1.1 In these Conditions:
1.2 "the Company" means Quadra Solutions Ltd registered in England No 3888681
1.3 "the Equipment" means the items of hardware and equipment or any of them described in the Contract
1.4 "the Software" means the computer programs described in the Contract
1.5 “the Services” means the installation, configuration, training, design or other services described in the Contract
1.6 "the Customer" means the person, firm or Company with whom the Contract is made by the Company
1.7 "the Contract" means the Contract between the Company and the Customer for the sale or supply of equipment and/or software and/or services (as the case may be)
1.8 "Working Day" means Monday to Friday excluding Bank and other public holidays in England
2.1 THESE Conditions shall be deemed to be incorporated in all Contracts of the Company to sell or supply equipment and/or software and/or services. In the case of any inconsistency with any order, letter or form of Contract sent by the Customer to the Company with and terms and Conditions contained or referred to in any communication between the Customer and the Company (whatever may be their respective dates) or implied by trade, custom, practice or course of dealing the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director or other duly authorised representative on behalf of the Company. Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under the Contract.
2.2 For the purpose of this agreement Quadra authorised representatives shall be the directors of the company.
3.1 NOTWITHSTANDING that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been accepted in writing or by electronic means by a director or other duly authorised representative on behalf of the Company, or the Company has commenced fulfilment of such order whichever is the earlier.
4.1 THE prices payable for the Equipment shall be those contained in the Company’s price list which may be supplied in hard copy or in electronic form current at the time of despatch. The licence fees payable in respect of the Software shall be those contained in the Company’s price list at the date on which payment is due. The prices for the Services shall be based on the Company’s normal working hourly rates.
4.2 The Company shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or levy and any variation in exchange rates.
4.3 Unless otherwise agreed all prices are exclusive of carriage, Value Added Tax and any other duties or taxes that the Customer shall be liable to pay to the Company.
5. Terms of Payment
5.1 PAYMENT shall, unless otherwise agreed in writing, be made in full without any deduction or set-off within 30 days of the date of invoice save payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 17 hereof.
5.2 Any extension of credit to the Customer may be changed or withdrawn at any time. In the event of withdrawal any sums outstanding at that date will be payable immediately.
5.3 Notwithstanding any terms and conditions hereof the time of payment shall be the essence of the Contract.
5.4 Interest shall be payable on overdue accounts at the rate of 3% over the NatWest base rate to run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgement. Interest will be calculated monthly.
5.5 Where an account requires litigation to collect an overdue debt, all associated costs incurred by the Company, plus an administration fee of £100.00 plus VAT at the prevailing rate will be payable.
6. Delivery and Performance
6.1 ALL times or dates given for delivery of the Equipment and/or Software and for performance of the Services are given in good faith and shall not be the essence of the Contract.
6.2 Delivery of the Equipment and Software and performance of the Services shall be at the Customers premises unless otherwise stipulated or agreed by the Company.
6.3 If the Customer refuses or fails to take delivery of Equipment and/or Software tendered in accordance with the contract the Company shall be entitled to immediate payment in full for the Equipment or Software. Customer shall in addition to the invoice price pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. Where the parties agree the release of Software by means of downloading from compact disk or other facility, the following terms shall also apply:
6.3.1 The Company shall issue a password to the Customer for use when placing orders and downloading Software;
6.3.2 It is the Customer’s responsibility to ensure that the said password is used only by those authorised by the Customer to place orders and download Software. The Company shall have no liability in respect to orders placed by persons not so authorised by the Customer;
6.3.3 Subject to payment of any applicable licence fees due in respect of Software, any licence shall commence on acceptance of an order by the Company in accordance with this contract.
6.4 The Company may make and the Customer shall accept partial deliveries of Equipment and/or Software. Each delivery shall be considered to be the subject of a separate Contract and failure of the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as whole as repudiated.
6.5 Where the Equipment and/or Software is handed to a carrier for carriage to the Customer or to United Kingdom port for export any such carrier shall be deemed to be an agent for the Company not the Customer for the purposes of Sections 44, 45, and 46 of the Sale of Goods Act 1979.
6.6 The Customer shall prepare the area of delivery and installation of the Equipment and provide the Company (including its employees, agents and sub-contractors) with free access to the place of installation and with free access to any services or facilities that may be required to deliver and install the Equipment. Where the same has not been provided the Company shall be entitled to charge for the same.
6.7 The Customer shall provide the Company (including its employees, agents and sub-contractors) with the access to the Equipment and the Software at the agreed premises for the purposes of inspections and maintenance of the Equipment and Software and with all necessary information and support that may be reasonably required by the Company for the performance of its obligations hereunder.
7.1 FROM the time of delivery by the Company or its carriers to the Customer or its agent the Equipment and the Software shall be at the risk of the Customer who shall be solely responsible for the custody and maintenance thereof.
8.1 ALL Equipment and Software is supplied to the Customer by the Company on the following terms:
8.2 The Equipment and Software shall remain the property of the Company until payment is made of sums due to the Company under all contracts between the Company and the Customer;
8.3 Before title has passed under the terms of Condition 8.1 the following shall apply:
8.3.1 The Customer shall hold the Equipment and Software as a bailee for the Company;
8.3.2 The Customer shall store the Equipment and Software such that they are separate and identifiable from other stock held by the Customer and shall label them as belonging to the Company;
8.3.3 Without prejudice to the rules of equity relating to tracing the Company shall be beneficially entitled to the proceeds of sale or disposal of the Equipment and Software so that the proceeds or any claim therefore shall be assigned to the Company and until subject to such assignment shall be held on trust in a separate identified bank account opened by the Customer for this purpose and such proceeds shall not be mingled with other monies or paid into an overdrawn bank account;
8.3.4 The Company is hereby licensed to enter upon any premises in the ownership, possession or control of the Customer at any time in order to recover the Equipment or Software. The Company shall have the right to resell the same, such right being in addition to any power of sale arising by operation of law or otherwise.
9. Software License
9.1 UNDER no circumstances does the use or acquisition of the Software transfer the copyright or any other intellectual property rights in the Software or any documentation relating thereto to the Customer or any third party.
9.2 The Customer shall enter into such licenses of the Software as the proprietors of the copyright or other intellectual property rights therein may require and the supply of the Software to the Customer shall be conditional thereon.
10. Third Party Rights
10.1 THE Customer shall indemnify the Company against all costs claims and damages incurred by or made against the Company as a direct or indirect result of the carrying out of the Services or any other work required to be done on or to the Equipment or the Software in accordance with the requirements or specifications of the Customer involving any infringement or alleged infringement of any patent, trade mark, design right, copyright or any other proprietary right of any third party (“Third Party Proprietary Rights”).
10.2 In the event that the Equipment or the Software are or may be the subject of any Third Party Proprietary Rights the Company shall be obliged to transfer or licence (as the case may be) to the Customer only such title as the Company may have and the Company shall have no liability to the Customer for any infringement or alleged infringement thereof.
10.3 The Customer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of any Third Party Proprietary Rights. The Company shall have the right to control and/or conduct any such proceedings in any such manner as it shall reasonably determine. The Customer shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
11. Specifications and Information
11.1 UNLESS expressly agreed in writing by the Company all descriptions, drawings, designs, specifications and particulars of weight and dimensions submitted by the Company are approximate only and the Company shall have no liability in respect of any deviation there from. The Company accepts no responsibility for any errors, omissions or any other defects in any descriptions, drawings, designs or specifications not prepared by the Company and the Company shall be indemnified by the Customer against any and all liabilities and expenses incurred by the Company arising therefrom.
11.2 All drawings, designs, specifications, manuals, software, listings, object code or source code and information imparted by the Company are confidential and shall not be disclosed to any third party without the Company’s prior written consent.
11.3 All information which comes to the knowledge of the parties concerning the other party's respective operations including, but not limited to, price specific information supplied by the Company to the Customer, shall be treated as confidential and not disclosed to any third party without the prior written consent of an authorised representative of the party to whom the information relates save where the information:
11.3.1 is in the public domain prior to the receipt of such information by the disclosing party;
11.3.2 is or becomes publicly available on a non-confidential basis through no fault of the disclosing party
11.3.3 is received in good faith from a third party who, on reasonable enquiry by the disclosing party, claims to have no obligations of confidence in respect of such information and who imposes no obligations of confidence upon the disclosing party.
12.1 THE Company shall not be liable to the Customer:
12.1.1 For shortages in quantity delivered unless the Customer notifies the Company of any claim for short delivery within 7 days of receipt of the Equipment and/or Software;
12.1.2 For damage to or loss of the Equipment and/or Software or any part thereof in transit (where the Equipment or Software is carried by the Company’s own transport or by a carrier on behalf of the Company) or for any claim that the Equipment or Software is not in accordance with the Contract unless the Customer shall notify the Company of any such claim within 14 days of receipt of the Equipment or the Software or (in the case of non-delivery) within 14 days of receipt of the invoice therefore;
12.1.3 For defects in the Equipment and/or Software fair wear and tear, abnormal conditions of storage or use by the Customer or by any act, neglect or default by the Customer, or of any third party;
12.1.4 For any other defects in the Equipment or the media upon which the Software is supplied unless notified to the Company within 14 days of receipt of the Equipment or Software by the Customer.
12.1.5 For any Services performed defectively unless the Customer shall notify the Company of any such claim within 30 days of performance of such Services.
12.2 In the case of Equipment not manufactured and Software not developed by the Company, the Company will pass on to the Customer to the extent that it is able any benefits obtainable under any warranty given by the Company’s supplier provided that payment has been made for the relevant Equipment and/or Software.