Terms and condition

1.0 DEFINITIONS

1.1 "Customer" means the party identified in this agreement who will be supplied Products in accordance with these terms & conditions.

1.2 "Connexion Ltd" means Connexion Ltd Limited of Connexion House, 2 Cutbush Court, Danehill, Lower Earley, RG6 4UW or any associated company.

1.3 "Products" means goods including hardware and software items to be provided by Connexion Ltd to the customer in accordance with these terms & conditions

1.4 "Third Party Software" means all software owned by or licences to the Customer from a third party owner (whether or not supplied by Connexion Ltd) and which comprises of the Products.

2.0 ORDER ACCEPTANCE

2.1 All orders placed with Connexion Ltd by the Customer for Products shall constitute an offer to Connexion Ltd under these terms & conditions, subject to availability of the products and to acceptance of the order by a Connexion Ltd authorised representative.

2.2 All orders are accepted and products supplied subject to these express terms & conditions only. No amendment of these terms & conditions will be valid unless confirmed in writing on or after the date hereof by Connexion Ltd’s authorised representative.

2.3 It is agreed that these terms & conditions prevail over the customer’s terms and conditions unless these latter terms & conditions are amended by Connexion Ltd in writing and signed by Connexion Ltd.

3.0 DISPATCH

3.1 Any time quoted for dispatch is to be treated as an estimate only, but dispatch maybe postponed because of conditions beyond Connexion Ltd’s reasonable control, and in no event shall Connexion Ltd be liable for any damages or penalty for delay in dispatch or delivery.

3.2 Risks shall pass to the Customer at the time the products are dispatched by Connexion Ltd. Connexion Ltd accepts no liability for loss or damage caused by the carrier.

3.3 If products have not been received, the customer must notify Connexion Ltd within 5 days of the date of invoice. If proof of delivery is required, this must be requested within14 days of date of the invoice.

4.0 CANCELLATION & RESCHEDULING

4.1 Subject to clause 8.2 any request by the customer for cancellation of an order or for rescheduling of deliveries will only be considered by Connexion Ltd if made at least 24 hours before dispatch of the products, and shall be subject to acceptance by Connexion Ltd at Connexion Ltd’s discretion, and subject to a reasonable administration charge therefore by Connexion Ltd. The Customer hereby agrees to indemnify Connexion Ltd against all loss, and cost (including the cost of labour, materials used and overheads incurred), damages, charges and expenses arising out of the order and it’s cancellation or rescheduling.

5.0 PRICES

5.1 Catalogues, Price Lists and other advertising literature or material used by Connexion Ltd are intended only as an indication as to price and range of goods offered and no prices, description of other particulars contained therein shall be binding of Connexion Ltd.

5.2 All prices are given by Connexion Ltd at the time of order or an ex-works basis and the Customer is liable to pay for transport packing and insurance.

5.3 All quoted or listed prices are based on the cost to Connexion Ltd of supplying the Products to the Customer. If before delivery of the Products there occurs any increase in any of such costs is respect of Products which have not yet been delivered, the price payable may be subject to amendment without notice at Connexion Ltd’s discretion.

5.4 All prices are exclusive of Value Added Taxation and any similar taxes. All such taxes are payable to the Customer and will be applied in accordance with UK legislation in force at the tax point date.

6.0 PAYMENT TERMS

6.1 Invoices will be raised and dated by Connexion Ltd on the date of dispatch of the Products. Unless otherwise specifically negotiated and agreed, invoices will be payable by the Customer 30 days form the date of invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 1.5% per month above the base rate for the time being of the Lloyds Bank PLC. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgement.

6.2 If goods are being delivered on a scheduled basis, Connexion Ltd will part invoice for each delivery. (clause 7.1 will still apply)

6.3 When all prices, taxes and charges due in respect of the Products and any Products supplied previously to the Customer have been paid in full, title to the hardware Products only shall pass to the Customer.

6.4 Notwithstanding dispatch and the passing of risk in the Products to the Customer pursuant to clause 4, or any otherprovision of these conditions, the property in the hardware Products shall not pass to the Customer until Connexion Ltd has received in cash of cleared funds payment of the price of the Products and all of the Products agreed to be sold by Connexion Ltd to the Customer for which payment is due.

6.5 Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold), Connexion Ltd shall be entitled at any time to require the Customer to deliver up the Products to Connexion Ltd and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

6.6 The Customer’s power of sale of right to sue such Products shall immediately cease if an Administrative Receiver is appointed over all or any part of it’s assets or if its adjudicated bankrupt or enters into liquidation whether compulsory or voluntary, or if the becomes unable to pay it’s debts with the meaning of the insolvency Act 1986

6.7 On termination of the Customer’s right to use the Products the Customer will immediately hold the Products to the order of Connexion Ltd.

6.8 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of any of The Products which remain the property of Connexion Ltd, but if the Customer does so, all moneys owing by the Customer to Connexion Ltd shall (without prejudice to any other right or remedy of the seller) forthwith become due or payable.

6.9 Connexion Ltd reserves the right to cease supplies of Products to the Customer at anytime. On such cessation of supplies, Connexion Ltd reserves the right to withdraw any credit facility such that the whole Customer’s account becomes due for payment forthwith.

7.0 SPECIFICATION OF PRODUCTS

7.1 Connexion Ltd will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specification or technical data and will not be responsible for any loss or damage resulting from curtailment of cessation of supply following such variation. Connexion Ltd will use its reasonable endeavours to advise the Customer of any impending variation as soon as it received any notice thereof from the manufacturer.

7.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturers standard specifications as these may be improved, substituted or modified. Connexion Ltd reserves the right to increase it’s quote or listed price, or to change accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such order or the return of the products.

8.0 PROPRIETY RIGHT IN SOFTWARE PRODUCTS

8.1 The Customer hereby acknowledges that any proprietary right in any Third Party Software supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.

8.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party supplied and delivered by Connexion Ltd (including if so required the execution and return of a Third Party Software Licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify Connexion Ltd in respect of any costs, charges of expenses incurred by Connexion Ltd at the suit of a Third Party Software owner as a result of any breach by the Customer of such conditions.

8.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCT OR ANY THIRD PARTY SOFTWARE LICENSED TO THE CUSTOMER UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.

9.0 RETURNS

9.1 Connexion Ltd reserves the right to make customer liable for a 10% restocking fee should goods be ordered in customer error :-

9.2

1. prior authority having been obtained from Connexion Ltd which will be given at Connexion Ltd’s sole discretion;
2. should goods be faulty/Incorrect Connexion Ltd must be notified within 20 days on the date of invoice.
3. subject to the stock rotation policies of the authors and/or distributors or manufacturers;
4. the Products must be properly packaged and may result in further delivery charges should we incur them;
5. the Products must be in saleable condition;
6. the product must be accompanied by a detailed packing list;
7. the Product is covered by warranty (see section 11)

9.3 Connexion Ltd reserves the right to reject any Products returned which do not comply with the conditions set out in clause 9.2

9.4 If Connexion Ltd nevertheless agrees to accept any Products returned in a non saleable condition, Connexion Ltd reserves the right to charge the cost to the Customer of bringing the Products to a saleable condition.

10.0 WARRANTY

10.1 Connexion Ltd warrants that it has good title to or licence to supply all Products to the Customer.

10.2 If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such products will be repaired of replaced only in accordance with any warranty cover and terms provided by the manufacturer of the Products PROVIDED ALWAYS THAT the customer notifies Connexion Ltd of any such non-conformity within 90 days of the date of delivery of the applicable software Product.

10.3 All software Products supplied hereunder are supplied as is and the sole obligation of Connexion Ltd in the connection with the supply of software Products if to use all reasonable endeavour to obtain and supply a corrected version from the manufacturers concerned in the event that any such software product should fail to conform to it’s Product description PROVIDED THAT the Customer notified Connexion Ltd of any such nonconformity within 60 days of the date of delivery of the applicable software Product.

10.4 If the Products are rejected by the Customer as not being in ccordance with the Customer’s order pursuant to clause 10.2 or 10.3,Connexion Ltd will only accept the return of such Products provided that it receives written notification thereof giving detailed reason for rejection. Connexion Ltd will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company under no circumstances shall be invoiced Products deducted or set off by the Customer until Connexion Ltd has passed corresponding credit note.


11.0 INDEMNITIES AND LIMITS OF LIABILITY

11.1 Connexion Ltd will indemnify the Customer for direct physical injury or death caused solely by defects in any of the Products or caused solely by the negligence of it’s assigned employees acting within the course of their employment and the scope of their authority.

11.2 Connexion Ltd will indemnify the Customer for direct damage to property caused solely by negligence of its assigned employees acting within the course of their employment and the scope of their authority. The total liability of Connexion Ltd under this sub clause shall be limited to £1000,000.00 for any one event shall Connexion Ltd be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits or arising from loss of data or in connection with the use of the Product. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description of sample, fitness for purpose of merchantability, are hereby excluded.

11.3 Except as stated in clauses 11.1 and 11.2, Connexion Ltd disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customers use of the Products and in no event shall Connexion Ltd be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits or arising from loss of data or in connection with the use of this Product. All terms of any nature, express of implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness or purpose or merchantability and hereby excluded.

11.4 The Customer shall indemnify and defend Connexion Ltd and its employees in respect of any claims by third parties which are occasioned by or arise from any Connexion Ltd performance of non performance pursuant to the instructions of the Customer or its authorised representative.

12.0 TERMINATION FOR CLAUSE

12.1 This agreement may be terminated forthwith by notice in writing:

12.2 By Connexion Ltd if the Customer failed to pay any sums due hereunder by the due date notwithstanding the provisions for late payment in the clause 6.1.

12.3 If either party fails to perform any of it’s obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof, by the other party.

12.4 If either party is involved in any legal proceedings concerning its solvency, or ceases trading , or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purpose of an amalgamation or reconstruction or makes an arrangement with its creditors or petitions for an administration order or has a Receiver or a Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of Insolvency Act 1986, then without prejudice to any other right or remedies available to it, the other party shall have the right to terminate this Agreement forthwith.

12.5 Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder law, and shall not effect any accrued rights or liabilities of either party.

13.0 EXPORT AND/OR RE-EXPORT LIMITAION

13.1 Having regard to the current statutory or other United Kingdom government regulations in force from time to time, in the case of Products manufactured in the United States of America the current export rules and regulations of the United States Department of Commerce in force from time to time and regardless of any disclosure made by the Customer to Connexion Ltd of an ultimate destination for any Products, the Customer will not export or re-export directly any Products without first obtaining all such written consents or authorisations as may be required by any applicable government regulations.

14.0 CONTRACT

14.1 The headings in this Agreement are for ease of reference only and shall not affect interpretation or construction.

14.2 No forbearance, delay, or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any other right or any later breach.

14.3 The Customer agrees not to assign any of its rights herein without the prior consent of Connexion Ltd.

14.4 In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.

14.5 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder other results from force majeure act of God, fire, explosion, accident, industrial dispute of an other cause beyond its reasonable control.

14.6 Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of postage.

14.7 These terms and conditions shall be governed and construed in accordance with English Law. The Customer acknowledges that he has read these Terms and Conditions and agrees that it is the complete and exclusive statement of the Agreement between the Customer and Connexion Ltd.