These are the standard trading terms (Agreement) applied to any order for products and services with SCISEP Ltd (The Company)..
This Agreement shall, until accepted by the Company in writing, constitute an irrevocable offer (the Order) by the Customer to purchase the Products specified overleaf. Acceptance of the Order by the Company will create a binding agreement which will oblige the Customer and the Company respectively to purchase and sell the Products on the Terms and Conditions given below.
3. Maintenance and Warranty
a) Where the Products include maintenance or support services then the Customer shall enter into a separate Contract for those services with either the Company or with a Third Party designated by the Company, to be effective from the date of delivery of the Products. Such Contract will define the terms of that service.
b) The Company shall pass on to the Customer where applicable all warranties (including their terms and benefits) associated with the Products, provided that the Company shall not be responsible for any costs associated with the fulfilment of those warranties.
c) The Company shall not be responsible for any losses, damages or expenses nor any consequential loss or damage (including loss of profits) suffered by any party resulting from breakdown or failure of the Products, loss of or spoiling of data or any other cause howsoever arising.
d) All forecasts of or statements made as to performance of the Products and any other production data supplied by the Company are, unless the contrary be specifically stated, estimates prepared with due care and diligence and are believed to be correct, but the Company shall under no circumstances be liable in respect of any error in the same.
4. Payment and Prices
a) The Customer shall upon placing this Order, unless expressly agreed otherwise, forthwith pay the Company as a deposit the sum of 50% of the Price of the Products ordered plus VAT and the Balance of the Price together with such taxes, duties and other charges shall be payable upon physical delivery of the Products to the Customer’s Delivery Address as specified.
b) In the event of the Customer failing to pay any Invoice within the prescribed time, the Company shall have the right to withhold any deliveries or services and the Invoice shall carry interest at the rate of 2% per month until paid in full.
c) All Prices are exclusive of any special packing requirements, carriage or Value Added Tax in respect of which the Company shall make further charges where appropriate. In the event of the Company incurring costs in excess of those anticipated at the date of acceptance of Order and prior to final delivery of the Products to the Customer, whether caused by additional taxes, duties or charges of any governmental authority, foreign exchange fluctuations or any other reasons beyond the direct control of the Company, then the Company shall be entitled to make further charges in respect of same by later Invoice if necessary.
d) All training must be paid for in advance and when a date is booked and confirmed for a training session, then cancellation will only be accepted if given a minimum of 2 working days prior to the first date of training. If such notice is not given, then a charge of 50% will be made for late cancelled bookings.
e) Annual Licence Plans for any Software Products must be paid in advance of the renewal date in order to obtain appropriate keys and Software Support contracts must be paid in advance of the period to which any invoice applies.
5. Leasing or Hire Purchase
a) In the event that the Customer intends to lease the Products or take the same on a hire purchase or similar agreement with a Third Party, then the Company shall be under no obligation to deliver the Products until a binding agreement between the Customer and the Third Party is produced to and approved by the Company.
b) Should the Customer fail to enter into or implement such agreement within one calendar month from the date of notification by the Company that the Products are available for delivery, then the Company shall be entitled to immediate compensation for all costs incurred and loss of profit.
c) Notwithstanding that the Products are sold to a Third Party, all conditions of the Agreement shall be binding as between the Company and the Customer.
d) Any balance due to the Customer in respect of deposits paid shall be returned by the Company following receipt of the full invoice sum from the Third Party.
6. Passing of Risk and Title
The Products shall be at the Customer’s risk from the time of delivery to the address specified on the Order, but title therein shall not pass to the Customer until full payment of the invoice price and any other sums due shall have been made to and acknowledged by the Company and until such time the Customer shall keep the Products to the order of the Company and indemnify the Company in respect thereof.
7. Delivery and Installation
a) The Company shall be responsible for delivery of the Products, but all reasonable delivery charges and Installation cost incurred by the Company in fulfilling or in connection with fulfilling the Order shall be borne by the Customer.
b) Times for delivery stated by the Company shall be computed from the date of the Company’s acceptance of the Order but shall not constitute a term of the Order.
c) Where agreed, the Company shall be responsible for the provision of cables and wiring to a specification in accordance with its current price list and technical literature but the installation of cables and wiring requiring positioning through ceilings, floors, walls, ducting or any other obstacle shall be the responsibility of the Customer unless specifically agreed otherwise.
d) The Customer shall be obliged to accept delivery of the Products within one calendar month of the date of notification by the Company that the Products are available for delivery. However, the Company will at its discretion store the Products on the Customer’s behalf provided that the full invoice amount is paid to the Company as if the Products had been delivered to the Customer.
8. Software Licences
Where the Products include the supply of software licences, these licences may not be transferred to a company other than that to whom they are registered without the express permission in writing of the author. Furthermore any Software Products supplied (whether bespoke or otherwise and whether including a licence or not) remain the property of the author and may not be sold; lent; hired; or in any other way made available to a company other than that to which it is registered without the express permission in writing of the author. Except that in the case of a multi-company licence, other associated companies are entitled to use the Software Products on the same Server. The Customer hereby also agrees that it will not supply any of the Products for de-compilation and/or re-engineering by anyone other than the Author of those products.
9. Non Solicitation of Employees
The Customer shall not employ or otherwise contract for the services of any present or future employee of the Company without the consent of the Company having first been obtained, until one year after the termination of that employee’s employment with the Company. In the event of a breach of this clause, the Company shall be entitled to compensation from the Customer made up of twelve months salary of the employee, all the expenses of recruiting a replacement and any costs or loss of profits occasioned thereby. This shall also apply to the employees of any associated company of the Company or of any subcontractor used by the Company.
10. Force Majeure
lf due performance of this agreement shall be prevented in whole or in part by reason of any event, omission, accident or other matter beyond the reasonable control of the Company including in particular but without prejudice to the generality of the foregoing, any form of government intervention, strikes or lock-outs or any unavailability of any item, the Company shall be under no liability for any loss, damage or expense whether direct indirect or consequential occasioned thereby.
In the event that the Customer shall at any stage cancel or purport to cancel this Order, the Company shall without prejudice to its right to complete the Order and tender delivery, be entitled to accept such cancellation and invoice the Customer forthwith for all costs and loss of profits incurred or suffered by reason of, or in connection with, such cancellation.
12. Future Trading
It is acknowledged by the Customer that the Terms and Conditions contained in this document shall apply to all future trading between the Customer and the Company. The Company’s Terms and Conditions shall apply to the supply of any further Goods or Services, including but not limited to new equipment, new software, consumable items, additional equipment, upgraded equipment etc.
The headings are for ease of reference only and shall not affect the construction hereof.
14. Modification and Amendment
This Agreement and provisions hereof shall operate to the exclusion of all other obligations, liabilities, warranties, statements, representations, terms and conditions whether express or implied or in writing or oral and whether arising under statute or otherwise, and may not be varied, suspended or added to except in writing signed by the duly authorised representatives of the parties hereto.
This Agreement shall be construed according to the Laws of England.