any other rights or remedies a party may be entitled to and shall not affect any
accrued rights or liabilities of either party.
14. EXPORT AND/OR RE-EXPORT LIMITATION
Regardless of any disclosure made by you to us of an ultimate destination for any
Products, you will not export or re-export any Products without first obtaining all such
written consents or authorisations as may be required by any applicable Government or International regulations.
15. CONTRACT
15.1 The headings in these terms are for ease of reference only and shall not
affect their interpretation or construction.
15.2 No forbearance, delay, indulgence by either party in enforcing its respective
rights shall prejudice or restrict the rights of that party, and no waiver of any
such rights or of any breach of any contractual terms shall be deemed to be a
waiver of any other right or any later breach.
15.3 You agree not to assign any of Your contractual rights without Our prior
written consent.
16. Purchases through the Sirap website
16.1 Once You have selected the Product/s, the details and price will appear in the Quick Cart in the top right hand corner of the screen.
16.2 You can review the Cart at any stage and increase the quantity or remove any selected Product/s.
16.3 To Check-Out, you need to register on the Sirap website, or if already registered, please login.
16.4 After checking that the Product/s listed are the selected item/s and You Check-Out, the system will ask You to select the Delivery method. Delivery fees might be applicable. Purchases for delivery outside of Malta cannot be concluded and paid before the delivery cost is communicated to the Customer by Sirap and a Proforma Invoice issued. Goods will only be shipped after receipt of funds unless credit terms are allowed
16.5 If applicable, the system will now include the delivery cost to the total bill and show on the screen. The purchase total is the amount You have to pay.
16.6 The next step is to identify the payment method, that is, whether to pay by PayPal, Cash of Delivery or make payment when picking up the products from the Sirap outlet indicated.
16.7 Once payment is made, the transaction cannot be cancelled unless agreed to by Sirap Limited.
16.8 Once the On-Line order is confirmed and all goods are in stock, and invoice is issued and a receipt is issued for the payment, unless payment is made on delivery or pick-up. The delivery appointment will be made through a telephone call or email and we will do our best to accommodate the Customer’s time schedule. Delivery will only be made to the specified address.
16.9 Orders received up to 12.00am, we will processed same day and an email will be sent to the customer indicating the approximate delivery date and time. Deliveries are not made on Saturdays, Sundays, Public Holidays and on any day when our offices are closed. Once you confirm the delivery appointment, please be available to avoid delays. Additional delivery fees might be levied if We have to come another time. Deliveries are carried out between 09.00Hrs up to 16.00Hrs.
16.10 Upon delivery, the customer is to check the goods and confirm acceptance by signing the Invoice/Delivery Note
16.11 Regardless of the payment method used, we can deliver the products anywhere in Malta or Gozo.
16.12 Delivery in Malta: Orders of €50 and above will be delivered free of charge. A fee of €4.00 will be charged for orders below €50.00
16.13 Delivery in Gozo: Orders of €100 and above will be delivered free of charge. A fee of €7.50 will be charged for orders below €50.00
16.14 Delivery outside Malta: Courier or Land freight service at cost to us. Sirap will issue a Pro-Forma Invoice for the cost of Products and freight and goods will only be shipped after receipt of funds.
16.15 If delivery of the products are required urgently, customers are to call our customer care on 21385911 – a fee may be charged for this service
16.16 Unless specified in this section, Our General Terms & Conditions apply
17. GENERAL
17.1 Although Sirap will continue to supply top quality products from reputable manufacturers and brands, compatibility with customers equipment is not guaranteed and it is the customer’s responsibility to research such issues before purchase. Sirap will endeavour to furnish customers with sound advice however fast changing technologies might make this difficult
17.2 Customers are advised to read the product manuals, particularly health and safety issues and warnings
17.3 It is the customers’ responsibility to check the goods on delivery
18. Force Majeure
No party shall be deemed to be in breach of these terms and conditions due to force majeure
19. Law and Jurisdiction
This contract will be governed by the laws ofMalta and both parties agree to submit to the non-exclusive jurisdiction of the Maltese courts or Arbitration.
20. Language
All transactions, information, orders and relative details, carried on the Sirap website will be in English language
Company registration no: C7395 Vat no: MT1052-8401 Trading Licence: 53/0458