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CYBERFORTH Limited - STANDARD TERMS AND CONDITIONS OF SALE
The following terms and conditions (“the Conditions”) are the terms on which Cyberforth Limited (“Cyberforth Ltd”) sells products and services and supersedes all other terms and conditions relating to the subject matter of these Conditions. This version dated 01 January 2001.
1. CONTRACT
1.1. If a contract is not explicitly defined, then acceptance of the quotation by the Customer shall make the provisions of the quotation deemed to be “the contract” per se.
1.2. Placing an order in writing, electronically transmitted message or verbally, will form a contract that will be governed by the terms set out in this document.
2. PRICE AND PAYMENT
2.1. The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Seller and payment of the Price shall be made by the Buyer within 30 days of the date of the invoice for the Goods.
2.2. If a payment or part-payment is deemed “on delivery” then the goods must be paid for on delivery of the system and paid before commissioning.
2.3. If a payment or part-payment is to be made “After commissioning”:
2.3.1. If commissioning cannot be started within 30 days of delivery through no fault of Cyberforth Ltd, then the amount shall become payable thereafter.
2.3.2. If commissioning cannot be started within 60 days of delivery through no fault of Cyberforth Ltd, then the Customer shall be liable for a further commissioning fee, subject to a quotation of price and delivery time. All original monies outstanding must be paid before a further commissioning contract can be issued.
2.4. If the Price is not paid by the due date interest shall accrue both before and after judgment on the unpaid portion of the Price at the rate of 4 per cent above the bank base rate’
2.5. The Price does not include the cost or expenses of an Engineer on site unless stated specifically in the contract.
2.6. Payments may be made by cheque made payable to “Cyberforth Ltdl” or (by mutual consent), by direct transfer of funds into our bank account. (Details supplied on request).
3. TECHNICAL INFORMATION
3.1. The Customer shall be responsible for supplying any technical details or specialist equipment (including software) that is required to complete the service.
3.2. The Customer shall supply, free of charge, any specialist equipment or software that may be required and which may be reasonably assumed not to be in the possession of Cyberforth Ltd in their professional capacity of software engineers.
3.3. If the Customer does not meet the foregoing section, Cyberforth Ltd shall have the right to cancel the job without damages to themselves and shall be compensated by the Customer for work already done up to 100% of the contract price.
3.4. If the Customer does not supply a detailed and complete specification, the Customer will forego the right to decline acceptance of the product or service due to missing features not specifically detailed in the contract.
4. GOODS
4.1. The description and quantity of the goods to be sold (“the Goods”) shall be as set out in the quotation provided by the Seller to the Buyer (“the Quotation”). The quoted price shall be valid for 30 days from the date of the quotation.
5. DELIVERY
5.1. The Seller shall deliver the Goods to the Buyer at the address of the Buyer as shown on the Quotation on the date shown on the Quotation. Time shall not be of the essence for delivery
6. ACCEPTANCE
6.1. The Buyer shall be deemed to have accepted the Goods if they have not been rejected on or before the 7th day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part after such date.
7. TITLE AND RISK
7.1. The Goods shall be at the risk of the Buyer following delivery
7.2. Notwithstanding delivery title in the Goods shall not pass to the Buyer until the Seller has made payment of all sums owing to the Buyer
7.3. Until such time as title in the Goods passes to the Buyer the Seller shall have the right to repossess or otherwise recover the Goods
7.4. Unless otherwise stated, source code will not be provided.
7.4.1. In the cases where source code is provided, the source code will be provided only when all payments have been met. The source code will consist of all source code originally written for this project plus licences (but not source code) for any DLL or ActiveX components that have been developed for general use by Cyberforth Ltd. We will provide enough software so that the customer shall be able to modify and recompile the application.
7.4.2. Escrow. If source code is not provided then it will be made available to the Customer if Cyberforth Ltd becomes insolvent and unable to perform requests of the Customer for which it should normally be able to do so. In these cases, the code is supplied for maintenance only of the Customer’s own product and may not be copied, resold, transferred or published.
7.4.3. In the event of a sale of Cyberforth Ltd to another Company, the source code and rights will be transferred to that company and unless the new company states that it will not support the product, escrow shall not apply.
8. CANCELLATION AND MODIFICATION
8.1. Once ordered, if a Customer cancels the contract before the quoted delivery date, then the Customer is liable, at the discretion of Cyberforth Ltd, to payment of up to 100% of the order value.
8.2. If a Customer cancels the contract after the quoted delivery date through non-delivery of the goods, then Cyberforth Ltd shall not be liable for consequential loss.
8.3. If a Customer modifies the specification of the goods, Cyberforth Ltd may, at their discretion, charge an appropriate additional fee (via quotation) to modify the goods. In such case, the original delivery date shall also be revised.
8.4. If a project or service cannot be completed due to a change of policy or product of a third party vendor or due to being (reasonably) technically not possible then Cyberforth Ltd may cancel the contract without incurring damages from the Customer.
8.5. All modification requests from the Customer must be made in writing and sent to Cyberforth Ltd by post, email or fax. Cyberforth Ltd will reply in writing to confirm the request.
9. LIMITATION OF LIABILITY
9.1. Save in respect of personal injury or death due to the negligence of the Seller the Seller shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods
9.2. Without prejudice to Condition 9.1 the Seller shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement
9.3. Save in respect of personal injury or death due to the negligence of the Seller the liability of the Seller under these Conditions shall not exceed the Price
10. FORCE MAJEURE
10.1. The Seller shall not be liable for any default due to any circumstance beyond the reasonable control of the Seller including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or shortage of supply or failure to deliver of the suppliers of the Supplier
11. GENERAL
11.1. If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated
11.2. The Seller may without the consent of the Buyer sublicense its rights or obligations or any part of these Conditions.
11.3. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions
12. ENTIRE AGREEMENT
12.1. Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract
13. GOVERNING LAW AND JURISDICTION
13.1. This agreement shall be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England.
14. RIGHTS OF CONSUMER
14.1. Nothing in these Conditions shall affect the statutory rights of a consumer.
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