Basis of the sale

1. The Company shall sell and/or install and the Buyer shall purchase the Goods in accordance with any written quotation given by the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and Conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer
   
2. No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Company
   
3. The Company's employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Company in Writing.In entering the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representatives which are not so confirmed
   
4. Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer's own risk, and the Company shall not be liable for any such advice or recommendation which is not so confirmed
   
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or any other document or information issued by the Company shall be subject to correction without any liability on the part of the Company
   
6. All descriptions, illustrations and particulars issued by the Company in catalogs, price lists, advertising matter and specifications are by the way of general description and approximate only and shall not form a part of any contract or give rise to any liability on the part of the Company
   
7. It is the Buyer's responsibility to establish that the Goods ordered are adequate and suitable for the purpose for which they are required and no liability whatsoever is accepted should the Goods not prove adequate or suitable for that purpose
   
8. There is no refunds on software once payment has been received..
   

Orders and Specifications

1. No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company's authorized representative
   
2. The Buyer shall be responsible to the Company for ensuring the accuracy of the items of any order, (including any applicable specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the contract in accordance with its terms
   
3. The quantity, quality and description of and any specification for the Goods shall be those set out in the Company's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Company)
   
4. The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Company's specification which do not materially affect their quality of performance
   
5. No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on terms that the buyer shall indemnify the Company against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation
   

Price of the Goods

1. The price of the Goods shall be the price specified by the Company in its quotation or in the Company's written acceptance of the Buyer's order and shall not be determined in catalogs, advertising material or price lists which are intended only as a guide
   
2. Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Buyer and the Company, all prices are given by the Company on a ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Buyer shall be liable to pay the Company's charges for transport, packaging and insurance
   
3. The price quoted by the Company is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Company
   

Terms of Payment

1. Subject to any terms agreed in Writing between the Buyer and the Company, the Company shall be entitled to payment on delivery or collection of the Goods as the case may be.If the Buyer wrongfully fails to take delivery of the Goods or to collect them, as the case may be, the Company shall be entitled to payment for the Goods at any time after the Company has tendered delivery or notified the Buyer that the Goods are ready for collection, as the case may be, and rendered an invoice for same.
   
2. If the Buyer fails to make any payment when due, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
   
3. cancel the Contract or suspend any further deliveries to the Buyer whether under the same contract or any other contract between the Buyer and the Company:
   
4. Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Company) as the Company may think it (not withstanding any purported appropriation by the Buyer): and
   
5. charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of two per cent per month compounded on all sums due to it until payment in full is made
   

Delivery

Unless otherwise agreed in Writing delivery of the Goods shall be made by the Company delivering the Goods to the Buyer's premises or, if some other place for delivery is agreed by the Company, delivering the Goods to that place

Any dates quoted for delivery for the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused.Time for delivery shall not be of the essence.The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer

Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the contract as a whole as repudiated.

The Company's liability for any failure to deliver the Goods shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods

If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery the, without prejudice to any other right or remedy available to it, the Company may:

• store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or
  
• sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract
  

Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer:

1. In the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection: or
   
2. In the case of Goods to be delivered elsewhere at the time of delivery or, if the Buyer wrongfully fails to take delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tended delivery of the Goods
   
3. Not withstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, property in the Goods shall not pass to the Buyer until the Company has received payment in full including all interests and other costs due to it
   
4. Until property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company's property.Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary cause of business, but shall account to the Company for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds properly stored, protected and insured
   
5. Until property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.The company shall be entitled where the Goods have been fixed or attached to any other product to detach the Goods in order to recover possession of them.Such redelivery or retaking of possession shall be without prejudice to any other rights of the Company.
   
6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable