Effective from 1st August 2015. All Supplies & Services by Bluesys IT Services will be in accordance with our current standard conditions of Contract.
In these conditions the following expressions shall have the following meanings:‐ “the Company” means Bluesys IT Services, St Peters House, Olding Road, Bury St Edmunds Suffolk and “the Buyer” means the company, business, firm or person or persons described as such on the face hereof. “Supplier” means the contract between the Company and the Supplier the company buys goodsservicesfrom “Contract” means the contract between the Company and the Buyer or the Company and the Supplier. “Goods” means the goods which are the subject matter of the Contract sold to the Buyer by the Company. “Services” meansthe services supplied which are the subject matter of the Contract sold to the Buyer by the Company. “Affiliate” means, in relation to a company, its subsidiaries of its holding companies.
1.1 All contracts for the sale of Goods shall be upon the terms and conditions contained herein (“the Conditions”), except in so far as the same has been varied in accordance with the provisions of Clauses 1.2 and 1.3 hereof.
1.2 The Conditions herein printed shall form the whole of the terms and conditions of such Contract, all orders are accepted on the Conditions, which supersede any other terms in the Company’s brochures or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiations and course of dealing established between the Company and the Buyer.
1.3 The Conditions shall not be varied or added to by reference, incorporation or otherwise unless such variation or additions have been made by express written agreement between the Company and the Buyer and signed by the Company and the Buyer. The signing by the Company of any of the Buyer’s documentation shall not imply any modification of the Conditions.
1.4 For the purposes of the Conditions, communications made between the Company and the Buyer by electronic mail shall be regarded as being made in writing and signed by the party sending the electronic mail communication. In the event that the customer does not confirm conversation in writing then the company shall be permitted to rely on the conversation relating to the order itself or any quotation relative thereto.
1.5 The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
2 PRICES and QUOTATIONS
2.1 The prices for Goods are those set out on the face hereof subject to the provisions of Clause 3.2 hereof.
2.2 The Company shall at any time be entitled to increase the prices for Goods on the face hereof:‐
(i) should the buyer alter its specification or instructions after the date of quotation or the Company otherwise has to alter, modify or otherwise carry out work on any Goods;
(ii) should there be any increase in the cost to the Company of purchasing any goods or materials by reason or any foreign exchange fluctuations, alterations in any taxes or duties, variations in the costs of raw materials or components or labour or transport or by reason of any other cause whatsoever (whether or not of the same nature as the foregoing) beyond the control of the Company.
2.3 All prices quoted by the Company are ex‐works and are the net prices and therefore exclusive of Value Added Tax and other taxes, duties and impositions (including all charges on consignment) and the Buyer shall pay any and all taxes, duties and other government charges payable in respect of the Goods, together with transport costs of the Company valid from time to time for delivery of the Goods to the Buyer.
2.4 Quotations are subject to withdrawal at any time before receipt of an unqualified order from the Buyer and shall be deemed to be withdrawn if no such order is received within 7 days from their date unless otherwise stated in writing by the Company at the time of quoting.
2.5 The Company will notify customers of any changes to consultancy or service rates in writing no less than 14 days prior to increase. Where this is in relation to contract invoices, invoices will be sent out no less than 30 days prior to renewal showing new pricing. Any queries should be made within 5 working days of Invoice.
Certain work and certain consultants may be charged at a premium. This will be detailed on your quotation (either written or verbal) prior to the work being carried out.
2.6 The Company reserves the right to use sub‐contractors where deemed necessary.
3. ORDERS AND DELIVERY
3.1 No order shall generally be accepted by the Company unless first confirmed by the customer in writing, by e‐mail, or by facsimile. In the event that the customer does not issue a purchase order to the company then the company shall be permitted to rely on conversation relating to the order itself or any quotation relative thereto.
3.2 The Customer shall state on placing an order if he is to arrange his own collection for any goods to be supplied otherwise the Company will arrange carriage and to the suggested delivery address. The Customer shall state on placing the order which company the goods and/or services are to be invoiced to if multiple accounts are held for the Customer by the Company.
If the Customer so requests the Company shall be entitled to make any contract of carriage and/or insurance on behalf of the Customer as the Company considers necessary and will be under no obligation to notify the Customer thereof. The Customer will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by the Company delivery of the Equipment will be ex‐works.
3.3 ALL times or dates given for delivery of the Equipment and or services are only estimates given in good faith and are not conditions, warranties or innominate terms (or terms otherwise howsoever), of this or any other (whether collateral or otherwise) contract. The Customer shall not be entitled to make any claim to the Company if estimated delivery dates are not met
3.4 THE Company shall give the Customer notice when the Equipment is ready for delivery or and Installation. If the Customer refuses or fails to arrange collection or take delivery (as the case may be) of Equipment ordered within seven days of service of that notice then (a) the Customer will bear the risk off any loss or damage to the Equipment after expiry of that time (b) the Company shall be entitled to immediate payment in full for the Equipment which is the subject of the order and (c) the Customer shall in addition to the invoice price pay all costs of storage and any additional costs incurred as a result of such refusal or failure. The Company shall not be liable to the Customer for any loss or damage to the Equipment caused by their storage.
3.5 THE Company may make and the Customer shall accept partial deliveries of Equipment ordered. Each delivery shall be considered to be the subject of a separate Contract and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as a whole repudiated.
4.1 If credit terms have been agreed in writing by the Company payment shall be made in full without any deduction or set‐off within 30 days of the date of the invoice unless otherwise agreed in writing by the company. In any event, the Company reservesthe right to withdraw credit facilities at any time. If the trading relationship between the Customer and the Company is terminated for whatever reason then all sums due by the Customer become payable immediately.
4.2 IF credit terms have not been agreed by the Company then payment shall be made in full without any deduction or set‐off at the time of placing the order for the Equipment.
(1) The Customer is unable to pay its debts as they fall due or is otherwiseinsolvent;
(2) A receiver or an administrative receiver is appointed over any part of the Customers business or assets.
(3) The Customer (if it is an individual) makes or offersto make any arrangement or composition with its creditors or commits any act of bankruptcy or a bankruptcy petition is presented against it; or (if the Customer is a limited Company) any resolution or petition to wind it up is passed or presented, or any steps are taken to appoint an administrator, or an administrator is appointed over it. Then all invoices for Equipment and or services which has been delivered to the Customer (or to its order)shall become due and payable forthwith and such credit arrangements as may have been made for the same shall automatically come to an end. In the event that delivery has yet to be made, then, in addition to and without prejudice to the Company’s rights at common law, equity and statute, it shall be entitled at its option to cancel the contract or to cancel or suspend delivery.
4.4 NOTWITHSTANDING any of the terms and conditions hereof the time of payment shall be of the essence of the Contract.
4.5 INTEREST shall be payable on overdue accounts at the rate of two percent per month or part thereof on the amount for the time being outstanding from the due date of payment thereof until
4.6 Without prejudice to any other rightsthe Company may have and in addition to any sums payable by the Client the Company shall be entitled to charge the Client:‐
4.6.1 £25.00 plus VAT on each event that any cheque presented by the Client isreturned unpaid or if any standing order or direct debit instruction failsto operate;
4.6.2 £50 arrears charge if the Client’s account or any subsequent payment due to the Company isreferred to a third party collection agency or legal agents, including solicitors.
4.7 The Customer will not assign to an associated company or to a third party the debts due to it from the sale of equipment property in which remainsin the Company without the Company’s consent in writing signed by an authorised director of the Company. If at any time the Customer intendsso to assign such debtsit will notify the Company as soon as possible of such intention in writing.
4.8 IF credit terms have been agreed by the Company, the Customer and its directors undertake to notify the Company, as soon as practicable after such agreement, of the existence and identity of any associated companies under common ownership with the Customer. This obligation is a continuing obligation such that, if at any time after credit has been granted, any other Company comesinto common ownership with the Customer, the same must be notified, assoon as practicable to the Company. It is agreed that the requirements under thissub‐clause are of the essence of the agreement to provide credit and of any other contract made under or pursuant to that agreement between the Company and the Customer.
4.9 ANY costs and/or expensesincurred by the Company in recovering fundsfrom, or otherwise enforcing any of its rights against, the Customer, whether within or outside the United Kingdom, shall be fully reimbursed to the Company by the Customer, and the Customer agrees fully to indemnify the Company in respect of any such costs or expenses.
4.10 IF credit terms have been agreed by the Company, the Customer undertakesto notify the Company of any material or potentially material change in itsfinances and/orstructure and/or position generally. Such notifiable eventsinclude, but are not limited to:
(1) any change in the information supplied by the Customer to the Company for the purposes of and/or in relation to obtaining credit; and
(2) any change in the ownership of the sharesin the Customer and any change in the number of such shares;
(3) any change in the ownership of the sharesin any Company which has been, at any time after the granting of credit, under common ownership with the Customer;
(4) any material change in the nature and/or value of the Customers assets, whether as a result of disposal, acquisition, the grant or crystallisation of any security, or otherwise howsoever. It is agreed that the requirements under this sub‐clause are of the essence of the agreement to provide credit and of any other contract made under or pursuant to that agreement between the Company and the Customer.
4.11 For the avoidance of doubt, the Company may maintain an action for the price once the due date for payment has arisen, notwithstanding the fact that title has yet to passto the Customer.
4.12 The Companies Creditors Payment terms are 60 days from Date of Invoice unless otherwise agreed with the Supplier in writing
5. RETENTION OF TITLE
5.1 The Equipment shall remain the property of the Company until payment in full has been made for all sums payable to the Company (including those sums which have not yet fallen due for payment) under all Contracts between the Company and the Customer.
5.2 The Customer shall hold all Equipment property in which remainsin the Company as bailee for the Company. Further, it shall mark it, and store it, in such a way that it can be identified asthe Company’s property and shall keep it separate from the Customer’s own property and the property of any other person.
5.3 If, notwithstanding clause 5.2, the Equipment property in which remainsin the Company isincorporated into or affixed to products belonging to the Customer or anyone else, property in that Equipment shall remain in the Company until full payment is made in accordance with clause 5.1 above.
5.4 At any time the Company shall be entitled to recover the Equipment property in which remainsin the Company and for that purpose the Customer hereby grants to the Company, its agents and employees an irrevocable licence to enter any premises where such Equipment is stored in order to repossessthe same, and (in the event that it has been incorporated or affixed to other products) to dismantle it or detach it from those products and repossessit. Further, the Customer will give the Company’srepresentatives all reasonable assistance to enable it to identify (and dismantle) such Equipment when they attend such premises.
5.5 The Customer may sell on Equipment property in which remainsin the Company, and may appropriate it to a contract for sale and deliver it to a third party, but only when each of the following conditionsis satisfied.
(1) The agreement for sale, and the appropriation of the Equipment to the agreement for sale and the delivery to the third party, are made and effected bona fide and in the ordinary course of business;
(2) The Customer, under the agreement for sale, retains property in the Equipment until it (the Customer) has been paid in full by the third party to whom it is agreeing to sell on the same;
(3) The Customer is not in default of any of its obligations (including its payment obligations) to the Company. If at the time of the agreement forsale, or appropriation, or delivery, one or more of such conditionsis not satisfied, then the Customer has no right to sellsuch Equipment, or to appropriate it to a contract for sale, or (unlessit has already been properly sold or appropriated) to deliver it to the third party.
5.6 The Customer’slicence in clause 5.5 to sell on Equipment property in which remainsin the Company, to appropriate the same to a contract for sale, or to deliver the same to a third party, is automatically revoked and comesto an end in any of the following events:
(1) It is unable to pay its debts asthey fall due or is otherwise insolvent;
(2) A receiver or an administrative receiver is appointed over any part of the Customer’s business or assets.
(3) The Customer (if it is an individual) makes or offersto make any arrangement or composition with its creditors or commits any act of bankruptcy or a bankruptcy petition is presented against it; or (if the Customer is a limited company) any resolution or petition to wind it up is passed or presented, or any steps are taken to appoint an administrator, or an administrator is appointed over it.
5.7 For the avoidance of doubt, the Company expressly reserves all its rights at common law and in equity in the event that the Customer makes an unauthorised sale, appropriation or delivery of Equipment property in which remainsin the Company. In particular, the Customer expressly acknowledgesthat the proceeds of any such unauthorised sale appropriation or delivery belong to and are payable only to the Company.
6.1 Manufactures’ or Software Vendors Warranties apply in all casesfor goodssupplied. The Company’sliability under this warranty is also conditional upon the following: Where the Company providesthe Buyer third party servicesthe third partiesterms and conditions apply in relation to the services being provided.
6.1.1 The Goods not having been subjected to any abnormal or improper use or modification by the Buyer;
6.1.2 The Goods having been properly stored and used by the Buyer.
6.1.3 The Goods not having been damaged by the Buyer whether by accident, neglect, failure to follow instructions concerning the use of the Goods, whether given in any documentssupplied with the Goods or otherwise, or failure to follow the specified maintenance schedule provided with the Goods;
6.1.4 The defect not arising as a result of normal wear and tear;
6.1.5 Written notice of the defect being given to the Company within fourteen days after discovery of the defect.
6.2 Subject to clause 13, the warranty contained in Clause 6.1 above is given in lieu of and shall be deemed to exclude all other warranties and conditions whether expressed or implied and whether arising by common law statute or otherwise.
6.3 Where notice is given to the Company by the Buyer within the terms of Clause
6.4 Then the Buyer shall return the Goodsto the location specified by the Company and Goodsin transit to the Company for the purpose of repair under the warranty shall be at the Buyer’srisk and carriage paid.
6.5 Warranty of Installations ‐ Support of any new installation, is provided for a period of 14 days, after which will be deemed as either part of your contract (if applicable) or outside the 14‐day warranty scope, and may be charged for accordingly.
7. TECHNICAL INFORMATION
7.1 The Company shall be under no liability whatsoever resulting from or arising out of or in connection with or in relation to any statement made by any of its employees, servants or agents or contained in any document before the contract between the Company and the Buyer was entered into, unlessthe Buyershall give notice in writing to the Company before the contract is entered into that it intends to rely on any such statement or document.
7.2 Without prejudice to the generality of the foregoing:
(i) Any description contained in any catalogues, sample price lists or other advertising material supplied by the Company to the Buyer is intended merely to present a general picture of the goods sold by the Company and shall not form a representation to the Buyer or become part of any contract for sale of goods made between the Company and the Buyer.
(ii) The Company makes no warranty express or implied in connection with any technical advice or recommendation made by it to the Buyer.
7.3 Where the Buyer is a consumer or deals as a consumer within the meaning of the Unfair Contract Terms Act, 1977, the exclusions contained in above shall apply only so far as they do not conflict with the termsimplied with Sections of the Sale of Goods Act 1979 relating to correspondence of Goods with description, quality or fitness for purpose and sales by sample.
7.4 The Company will use all reasonable endeavoursto procure for the Buyer the benefit of such warranties and other rights as are conferred on the Company in relation to defectsin such part or parts of the Goods as are not of the Company’s manufacture by the terms of the Company’s agreement with the suppliers of the goods.
7.5 The Company cannot pass onto the Buyer any greater warranty in respect of the Goodsthan that which has been conferred upon the Company under the terms of the Company’s agreement with its own supplier
8. BUYER’S SPECIFICATION
8.1 Where Goods are made or modified to the Buyer’s specification, instruction or design, the Buyer undertakesfull responsibility for the suitability and accuracy of the specification, instructions or design and undertakesto indemnify the Company and keep the Company indemnified on a continuing basisfrom and against any infringement of any patent, registered design, trade mark, trade name or copyright and all loss, damage or expense which it may incur by reason of such infringement as aforesaid.
9. PASSING OF RISK
9.1 Where Goods are to be delivered to the Buyer at a location in the United Kingdom, the Goods shall be at the Buyer’srisk from the time of delivery of the Goodsto the Buyer.
9.2 All Goodsto be delivered to the Buyer at a location outside the United Kingdom shall be at the Buyer’srisk from the time of delivery of the goodsto the carrier.
9.3 All Goods to be collected by the Buyer shall be at the Buyer’s risk from the time of collection.
9.4 The Company shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods occurring after the risk has passed to the Buyer howsoever caused, norshall any liability of the Buyer to the Company be diminished or extinguished by such loss.
10.1 As and when requested by the Company, the Customer will as soon as possible inform the Company of the whereabouts of any Equipment property in which remainsin the Company. In particular:
(1) It will as soon as possible inform the Company of the whereabouts of any such Equipment that isstill in the Customer’s possession.
(2) In relation to all such Equipment which the Customer has either sold or delivered to anyone else (or otherwise parted with possession of), the Customer will assoon as possible inform the Company of:
(a) The person to whom it sold or delivered such Equipment, or to whom it gave possession of the same;
(b) The current whereabouts of such Equipment to the best of its (the Customer’s) knowledge.
(3) In relation to such Equipment which has been sold or delivered to anyone else, or otherwise parted with possession of, the Customer will assoon as possible inform the Company of the terms of the relevant contract under which it sold, delivered or parted with possession of the same, and provide a true copy thereof; and in particular it shall inform the Company of:
(a) The purchase price;
(b) When the purchase price falls due to be paid.
(4) Further, in relation to such Equipment that has been sold or delivered to anyone else, or otherwise parted with possession of, the Customer will provide the Company with all reasonable assistance to enable it to find and repossessthe same.
(5) For the avoidance of doubt, for the purpose of this clause Equipment remainsthe Company’s property even if (a) the Customer, without the Company’s authority, has purported to passtitle in it under any contract with a third party, and
(b) that third party, as against the Customer, is entitled to enforce that contract under the provisions of the Sale of Goods Act or otherwise.
10.2 Further, aslong as any sums are owed by the Customer to the Company, the Customer, as and when requested by the Company, will assoon as possible provide to it the following information and documentation:
(1) What payments have been received by the Customer from third partiesin relation to Equipment supplied to it by the Company; and what payments are currently or contingently owed to the Customer by any third party in relation to such Equipment, identifying the third party in question.
(2) What factoring or invoice discounting arrangements, if any, have been entered into by the Customer with a factor or other entity, identifying the name and address of the factor or other entity, and specifying whether or not debts due in relation to goods supplied by the Company have been factored or assigned to that factor or other entity.
(3) What funds are available to the Customer in order to pay the outstanding sumsit owesthe Company, what plans has it made to pay the same to the Company, and when doesit expect to pay the same.
10.3 Further, in the event that the Customer is unable to pay its debts as they fall due or is otherwise insolvent, and currently or contingently owes money to the Company which it is not able to pay in accordance with its obligations:
(1) The Customer will as soon as possible inform the Company of the identity of the directors(or other personsresponsible for managing it) who procured it to order from the Company the Equipment that has been supplied to it by the Company in the last six months. The Customer willsupply all relevant documentation evidencing the responsibility of the directors(or other persons) in question.
(2) The Customer will as soon as possible inform the Company of the identity of the directors(or other personsresponsible for managing it) who procured it to sell or deliver to any third party, or part with possession of, Equipment property in which remained in the Company at the time of the sale, delivery, or parting with possession. The Customer willsupply all relevant documentation evidencing the responsibility of the directors(or other persons) in question.
(3) In the event that the Customer is put into a CVA Moratorium, or administrative receivership, or has an administration order made over it, or is put into liquidation, then it will provide to the Company assoon as possible copies of its management accounts for the last three months, on which it was put into administrative receivership, administration orliquidation.
11. USE OF GOODS
11.1 Where any items comprised in the Goods have been purchased by the Buyer other than for the purposes of resale, the Buyer shall bring to the attention of all persons using the same all of the Company’s instructions and/or recommendationsfor use packed by the Company with the Goods or referred to in the Company’s catalogues or brochures or which the Company has otherwise notified to the Buyer.
Further if any such items are to be used at work, the Buyer shall take such steps as are necessary to secure that there will be available in connection with the use of the same at work adequate information about the use for which they were designed and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
11.2 The Buyer shall not remove any plaque or other label affixed to the goodsreferring any user thereof to the Company’sinstructions and/or recommendationsforlease.
11.3 If any item comprised in the Goodsisresold by the Buyer, the Buyershall bring to the attention of its purchaser all the Company’s instructions and/or recommendationsfor use packed by the Company with the Goods or referred to in the Company’s catalogues or brochures or which the Company has otherwise notified to the Buyer.
Further on such resale the Buyer shall exact an enforceable undertaking from its purchaser not to remove any plaque or other label affixed to the Goodsreferring any user thereof to the Company’s instructions and/or recommendations for use and, if the Goods are to be used by such purchaser at work, that such purchaser will take such steps as are necessary to secure that there will be available in connection with the use of the Goods at work adequate information about the use for which they are designed and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
11.4 Where the Goods have been manufactured or constructed according to designs or configurations or by processesspecified or supplied by the Buyer, the Buyer represents and warrantsto the Company that the Buyer has or will have satisfied itself that all necessary tests and examinations have been made or will be made prior to the Goods being brought into use to ensure that the Goods are designed, constructed and operational so asto be safe and without risk to the health and safety of workmen or others using the same, and that it will take such steps as are necessary to secure that there will be available in connection with the use of the Goods at work adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
11.5 The Buyershall indemnify and keep indemnified the Company on a continuing basisfrom and against all actions, suits, claims, demands, losses, charges, costs and expenses which the Company may suffer or incur in connection with any claim by any third party alleging the facts which if established would indicate a breach of the undertakings representations and warranties on the part of the Buyer contained in this Clause or which if established would indicate a breach by any purchaser from the Buyer of any undertaking which the Buyer is required in this Clause to exact from such purchaser.
12.1 No cancellation or postponement of delivery of all or any part of its order by the Buyer shall be effective unless communicated to the Company in writing.
12.2 In the event of such cancellation or postponement being made in accordance with the terms of the clause 11.1 above the Company shall be entitled at its discretion to the following sumsshould the cancellation or postponement be received by the Company:‐
(i) more than 90 days before the date for delivery of the Goods: £125.00
(ii) more than 45 but lessthan 91 days before for delivery of the Goods £150.00 or 10% of the quoted price of the Goods affected by the cancellation or postponement whichever isthe greater
(iii) lessthan 45 days before the date for delivery of the Goods: £200.00 or 15% of the quoted price of the goods affected by the cancellation or postponement whichever isthe greater . No refund after delivey applies.
12.3 No alteration or amendment of its order by the Buyer other than as set out in Clause 11.1 above shall be effective unless agreed in writing by the Company. Any such alteration or amendment shall be subject to charges additional to the price of the Goods at the discretion of the Company.
12.4 Consultancy cancellation policy applies: cancellation on the day of any scheduled visit 100% of the rate that would have been charged. Cancellation 1‐4 days before the visit 50%. No charge will be made for cancellation of 5 days of more
13. COMPUTER SOFTWARE \ PROGRAMME LICENCES
13.1 The Customer acknowledgesthat all copyright and other rights in any program software supplied and or developed sold by the Company remain the property of the Company or Licensors or Suppliers of the program and that neither the Customer nor any Third Party to whom the Customer supplies or transfers the program has any rights there in except as expressly licensed by the Licensor or supplier of the program.
13.2 The Customer may not except as expressly licensed by the Licensor or Supplier of the program:‐
i. reproduce or translate any program or part of a program
ii. sell, rent, lease or otherwise part with possession or control of a program to another party.
13.3 The Customer agreesto ensure that all programssupplied by the Company are used by any Third Party to whom the Customer transfers the program only as expressly licensed by the Licensor or Supplier of the program.
13.4 Any warranty or guarantee given by the Company in respect of Software shall be strictly limited to the medium of storage and the Company shall not be liable in respect of any loss or damage occasioned to the Software itself or consequential upon the use of the Software for any purpose.
13.5 Disclaimer and limitation of Liability relating to Bluesys IT Services)
You acknowledge that the allocation of risk in this agreement reflects the price paid for the program, written by The Company, and also the fact that it is not within our control how, and for what purposes, you use the program. In no event, therefore, will we be liable for any indirect, consequential, incidental or special damage, or loss of any kind (including loss of profits, business, chargeable time, anticipated savings, goodwill, any businessinterruption or loss of data) however caused and whether arising under contract, tort, including negligence, statute or otherwise. If any exclusion, disclaimer or other provision contained in this agreement is held to be invalid for any reason by a court of competent jurisdiction and we become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the price paid by you for the program
13.6 When software development is designed, developed for the buyer by the Company or a representative or 3rd party, a specification or quotation, will be supplied detailing the contents of the software to be designed, prior to commencement of work. It should be signed by the buyer at the initial stage and atstages agreed between the Company and the buyer. No developmentshall commence or and generally accepted by the Company unlessfirst confirmed as above and by the customer in writing, by e‐mail, or by facsimile. In the event that the customer does not issue a purchase order , or sign as above the Company shall be permitted to rely on conversation relating to the order itself or any quotation and orspecification relative thereto.
13.7 Any additional features other than that of the original specification/quotation will be charged for at the prevailing daily rate or at a rate agreed between the Company and the buyer. If payment is due in stages, future stages will not be completed until payment due is received by the Company. Any claim, whatso ever against the Company may not be more than the cost of the original software itself.
13.8 Any upgradesto licences, software is chargeable and is not covered understandard The Companies Contracts
14. EXCLUSION OF LIABILITY
14.1 Save as otherwise specified in these conditions of sale and save as herein expressly set out the Goods are not supplied with or subject to any condition warranty or other term whether express or implied unlessspecifically stated by the Company in writing and except for the term implied by Section 12 of the Sale of Goods Act 1979.
14.2 Where the Buyer deals as a consumer within the terms of Section 12 of the Unfair Contract Terms Act 1977 or under the Unfair Termsin Consumer Contracts Regulations 1994 the Buyer shall have the benefit of the termsimplied by Sections 13 (correspondence with description), 14 (satisfactory quality and fitnessfor purpose) and 15 (sale by sample) of the Sale of Goods Act 1979.
14.3 In no circumstances except under clause above and save for:‐
14.3.1 Any liability in relation to death or personal injury occasioned solely by the negligence of the Company or its employees; or
14.3.2 Any liability arising under Part 1 of the Consumer Protection Act 1987 shall be the Company’sliability whether contractual or in respect of any negligence or otherwise to the Buyer arising under or out of or in connection with any contract for the supply of Goods exceed the cost to the Buyer in replacing or repairing the said Goods. Except in any case where a claim is made under Section 12 of the Sale of Goods Act 1979 the Company shall not be under any liability for any cost or expensesincurred by the Buyer in repairing or replacing the said Goods unlessthe Company isfirst afforded a reasonable opportunity of repairing or replacing them provided that the Buyershall be entitled to effectsuch repairs or replacements before affording such an opportunity as may be reasonably necessary to prevent any consequential loss or damage to the Buyer.
14.4 Without prejudice to the generality of the foregoing the Company expressly excludesliability for direct, indirect or consequential loss arising from loss or damage to data and all consequential losses howsoever arising.
14.5 The Buyershall indemnify the Company and keep the Company indemnified on a continuing basisfrom and against all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expensesin connection herewith arising from the condition or use of the Goodsin the event and to the extent of that damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer, itsservants or agents and any breach by the Buyer of its obligationsto the Company hereunder.
15. PATENTS, TRADE MARKS
15.1 The Goods are sold subject to the rights of any person, whether in respect of any patent, trade mark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods in any part of the world; and the Buyer will in this respect accept such title to the Goods as the Company may have.
15.2 Where the goods have been manufactured or constructed according to designs or configurations or by processesspecified or supplied by the Buyer, the Buyer represents and warrants to the Company that the Goods as so designed or configured and/or the processesso used do not infringe the rights of any persons, whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods or the use of such processesin any part of the world. The Buyer shall indemnify the Company and keep the Company indemnified on a continuing basisfrom and against all actions, suits, claims, demands, losses, charges, costs and expenses which the Company may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the representations and warranties.
16.1 If the Buyer failsto take and pay for Goodssold in accordance with the Contract the Company shall be at liberty to treat the contract as repudiated without prejudice to the Company’s right to recover from the Buyer by way of damages any loss or expense which the Company may suffer or incur by reason of the Buyer’s default and the Company shall be entitled to dispose of the Goods as he shall think fit and shall not be under any liability to account to the Buyer for the price received therefore or otherwise.
16.2 The Company shall have the right immediately to terminate the Contract at any time upon occurrence of any of the events specified in clause 12. Upon any such termination the Company shall have the right to be paid the price of the Goods manufactured or supplied to the date of cancellation and the Buyer shall take over and pay for at the current price such materials as have been allocated by the Company to the Contract. submitsto the jurisdiction of the English Courts but the Company may enforce any judgement in any Court of competentjurisdiction.
17. TELECOMMUNICATIONS EQUIPMENT / SERVICES
17.1 When the equipment supplied by the Company is to be used in conjunction with Telecommunication companies lines or apparatus then the following additional conditionsshall apply:
17.1.1 Telecommunication companies shall have the right to require modificationsto be carried out to equipment which is already installed and in use. Any modifications required will be carried out at the Customers expense.
17.1.2 In no event shall the Company be liable for damages, loss or injury to Telecommunication companies equipment or personnel in connection with or arising out of the Customers act or neglect.
17.1.3 In no event shall the Company be liable for damages, costs, and penaltiesresulting from technical problems or delays during any implementation caused by telecommunications companies.
17.4 Any quotations orservice advice that involves telecommunications, internetservices are based on ‘as available at the time’ the Company cannot be liable for costs, penaltiesfor any newer services, that telecommunication companies bring out after quotation, advice. Nor is Company liable with reference to down time, or intermittent problems caused by telecommunication companies.
17.5 The Company reservesthe right to sub contract out any installation, support and consultancy of any Telecommunications work
18.1 The Customer agrees and undertakesthat it will not solicit, or endeavour to solicit, in any way the services of any staff member of the Company with whom it has had dealings during a period of three monthsimmediately prior to its aproach.
18.2 This undertaking shall not apply in respect of any staff member who without having been previously approached directly or indirectly by the Customer respondsto any advertisement placed by the Customer or on the Customer’s behalf.
18.3 Should the Customer breach the terms of this undertaking and employ or engage a staff member (without the Company’s prior consent) the Company reservesthe right to charge the Customer a fee of 20% of the staff member’s annual earningsfrom the Company.
19. DATA PROTECTION
19.1 The customer agreesthat the Company may make such enquiries and searches and obtain such references asit considersreasonable from any person firm or company including any credit reference agency, and further agreesthat the Company may keep a record of any such search on its files. The Customer understands and acceptsthat any credit reference agency used, will keep a record of any such search and will share that information with other businesses.The Company may also make enquiries about the principal directors with a credit reference agency. The Company will monitor and record information relating to your trade performance and such records may be made available to credit reference agencies, who will share that information with other businessesin assessing applications for credit and fraud prevention.
19.2 It is a condition of this Contract that the Customer enters this Contract as principal and not as agent for any other person or party. The Customer by entering this Contract agrees and represents that it does so as principal and not as agent. However, if the contrary to this, The Customer does enter in to this Contract as agent, then The company may sue and its election obtain judgment against the principle party.
19.2 If as a result of any non‐payment or any other breach of this Contract by the Customer instructs solicitors, or takes any steps, action or proceedings howsoever to obtain payment or to entertain its rights hereunder, the Customer shall be obliged fully to indemnify the Company in respect of any costs (which, if proceedings are issued, shall be paid by the Customer on the indemnity basis) or expenses or liabilities thereby suffered or incurred by the Company.
19.3 If at any time one or more of the Conditions in this document becomes in whole or in part void, invalid or or unenforceable then the remainder of these Conditions shall nevertheless remain valid and enforceable.
19.4 All notices hereunder shall be in writing and shall be given by hand or sent prepaid first class post, facsimile or to the party concerned at its last known address. Notices sent by first class shall be deemed (in the absence of earlier receipt) to have been delivered forty eight hours after despatch and notices sent by facsimile or telex shall be deemed to have been delivered on the first working day following the date of their despatch.
19.5 The construction, performance and validity of the Contract and of these conditions shall in all respects be governed by the laws of England and the parties to this Contract hereby submit to the exclusive jurisdiction of Courts of England and Wales.
19.6 Associated Company shall mean Bluesys IT Services or any subsidiary thereof (unless otherwise expressly defined) and “subsidiary” shall have the meaning as defined by section 736 of the Companies Act 1985.
19.7 These terms may not be varied unless such variation shall have been expressly agreed in writing by a duly authorised representative of the Company. In relation to orders that have not yet been agreed, The Company reserves the right to change its standard terms and conditions and to give notice of the same to the Customer. The change(s) will take effect on the deemed day of service of such notice.
19.8 No delay or omission on the part of the Company in exercising any right, power or remedy provided by law or under this agreement shall:
(1) Impair such right, power or remedy; or
(2) Operate as a waiver thereof.
19.9 The single or partial exercise of any right, power or remedy provided by law or under these terms shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
19.10 The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
19.11 Waiver by the Company of the performance of an obligation on one or more occassions will not amount to waiver of that obligation on any other occasion.
19.12 At the Company’s choice, invoices and statements can be sent by electronic means to an address which the customer shall supply. Such documents shall be deemed to have been received 4 hours after sending by the Company.
20. FORCE MAJEURE
20.1 THE Company shall not be liable for any delay or failure in performance of its obligations under the Contract which is due to or results from any circumstances beyond its reasonable control including but not limited to delays or defaults of suppliers, or the defaults of any sub‐contractor, war, strike, lock‐out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour. In any such event the Company shall be entitled to delay or cancel delivery of the Equipment. If due to any such event the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.
21.1 No forbearance, indulgence, time or relaxation on the part of the Company granted to the Buyer in respect of any of the conditions shall in any way affect, diminish, restrict or prejudice rights or powers of the Company under any contract for sale of goods or operate as or be deemed to be a waiver or any breach by the Buyer of any of these Conditions.
22.1 Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by electronic means or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
3. LEGAL CORRESPONDENCE CONTRACTS
23.1 It is a condition that only a Director of the Company are legally entitled to sign on behalf of the company any legal documentation The company shall not be liable and no contract shall be valid unless these conditions are met
24.1 In the event of any of the Conditions being determined to be invalid, unlawful or unenforceable to any extent such term or condition shall be severed from the body of any Contract made upon the Conditions and the remainder of such Contract shall continue to be valid and enforceable to the fullest extent permitted by law.
25. PROPER LAW
25.1 Any Contract between the Company and the Buyer shall be given by and construed in Accordance with English Law and the Buyer
26 ESCASCALATION AND DISPUTE RESOLUTION
26.1 In the event that a dispute arises and is not satisfactorily resolved by the appointed representatives provided by either party within two weeks then a mediator will, with the agreement of both parties, be appointed by the Centre for Dispute resolution (CEDR).
26.2 If the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed shall become binding.
26.3 All negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.
26.4 If the parties are not prepared to agree to the dispute being referred to a mediator or fail to reach an agreement within 2 months of the mediator being appointed then either party may exercise any remedy that it has under this Agreement.