In these terms and conditions :-
1.1 “The Company”shall mean any company in the group of companies being Viewdata Computing Ltd whose registered offices are all situated at 9 Brewery Court,Theale, RG7 5AJ
1.2 “Buyer”shall mean organisation, person, firm or company from whom orders are received.
1.3 “Products” shall mean the range of computer equipment, other product accessories, software packages and software development and services supplied by the Company from time to time.
2. ORDERS AND ACCEPTANCES
2.1 An order shall be accepted only upon and subject to the Company”s current Terms and Conditions of Sale.
2.2 In the event of any conflict or inconsistency between the conditions and the Terms and Conditions of the Buyers these conditions shall prevail unless otherwise agreed by the Company in Writing.
2.3 All quotations are subject to ratification by a Company Director.
3. PRODUCT SPECIFICATION
3.1 The Buyer shall within 7 days of the receipt of the
Products carry out at its own expense tests to ensure that the Products satisfy the Product specification as set out in the operating manual or other literature supplied by the Company with the products and shall notify to the company in writing within such 7 day period of any failure of the Products to meet the referenced Product specification. If no such written notice is received by the Company within the 7 days the buyer shall be deemed to have accepted the Products as satisfying the product Specification.
3.2 Any sales literature supplied or representations made to a client shall not form part of the contract between the Company and the Client.
3.3 Save as herein before provided no condition or warranty is expressed or is to be implied as to quality or fitness for any purpose or as to correspondence with description or sample either with regard to the good to be supplied or as to any part or material used in their manufacture any statutory or other warranty condition description or representation express or implied as to the state, quality of fitness of the goods is expressly excluded.
The Buyer shall at the time of placing an Order with the Company specify the date, addresses and any other instructions for the delivery of the Product.
4.2 The Company shall use its responsible endeavours to supply and deliver Products in accordance with any such dates. Addresses and any such general instructions specified by the Buyer however time shall not be of the essence. The company shall not be liable for its inability to deliver the Products if prevented from doing so by any cause beyond reasonable control of the Company. Delivery time shall not be guaranteed.
4.3 In the case of a contract calling for multiple deliveries each delivery shall be deemed to be sold under separate contract and failure by the Company in respect of any one or more thereof shall not entitle the Buyers to treat such failure as a repudiation of any further deliveries.
4.4 The company reserves the right to withhold deliveries if payment following previous transactions is overdue.
5 RISK AND TITLE
5.1 Risk in the Products shall pass from the Company to the
Buyer on Delivery of the Products to the Buyer.
5.2 Title in the Products shall pass only when payment in full
shall have been received by the Company.
5.3 Until full payment for the goods the Buyer holds the goods
as Bailee of the Company.
5.4 Untill title in the Products has passed to the Buyer
(a) (1)the Buyer may only be at liberty to sell the goods in
the ordinary course of business on the basis that the proceeds of sale shall belong to the Company to whom the Buyer shall account for on demand.
(2)Written consent is obtained from the Company prior to any sale
(b) the Company or its agent shall be entitled to enter and the Buyer hereby authorises the Company to enter upon any premises where the goods are kept and to remove the Products.
6. SOFTWARE AND COPYRIGHT
6.1 All packaged software is sold under licence agreement of
the original author of or distributor.
6.2 All bespoke software whether designed to run on its own or
designed to run as an integral part of packaged software is sold as a licence. Such software may not be used on more than one computer system at a time without the express permission in writing of the Company.
6.3 The buyer will indemnify the company from any action taken by the original author or distributor as a result of the buyers abuse of software license or copyright.
7.1 Payments for the Products, delivery charges and any taxes shall be due and payable by the Buyer to the Company not later than 30 days from the date rendering of the invoice.
7.2 In the event that the Buyer shall delay
in making any payment on the due date the Buyer shall be liable to pay the Company interest on the unpaid sums, such interest to be calculated at a rate of two percent above
the base rate from time to time of the National Westminster Bank Plc per month or part of a month during which there are any unpaid sums.
7.3 In the event of payment to the company by cheque such payment must be cleared prior to delivery of goods.
7.4 In the event that the Buyer is in arrears in the payment of any sums due or shall exceed the agreed written credit limit the Company shall be entitled to withdraw any credit facilities and shall not be obliged to supply any further Products or services whether Orders have been accepted by the Company or otherwise.
7.5 The prices quoted by the Company are subject to increase by the amount of any rise in the cost of materials and/or wages or in the cost to the sellers between the date of quotation and the date of acceptance of order. The Company reserves the right to increase its prices at any time on giving 24 hours written notice to the buyer.
7.6 Any goods or accessories supplied or work carried out beyond the scope of this contract are to be treated as additional to the contract. These will be charged at current prices and rates.
7.7 Where the Buyer orders goods and requests that a linked company or party be invoiced, then the Buyer will at all times remain responsible for payment for the goods ordered. The Company reserves the right to invoice the linked company or party.
7.8 Any down payment or deposit received by the Company will not be refundable in the case of an order being cancelled by the Buyer and shall be retained by the Company on accounts of any financial loss resulting from such cancellation but without prejudice to the right of the Company to claim any additional loss or damage resulting from such cancellation.
In the event of cancellation of an order or amendment to an order or alteration of time place of delivery by the Buyer will be responsible for any costs and expenses incurred by the Company as a result of the placing of the order by the Buyer.
9. This contract is governed by English Law. 10. BANKRUPTCY OR INSOLVENCY
Where the Buyers commit any act of bankruptcy or being a limited Company winding-up proceedings are commenced by reason of insolvency or any assignment is made for the benefit of, or arrangements made with Creditors, the Company may repudiate this contract wholly or in part by written notice with immediate effect of the Buyers without prejudice to any part of the contract as may already have been performed.
11.1 The Company shall not be liable for any failure to supply
and/or deliver products or for any incomplete supply or delivery or for any damage to or defect in the Products caused by strikes,walkouts, labour disturbances, acts of God, war or any reason beyond the Company’s control including any act or default of the Company’s own suppliers
or third parties.
11.2 The Company shall not be liable for consequential damage or
loss of any kind due to the supply of goods or services by
11.3 No liability for damages or loss in transit can be
accepted by the Company.
11.4 Where assistance is required by a Buyer from the Company’s
employees or agents for unloading or installing the goods the Company shall not be liable for any accident, loss or damage caused by or arising out of such assistance whether by negligence or otherwise.
12. LEASING COMPANIES
In the event of a contract being made with a Leasing company for the supply of goods to a Buyer and the goods are supplied then the contract will become binding with the Leasing company who shall not be entitled to withold payment from the Company in the event of default by the Buyer.