are incorporated in all contracts for the sale of goods
or systems (“goods”) between TECHSOFT UK LIMITED (“the
Company”) and Customers for the goods (‘the Customer”).
1.1 Orders are accepted only on these
1.2 Any variation of these terms in any
document or otherwise without the written consent of the
Company shall have no effect and, for the avoidance of
doubt, any endorsement made on this contract or on any
other document passing between the parties shall not be
deemed to be a valid variation.
1.3 The clause headings do not form
part of the contract.
1.4 Subject to clause 6.8.4 the Company
and the Customer acknowledge that they have not entered
into this agreement in reliance on any representation or
statement made by the Company not expressly set out in
this contract and as such the Company and Customer
accept that this contract forms the entire agreement
2.1 Delivery is deemed to take place at
the Company’s place of business.
2.2 Time shall not be of the essence
with regard to delivery.
2.3 Any time quoted is an estimate only
and the Company shall not be liable for failure to
deliver within the time quoted.
2.4 The Company reserves the right to
implement any systems in stages.
2.5 The Company shall not be liable for
any non-delivery of goods (even if caused by the
Company’s negligence) unless the Customer gives written
notice to the Company of the non-delivery within 7 days
of the date when the Goods would in the ordinary course
of events have been received.
2.6 Any liability of the Company for
non-delivery of the goods shall be limited to replacing
the goods within a reasonable time or issuing a credit
note at the pro rata contract rate against any invoice
raised for such goods.
3.1 The price for the Goods shall be
exclusive of any value added tax and all costs or
charges in relation to packaging, loading, unloading,
carriage and insurance, all of which amounts the Buyer
shall pay in addition when it is due to pay for the
3.2 The Company reserves the right to
vary the price of the goods by any reasonable amount
attributable to any variation between the date of the
contract and the date of delivery of the goods arising
from fluctuating rates of exchange or costs of any other
4.1 Time for payment of the price shall
be of the essence and in the case of any payment made
after credit has been granted to the Customer time shall
be of the essence in relation to each payment.
4.2 Where credit is granted to the
Customer payment is due 30 days from the date of the
invoice unless otherwise agreed in writing.
4.3 Interest will be charged on all
overdue accounts at the rate of 2% per calendar month or
part thereof and such interest shall continue to be
payable after any judgment.
5. SET-OFF AND LIEN
5.1 No payments may be withheld nor may
any counterclaims of the Customer be set off against any
payment due to the Company without the written consent
of the Company.
5.2 The Company shall have a general
and particular lien on all money and property of the
Customer in possession of the Company or its agents.
5.3 The Customer authorises the Company
to sell such goods and to apply the proceeds of sale
towards any indebtedness of the Customer to the Company.
6. WARRANTY AND LIABILITY
6.1 The Company will endeavour to
transfer to the Customer the benefit of any warranty or
guarantee it has in respect of goods manufactured by any
third party but shall have no liability under such
6.2 The Customer warrants that it shall
only use the goods in accordance with any operations
manual or other user guidelines supplied with the goods
or made available by the manufacturer and insofar as the
Company may suffer any loss howsoever arising as a
result of the Customer’s breach of this warranty the
Customer hereby indemnifies the Company against any such
6.3 The Customer warrants that the
goods shall, at all times, be used by persons properly
trained to operate the goods or, where the person
operating the goods is not properly trained to do so,
that person shall be adequately supervised by a person
who is suitably trained and the Customer indemnifies the
Company for any loss that it might suffer as a result of
the Customer breaching this clause.
6.4 The Customer warrants that it shall
take reasonable care of the goods until such time as
title in the goods passes to it in accordance with
clause 8.1 of this contract.
6.5 The Customer, until such time as
title in the goods passes to it in accordance with
clause 8.1 of this contract, warrants that the goods are
fully insured with a reputable insurance company and
that the Company’s interest in the goods are noted on
any such policy.
6.6 Under no circumstances shall the
liability of the Company in connection with defective
goods exceed the net invoice price of such goods.
6.7 Except where the Customer is
dealing as a consumer all warranties, conditions and
other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of
Goods Act 1979) are, to the fullest extent permitted by
law, excluded from the Contract.
6.8 Nothing in this contract excludes
or limits the liability of the Company:
6.8.1 for death or personal injury
caused by the Company’s negligence; or
6.8.2 under section 2(3), Consumer
Protection Act 1987; or
6.8.3 for any matter which it would be
illegal for the Company to exclude or attempt to exclude
its liability; or
6.8.4 for fraud or fraudulent
6.9 Subject to clause 6.7 and clause
6.8 of this contract:
6.9.1 the Company’s total liability in
contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or
contemplated performance of the Contract shall be
limited to the Contract price; and
6.9.2 the Company shall not be liable
to the Buyer for any pure economic loss, loss of profit,
loss of business, depletion of goodwill or otherwise, in
each case whether direct, indirect or consequential, or
any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection
with the Contract.
6.10 In contracts for the supply of
computer hardware or software a copy of the Customer’s
complete specification for the performance of the same
is annexed hereto and if no such specification is
annexed the Customer’s requirements shall be
conclusively deemed to be fulfilled by the supply by the
Company of such items as it shall in its absolute
discretion think fit.
6.11 The parties have freely negotiated
the contract including the price in the knowledge that
the liability of the Company is to be limited in
accordance with these terms. The Customer acknowledges
that a higher price would be payable but for such
7. FORCE MAJEURE
The Company shall not be under any liability of any kind
for non-performance in whole or in part of its
obligations under the contract due to causes beyond the
reasonable control of the Company. In any such event the
Company may without liability cancel or vary the terms
of the contract, including but not limited to extending
the time for performing the contract for a period at
least equal to the time lost by reason of such causes.
8.1 The Customer may return goods to
8.1.1 if the Customer is a consumer
within seven working days, beginning on the day after
the Customer received the goods. The Customer shall be
entitled to a full refund of the price of the goods and
any applicable delivery charges. The Customer will be
responsible for the cost of returning the goods to the
8.1.2 if the Customer is returning the
goods where the goods have been sent out in error, the
goods have been damaged in transit or the goods become
faulty within 28 days of the date on which the Customer
receives the goods (“28 Days”). The Customer shall be
entitled to a full refund of the price of the goods, a
refund of any applicable delivery charges and a refund
of the reasonable costs of returning the goods to the
8.1.3 if the Customer is returning
goods which do not fall into categories 8.1.1 or 8.1.2
126.96.36.199 if such goods are standard
items which are available in the Company’s product guide
or on the Company’s website from time to time (“Standard
188.8.131.52 provided that such Standard
Items are returned in their original condition in their
original packaging and have not been used; and
184.108.40.206 provided that such goods are
returned within 28 Days.
The Customer shall be entitled to a full refund of the
price of goods less the cost of any applicable delivery
charges. The Customer shall be responsible for the cost
of returning the goods to the Company.
8.2 If a Customer is seeking to return
goods, within 28 Days, which are not Standard Items
which the Company has sourced from a third party
supplier on behalf of the Customer, the Customer will
not be entitled to return such goods unless the Company
has come to an agreement with the third party supplier
in relation to the return of such goods. In these
circumstances the Customer should contact the Company
before returning the goods. If the Company is able to
agree terms for the return of goods with the third party
supplier the Company will inform the customer of that
fact and of the administrative charge or re-stocking fee
which will be incurred by the Customer as a consequence
of the return (which will be a minimum of 20% of the
price of the goods). The Customer shall be responsible
for the cost of returning the goods to the Company.
9.1 Title to the goods comprised in
each invoice rendered under this contract shall not pass
to the Customer until the Company has been paid all sums
due to it in respect of the goods and all other sums
which are or which become due to the Company from the
Customer on any account.
9.2 Until title passes under sub-clause
(a) above then the Customer shall hold the goods as
bailee for the Company and the Customer shall be in a
fiduciary position to the Company in respect of goods
(and in respect of any proceeds of sale also).
9.3 Until title passes under sub-clause
(a) hereof, the Company may at any time (regardless of
any period of credit given to the Customer) enter onto
the premises of the Customer or of its agents or
Customer to re-possess all or part of the goods and upon
such re-possession on the contract shall terminate in
respect of such goods only but without prejudice to any
rights of the Company.
10.1 Risk in the goods shall pass to
the Customer when the goods are dispatched by the
10.2 Until title passes the Customer
shall indemnify the Company against all loss or damage
to the goods or depreciation in their value.
If any of these terms is unenforceable or void at law,
it shall not affect the remainder of them or the
contract and it shall be deemed to be excluded from
these terms and where possible to be replaced by an
enforceable and valid term as near as may be to the
original in both form and effect.
12. INDEMNITY BY CUSTOMER
The Customer shall indemnify the Company from any claim
expense or liability in respect of any breach by the
Customer of any of these terms.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All intellectual property rights
and know-how in any goods, design, document, software,
program, invention, technique or information made or
compiled in connection with the subject matter of this
contract shall belong to the Company and the Customer
will respect their confidentiality.
13.2 The Company hereby licences the
Customer to lawfully use the software and literature for
such period as it retains possession of the disks and
ROMs onto which the software has been entered. The
Customer shall not copy or attempt to copy the software
or literature nor allow any other person to do so and
shall indemnify the Company against any loss it may
suffer as a result of any breach by the Customer of this
13.3 Insofar as the Company does not
own the intellectual property arising out of or in
relation to the subject matter of this contract the
Company agrees to licence, insofar as it is authorised
to do so by the owner of the intellectual property
rights involved, to the Customer those intellectual
property rights for use solely in connection with the
goods and the Customer hereby agrees to indemnify the
Company against any loss the Company may suffer as a
result of it granting any such licence to the Customer
or the breach by the customer thereof including but not
limited to loss of profit, loss of business and any
damages or costs ordered or agreed to be paid to any
party in connection with the licence and whether arising
indirectly, consequentially or otherwise.
14. TERMINATION BY COMPANY
If the Customer fails to comply with any term of the
contract; or commits any act of bankruptcy, makes an
arrangement with creditors or suffers any distress or
execution; or is ordered to be wound up or has a
receiver or administrator appointed or has a resolution
or petition to wind up its business past or present then
the Company shall have the right (without prejudice or
any other rights or remedies) to cancel any contract or
part to withhold delivery of goods and demand payment of
all sums due by the Customer to the Company.
15. THIRD PARTY FINANCE
15.1 Where the goods are to be
purchased or funded by a third party for the use of the
Customer, the Customer shall nevertheless be liable for
the full amount of the purchase price unless and until
the price has been fully paid by the third party.
15.2 The Customer warrants that any
third party financier has been put on notice of and
shown a copy of this terms of trading and the Customer
indemnifies the Company for any loss it may suffer as a
result of a third party financier not being put on
notice of the applicability these terms.
Where the Company contracts to install or commission
goods the Customer shall provide all necessary power
connections and staff and other facilities and a
suitable environment and if installation is delayed due
to non-availability or inadequacy of any of these the
Company shall be entitled to charge extra accordingly.
17.1 The parties to the Contract do not
intend that any term of the Contract shall be
enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that is not a party to
17.2 The formation, existence,
construction, performance, validity and all aspects of
this contract shall be governed by English law and the
parties submit to the exclusive jurisdiction of the