1.1 In these conditions:
1.1.1 ‘SELLER’ means MISEC LTD – registered in England & Wales under company number 09078278.
1.1.2 ‘BUYER’ means the purchaser accepting the Seller’s quotation for the sale of goods, whose order for goods is accepted by the Seller.
1.1.3 ‘GOODS’ means any products or services which are supplied in accordance with these conditions.
1.1.4 ‘CONDITIONS’ means the standard terms & conditions of sale set out in this document, including any special terms & conditions agreed in writing between the Buyer and the Seller.
1.1.5 ‘CONTRACT’ means the agreement for the purchase and sale of Goods.
1.1.6 ‘WRITING’ includes telex, cable, email, facsimile transmission, electronic or any other comparable means of communication.
1.2 In this clause “Third Party” means any person other than a) the parties to this contract or b) any company within the group of companies
1.2.1 Save as provided in 1.2.2 below a Third Party shall have no rights under the contract (Rights of Third Parties Act 1999) to enforce any terms of this Agreement.
1.2.2 This clause shall not affect any right or cause of action which exists apart from the said act.
1.2.3 It is hereby agreed that this contract is for the benefit of all companies within the Group. The headings in these conditions are for convenience only and shall not affect their interpretation.
2. Basis of sale
2.1 The Seller shall provide and the buyer shall purchase the Goods in accordance with and upon acceptance of the Seller’s written quotation or the Buyer’s written order, subject in either case to these Conditions, which govern the Contract to the exclusion of any other terms and conditions.
2.2 No variations to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contact, the buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not confirmed.
2.4 Any advice or recommendation given by the Seller (or it’s 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 Seller, is followed or acted upon entirely at the Buyers own risk. The seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of, and any specification for the Goods shall be those set out in the seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller)
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for a 30 day period; they may be altered by the Seller without giving notice to the Buyer unless an official purchase order has been received by the Seller during the 30 day period.
5. Terms of Payment
5.1 The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the Seller has received a purchase order from the Buyer.
5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller’s invoice, not withstanding that delivery of the permanent activation key may not have taken place, and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued upon request.
5.3 If the Buyer fails to make any payment on the due date then, unless the invoice has already been notified as disputed, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 Cancel the contract or suspend any further deliveries or services to the Buyer;
5.3.2 Appropriate any payment made by the Buyer to such of the Goods (notwithstanding any purported appropriation by the Buyer) and;
5.3.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3 per cent per annum above the HSBC Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Except In the case of bespoke items, Goods will be despatched upon receipt of an order from the Buyer. Delivery of the Goods shall be made by the Seller and, unless otherwise agreed in Writing, carriage paid by the Buyer.
6.2 Any dates quoted for Delivery of the Goods are approximate, and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions, or any claim by the respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7. Risk and Property
7.1 Notwithstanding delivery and the passing of risk in the Goods , or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which then payment is then due.
8. Warranties and Liability
8.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects.
8.2 The above warranty is given by the Seller subject to the following conditions.
8.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear & tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
8.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
8.3 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods on their failure to meet specification, is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.4 The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) arising from or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing ,or any failure to perform , any of the seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
9. Insolvency of Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or
9.1.3 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. Export terms
10.1 The Buyer shall be responsible for complying with any legislation governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
11.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified, pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4 The Contract shall be governed by the laws of England
11.5 Each Party covenants with the other that during the term of this Agreement and for a period of six months following termination for any reason it shall not directly or indirectly and either on its own behalf or on behalf of any other person whether as a shareholder, principal or in any other capacity within the UK without the other party’s consent solicit the allegiance or services of or seek to entice away from allegiance to or service of any person or organisation from the other party or offer employment or engagement to any person that during the term of the Agreement is employed or engaged by or on behalf of (or provides his services on a regular basis) to the other party.[/fullwidth_text]