|
1. |
Definitions |
| |
The "Organisation" shall mean
More4Business Consultants and Services.
The "Customer" shall mean the purchaser of the Goods.
The "Software" shall mean the version of
CostCalc
4.4
supplied
on CD or by any mutually acceptable
alternative method
to the Customer by the Organisation.
The "Goods" shall mean all goods and services embodied in the
Order.
The "Order" shall mean the Customer's
offer to purchase the Goods on the Conditions.
The "Conditions" shall mean the terms and conditions contained
herein.
The "Contract" shall mean the Organisation's written
acceptance of the Order.
"Written acceptance" shall mean the Organisation's
communication in text form transmitted by electronic means or by typed or handwritten hard
copy to the Customer.
"Delivery" shall be ex-works.
"Customer acceptance" shall mean acceptance of the software by
the Customer on the basis that Best Efforts have been used to
achieve accurate design. |
|
2.
|
General |
|
2a.
|
In
the event of any inconsistency between the Conditions and
those of the
Customer or any other party, the Conditions shall prevail. |
|
2b. |
Any variation in the Conditions agreed between the
parties shall be confirmed by written acceptance by an
authorised officer of both parties. |
| 2c. |
Any forbearance shown by either party in respect of any
of the Conditions shall not be a waiver of any rights under
the Conditions. |
| 2d. |
The Customer shall not assign the Contract or any rights
there under without the written consent of the
Organisation. |
| 2e. |
The headings in the Conditions are for convenience only
and shall not affect the construction thereof.
|
|
3. |
Quotations and Prices |
| 3a. |
Unless otherwise specified by the Organisation in
writing and subject to Clause 3b of the Conditions, quotations
are valid for 30 days from the date
of quotation stated on the Organisation's written confirmation
thereof. |
| 3b. |
The Organisation shall provide the Customer with a copy of
these Terms and
Conditions at the same time as providing the quotation. |
| 3c. |
The Organisation reserves the right:
(i) to pass on to the Customer
increases in costs to it after the date of the quotation and
before delivery including but not limited to
increases relating to materials, packaging and
carriage.
(ii) to charge for any additional
design work or amendments to specifications of the Goods used
for quotation purposes. |
| 3d. |
All prices are ex-works and exclusive of value added tax which
where
stated
shall be payable in addition by the customer. |
| 4. |
Delivery |
| 4a. |
Dates for delivery are given in good faith but are not
guaranteed. |
| 4b. |
Risk shall pass to the Customer on Delivery of the Goods, or
in the event of delayed delivery pursuant to clause 4 of the
Conditions, from the commencement of the
delay. |
| 4c. |
Upon Delivery, Goods must be signed for unexamined and the
Customer shall notify any claim in writing to the
Organisation:
(i)
for visible physical damage within 5 (five) working
days after receipt
of the Goods and
(ii) for invisible damage within 30
(thirty) working days after receipt of
the
Goods. |
| 4d. |
In the event of a claim, under 4c, the Organisation
shall be given a
reasonable opportunity to inspect the Goods in the state or
condition in which they were
received. If necessary for this purpose the Customer shall
grant access to the site at which the damage is claimed to
have been
demonstrated. |
| 4e. |
The Organisation reserves the right to deliver the Goods in
more than one consignment and to invoice each consignment
separately. |
| 4f. |
Customer acceptance of the product shall be on the basis given
in Clause
1 of this document. |
| 5. |
Payment |
| 5a. |
An invoice shall be sent to the
Customer at the same time as the written
acceptance
of the Order (the Contract). |
| 5b. |
Payment in advance of delivery shall
be made by the Customer within less than 30 (thirty) working days of the date
of receipt by the Customer of the written
acceptance of the Order (the Contract) and in any event, with
the period specified in 3a. |
| 5c. |
Time is of the essence in payment of all invoices and the
Organisation reserves the
right to suspend deliveries or to terminate the Contract when payment is overdue. |
| 6. |
Limitation of use |
| 6a. |
Purchase of the software entitles the Purchaser to use it on
any computer
that
operates within the confines of the Customer's specified
site address to which the Goods are despatched and save
the exception defined in 6b,
on no other. |
| 6b. |
In
the case of portable computers the software may be used
therein
provided such computers have been purchased by the Customer
and
carried by employees based at the Customer's specified site
address. |
| 7. |
Representations, Conditions, Warranties and Exclusions |
| 7a. |
To the extent permitted by applicable law the software
and any support
services are provided "as is" without any warranty of any
kind, either express or implied or
consequential, without limitation, the implied warranties of
merchantability, fitness for purpose or
non-infringement. While best efforts are used in design
and realization of computer software programmes they are
inherently complex and the software
may not be free
of errors. The More4Business software is provided with all faults and the
entire risk as to satisfactory quality, performance and accuracy in relation to the
customer's usage is with the Customer. |
| 7b. |
The Organisation will within a reasonable
time:
(i) at its discretion replace or repair Goods found to its
satisfaction to have been damaged in transit
between its premises and those of the Customer.
(ii) credit and make good any
admitted shortages at the previously invoiced price.
(iii) replace and deliver Goods found
to its satisfaction not to have been delivered to the
Customer. |
| 7c. |
The Organisation will at its discretion replace free of
charge any of the goods
found to be defective by reason of faulty materials or the
absence in whole or in part of a software folder or
file provided the goods are returned to the Organisation
carriage paid immediately the Customer
becomes aware of the defect and
in any event no later than 1 (one) year after Delivery and
provided further that the Goods have
not been tested, used or
stored outside the specified environmental limits. |
| 7d. |
Goods returned hereunder will, if found not to be defective or
if
containing a defect for which
the Customer is responsible, be returned to
the
Customer and be subject to a handling charge of 10% of the
original
price. |
| 7e. |
The Organisation's obligation under clauses 7b and 7c
to replace or repair the Goods is the sole
liability of the Organisation and all other
representations, warranties, conditions, terms and statements
express or
implied, statutory or
otherwise, are hereby excluded. |
| 7f. |
The
Organisation shall not be responsible for any other direct or
indirect
consequential
or other loss, or loss of profits (including but not
limited to loss of data) of whatever kind and
howsoever arising. |
| 8. |
Health and Safety |
| |
The Organisation hereby gives notice that it has information
available concerning health and safety aspects of materials
supplied in the Goods when used in the manner for which they
are intended. Unless the Customer requests such information in
writing it will be assumed that it is
not required. |
| 9. |
Support Services |
| |
The Organisation may supply the Customer with support services
related to the Software. Use of support services is governed
by the user's operating manual, on
line documentation and help data within the Software as they
may be modified from time to time. |
| 10. |
Intellectual Property Rights |
| 10a. |
The Software is protected by copyright. The Customer agrees
not to copy, remove or
modify any protected data or any formula within the software
unless express permission has been
obtained in writing from the Organisation to do so. |
| 10b. |
The Customer agrees not copy any part of the Software for the
purpose of passing it to any third party. In this context
"Third party" shall include any associate
businesses of the Customer that exist outside the premises to
which the Goods have been delivered. |
| 11. |
Disputes |
| 11a. |
All disputes or disagreements of whatever kind notified
by either party shall be discussed between the parties and
settled amicably. |
| 11b. |
In the event of a dispute that remains after all
reasonable attempts at compromise or agreement have failed, the
dispute shall forthwith be referred
to an arbiter appointed by the London Court of Arbiters whose
decision shall be binding on both parties. |
| 11c. |
During the period of investigation by the appointed
arbiter, the Contract shall continue as if no dispute existed. |
| 11d. |
The cost of such referral shall be paid by the parties
in such proportions as are decided by the appointed arbiter. |
| 12. |
Force Majeure |
| |
The Organisation shall have the right to delay Delivery if it
is prevented from or hindered in the delivery of the Goods
through any circumstances beyond its reasonable control, including but not
limited to strikes, lock- outs, labour disputes, armed conflict, civil disturbance or riot, fires, floods, acts of God, acts
of terrorism, acts of Government, currency restrictions. |
|
13. |
Default |
| |
If the Customer commits any breach of the Contract or any of
its obligations under the terms of these Conditions of Sale or
becomes insolvent or unable to pay its debts or commits any
act of bankruptcy or (being a limited company) goes into a
liquidation other than a voluntary
liquidation for the purpose of amalgamation or reconstruction
only or have a receiver appointed of its undertaking or
assets, the Organisation
may without notice terminate
the contract or the unfulfilled part thereof. |
| 14. |
Cancellation |
| 14a. |
If the
Customer cancels the Order or any part thereof within 3
(three) working days of the date of placement of
the Order by the Customer, the
Customer shall have no liability to the Organisation. |
| 14b. |
If the
Customer cancels the Order or any part thereof after the 3
(three) working days stated in 14a but before the expiry of 10
(ten) working days and if the goods
have been despatched prior to the expiry of the 10 (ten)
working days and the Customer has not broken
the seal on the CD envelope or otherwise loaded the
software, the Customer shall have no liability to the
Organisation other than the Organiser's cost
of postage and packaging. |
| 14c. |
If
the Customer cancels the Order or any part thereof after the
10 (ten) working days stated in 14b, the Customer agrees to
pay the Organisation all costs incurred by the Organisation in
respect of the Order and 10% of the value of that part or
those parts of the Goods affected by
the cancellation. |
| 14d. |
In respect of any
cancellation under Clause 4b or 14c, the Customer shall
return the affected Goods in good condition
at its own expense. |
| 15. |
Law |
| |
The
Conditions and the Contract shall be governed by English Law
and the parties hereby
submit to the non-exclusive jurisdiction of
the English courts. |
|
More4Business. Terms and
Conditions of
Sale
(License Version)
If
you do not agree to these Terms and Conditions of Sale, do not install the
Software.
|
|
1. |
Definitions |
| |
The "Organisation"
shall mean More4Business
Consultants and Services.
The "Customer" shall
mean the purchaser of the Goods.
The "Software" shall
mean the version of
CostCalc
4.4
supplied
on CD or by any mutually acceptable
alternative method to the Customer by the Organisation.
The "Goods" shall mean
all goods and services embodied in the Order.
The "Order"
shall mean the Customer's offer to purchase the Goods on the Conditions.
The "Conditions" shall
mean the terms and conditions contained herein.
The "Contract" shall
mean the Organisation's written acceptance of the Order.
"Written acceptance"
shall mean the Organisation's communication in text form transmitted by electronic means or by typed or handwritten hard copy to the
Customer.
"Delivery" shall be ex-works.
"Customer acceptance" shall mean acceptance of the software by the Customer on
the basis that Best Efforts have been used to achieve accurate design. |
|
2.
|
General |
|
2a.
|
In the event of any inconsistency
between the Conditions and those of the Customer
or any other party, the Conditions shall prevail. |
|
2b. |
Any
variation in the Conditions agreed between the parties shall be confirmed by written acceptance by an
authorised officer of both parties. |
| 2c. |
Any
forbearance shown by either party in respect of any of the Conditions shall not be a waiver of any rights under the
Conditions. |
| 2d. |
The Customer shall not assign the
Contract or any rights there under without the written consent of the
Organisation. |
| 2e. |
The
headings in the Conditions are for convenience only and shall not affect the construction thereof.
|
|
3. |
Quotations and Prices |
| 3a. |
Unless
otherwise specified by the Organisation in writing and subject to Clause 3b of the Conditions, quotations
are valid for 30 days from the date of quotation stated on the Organisation's written
confirmation thereof. |
| 3b. |
The Organisation shall provide the
Customer with a copy of these Terms and
Conditions at the same time as providing the quotation. |
| 3c. |
The Organisation reserves the right:
(i) to
pass on to the Customer increases in costs to it after the date of the quotation and before delivery including but
not limited to increases
relating to materials, packaging and carriage.
(ii) to
charge for any additional design work or amendments to specifications of the Goods used for quotation purposes. |
| 3d. |
All prices are ex-works and
exclusive of value added tax which where stated
shall be payable in addition by the customer. |
| 4. |
Delivery |
| 4a. |
Dates for delivery are given
in good faith but are not guaranteed. |
| 4b. |
Risk shall pass to the Customer on
Delivery of the Goods, or in the event of
delayed delivery pursuant to clause 4 of the Conditions, from the commencement
of the delay. |
| 4c. |
Upon Delivery, Goods must be
signed for unexamined and the Customer shall
notify any claim in writing to the Organisation:
(i)
for visible physical damage within 5 (five) working
days after receipt of the Goods and
(ii) for
invisible damage within 30 (thirty) working days after receipt of
the Goods. |
| 4d. |
In the event of a claim, under 4c, the Organisation
shall be given a reasonable
opportunity to inspect the Goods in the state or condition in which they were received. If necessary
for this purpose the Customer shall grant
access to the site at which the damage is claimed to have
been demonstrated. |
| 4e. |
The Organisation reserves the
right to deliver the Goods in more than one consignment
and to invoice each consignment separately. |
| 4f. |
Customer acceptance of the product shall be on the basis given
in Clause
1 of this document. |
| 5. |
Payment |
| 5a. |
An
invoice shall be sent to the Customer at the same time as the written
acceptance of the Order (the Contract). |
| 5b. |
Payment in
advance of delivery shall be made by the Customer within less than 30 (thirty) working days of the date of
receipt by the Customer of the written acceptance of the Order (the Contract) and in any
event, with the period specified in 3a. |
| 5c. |
Time is of the essence in
payment of all invoices and the Organisation reserves
the right to suspend deliveries or to terminate the Contract when payment is overdue. |
| 6. |
Limitation of use |
| |
Purchase of the Software entitles
the Purchaser to load and use the
Software
on the number of computers specified in the License and on
no other computer or electronic device.
|
| 7. |
Representations, Conditions,
Warranties and Exclusions |
| 7a. |
To
the extent permitted by applicable law the software and any support services are provided "as is"
without any warranty of any kind, either express or implied or consequential,
without limitation, the implied warranties
of merchantability, fitness for purpose or non-infringement. While best efforts are used in
design and realization of computer software programmes
they are inherently complex and the software may not
be free of errors. The More4Business software is provided with all faults and the entire risk as to satisfactory quality, performance and accuracy in relation to the customer's usage is with the Customer. |
| 7b. |
The Organisation will within a
reasonable time:
(i) at its discretion replace or repair Goods found to its
satisfaction to have been damaged in
transit between its premises and those of the Customer.
(ii) credit
and make good any admitted shortages at the previously invoiced price.
(iii) replace
and deliver Goods found to its satisfaction not to have been delivered to the Customer. |
| 7c. |
The Organisation will at its
discretion replace free of charge any of the goods
found to be defective by reason of faulty materials or the absence
in whole or in part of a software
folder or file provided the goods are returned
to the Organisation carriage paid immediately the Customer
becomes aware of the defect and in any
event no later than 1 (one) year after
Delivery and provided further that the Goods have not
been tested, used or stored outside
the specified environmental limits. |
| 7d. |
Goods returned hereunder will, if
found not to be defective or if
containing
a defect for which the Customer is responsible, be returned to
the Customer
and be subject to a handling charge of 10% of the original
price. |
| 7e. |
The Organisation's obligation
under clauses 7b and 7c to replace or repair the Goods is the sole liability of the
Organisation and all other representations, warranties, conditions, terms and statements
express or
implied, statutory or
otherwise, are hereby excluded. |
| 7f. |
The Organisation shall not be
responsible for any other direct or indirect
consequential
or other loss, or loss of profits (including but not limited
to loss of data) of whatever kind
and howsoever arising. |
| 8. |
Health and Safety |
| |
The Organisation hereby gives
notice that it has information available concerning
health and safety aspects of materials supplied in the Goods when used in the manner for which they are
intended. Unless the Customer
requests such information in writing it will be assumed that
it is not required. |
| 9. |
Support Services |
| |
The Organisation may supply
the Customer with support services related to
the Software. Use of support services is governed by the user's operating manual, on line
documentation and help data within the Software
as they may be modified from time to time. |
| 10. |
Intellectual Property Rights |
| 10a. |
The Software is protected by
copyright. The Customer agrees not to copy, remove
or modify any protected data or any formula within the software unless express permission has
been obtained in writing from the Organisation
to do so. |
| 10b. |
The Customer agrees not copy any
part of the Software for the purpose of passing
it to any third party. In this context "Third party" shall include any associate
businesses of the Customer that exist outside the premises to which the Goods have been delivered. |
| 11. |
Disputes |
| 11a. |
All
disputes or disagreements of whatever kind notified by either party shall be discussed between the parties
and settled amicably. |
| 11b. |
In the
event of a dispute that remains after all reasonable attempts at compromise or agreement have failed, the
dispute shall forthwith be referred to an arbiter appointed by the London Court of
Arbiters whose decision shall be
binding on both parties. |
| 11c. |
During the
period of investigation by the appointed arbiter, the Contract shall continue as if no dispute existed. |
| 11d. |
The cost
of such referral shall be paid by the parties in such proportions as are decided
by the appointed arbiter. |
| 12. |
Force Majeure |
| |
The Organisation shall
have the right to delay Delivery if it is prevented from or hindered in the delivery of the Goods through any circumstances beyond its
reasonable control, including but not limited to strikes, lock- outs, labour disputes, armed conflict, civil disturbance or riot, fires, floods, acts of God, acts of terrorism, acts of Government,
currency restrictions. |
|
13. |
Default |
| |
If the Customer commits any
breach of the Contract or any of its obligations
under the terms of these Conditions of Sale or becomes insolvent or unable to pay its debts or commits any act of
bankruptcy or (being a limited
company) goes into a liquidation other than a voluntary liquidation for the purpose of
amalgamation or reconstruction only or have
a receiver appointed of its undertaking or assets, the
Organisation
may without notice
terminate the contract or the unfulfilled part thereof. |
| 14. |
Cancellation |
| 14a. |
If the
Customer cancels the Order or any part thereof within 3 (three) working days of the date of placement
of the Order by the Customer, the Customer
shall have no liability to the Organisation. |
| 14b. |
If the
Customer cancels the Order or any part thereof after the 3 (three) working days stated in 14a but before the
expiry of 10 (ten) working days and if the goods have been despatched prior
to the expiry of the 10 (ten) working
days and the Customer has not broken the seal on the
CD envelope or otherwise loaded
the software, the Customer shall have no liability
to the Organisation other than the Organiser's cost of
postage and packaging. |
| 14c. |
If the
Customer cancels the Order or any part thereof after the 10 (ten) working days stated in 14b, the Customer
agrees to pay the Organisation all
costs incurred by the Organisation in respect of the Order and 10% of the value of that part or those parts of the
Goods affected by the cancellation. |
| 14d. |
In respect of any
cancellation under Clause 4b or 14c, the Customer shall return
the affected Goods in good condition at its own
expense. |
| 15. |
Law |
| |
The Conditions and the
Contract shall be governed by English Law and the
parties hereby submit to the non-exclusive jurisdiction of
the English courts. |
