Terms & Conditions

Purchase Terms & Conditions Supplied with Quote

The following definitions will apply in this Agreement:

• “Agreement” means Customer Terms & Conditions Supplied with Quote.
• “Customer” means Customer and its affiliates.
• “Deliverables” means goods or services, or both.
• “EOS” means EOS IT Solutions Ltd, 40, Creevy Loop, Banbridge. Co. Down, BT32 3FE, or EOS IT Management Solutions, Inc. 3300 E Pecan St, Pflugerville, Texas, 78660, USA

1. Receipt of Purchase Order: On receipt of a purchase order from Customer, the Agreement set out here will bind EOS and Customer in an agreement.

2. Invoicing and Payment: EOS shall invoice the Customer at a time of its choosing. All invoices must be paid within 30 days of the date of invoice. Any dispute regarding any invoice must be raised within ten days of receiving the invoice, and this period is to run concurrently with the 30 days to pay. Payment will be regarded as having been made when the payment is made in full and cleared in EOS’s bank account. EOS has the right to charge late payment interest from the due date until payment is received. In addition to legal remedies, EOS may suspend future deliveries or services until all late payments are received. All payments will be made without any deductions, set-off, counter-claims, or withholding except as required by law.

3. Prices: EOS has the right to increase the price of Deliverables due to (i) any factor beyond EOS’s control (e.g. foreign exchange fluctuations, increases in taxes or duties, increases in labour, materials, or other costs, or increases due to the third parties; (ii) any request by Customer to change the delivery date(s), quantities or types of Deliverables ordered, or Customer’s specification for Deliverables (if any); or (iii) any delay caused by Customer’s instructions in respect of Deliverables or Customer’s failure to perform Customer’s obligations under this Agreement. Prices and currency will be as per the quote. Nothing in a Customer’s purchase order will change the quoted prices, quantities, or scope of Deliverables offered unless a change is agreed in writing by EOS before EOS receives the purchase order. All sums payable under this Agreement are exclusive of VAT and any other sales or similar taxes, custom duties, withholding taxes or similar charges, for which Customer will be responsible.

4. Shipping: If Customer has any special shipping or handling requirements, the Customer will notify EOS promptly before EOS arranges any shipping or handling. Customer will be responsible for any increase in the price to ship and pack the purchase order.

5. Delivery: EOS’s quoted delivery schedule is its best estimate. EOS will have no liability for delay or any damages or losses sustained by Customer due to such schedule not being met. Partial deliveries will be permitted. Time will not be of the essence regarding deliveries. Title of any goods will not pass to Customer until EOS has received payment for them; payment will be regarded as being received when it is made in full and cleared in EOS’s bank account. Until the title in the goods passes to the Customer, Customer will hold the goods as the EOS’s fiduciary agent and bailee and will keep the goods properly stored, protected, insured, and identified as EOS’s property. After delivery of any goods, Customer must give EOS notice, (i) in the case of a defect (including any fault, misdescription or damage) that is apparent on normal visual inspection, within five (5) days of delivery; (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent. software product licences will be deemed effective under the terms provided in the relevant third-party terms. 

6. Warranty: EOS warrants that any goods will be free, and will remain free until title to the goods is to pass to Customer, from any third party rights or encumbrances not disclosed to Customer before purchase order is received, and that Customer may enjoy quiet possession of such goods except insofar as Customer may be disturbed by any person entitled to the benefit of any third party rights or encumbrances so disclosed or known. Customer acknowledges that it has assessed the Deliverables’ suitability for its requirements. EOS does not warrant that the Deliverables will be suitable for such requirements, or that any use of the Deliverables will be uninterrupted or error-free. EOS may, during the supply of the Deliverables, make statements about or recommendations of third-party goods or services, or supply third-party manufactured goods to Customer. EOS gives no warranty concerning such goods or services, and Customer will rely solely on the warranties and remedies provided by any such third party with whom Customer may contract or given by the relevant third-party manufacturer from whom EOS may procure the goods or services in question. Subject to Clause 8, the express terms in this Agreement will apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.

7. Governing Law and Dispute Resolution: The construction, validity and performance of this Agreement will be governed by the laws of Northern Ireland and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.

8. Limitation of Liability: Notwithstanding anything to the contrary in this Agreement, and regardless of the number of claims or the form or cause of action, whether in contract, equity, statute, tort, negligence (active or passive) or otherwise, EOS will not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages of any kind, and will not be liable to Customer for losses of use, data, profit, revenue, income, business, anticipated savings, reputation, and more generally, any losses of an economic or financial nature, regardless of whether such losses may be deemed as consequential or arising directly and naturally from the incident giving rise to the claim, and irrespective of whether such losses are foreseeable or whether a party has been advised of the possibility of such losses. Excluding gross negligence or willful misconduct, EOS’s total aggregate liability arising out of or in connection with this Agreement will in no event exceed actual, direct, and proven damages of the price of the Deliverables directly purchased by Customer under the purchase order giving rise to the claim. This limitation of liability will apply notwithstanding any failure of the essential purpose of any limited or exclusive remedy. To the extent this Agreement contains any specific remedies provided by EOS to Customer, regardless of form, such remedies will be provided by EOS on a sole and exclusive basis instead of any other remedies, damages, or losses.

9. Termination: Without limiting its other rights or remedies, EOS may terminate this Agreement with immediate effect by giving notice to Customer if: (a) Customer commits a material breach of any clause of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified to do so; (b) Customer takes any step to enter administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for a solvent restructuring), having a receiver appointed to any of its assets or ceases to carry on business; (c) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy. Without limiting its other rights or remedies, EOS may suspend the provision of Deliverables under the Agreement between Customer and EOS if Customer becomes subject to any of the events listed in the preceding part of this clause, or EOS reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under this Agreement on the due date for payment. Without limiting its other rights or remedies, EOS may terminate the Agreement immediately by giving written notice to Customer if Customer fails to pay any amount due under the Agreement on the due date for payment. On termination of the Agreement for any reason Customer will immediately pay to EOS all of EOS’s outstanding unpaid invoices and interest, and, in respect of goods and services supplied but for which no invoice has been submitted, EOS will submit an invoice, which will be payable by Customer immediately on receipt. Any provision in the Agreement regarding Customer making payment to EOS that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement will remain in full force and effect. If Customer has chosen to terminate this Agreement without cause, it must pay all EOS’s costs up to the date of termination, including all sums payable related to the procurement of products (including tangible and intangible) procured at Customer’s instruction.

10. Insurance: Customer will carry insurance coverage in types and amounts adequate to protect against any losses, damages, liabilities or expenses that may reasonably be expected to be incurred under a purchase order, and will keep such insurance coverage in effect until the conclusion of the purchase order.

11. Force Majeure: EOS will not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to: (a) Customer, including omissions or failure to act on the part of Customer or its agents or employees; (b) An Event of Force Majeure, defined as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workers or other hostilities, embargoes, wars, riots or civil disturbances, pandemics, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization;(c) causes beyond EOS’s reasonable control, including severe accidents at EOS’s plant, unforeseen production or engineering delays or inability of EOS or its vendors to secure adequate materials, manufacturing facilities or labour, or any other acts and causes not within the control of EOS, which by the exercise of due diligence and reasonable effort, EOS would not have been able to foresee, avoid or overcome. EOS will notify Customer of any delayed or non-performance due to an Event of Force Majeure as soon as practicable. If such an event should occur, EOS’ performance period will be extended for a period equal to the duration of the event. If the Event of Force Majeure extends more than six months, EOS and Customer may mutually agree to terminate the purchase order or any portion thereof impacted by the Event of Force Majeure, and Customer will promptly pay EOS for any delivered goods or services performed, any works in process, any termination costs, including vendor settlement.

12. Amendment: No amendment to this Agreement will be valid unless agreed to in writing by the authorised representatives of EOS and Customer.

13. Notification: Any notice required to be given by either party to the other must be in writing and sent to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified according to this provision to the party given the notice.

14. Assignment: EOS may assign or delegate a purchase order or any of its rights, duties or obligations regarding a purchase order to any other party without the prior written consent of Customer. Any attempt by Customer to assign or delegate any of its rights, duties or obligations regarding a purchase order without such consent will be void and of no effect. EOS will be permitted to subcontract its rights, duties or obligations regarding a purchase order to another division, affiliate or wholly-owned subsidiary of EOS and will have the right to assign a purchase order to any successor by way of merger or consolidation or the acquisition of substantially all of the entire assets of EOS relating to the subject matter of the purchase order; provided, however, that such successor will assume all of the obligations of Supplier under the purchase order. Nothing in this provision is intended to preclude EOS from awarding routine subcontracts or purchase orders to vendors or other suppliers.

15. Confidentiality: Each party will maintain the confidentiality of the other party’s confidential information and will not, without the prior written consent of the other, use, disclose, copy or modify the other party’s confidential information (or permit others to do so, including its employees, sub-contractors or agents) other than as strictly necessary for the performance of its rights and obligations under this Agreement. The provisions of this clause will not apply to any information which: (a) is or comes into the public domain without breach of this Agreement; or (b) was in the possession of the receiving party before receipt from the disclosing party without an obligation of confidence; (c) was obtained from a third party free to divulge such information; or (d) is required by law to be disclosed to any person who is authorised by law to receive the same (after consultation, if practicable, with the disclosing party). Each party will notify the other party if it becomes aware of any unauthorised disclosure of any confidential information and will afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

16. Survival: The terms of Clauses 2, 6, 7, 8, 9, 15. and this clause will survive the expiry, variation or termination of this Agreement Such other terms in this Agreement or any Contract which, from their nature or context, are contemplated to survive expiry, variation or termination, will remain in full force and effect notwithstanding expiry, variation or termination of this Agreement.

17. Entire Agreement: This Agreement contains all the clauses agreed between the parties and supersedes any prior agreement, understanding or arrangement between them, whether oral or in writing. Any samples, drawings, descriptive matter or advertising issued by EOS and any illustrations or descriptions of the Deliverables contained on EOS’ website or in EOS’ advertising material are issued or published to give an approximate idea of the Deliverables described in them. They will not form part of this Agreement or have any contractual force.

We periodically review and update these terms and conditions to reflect changes in our business and legal requirements. By continuing to use our services, you agree to any modifications.