GENERAL
1. In these Conditions of Sale:
“The Company” means Chapter Zero Limited ‘the Buyer means the person, firm or company ordering or buying Services from the Company.
“The Services”means the subject matter of the relevant order or contract for sale.
“The FDS” means the Functional Design Specification.
2. No contract in respect of the Services between the Company and the Buyer shall exist until the Buyer’s order or signed FDS has been accepted by the Company. In the event that the Buyer’s order seeks to make the sale subject to terms different from these conditions, acceptance of the Buyer’s order/FDS by the Company (whether or not such acceptance is accepted by formal order acknowledgement) shall be deemed to be a fresh offer by the Company on the basis of these conditions. In which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the Services by the Buyer shall constitute acceptance of the Company’s offer and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of those conditions except insofar as the same are expressly consented to in writing by the Company. Additions to the FDS must be treated as a separate contract between the Buyer and the Company.
PRICE
3. Quoted prices do not include installation charges unless quoted on the sales contract. Any work carried out additional to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged.
4. The prices for the Services shall be those ruling at the date of sales contract or FDS and the Company reserves the right to amend its quoted prices at any time prior to the date of the sales contract.
PAYMENT
5. Payment must be made as agreed in the Terms whether by STO/30days or any other agreement between the parties. Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days the Company shall then be entitled to payment for work already carried out, materials specially ordered and any other additional costs.
CREDIT POLICY AND PAYMENT INFORMATION
6. Our credit terms are 30 days net from date of invoice. However some services are based on a monthly standing order or a deposit and further payments over a period of time agreed at the point of sale. Where applicable, statements are sent out at monthly intervals to enable you to check your current invoices paid and due. Accounts with overdue balances could be subject to interest and all support and reporting services withdrawn until the account is brought into order. Repeated failure to keep to our credit terms will result in the withdrawal of Service. The Company will charge interest as set out by the Late Payment of Commercial Debts (Interest) Act 1998.
RETENTION OF TITLE
7. The Company and the Buyer expressly agree that until the Company has been paid in full for the Services comprised in this or any other sales contract between them and all outstanding amounts due to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or from any director or shareholder of the Buyer or any other such company.
(a) The Services shall remain the property of the Company and the Buyers, as bailees of them for the Company, will store the same for the Company in a proper manner without charge and in such a way that the Services are clearly identified as being the property of the Company, notwithstanding that the risk therein shall pass to the Buyer as provided herein.
(b) At any time the Company may recover from the Buyer the Services remaining in the Buyer’s possession, and for the purposes thereof may enter upon any premises of or occupied by the Buyer or any third party (with the consent of that third party).
(c) The Buyer has the right to dispose of the Services in the course of its business for the account of the Company and to pass title to the Services to their customers being bona fide purchasers for value without notice of the Company’s rights.
(d) In the event of such disposition the Buyer or its Director(s) (if a Limited Company) has the fiduciary duty to account to the Company for proceeds thereof but may retain there from an excess of such proceeds over the amount outstanding to the Company under this or any other sales contract between them and for all outstanding amounts due to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or from any director or shareholder of the Buyer or any other such company.
8. Notwithstanding the preceding condition, all risk in respect of the Services shall be assumed by the Buyer upon delivery of the same to him.
BUYERS PROPERTY
9. (a) The Buyer’s property supplied to the Company by or on behalf of the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk and the Buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer’s property left with the Company before receipt of the order or after notification to the Buyer of completion of the work.
LATE DELIVERY
11. Whilst the Company will use its best endeavours to deliver the Services in accordance with the Buyer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
DEFECTIVE PRODUCTS
12. The Company’s liability (both in contract and in tort) in respect of defects in the Services shall be limited to the correction faulty functionality, or the issue of credit notes in respect thereof, or the granting of a refund or other such compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the Buyer.
EXPORT CONTROL
13. The Buyer shall not resell outside the UK any of the Products covered by the Export of Services (Control) Order 1987 (or any re-enactment thereof) or the Export Administration Act 1979 (as amended) of the USA (or any re-enactment thereof) without obtaining all necessary licences there under and will not resell such Services within the UK to a purchaser knowing (or being given reasonable grounds to suspect by the purchaser) that the purchaser intends to export such Services without first obtaining either such licences or a copy of such licences obtained by the purchaser.
RECRUITMENT OF EMPLOYEES
14. The parties hereto accept that either party will suffer loss if a member of their staff accepts an offer of permanent employment with the other party during the continuance of this contract and six months thereafter. If such a member of the party’s staff accepts such an offer of employment with the other party other than as a result of a relevant bone fide employment advertisement in the national or trade press, the new employing party agrees to pay the other party the equivalent of six months salary for that member of staff. The provisions of this clause shall apply to subsidiaries, associates and parent companies of either party.
FORCE MAJEURE
15. The Company reserves the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lockouts, riot, hostilities, non-availability of materials or supplies or any other event outside the control of the Company; and the Company shall not be held liable for any breach of contract resulting from such an event.
CANCELLATION
16. The Company may withhold or cancel further any services under the contract of sale and may recover all losses resulting there from if the Buyer:
(a) fails to make payment on the due date under any contract with the Company, or
(b) enters into a composition with its creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a Court shall order it to be wound up, or commits an available act of bankruptcy, or
(c) is in breach of any items and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights).
The exercise of rights under condition 15 shall be without prejudice to the Company’s other rights of remedies.
LAW
17. The parties agree to submit to the non-exclusive jurisdiction of the English Courts.