- “Customer” means the customer placing an order for Goods with GHSoftware.
- “GHS” means GHSoftware Ltd, its trading divisions, subsidiary or associated companies;
- “Goods” means all equipment, software or services which are subject to the Customer’s order which are to be supplied to the Customer by GHS under these Conditions.
- “Writing” includes email telex cable facsimile transmission and comparable means of communication.
- There shall be no binding agreement between the Customer and GHS until the Customer’s order has been accepted in Writing by GHS and signed by an authorised signatory. Any prior indications by GHS shall be provisional only.
- All orders must be placed using the standard format specified by GHS and request delivery up to 90 days of the order issue date. Orders must in any event comply with the prevailing GHS ordering procedures.
- All orders are accepted subject to the availability of goods and to these conditions. No terms or conditions put forward by the Customer shall be binding on GHS.
- The Customer accepts that these conditions and any specific details stated on its accepted order constitute the entire understanding between parties and supersede any prior promise, representation, undertaking or understanding of any kind.
- If the Customer requests a change or cancellation of an order GHS reserves the right to reject the change or cancellation or accept it and charge 5% of the order value.
- No cancellation will be accepted in respect of orders for items not normally stocked by GHS. Any such items would specifically ordered for the Customer and will be held by GHS at the Customer’s risk and the Customer shall insure accordingly.
- Unless otherwise expressly agreed in Writing the Goods shall be sold and invoiced at GHS’s current prices at the date of despatch. Catalogues, web site, price lists, videos and other advertising material are provided for illustrative purposes only.
- Unless otherwise agreed in Writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to the Customer.
- All quotations are valid till the date stated, all quotations and prices are based on details provided by the Customer and do not apply where the Customer alters the details on which such quotations and prices are based. GHS reserves the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by the Customer and to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of quotation and delivery.
- Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or document or information produced by GHS shall be subject to correction without any liability on the part of GHS.
- Delivery shall be at the Customer’s premises or, if different, the place specified in the Customer’s order.
- GHS will deliver as near as possible to the delivery premises as safe hard road permits and to the ground floor only of such premises. The Customer shall provide at its own expense the labour for unloading and the Customer shall unload with reasonable despatch. Where such labour is not made available GHS shall be entitled to charge the cost of labour in unloading. Damage caused due to inadequate delivery access or careless unloading shall be at the Customer’s risk.
- Dates and times quoted by GHS are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages.
- The Customer shall note any claim for short delivery and/or damage to components or packaging on the delivery schedule at the time of delivery and shall confirm such claims in Writing to GHS within 7 days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period.
- GHS reserves the right to make part deliveries. Any request by the Customer for GHS to delay or split delivery may result in a stockholding charge and any additional cost incurred by the Customer, which shall insure accordingly.
- Subject to clause 4.5 risk in the Goods shall pass on delivery or collection by the Customer or its agent, whichever is the earlier.
- GHS shall be entitled to assume that any person signing a delivery note in respect of the Goods on behalf of the Customer appearing or claiming to have authority to accept delivery shall in fact have the authority.
- All invoices are payable before delivery of the Goods.
- The Customer shall not be entitled to withhold payment of any amount due to GHS in respect of any claim for damage to Goods or any alleged breach of contract by GHS, nor shall the Customer be entitled to any right of set-off. re
- Without prejudice to GHS’s other rights if the Customer fails to pay any amount on the due date;
- GHS shall have the right to cancel any contract made with the Customer and/or to suspend deliveries
- GHS reserves the right to require the Customer to pay Goods in advance and to recharge or refuse discount if the Customer fails to maintain credit account arrangements satisfactory to GHS.
- GHS shall retain full ownership of and title to all Goods delivered to the Customer or any part there of unless and until the Customer has paid all sums owing to GHS. GHS transfers no title to or ownership in Goods comprising software (or any other software) to the Customer or any third party.
- The Customer acknowledges that GHS is not the manufacturer of the Goods. GHS will pass on to the Customer such unexpired warranties it receives from the manufacturer of the Goods as are capable of transfer and GHS’s liability shall be limited to such guarantee as it may receive from the manufacturer. In particular no warranty is given in respect of the documentation or Goods or services not provided by GHS.
- The Customer acknowledges that software products are by their nature susceptible to imperfections in operation and subject Clause 7.1 no warranty is given in respect thereof.
- GHS’s obligations and liabilities in respect of the Goods shall be limited to those set out expressly herein and GHS specifically excludes but without limitation the implied conditions of satisfactory quality and fitness for any particular use or purpose. GHS shall have no liability whatsoever in respect of any advice and/or information which may be given to the Customer by GHS relating to Goods, configuration or otherwise.
- The Customer shall ensure that any warranty and maintenance service performed on Goods is performed by a qualified representative authorised by the manufacturer to offer warranty and maintenance on those Goods.
- Except in respect of death or personal injury of any person caused by GHS’s negligence and without prejudice to Clause 7.1 to 7.3 GHS’s liability in respect of any defects in or failure of Goods or for the loss or damage attributable thereto or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such Goods which upon inspection by GHS appear to be defective and in any event GHS’s maximum aggregate liability arising in respect of the supply of Goods or services shall be limited to the original VAT exclusive price for such Goods or services.
- GHS makes no representation and gives no warranty in respect of the sources of origin of manufacture or production of the Goods or any part thereof.
- GHS makes no warranty or representation that any Goods supplied by it are or will be Year 2000 compliant and any terms or conditions which may be applied by common law, statute or otherwise to the contrary are hereby excluded to the fullest extent permitted by the law. GHS shall have no liability whether in contract, tort (including negligence) or otherwise to the Customer for any loss, damage, costs, claims or liabilities whatsoever incurred or suffered by any Customer which relate or are attributable either directly or indirectly to any Goods supplied by GHS to the Customer not being Year 2000 compliant. For this purpose Goods are not Year 2000 compliant if either their performance or functionality is adversely affected by the advent of the Year 2000.
- The Customer is advised to keep in force a maintenance contract in respect of the Goods.
Returns and Trade in Offers
- All Goods shall be deemed accepted unless rejected by notice in Writing to GHS within 7 days of delivery or collection of the Goods. Any such notice shall give detailed reasons for such rejection.
- Any payment, credit or refund following return of such rejected Goods to the Customer shall only be given once the same has been received by GHS from the manufacturer, supplier or insurer as the case may be.
- Before returning any Goods which have been rejected in accordance with Clause 8.1 the Customer shall comply with GHS’s returns procedure and in particular but without limitation shall obtain from GHS a designated return merchandise authorisation (RMA) number and which shall be affixed by the Customer to the packaging of the Goods to be returned in a prominent position. The issue of an RMA number is solely for administrative purposes and shall not be taken as an admission of any fault and/or liability whatsoever on the part of GHS in relation to the Goods being returned.
- No Goods shall be returned without GHS’s prior approval and GHS reserves the right to repair Goods rather than accept their return.
- If GHS has agreed to accept the return of Goods other than for the purpose of carrying out any other repair or replacement the Goods must be returned in their original packaging and in a clean resalable condition failing which GHS will refuse to accept the same and the Customer shall remain liable for the price thereof.
- Where Goods are returned in connection with a trade-in offer from the manufacturer GHS will accept such Goods as agent for the Customer at the Customer’s risk and expense.
- GHS will use its reasonable endeavours to inform the Customer of any alterations made by the manufacturer to the specification of Goods.
- GHS shall be entitled to substitute an alternative product of equivalent functionality and at the same price or to cancel any orders for Goods that have been declared ‘end of life’ by the manufacturer.
Trademarks, Patents and Copyrights
- The Customer recognises the manufacturer’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights.
- The Customer will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.
- The Customer will promptly notify GHS if it becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistance to QBS and/or the manufacturer in connection with any resultant
- GHS may from time to time impart to the Customer certain confidential information of a commercially sensitive or technical nature and the Customer hereby agrees that it will use such information solely for the purpose of this Agreement and that it shall not disclose such information whether directly or indirectly to any third party.
GHS shall grant to the Customer only such rights in connection with any Goods that are software and the copyright and other intellectual property rights relating thereto as it shall be licensed to grant pursuant to the terms upon which the owner licenses GHS thereof. The Customer shall only be entitled to sub-licence such software to its end user customers using the standard form license supplied by GHS.
The Customer acknowledges that the Goods may be subject to U.S. and local government export controls. Where these apply it is the Customer’s sole responsibility to obtain authorisation from the appropriate authorities before re-exporting the Goods from the country of purchase.
- GHS shall not be liable to the Customer on any account whatsoever in the event that GHS is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expression shall mean:
- act of God, fire, flood, storm, power failure, reduction of power supplies, mechanical failure or lack shortage of materials or stock or any circumstance beyond the reasonable control of GHS; and
- GHS or any other party or any action taken by GHS in connection therewith or in consequence or furtherance thereof.
- In such event GHS may at its option either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss without prejudice to GHS’s rights to receive payment of the price of all Goods previously delivered.
- All Goods are manufactured for standard commercial uses and are not intended to be sold or licensed for use in critical safety systems or in nuclear applications mass transportation and aviation applications.
- The Customer may not assign or transfer any of its rights, duties and obligations without the written consent of GHS.
- No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of GHS.
- No waiver by GHS of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- GHS shall not in any circumstances whatsoever be liable for indirect or consequential loss including but not limited to loss of profits loss of data or use and shall have no liability for any claim based upon the combination operation or use of any Goods with equipment data or programming not supplied by GHS or based upon a modification of the Goods with equipment data or programming not supplied by GHS or based upon a modification of the Goods.
- The Customer is relying on his own skill and judgement in relation to the suitability and compatibility of the Goods for his purposes and GHS accepts no liability whatsoever for any knowledge he or his servants or agents may possess as to the purpose for which the Goods are supplied.
- Any action against GHS must be bought no later than 18 months after the Customer becomes aware that a cause of action has arisen.
The relationship between the Customer and GHS shall be as buyer and seller and nothing contained herein shall be deemed to create a partnership or agency.
These conditions shall be construed according to the laws of England and the Customer and GHS submit to the nonexclusive jurisdiction of the English Courts in connection with any dispute or proceedings arising out of any contract incorporating these Conditions.