1. DEFINITIONS
“Conditions” means these Terms and Conditions.
“Contract" means the contract for the supply of Services and/or Software formed
by the Supplier's acceptance (which however made or communicated shall be subject
to these Conditions) of the Customer's order.
"Customer" means the person, firm or company placing an order with the Supplier.
"Software" means any, software, products and/or services which are the subject
of the Customer's order and which are to be supplied to the Customer by the Supplier
subject to these Conditions.
“Services” means any and all services which are the subject of the Customer’s order
and which are to be performed by the Supplier subject to these Conditions.
"Supplier" means Forensic Software Ltd whose principal place of business is
at Lutidine House, Newark Lane, Ripley GU23 6BS and Emily House, Hammond Road, Elms
Industrial Estate, Bedford. MK41 ORJ
2. CONTRACT
2.1 All Services supplied and Software sold by the Supplier are, as the case may
be, supplied and sold subject to these Conditions which shall govern the Contract
between the Supplier and the Customer to the exclusion of any other terms and conditions
including, without limitation, any terms and conditions of the Customer.
2.2 Supplier shall provide the Services with reasonable skill and care and in accordance
with any agreed specification.
2.3 Any changes or additions to the Services or the Contract must be in writing and
agreed by the parties.
3. QUOTATIONS
3.1 Quotations are given on a fixed price or time and materials basis and are open
for acceptance for 30 days from date of quotation following which they will lapse.
The Supplier reserves the right to charge the Customer for preparation of quotations
and/or specifications.
3.2 The prices, quantities and delivery times specified in any quotation are estimates
only which the Supplier will make all reasonable effort to achieve but are not binding
on the Supplier in any way.
3.3 Customer acknowledges that delivery times are approximate and that delivery of
the Software and/or Services may be dependent on delivery of Software and/or services
by third parties outside of the Supplier’s control and accordingly the Supplier shall
not be liable for any delay or non-performance by such third party. The Customer
shall be responsible for communicating the Customer’s required delivery dates to
any third party supplier.
4. SOFTWARE
4.1 The Supplier is not a manufacturer of the software and whilst the Supplier may
recommend third party software the Supplier shall not be liable for any defects faults
or malfunctions of whatever nature in such Software howsoever and whenever save as
otherwise provided in clause 11.2
5. ORDERS AND DELIVERY
5.1 Orders are accepted by the Supplier subject to the availability of Software for
delivery.
5.2 Delivery of the Software within the UK will be made to the address specified
in the Customer's order by such means as the Supplier deems appropriate. The Supplier
reserves the right to deliver in instalments at its discretion.
5.3 The Supplier will use all reasonable efforts to meet delivery dates but shall
not be liable to the Customer for any loss or damage including, without limitation,
any direct, indirect or consequential loss or damage, if it is delayed or prevented,
in whole or in part, from delivering the Software and/or the Services. Without prejudice
to the generality of the foregoing, the Supplier shall discuss with the Customer
any delay or non-delivery due in whole or in part to the act, omission or default of
any third party outside of the Supplier’s control with a view to alleviating the effect
of the same, but the Supplier shall not be liable as a result of any such delay or
non-delivery, shall be entitled to charge to the Customer any resulting additional time
costs incurred and reserves the right to extend any time for delivery resulting therefrom.
5.4 If the Customer refuses or fails to take delivery of the Software the Supplier
will be entitled at its discretion to store the Software at the Customer’s risk and
the Customer will, in addition to the price payable under clause 8, be liable to
pay all costs and expenses of such storage and any additional costs of carriage incurred.
5.5 All Software must be inspected by the Customer immediately on delivery. If any
Software is damaged or lost or if there has been a short delivery, the Customer must
endorse the delivery note accordingly and submit a detailed written claim within
7 days of the delivery of the Software.
6. RISK
6.1 The risk of loss or damage to the Software shall pass to the Customer upon delivery
of the Software in accordance with clause 5.2
7. PRICE
7.1 Subject to clause 7.2, the price for the Software and/or Services shall be as
stated in the Supplier’s quotation or as otherwise agreed between the Supplier and
the Customer or as confirmed by the Supplier to the Customer.
7.2 Prices for Software are subject to increase by the manufacturer at any time and
the Supplier reserves the right at any time to pass on any such price increase to
the Customer without prior notice.
7.3 Expenses shall be charged at the Supplier’s current expense rates (as amended
from time to time).
7.4 All prices are stated exclusive of the cost of delivery and Value Added Tax.
8.
PAYMENT
8.1 Payment terms are on delivery for Software and 14 days from date of invoice for
Services.
8.2 The Supplier reserves the right to charge interest on late payment at the rate
of 2 per cent above Natwest Bank plc base lending rate from time to time.
8.3 The Customer shall not set off or withhold any payments claimed or due to the
Supplier under this or any other contract.
9. TITLE
9.1 The Supplier shall retain title of the Software notwithstanding delivery and
the passing of risk until it has received payment in full and in cleared funds of
all sums due in connection with the Contract or any other account.
9.2 Until title in the Software passes to the Customer:
9.2.1 the Customer shall hold the Software as the Supplier’s fiduciary agent and
bailee and shall keep the Software separate from those of the Customer and third
parties, properly stored, protected and insured and identified as the Supplier’s property,
but shall be entitled to resell or use the Software in the ordinary course of its business;
9.2.2 provided the Software is still in existence and has not been resold, the Supplier
shall be entitled at any time to require the Customer to deliver up the Software
to the Supplier and, if the Customer fails to do so forthwith, to enter upon any
premises of the Customer or any third party where the Software are stored and repossess
the Software, or to require the Customer not to resell or part with possession of any
Software owned by the Supplier until the Customer has paid in full sums owed by it to
the Supplier under this or any other contract or to withhold delivery of any undelivered
Software and stop any Software in transit.
10. NO WARRANTY
10.1 The Supplier is not the manufacturer of the Software and gives no warranty that
the Software will be free from defects in materials and workmanship. All conditions
and warranties implied by statute or under the common law are hereby excluded.
10.2 The Supplier is not the manufacturer of the Software and gives no warranty that
the Software will be millennium compliant including, without limitation, when the
Software is used in conjunction with the Customer’s existing systems, software and/or
software.
11. LIABILITY
11.1Save as otherwise provided in this clause 11, the liability of the Supplier to
the Customer howsoever arising, whether in contract, tort or otherwise, shall not
exceed the greater of the aggregate value of the contract in question or £25,000,
per claim and in aggregate.
11.2 The Supplier shall not be liable for any indirect, special or consequential
loss or damage (including loss
of anticipated profit) howsoever arising even if the Supplier has been advised of
the possibility of the same, except that nothing shall exclude or restrict the Supplier’s
liability for any loss arising from death or
personal injury resulting from the Supplier’s negligence or its liability (if any)
under the Consumer Protection Act
1987 to a person who has suffered damage caused by a defective product, or to a dependent
or relative of such person.
11.3 The Customer shall indemnify the Supplier in respect of all actions, suits,
claims, demands, costs, charges or expenses arising from damage to or destruction
of property, person injury or death whether caused by the negligence of the Supplier,
its servants, agents or subcontractors in executing the contract or howsoever caused,
provided that the Customer shall not be liable to indemnify the Supplier in respect
of any action, suit, claim, demand, cost, charge or expense arising from personal injury
or death caused by the proven negligence of the Supplier.
11.4 All recommendations and advice given by or on behalf of the Supplier to the
Customer as to methods of storing, using or applying the Software, the purpose for
which the Software may be applied and the suitability of using the Software in any manufacturing
process or in connection with any other materials are given without liability on
the part of the Supplier.
11.5 The Supplier makes no representation or warranty that use of the Software does
not infringe the rights of any third party and the Supplier accepts no liability
in this respect.
11.6 Customer shall not be liable for any loss arising as a result of any unauthorised
access to or use of the Customer’s computer system.
12. TERMINATION
12.1 The Supplier may, by written notice and without prejudice to its other rights,
forthwith suspend or cancel any incomplete part of the Contract or stop any Software
in transit or require payment in advance of satisfactory security for further deliveries
under the Contract where:
12.1.1 the Customer makes default in any payment or otherwise be in breach of its
obligations to the Supplier under the Contract or under any other contract with the
Supplier; or
12.1.2 the Customer compounds with or executes an assignment for benefit of its creditors
or, being an individual, commits any act of bankruptcy or, being a company, enters
into voluntary or compulsory liquidation, or suffers a receiver, administrative receiver
or administrator to be appointed over all or any part of its assets; or
12.1.3 the Customer takes or suffers any similar action in consequence of debt or
becomes insolvent or
12.1.4 the Supplier has reasonable cause to believe that any of the above events
is likely to occur
13. FORCE MAJEURE
13.1 The Supplier shall not be liable to the Customer for any loss or damage caused
to or suffered by the Customer as a direct or indirect result of the supply of the
Software by the Supplier being prevented, restricted, hindered or delayed by reason
of any circumstances outside the control of the Supplier including without limitation,
circumstances affecting the provision of all or part of the Software by the Supplier's
usual source of supply or delivery or by the Supplier's normal route of means of
delivery or by the failure of any public telephone network.
14. WAIVER
14.1 The failure of the Supplier to insist upon the strict performance of any of
the terms and conditions of the Contract shall be constructed as a waiver of any
such term or condition and shall in no way affect the Supplier's right to enforce
such provision later.
15. SEVERABILITY
15.1 If any of the terms and conditions of the Contract (or part thereof) shall be
found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness
or unenforceability of such term or condition (or part thereof) shall not affect
any other term or condition (or the remaining part of the term or condition in question)
which shall remain in full force and effect.
16. GOVERNING LAW
16.1 The construction, validity and performance of the Contract shall be governed
by English law and the parties submit to the exclusive jurisdiction of the English
courts.
