Terms and Conditions

Outsource Training & Consultancy Terms and Conditions

1. Interpretation

1.1 In these Conditions the following words have the following meanings: "Customer" means the firm, organisation or company who purchases the Goods from OTC Ireland; "OTC Ireland" means Outsource Training & Consultancy (Company registration no: 388080) whose registered office is at Curraghtemple, Newtown, Nenagh, County Tipperary, Rep.of Ireland. "Contract" means any Contract between OTC Ireland and the Customer for the sale and purchase of the Goods, incorporating these Conditions; "Goods" means any Goods agreed in the Contract to be supplied to the Customer by OTC Ireland (including any part or parts of them); "Returns Material Authorisation" or "RMA" means the system used by OTC Ireland in order to trace and monitor all returned Goods.

1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as amended, consolidated, modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine and the neuter and references to the singular include the plural and vice versa as the context admits or requires. 1.4 In these Conditions headings will not affect construction.

2. Application Of Terms

2.1 Subject to any variation under Condition

2.3 the Contract will be on these Terms and Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract

2.3 These Conditions apply to all OTC Irelandís sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing between the authorised representatives of the Customer and OTC Ireland. Nothing in this Condition will exclude or limit OTC Irelandís liability for fraudulent misrepresentation.

2.4 Each order for Goods by the Customer from OTC Ireland shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

2.5 No order placed by the Customer shall be deemed to be accepted by OTC Ireland until a written acknowledgement of order is issued by OTC Ireland or (if earlier) OTC Ireland delivers the Goods to the Customer.

2.6 No order which has been accepted by OTC Ireland may be cancelled by the Customer except with the agreement in writing of OTC Ireland.

2.7 Any quotation is given on the basis that no Contract will come into existence until OTC Ireland dispatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that OTC Ireland has not previously withdrawn it.

2.8 All transactions are business to business transactions.

3. Description

3.1 The quantity, quality and description of the Goods shall be as set out in OTC Irelandís quotation.

3.2 All drawings, descriptive matter, specifications and advertising issued by OTC Irelandís and any descriptions or illustrations contained in OTC Irelandís printed materials, web pages or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

4. Delivery

4.1 Any dates specified by OTC Ireland for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.2 Subject to the other provisions of these Conditions OTC Ireland will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by OTC Irelandís negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.3 If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or OTC Ireland is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: 4.3.1 risk (including for loss or damage caused by OTC Ireland's negligence); will pass to the Customer; 4.3.2 the Goods will be deemed to have been delivered; and 4.3.3 OTC Ireland may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

5. Non-Delivery

5.1 Any liability of OTC Ireland for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. Risk/Title

6.1 The Goods are at the risk of the Customer from the time of delivery.

6.2 Ownership of the Goods shall not pass to the Customer until OTC Ireland has received in full (in cash or cleared funds) all sums due to it in respect of: 6.2.1 the Goods; and 6.2.2 all other sums which are or which will become due to OTC Ireland from the Customer on any account.

6.3 Until ownership of the Goods has passed to the Customer, the Customer must: 6.3.1 hold the Goods on a fiduciary basis as OTC Irelandís bailee; 6.3.2 store the Goods (at no cost to OTC Ireland) separately from all other Goods of the Customer or any third party in such a way that they remain readily identifiable as OTC Ireland's property; 6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 6.3.4 maintain the Goods in satisfactory condition and keep them insured on OTC Ireland's behalf for their full price against all risks to the reasonable satisfaction of OTC Ireland. On request the Customer shall produce the policy of insurance to OTC Ireland.

6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions: 6.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value; and 6.4.2 any such sale shall be a sale of OTC Irelandís property on the Customer's own behalf and the Customer shall deal as principle when making such a sale.

6.5 Without limiting any other right or remedy available to it, OTC Ireland may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the payment shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if: 6.5.1 The Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 6.5.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or 6.5.3 The Customer ceases, or threatens to cease, to carry on in business; or 6.5.4 OTC Ireland reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

6.6 OTC Ireland shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from OTC Ireland.

6.7 Until such time as the ownership in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), OTC Ireland may at any time require the Customer to deliver up the Goods to OTC Ireland, at the Customer's expense, and if the Customer fails to do so forthwith, enter any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

7. Price

7.1 Unless otherwise agreed by OTC Ireland in writing the price for the Goods shall be the price quoted by OTC Ireland. Where no price is quoted the price shall be the price set out in OTC Ireland's price list published on the date of acceptance of the Customer's order.

7.2 OTC Ireland reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to OTC Ireland which is due to any factor beyond the control of OTC Ireland (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instruction of the Customer or failure of the Customer to give OTC Ireland adequate information or instructions.

7.3 The price of the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the Goods.

8. Payment

8.1 Where the Customer has a credit account the Customer shall pay the invoice within 30 days of the invoice date. In all other cases, payment must be made before the Goods are delivered.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until OTC Ireland has received cleared funds.

8.4 All payments payable to OTC Ireland under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.5 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by OTC Ireland to the Customer.

8.6 If the Customer fails to pay OTC Ireland any sum due pursuant to the Contract the Customer will be liable to pay interest to OTC Ireland on such sum from the due date for payment at the monthly rate of 1Ĺ%, accruing on a daily basis until payment is made, whether before or after any judgment. OTC Ireland will be entitled to recover all expenses reasonably incurred in collecting the debt including legal fees.

8.7 Payment may be made by credit card. In this instance the credit card is debited when the order is placed, not on dispatch of Goods.

8.8 A charge of 3% of invoice amount will be made by OTC Ireland should the Customer decide to make a credit card payment for Goods already dispatched.

9. Communications

9.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission to: 9.1.1 OTC Irelandís registered office or such changed address as shall be notified to the Customer by OTC Ireland; 9.1.2 The Customerís registered office or to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to OTC Ireland by the Customer.

9.2 Communications shall be deemed to have been received: 9.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); 9.2.2 if delivered by hand, on the day of delivery; 9.2.3 if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

10. Quality

10.1 OTC Ireland warrants that (subject to the provisions of these Conditions) upon delivery, and for a period of 12 months unless otherwise stated from the date of delivery, the Goods will be free from defects in material and workmanship.

10.2 OTC Ireland shall not be liable for a breach of the warranty in Condition 10.1 unless: 10.2.1 the Customer gives written notice of the defect or failure to fulfill contract requirements to OTC Ireland within 5 working days from the date of delivery or (where the defect was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure and; 10.2.2 OTC Ireland is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by OTC Ireland) returns such Goods to Amplicon for the examination to take place.

10.3 OTC Ireland shall not be liable for a breach of the warranty in Condition 10.1 if: 10.3.1 the Customer makes any further use of such Goods after giving such notice or; 10.3.2 the defect arises from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow proper handling and packaging precautions or failure to follow OTC Ireland's verbal or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or; 10.3.3 the Customer alters or repairs such Goods without the written consent of OTC Ireland.

10.4 Subject to Conditions 10.2 and 10.3, if any of the Goods fail under the warranty in Condition 10.1 OTC Ireland shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if OTC Ireland so requests, the Customer returns the Goods or the part of such Goods which is defective to OTC Ireland. Any repair or replacement under these conditions will be warranted for the portion of the warranty period not expired.

10.4 Subject to Conditions 10.2 and 10.3, if any of the Goods fail under the warranty in Condition 10.1 OTC Ireland shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if OTC Ireland so requests, the Customer shall return the Goods or the part of such Goods which is defective to OTC Ireland. Any repair or replacement under these conditions will be warranted for the portion of the warranty period not expired and may result in an equivalent or higher specification product being given to the Customer.

10.5 If OTC Ireland complies with Condition 10.4 it shall have no further liability for a breach of the warranty in Condition 10.1 in respect of such Goods.

10.6 Products from OTC Ireland are not authorised for use as critical components in life support devices or systems.

11. Returns

11.1 If the Customer is a person who purchases Goods for private use and not in connection with any business the Customer may return any Goods it has purchased within 7 working days of delivery for any reason (including if the Customer simply changes its mind). To do so the Customer must notify OTC Ireland in writing or other durable medium within those 7 working days. The Customer will then be entitled to a refund from OTC Ireland, which will be paid as soon as possible, but in any event within 30 days of OTC Ireland receiving the Goods being returned by the Customer. The Customer must arrange for and pay the costs of returning the Goods to OTC Ireland. On request, OTC Ireland will collect the Goods from the Customer, but the cost of this will be charged to the Customer and OTC Ireland may deduct this from the refund. While in the Customer's possession, the Customer must keep any Goods it intends to return in good condition, and in accordance with Condition 6.3. This Condition does not apply to orders placed by any business or in connection with any business.

11.2 If the Goods to be returned consist of software, whether in the form of a compact disc, floppy disc, tape, DVD or similar means of storage, the packaging containing the software must not have been opened at any time. If it has been opened the Customer is not permitted to return it unless Condition 10 applies. for industry

11.3 We reserve the right to charge a 25% restocking fee at our discretion on any Goods returned to OTC Ireland, unless condition 11.1 applies.

11.4 The Customer agrees to take responsibility for all obligations imposed by the WEEE Directive and undertakes to fulfill these obligations in their entirety. This includes the obligation to dispose of WEEE at an Approved Authorised Treatment Facility as per the WEEE regulations, and passing the treatment evidence notes back to OTC Ireland.

12. Returns Material Authorisation

12.1 In order to process returned Goods, OTC Ireland uses an RMA system. Before returning Goods for any reason, which will be done at the Customerís expense, the Customer should contact OTC Ireland to request an RMA number. The Customer must give the reason for the return of the Goods, and if the Goods are still under warranty, provide the original invoice number and date of purchase.

12.2 When returning Goods, the Customer will ensure that they are suitably packed, taking into account electrostatic discharge precautions if appropriate, and that the packaging is marked with the RMA number. The Customer must not write the RMA number on the Goods.

12.3 OTC Ireland may refuse returned Goods and return them directly to the Customer, if they arrive without an RMA number.

13. Evaluations

13.1 In the event that a Customer decides not to buy the Goods and unless an alternative arrangement has been agreed in writing before the dispatch of the Goods, any Goods sent for a trial period of evaluation to a Customer by OTC Ireland, must be returned to OTC Ireland together will all accessories, packaging and manuals, taking into account electrostatic discharge precautions if appropriate, within 5 working days of the OTC Ireland dispatch date.

13.2 Goods returned outside the agreed deadline for returns may be not be accepted, or may incur a 25% restocking charge, at the sole discretion of OTC Ireland.

13.3 OTC Ireland will credit to the Customer the value of the returned Goods, subject to the deduction of any costs incurred in sending the Goods to the Customer, and bringing the Goods to a re-stockable condition.

13.4 The RMA procedure must be followed when returning any Goods.

14. Repairs

14.1 If any Goods require repairs, they must be returned using the RMA procedure set out in Condition 12. Details of any faults and details of any repairs that are required must be enclosed with the Goods.

14.2 No charges for repairs will be incurred where the Goods are under warranty and the terms of Condition 10 have not been breached. However we reserve the right to charge a fee when no fault is found and to take ownership of products to cover our repair or no fault found costs. 14.3 Repairs carried out, outside of warranty carry a 3 month warranty.

15. Intellectual Property

OTC Ireland shall indemnify the Customer against any claim for infringement of any patent, registered design, trade mark or copyright or other industrial or intellectual property rights which results from the use of any article of material supplied by OTC Ireland to the Customer and against all costs and damages which the Customer may incur. Provided always that the indemnity shall not apply to any infringement which arises or results from OTC Ireland following any design or instruction given by the Customer, or to the use of such article or material in a manner or for a purpose or in a foreign country not disclosed to OTC Ireland. Provided also that this indemnity is conditional on the Customer giving to OTC Ireland the earliest possible notice in writing of any claim being made or action threatened against the Customer and on the Customer permitting OTC Ireland at its own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.

The Customer on its part warrants that any design or instruction furnished or given by the Customer will not be such as will cause OTC Ireland to infringe any patents, registered design, trade mark or copyright or other industrial or intellectual property rights in the execution of the Contract. Reproduction of any part of OTC Irelandís printed material, or web site, without the written consent of OTC Ireland is strictly prohibited.

16. Limitation Of Liability

16.1 Subject to Condition 10, the following provisions set out the entire financial liability of OTC Ireland (including any liability for the acts or omissions of its employees, agents and sub-Contractors) to the Customer in respect of: 16.1.1 any breach of these Conditions; and 16.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

16.2 Nothing in these Conditions excludes or limits the liability of OTC Ireland for death or personal injury caused by OTC Ireland's negligence or fraudulent misrepresentation.

16.3 Subject to Condition 16.2: 16.3.1 OTC Ireland's total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and 16.3.2 OTC Ireland shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

17. Assignment

17.1 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of OTC Ireland. 17.2 OTC Ireland may assign the Contract or any part of it to any person, firm or company.

18. General

18.1 Each right or remedy of OTC Ireland under the Contract is without prejudice to any other right or remedy of OTC Ireland whether under the Contract or not.

18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, void ness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of the such provision shall continue in full force and effect.

18.3 Failure or delay by OTC Ireland in enforcing or partially enforcing any provision of the Contract will not be considered as a waiver of any of its rights under the Contract.

18.4 Any waiver by OTC Ireland of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach of default and will in no way affect the other terms of the Contract

18.5 The parties to this Contract do not intend that any terms of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

19. Commercial Tolerances

Dimensions and other physical characteristics of the Goods are subject to normal industry tolerances.

20. Call Recording

Calls to any number published by OTC Ireland may be recorded or monitored for the purposes of security and Customer care training.

21. Force Majeure

OTC Ireland reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of OTC Ireland including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to OTC Ireland to terminate the Contract.