The following conditions (“the Conditions”) are the conditions on which Enhanced Operating Systems Ltd. sells products and services and supersedes all other terms and conditions relating to the subject matter of these Conditions.
1. PRICE AND PAYMENT
1.1. The price (inclusive of VAT) for the Products and services (“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 Products or services, unless otherwise specified on the invoice.
1.2. 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% above the base rate from time to time of Barclays Bank plc.
The description and quantity of the product/services to be sold (“the Product”) shall be as set out in the quotation provided by the Seller to the Buyer (“the Quotation”).
The Seller shall deliver the Product to the Buyer at the address of the Buyer as shown on the Quotation. Time shall not be of the essence for delivery.
The client shall be deemed to have accepted the product or service by accepting the quotation. Enhanced Operating Systems Ltd will make every effort to provide demonstration software or details of the products/services to be provided. It is incumbent on the client to ensure the product/software is suitable for their particular requirement.
5. TITLE AND RISK
5.1. The Product shall be at the risk of the Buyer following delivery.
5.2. Notwithstanding delivery title in the Product shall not pass to the Buyer until the Seller has made payment of all sums owing to the Buyer, Software under a separate Licence Agreement will remain the property of Enhanced Operating Systems Ltd.
5.3. Until such time as title in the Product passes to the Buyer the Seller shall have the right to repossess or otherwise recover the Product.
6. LIMITATION OF LIABILITY
6.1. 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 Product.
6.2. Without prejudice to Condition 6.1 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.
6.3. 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.
7. FORCE MAJEURE
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.
8.1. 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.
8.2. The Seller may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
8.3. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
9. ENTIRE AGREEMENT
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.
10. GOVERNING LAW AND JURISDICTION
This agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.
11. RIGHTS OF CONSUMER
Nothing in these Conditions shall affect the statutory rights of a consumer.