TERMS & CONDITIONS
In these conditions the following words have unless the context requires otherwise the meanings set out opposite them.
1.1 "The Company" shall mean Publica Holdings Corp;
1.2 "The Customer" shall mean any person firm or company or organisation to whom the Company agrees to sell "the Goods and / or Services";
1.3 "The Goods and / or Services" shall mean the Goods and / or Services (and any parts thereof) the subject matter of the contract as described in these conditions and (if appropriate) on the face of the Company's order acknowledgement form.
1.4 "The Manufacturer" shall mean the manufacturer of the Goods and / or Services.
1.5 "Reseller" shall mean any person or firm or company or organisation to whom the Company agrees to sell "the Goods and / or Services" for the purpose of resale to a third party or parties.
2.1 All contracts for the sale of the Goods and / or Services by the Company are made subject to these conditions of sale, which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customer's order form or other document delivered by the Customer which would if applicable conflict with these conditions or in any way qualify or negate the same shall be deemed to be inapplicable to the Company unless the same shall have been expressly agreed to in writing in a document signed by a Director of the Company. No other servant or agent of The Company has any authority to alter or qualify these conditions in any way.
2.2 The Company reserves the right by notice in writing to the Customer signed by a director of the Company to add to amend or vary these conditions at any time before acceptance of delivery of or payment for the Goods and / or Services whichever is earlier.
2.3 Acceptance of delivery of the Goods and / or Services or payment for the Goods and / or Services by the Customer to the Company shall itself constitute an acceptance of these conditions where acceptance has not been previously communicated to the Company.
2.4 Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.
3.1 The time for delivery is given as accurately as possible but is not guaranteed.
3.2 In the event that the Goods and / or Services are not delivered on the date stipulated then the Customer shall accept delivery of the Goods and / or Services within such further period which is reasonable in all the circumstances provided that if the Customer is of the reasonable opinion that such reasonable period has expired he shall give written notice to the effect to the Company stating his reasons for such opinion whereupon such reasonable period shall be deemed to expire 15 days after the service of such notice. The Customer shall have no right to claim damages or cancel the order for any delay in delivery not exceeding 15 days beyond such reasonable period.
3.3 The Company shall not be required to fulfil orders in the sequence in which they were placed.
3.4 Failure by the Customer to take delivery of or to make payment in respect of the Goods and / or Services or any one or more instalments of the Goods and / or Services shall entitle the Company to treat the whole of the contract as repudiated by the Customer.
3.5 Without prejudice to conditions 3.4 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery of the Goods and / or Services but shall be under no obligation to do so and where delivery is postponed by agreement otherwise than due to default by the Company the Customer shall pay the costs and expenses including a reasonable charge for storage and transportation occasioned thereby and payment for the Goods and / or Services shall be made on the date payment would have been due had delivery not been postponed.
4. Passing of Property and Risk
4.1 Risk shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration of the Goods and / or Services:-
4.1.1 If the Company delivers the Goods and / or Services by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods and/ or Services at the time when the Goods and/ or Services arrive at the place of delivery.
4.1.2 In all other circumstances at the time when the Goods and / or Services leave the Company's premises.
4.2 Title to the Goods and / or Services or any part thereof shall not pass to The Customer until:-
4.2.1 The Customer has paid to the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customers: or
4.2.2 The Company serves notice in writing on The Customer specifying that the title in the Goods and / or Services or any specified part thereof has passed to the Customer; and until title to the Goods and / or Services has passed to the Customer the Customer shall possess the Goods and / or Services or any part thereof as bailee of the Company and shall store the Goods and / or Services or any part thereof separately from other Goods and / or Services as to ensure that they are clearly identifiable as the property of the Company.
4.3 The Company shall be entitled to recover Goods and / or Services in respect of which title has not passed to the Customer at any time and the Customer hereby licenses the Company its officers employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that condition 4.2 is being complied with by the Customer or recovering any Goods and / or Services in respect of which title has not passed to the Customer.
4.4 The Customer shall only be at liberty to sell the Goods and / or Services hereunder prior to passing of title to the Customer on the understanding that that portion of the proceeds of the sale of the Goods and / or Services which represents the sums due to the Company here under belong to The Company and are held by the Customer on trust for the Company and are paid into a separate bank account designated as a trust account for The Company.
All prices are unless otherwise stated quoted net ex works exclusive of local purchase taxes. or other tax or duty relating to the sale or delivery of the Goods and / or Services Chargeable to the Customer and the cost of carriage and packaging if required by the Company shall be charged extra.
6. Terms of Payment
6.1 Unless otherwise agreed by the Company in writing payment for the Goods and / or Services shall be paid in full and received by the Company within 7 days from the date of delivery.
6.2 Where the Goods and/ or Services are delivered by instalments The Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these conditions.
6.3 In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy the Company has under these conditions and without prior notice to suspend all further deliveries or services or any contracts between the Customer and the Company and to charge interest on the amount outstanding at the rate of 4% above the base rate of the Bank of Canadian from time to time in force throughout the period the amount is outstanding. A cheque tendered by the Customer in payment shall not be treated as payment until the same has been cleared.
7. Cooling-Off Period and Cancellations
The Company offers the following cooling off period and cancellation policy:
7.1 When selling to the Customer by mail order, phone, fax, Internet or digital TV the Company gives the Customer a cooling-off period during which they have an unconditional right to cancel the contract.
7.2 In the case of Services, the cooling-off period normally ends seven working days after the day the order was made – or after written confirmation is received.
7.3 In the case of Goods, the cooling-off period normally ends seven working days after the day the goods are received.
7.4 The Customer must inform the Company in writing - by letter, fax or e-mail - of the Customer's decision to cancel.
7.5 Customers' money should be reimbursed as soon as possible – and in any case within a maximum period of 30 days.
7.6 The Company also invokes the exception of "goods made to the Customer's specification" where the Company reserves the right to deduct any reasonable out of pocket expenses from any potential refund.
7.7 All returns under the cooling off period are at the customer's expense and risk. The customer is responsible for ensuring that any goods being returned are appropriately packaged to avoid damage as credit can not be given for damaged goods. Proof of posting will not be accepted as proof of receipt.
7.8 This cooling off period shall not apply in respect of a Customer acting for purposes within the normal course of their business.
7.9.1 If the Customer withdraws any payments made via a bank, credit card or PayPal account (a "chargeback") the Customer may be subject to an administration fee of
and any related costs the Company incurs due to the chargeback will also be recharged to the Customer, should the Company deem the chargeback to be unfair. The Company also reserves its right to defend such chargebacks and recover the original monies from the Customer or the card issuer.
7.9.2 If a chargeback is made, the Company reserves the right to interrupt, suspend or cancel the Services. Such interruption, suspension or cancellation does not relieve the Customer from paying the original Prices which are overdue and payable to the Company.
8.1 The Customer undertakes and warrants the Company that the Manufacturer or an engineer authorised by the Manufacturer to carry out such installation will install the Goods and / or Services and upon completion of the installation the Manufacturer and / or the authorised engineer shall run a full diagnostic check on the system into which the Goods and / or Services have been installed. The Customer shall notify the Company immediately in the event of the diagnostic check not proving satisfactory. In the event that the Customer installs the Goods and / or Services in any other manner or takes delivery of the Goods and / or Services into its own stock then it does so at its own risk.
8.2 The Company shall not be liable for:-
8.2.1 Any defects in the quality or state of the Goods and / or Services unless such defect arises and the Customer gives notice in writing to the Company of this defect within 7 days of completion of the Manufacturers diagnostic check in accordance with 8.1 hereof.
8.2.2 Any loss or damage suffered by reason of use of the Goods and / or Services after the Customer becomes aware of a defect or after the Customers becomes aware of circumstances, which should reasonably have indicated the existence of a defect.
9.1 In the event that the Goods and / or Services or any part thereof are defective in quality or state or otherwise not in accordance with the contract then the Customer shall require in lieu of any legal remedy which may otherwise have been due to the Customer the Company to repair or supply satisfactory substitute Goods and / or Services and the Company provided the Customer has complied with the requirements as to notice contained in these conditions shall be obliged at its option to repair or to take back the defective Goods and / or Services and supply satisfactory substitute Goods and / or Services free of cost and within reasonable time. Upon the Company repairing the defective Goods and / or Services or supplying satisfactory substitute Goods and / or Services then the Customer shall be bound to accept such repaired or substitute Goods and / or Services and the Company shall be under no liability to the Customer in respect of any loss or damage whatsoever in arising from the initial delivery of defective Goods and / or Services or from the delay before the defective Goods and / or Services are repaired or the substitute Goods and / or Services are delivered.
9.2 In the event that the Goods and / or Services are not manufactured / serviced by the Company then:-
9.2.1 The Company will use its reasonable endeavours to assign to the Customer the benefit of any warranty or guarantee given by the Manufacturer.
9.2.2 Any recommendation by the Company of such Goods and / or Services shall not in any way make the Company liable in respect of such Goods and/ or Services.
9.2.3 The Company gives no assurance warranty or guarantee whatsoever that the sale or use of the Goods and / or Services will not infringe patent, copyright, registered design, design copyright or other intellectual property rights of any other person firm or company.
9.3 Insofar as the Goods and / or Services comprise second users the Company warrants that the Goods and / or Services are eligible for cover under the standard maintenance contract provided by the manufacturer.
10.1 The Company will indemnify the Customer for direct physical injury or death caused solely by defects in any of the Products or caused solely by the negligence of its assigned employees acting within the course of their employment and the scope of their authority.
10.2 The Company will indemnify the Customer for direct damage to property caused solely by defects in any of the Products or caused solely by the negligence of its assigned employees acting within the course of their employments and the scope of their authority. The total liability of The Company under this sub-clause shall be limited to
for any one event or series of connected events.
10.3 Except as stated in clauses 10.1 and 10.2 above. The Company disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer’s use of the products and in no event shall The Company be liable to the Customer 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. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability, are hereby excluded.
10.4 The Customer shall indemnify and defend The Company and its employees in respect of any claims by third parties, which are occasioned by or arise from any performance or non-performance by The Company pursuant to the instructions of the Customer or its authorised representative.
11. Confidential Information
The Customer shall treat as confidential all information supplied by the Company under this agreement, which is designated as confidential by The Company, or which is by its nature is clearly confidential.
If the Customer shall become bankrupt or unable to pay its debts or compound with its creditors in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for voluntary winding up for the purpose of reconstruction or amalgamation) or if a receiver is appointed of all or part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by a notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
13. Force Majeure
In the event that the manufacture or delivery of any of the Goods and / or Services is prevented or hindered directly or indirectly by fire, the elements, war civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuels, acts of terrorism notwithstanding that The Company has taken all reasonable steps to procure the same, shortage of labour, breakdown or partial failure of plant and machinery, late receipt of Customer specifications or other necessary information, acts, orders or regulations of Government delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of The Company then the time for the delivery of the Goods and / or Services shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture or delivery.
Any notice required to be given either by the Company or the Customer to the other shall be deemed to be properly served if sent by prepaid registered letter posted to the registered office or such address as may from time to time be notified to the other for this purpose and any notice served shall be deemed to have been served 24 hours after the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted.
Resellers shall be bound by the terms and conditions contained herein as well as by the terms and conditions of any other contracts entered into between Publica Holdings Corp and themselves. Should there be any conflict or disparity in full or in part between the terms and conditions contained within such contracts and the terms and conditions contained herein, the terms and conditions contained in such contracts shall take precedence over those contained herein.
This contract made hereunder shall be governed and interpreted according to
Law and the Company and Customer hereby submit themselves to the jurisdiction of the