Terms and Conditions
1. DEFINITIONS
In these conditions unless the context otherwise provides:-
1.1 "AGSS" means Angus Grossart Software Solutions Limited.
1.2 "Client" means the person, persons, business or organisation who accepts a
quotation of AGSS and whose order for the Goods is actioned by AGSS.
1.3 "Goods" means computer software and hardware, details of which are set out
in the order which AGSS is to supply in accordance with these Conditions.
1.4 "Conditions" means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any variation or
special terms and conditions agreed between AGSS and the Client.
1.5 "Contract" means the contract for the purchase and sale of the Goods subject
to these Conditions.
1.6 "Software" means both computer program and related documents.
1.7 "Licence" means the terms and conditions enclosed with each item of software
supplied or delivered by AGSS.
1.8 "Services" means the provision of consultancy, maintenance or support
services by AGSS and agents in connection with the maintenance or development
of the Client's computer systems.
2. CONDITIONS PREVAILING
2.1 AGSS shall sell and the Client shall purchase the Goods and Services in accordance
with the written quotation of AGSS and these conditions shall govern the Contract to the
exclusion of any other terms and conditions specified by the Client, unless agreed by
AGSS in writing.
2.2 Any typographical clerical or other error or ommision in any sales literature,
quotation, price list, acceptance of offer, invoice or information issued by AGSS
shall be subject to correction without any liability on the part of AGSS.
3. PRICE
3.1 The price of the Goods excludes VAT (unless otherwise stated). Currently AGSS is VAT
exempt and does not charge VAT. Should VAT become chargeable, the Client shall be additionally liable to pay VAT to AGSS at the rate applicable at the time of delivery
of the Goods.
3.2 Our quotations lapse after 30 days (unless otherwise stated).
3.3 The price quoted excludes client site visits (unless otherwise stated).
3.4 Unless otherwise agreed delivery will be ex-works and Goods will be packed to AGSS's
specifications in non-returnable packing and carriage will be arranged at the expense of
the Client. Where applicable cash on delivery charges will be added to the price of the
Goods.
4. DELIVERY
4.1 Whilst AGSS shall make every effort to supply the Goods or Services within the
required time, any period quoted is an estimate only.
4.2 If AGSS fail to deliver within reasonable time after the quoted delivery
time, the Client may (by informing AGSS in writing) cancel the Contract,
however:-
4.2.1 If the Client cancels the Contract, the Client can have no further claim
against us under that contract.
5. SPECIFICATIONS
5.1 If AGSS prepare the Goods or Services in accordance with your specifications or instructions, the Client must ensure that:-
5.1.1 all specifications, instructions or materials are supplied to AGSS within a
reasonable time;
5.1.2 the specifications or instructions are accurate;
5.1.3 goods and services prepared in accordance with those instructions or instructions
will be fit for the purpose for which you intend to use them; and
5.1.4 your specifications or instructions will not result in any infringement of any
intellectual property rights of a third party, or in the breach of any applicable law
or regulation.
5.2 AGSS reserve the right:-
5.2.1 to make any changes in the specifications of our Goods that are necessary to ensure
they conform to any applicable safety or statutory requirements; and
5.2.2 to make without notice any minor modifications in our specifications AGSS think
necessary or desirable.
6. QUOTATIONS AND ACCEPTANCE
6.1 No binding contract shall arise until AGSS accepts the Client's order by acknowledging
the same in writing. AGSS may at its discretion on small orders action the order without
raising an acknowledgement. In these circumstances no binding contract will arise until
the Goods are delivered to the Client.
6.2 The placement of any order by a Client shall be deemed to constitute acceptance of
these terms and conditions.
7. ORDERS
7.1 The Client shall be responsible to AGSS for ensuring the accuracy of the terms of
any order (including any applicable specification) submitted by the Client, and for
giving AGSS any necessary information relating to the Goods or Services within a sufficient
time to enable AGSS to perform the Contract in accordance with the terms, and shall not be
deemed to be of the essence of this contract unless and where explicitly stated herein.
7.2 The quantity quality and description of and any specification for the Goods or
Service shall be those set out in AGSS's quotation with such amendments as are accepted
by AGGS in writing.
8. PAYMENT
8.1 Payment by the Client shall be due within the payment period set out in AGSS's
quotation or subsequent acknowledgement of order. Any discount specified by AGSS
shall apply only where the payment is made and received within the aforesaid period.
If no payment period is set out in these documents payment shall be due immediately. The
time of payment of the price shall be of the essence of the Contract. Receipts of payment
will be issued on request.
8.2 If the Client fails to make full payment on the due date AGGS shall be entitled to: -
8.2.1 cancel the Contract, suspend or cancel future deliveries to the Client; and
8.2.2 cancel any discount offered to the Client; and
8.2.3 charge the Client interest (both before and after any judgement) on the amount unpaid,
at the rate of 2 per cent per month until payment in full is made (a part of a month
being treated as a full month for the purpose of calculating interest); and
8.2.4 recover the cost of taking legal action to make the Client pay.
9. DESCRIPTION AND DATE
9.1 AGSS reserves the right (where it is the manufacturer) to alter or change the design of the Goods.
9.2 AGSS will endeavour to ensure the accuracy of technical data literature and catalogues
relating to the Goods but AGSS shall not be liable to the Client for any loss arising directly or indirectly from any error or omissions in such technical data literature and
catalogues.
10. CONFIDENTIAL INFORMATION
10.1 AGSS shall treat as confidential any information provided by the Client which is designated as confidential or which by its nature is confidential, provided that this
shall not extend to any information rightfully in its possession prior to negotiating
any contract.
10.2 Any information or specifications provided to or divulged to the Client shall be
treated as confidential and shall not without consent of AGSS be divulged to any third
party for any purpose other than the execution of any contract with AGSS.
11. WARRANTY
11.1 The following definitions shall apply in this clause:-
11.1.1 Goods of which AGSS is not the original manufacturer ("Manufactured Goods"); and
11.1.2 the installation by AGSS or agents of Manufactured Goods and Software ("Installation")
11.2 In respect of Manufactured Goods :-
11.2.1 Subject to the conditions set out below AGSS warrants that:-
11.2.1.1 the Goods will correspond with their specification at the time of delivery and the
Client shall only be entitled to the benefits of any such warranty or guarantee by the
manufacturer to AGSS and AGSS agrees to assign to the Client (insofar as it is able) the
benefit of any warranty granted to AGSS by the manufacturer of the Manufactured Goods;
11.2.1.2 the Installation will be undertaken with reasonable skill and care.
11.2.2 The above warranties are given by AGSS subject to the following conditions:-
11.2.2.1 AGSS accepts no liability in respect of any defect in the Goods arising from
any drawing, design or specification supplied by the Client.
11.2.2.2 AGSS accepts no liability in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, failure to follow AGSS's
instruction (whether oral or written), misuse or alteration or repair of the Goods without
AGSS's prior written approval.
11.3 In respect of the provision of Services :-
11.3.1 AGSS shall act as agent only to the Client. Although AGSS will make every attempt
to develop systems to the Client's instructions, AGSS does not warrant the performance
or accuracy of any such systems and accepts no liability for:-
11.3.1.1 damage or loss which arises as a consequence of the operation of the systems; or
11.3.1.1 damage or loss which arises from associated software or hardware.
11.4 In respect of Software:-
11.4.1 By agreeing to purchase Goods comprising software the Client agrees to comply
with the terms of the Licence supplied with AGSS's software products.
11.5 In respect of all Goods and Services:-
11.5.1 AGSS's total liability to the Client for damage to property caused by
our negligence is limited to £1,000,000.
11.5.2 For all other liabilities not referred to elsewhere in these Conditions our
liability is limited in the damages to the price of the Goods.
12. CANCELLATION
12.1 The Client may cancel the Contract in writing (and clauses 4.2.1 and 12.2 then apply)
12.2 If the Contract is cancelled (for any reason) the Client is then to pay for all Goods
or Services that AGSS may hold for the Contract.
12.3 AGSS may cancel the Contract by written notice if:-
12.3.1 the Client becomes insolvent; or
12.3.2 the Client fails to honour obligations under these terms and conditions.
13. INSOLVENCY OF THE CLIENT
13.1 AGSS may treat the Client as insolvent and this clause applies if:-
13.1.1 the Client makes any voluntary arrangement with its creditors or becomes subject to
an administration order or (being an individual or a firm) becomes bankrupt or (being a
company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
13.1.2 the Client is unable to pay debts as they fall due; or
13.1.3 the Client makes ceases, or threatens to cease, to carry on business; or
13.1.4 AGSS reasonably apprehends that any of the events mentioned above is about
to occur in relation to the Client and notifies the Client accordingly.
13.2 If this clause applies then without prejudice to any other right or remedy available
to AGSS, AGSS shall be entitled to cancel the Contract or suspend any further deliveries
under the Contract without any liability to the Client and if the Goods have been delivered
but not paid for the price shall become immediately due and payable notwithstanding any
previous agreement to the contrary.
14. FORCE MAJEURE
14.1 If AGSS are unable to perform our obligations to the Client (or able to perform
them only at unreasonable cost) because of circumstances beyond our control, AGSS may
cancel or suspend any of our obligations to the Client, without liability.
14.2 The following shall be regarded as causes beyond AGSS's control:-
14.2.1 act of god, explosion, flood, tempest, fire or accident;
14.2.2 import or export regulations or embargoes;
14.2.3 power failure or breakdown in machinery;
14.2.4 strikes, lockouts or other industrial actions or trade disputes of a third party.