Telegesis Terms and Conditions

1 Definitions

The following definitions shall apply to these terms and conditions ("The Terms") and to any contract incorporating the same:
1.1 "Telegesis" means Telegesis (UK) Limited
1.2 "the Buyer" means any company, partnership, association or individual entering into a contract for the purchase with Telegesis of computer or associated equipment
1.3 "the Goods" means the goods supplied under these Terms by Telegesis to the Buyer.
1.4 "Year 2000 Compliant" means the British Standards Institution definition entitled "A Definition of Year 2000 Conformity Requirements - Ref No. DISC PD 2000-1:1998

2 General

2.1 These Terms shall govern all contracts for the sale and supply of Goods by Telegesis to the Buyer. Any quotation or other communication sent out by Telegesis to the Buyer shall be deemed to be an invitation to treat only. Purchase orders of the buyer shall constitute offers to buy and the contract between Telegesis and the Buyer shall come into effect upon Telegesis's acceptance, whether upon Telegesis formal acknowledgement of order or otherwise, of the Buyers order. Once the Buyer's order has been accepted by Telegesis, the Buyer shall not be entitled to cancel the order, except with written agreement of Telegesis and upon payment of Telegesis's cancellation or handling charge or other reasonable costs.
2.2 In the event of any variation or conflict between any terms or conditions of the Buyers purchase order and these Terms or any specific conditions specified on Telegesis formal acknowledgement of order, the contract between the parties shall be governed by these Terms and where appropriate such specific conditions and the Buyers conditions shall be severed from the purchase order without otherwise affecting the validity thereof.
2.3 No employee, servant or agent of Telegesis has authority to vary these terms orally and no variation of these terms shall be effective or binding on Telegesis unless made in writing and signed on behalf of Telegesis.
2.4 The order when accepted by Telegesis and the conditions shall constitute the entire agreement between the Buyer and Telegesis in respect to the sale of Goods and shall supersede all prior representations (unless fraudulent), proposals or agreements whether oral or in writing.
2.5 Any notice required or permitted to be given by either party to the other unless these Terms 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.
2.6 If any provisions of these Terms is held by any competent authority to be invalid or unenforceable in whole or in party the validity of the other provisions of these Terms and the remainder of the provision in questions shall not be affected.

3 Terms of Payment

3.1 The Buyer will be invoiced upon the date of despatch of the Goods by Telegesis. The terms of payment shall be net 30 days from the date of invoice.
3.2 If the Buyer does not make payment within 30 days then without prejudice to its other rights hereunder Telegesis reserves the right to charge interest at the rate of 4% per annum above the Lloyds Bank PLC base rate for the time owing (calculated on a daily basis from the due date until payment).

4 Prices

4.1 Any quotation, if not previously withdrawn, will be valid for any order made pursuant to it within 30 days of its date. Subject to this, all orders are accepted for execution at prices current at the date of despatch. Listed prices are subject to change or withdrawal without notice. No discounts shall apply other than those set out in Telegesis standard price list in force from time to time.
4.2 Any price quoted in any quotation shall apply only to the quantities of any Goods specified in such quotation. In the event that the Buyer places an order for a smaller quantity of Goods, Telegesis reserves the right to withdraw such a quotation and to requite for the order.

5 Delivery

5.1 Unless otherwise specified in writing, Goods are deemed to have been accepted on delivery.
5.2 Telegesis will use reasonable endeavours to effect delivery of the Goods on or before any date for delivery quoted but time of delivery shall not be of the essence and Telegesis shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery by such a date.

6 Carriage and Risk

6.1 Unless expressly agreed otherwise by Telegesis in writing, Telegesis shall be entitled to use any method of transportation it may select.
6.2 Risk in the Goods shall pass to the Buyer upon delivery to the carrier. The Buyer hereby accepts general conditions of any carrier employed.
6.3 Neither the carrier nor Telegesis shall be liable for any loss or damage to any Goods in transit or for shortage on delivery, unless notice in writing is given to Telegesis and to the carrier within 3 days of delivery of the Goods or in the case of total loss of the Goods, notice in writing is given to Telegesis and to the carrier within 14 days from the date of despatch and the Buyer takes such other steps including, where applicable, the giving of notice to the carrier concerned within such shorter period as may be necessary to preserve any claim against the carrier.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Telegesis to deliver one or more of the instalments, in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat theses Terms as a whole as repudiated.

7 Retention of Title

7.1 Until such time as all payment due from the Buyer to Telegesis for the supply of Goods and all other sums due from the Buyer to Telegesis from time to time have been received in full the Buyer shall hold the Goods in a fiduciary capacity as bailee for Telegesis and
7.1.1 Legal and beneficial title to the goods shall remain with Telegesis and the Buyer shall store the Goods in such a way that they may be clearly identified as the property of Telegesis and as against unpaid invoices of Telegesis; and
7.1.2 Telegesis reserves the right to dispose of the Goods and may, at the Buyer's sole cost and expense, retake possession thereof at any time and for that purpose may by its servants or agents enter upon any land or premises occupied by the Buyer or to which the Buyer has access; and
7.1.3 If the Buyer shall incorporate or allow the incorporation of the Goods into other equipment in any way, legal and beneficial title to such other equipment shall vest forthwith in Telegesis and the Buyer shall hold such other equipment in fiduciary capacity as bailee for Telegesis and the Buyer shall comply with the provision of sub clause 7.11 and 7.12 above in relation to such other equipment; and
7.1.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, but if the Buyer does so all monies owing by the Buyer to Telegesis shall (without prejudice to any other right or remedy of Telegesis) forthwith become due and payable; and
7.1.5 Without prejudice to the foregoing sub clauses the Buyer shall be entitled to sell the Goods or such other equipment in the normal course of business provided that any monies so received shall be held separately in an account opened for such a purpose on behalf of Telegesis to whom the Buyer shall have a fiduciary duty to account to the extent of its indebtedness.
7.2 From the Date of delivery the Buyer shall
7.2.1 Insure and keep fully insured the Goods against all and every risk including specifically but without prejudice to the generality of the foregoing damage by the Buyer or third parties, theft, fire, explosion, aircraft, things falling from aircraft, tempest and flood; and
7.2.2 Be responsible for the maintenance and care of the Goods and for any storage costs in respect thereof. The Buyer will indemnify Telegesis against any depreciation in the value of the Goods and against any damage caused to them before payment in full of the contract price has been made.

8 Intellectual Property

8.1 Telegesis retains all proprietary rights in and to all specifications, designs and engineering details relating to the Goods, all computer software and firmware designed by Telegesis, all manuals marked as proprietary to Telegesis, and all discoveries, inventions, patents, copyright, registered designs and other intellectual property rights in the Goods. The Buyer acknowledges that any contract for the sale and purchase of the Goods shall not operate so as to transfer or vest in the Buyer any patent, copyright, registered design, or other intellectual property right in the Goods whatsoever.

9 Confidentiality

9.1 The buyer shall not use or divulge or communicate to any person (other than as permitted or provided by the Terms or with the written authority of Telegesis or as may be required by Law) any confidential information concerning the Goods or other products, customers, business, accounts, financial or contractual arrangements or other dealings, transactions or affairs of Telegesis which may come to the Buyers knowledge as a result of the sale or supply of the Goods to the Buyer and Buyer shall use its best endeavours to prevent the unauthorised publication or disclose of such information or documents and to ensure that any person to whom such information or documents are disclosed by the buyer is aware that the same is confidential to Telegesis.
9.2 The Buyer shall ensure that its employees, servants and agents are aware of and comply with the confidentiality and non-disclosure provisions contained herein. In the event of any breach of confidence by any of the Buyers employees, servants or agents the Buyer shall promptly notify Telegesis, give Telegesis all reasonable assistance in connection with any proceedings which Telegesis may institute against any such employee, servant or agents and the Buyer shall indemnify Telegesis against all loss or damage which Telegesis may sustain or incur as a result of any such breach of confidence
9.3 This clause shall survive the termination of any contract incorporating these Terms but the restrictions contained in sub clause 9.1 above shall cease to apply to any information which may come into public domain otherwise than through unauthorised disclosure by the Buyer or its employees, servants or agents.

10 Warranty

10.1 Telegesis warrants that at the date of delivery the Goods will conform in all material respects to any written specification published or provided by Telegesis and that for the periods set out below in respect of each product type the Goods will be free from defects in workmanship and materials under normal use and service. The Buyer must notify Telegesis of any defect in writing. Telegesis's obligation under this warranty will not arise until the Buyer returns the defective Goods at its own expense and risk, to Telegesis. Telegesis sole obligation under this warranty shall be at its option to replace or repair without charge such defective Goods or component parts thereof. Any replacement of Goods or component parts under this warranty shall not extend the period of warranty beyond that of the goods or component parts so replaced.
10.2 All Hardware is supplied with one year return to base warranty unless indicated otherwise. All Software is supplied with a 90-day warranty period.
10.3 With respect to any computer software comprised in the Goods supplied by Telegesis any defects arising after expiry of the warranty period referred to above should be notified to Telegesis in writing, Telegesis may at its discretion endeavour to correct any such defects but Telegesis gives no warranty that any such defects can be corrected or that defects will be corrected within a particular time.
10.4 Telegesis shall not be liable hereunder
10.4.1 If the Goods alleged to be defective have been repaired or altered by any person other than Telegesis designated personnel or authorised representative or other person approved by Telegesis in writing; or
10.4.2 Where testing or examination by Telegesis reveals any alleged defect in the goods to have been caused by the buyers misuse, neglect, improper installation, failure to follow instructions (whether oral or in writing), or the supply by the Buyer of incorrect or inadequate instructions or information with the regards to the design of any Goods or to have been caused by any similar equipment to which the Goods are attached or in which the Goods are incorporated or any cause beyond the range of intended use of the Goods or by accident, fire or other hazard; or
10.4.3 Where component parts alleged to be defective were not manufactured by Telegesis but were included in the Goods at the request of the Buyer, in which case the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier of such parts to Telegesis.
10.5 If the goods are to be manufactured or any process is to be applied to them by Telegesis in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Telegesis against all loss, damages, costs and expenses awarded against or incurred by Telegesis in connection with or paid or agreed to be paid by Telegesis in settlement of any claim which results from Telegesis's use of the Buyers specification, including but not limited to any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person.
10.6 Telegesis's liability hereunder shall be in lieu of any other representation (unless fraudulent), warranty or condition, expressed or implied by law or otherwise with respect to the goods or any liability imposed by common law, statute or otherwise and Telegesis hereby excludes all such representations (unless fraudulent), warranties and conditions and shall not be liable to the Buyer for any loss ore damage whatsoever (including without prejudice to generality of the foregoing any liability in contract, negligence, or any other tort for indirect consequential or economic loss or for loss of profit or opportunity of any kind) arising directly or indirectly in connection with the contract, the Goods or otherwise except insofar as any exclusion or limitations of Telegesis liability hereunder is prohibited, void or enforceable by law.
10.7 Telegesis shall not be responsible in any manner whatsoever for any software, information or memory data stored on or integrated with any of the Goods returned to Telegesis for repair or replacement under this warranty.
10.8 Without prejudice to any other provision in these Terms, in any event Telegesis's total liability for any one claim or for the total of all claims arising from one act of default on Telegesis's part (whether arising from Telegesis's negligence or otherwise) shall not exceed the purchase price of the Goods the subject matter of any claim; but
10.8.1 Nothing herein shall limit or exclude Telegesis liability for death or personal injury caused by Telegesis's negligence or Telegesis's liability for fraudulent r misrepresentation.
10.9 Where the buyer deals as a consumer within the meaning of the unfair contract Terms Act 1977 nothing in these terms shall restrict or exclude any liability of Telegesis for breach of its implied undertakings as to conformity of the goods with description or sample or as to their quality or fitness for the purpose.
10.10 In the case of a consumer transaction nothing in these terms sham affect the statutory rights of the Buyer as defined in the Consumer Transaction (Restrictions on Statements) Order 1976 (as mentioned).
10.11 The period or terms of the warranty contained in this clause 10 shall only be varied or extended where Telegesis has granted the Buyer an Extended Warranty.

11 Compliance with Laws and Regulations

11.1 The Buyer will not knowingly sell the Goods to any person where such sale may be or may result in a sale to an end user which may put Telegesis in breach of any laws, embargoes or regulations from time to time or any relevant jurisdiction. The Buyer hereby certifies that no Goods will be exported directly or indirectly outside the United Kingdom unless the appropriate prior authorisation to such export has been obtained from the Department of Trade and Industry, London, and/or (where applicable) the Office of Export Administration of the US Department of Commerce.

12 Force Majeure

12.1 Telegesis shall not be liable to the Buyer fro non performance or delay in performance or for any loss or damage to any Goods due to acts of God, war, riot, civil commotions, embargo, strikes, fire, theft, delay in delivery or services of sub contractors or sub-suppliers, shortage of labour or materials, confiscation, prohibition of export or any other unforeseen event (whether or not similar in nature to these specified) outside the reasonable control of Telegesis.

13 Assignment

13.1 The Buyer may not assign all or any of its rights, title or interest under the Terms or any contract incorporating the same or transfer any of its obligations there under without Telegesis's prior or written consent and any assignment or transfer made by the Buyer without such consent shall be void and of no effect

14 Default of the Buyer

14.1 If the Buyer shall make default in or commit a breach of these Terms or of any of its obligations to Telegesis under any contract incorporating the same, or if the buyer shall make or offer to make any arrangement or composition with its creditors or become bankrupt, or if the Buyer shall be a limited company and any resolution or petition to wind up the Buyer (other than for the purpose of a voluntary solvent amalgamation or reorganisation) shall be passed or presented or if a receiver or administrative receiver is appointed over all or part of the Buyers undertaking property or assets or if the Buyer shall become subject to an administration order or if the Buyer ceases or threatens to cease to carry on business, Telegesis shall have the right to terminate any contract with the buyer forthwith upon written notice to the Buyers last known address and such termination shall be without prejudice to any claim or right which Telegesis may have accrued prior to the date thereof 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.

15 Waiver of Breach

15.1 No forbearance, delay or indulgence by Telegesis in enforcing the provision of these Terms or any contract incorporating the same shall prejudice or restrict the rights of Telegesis nor shall any waiver of its rights operate as a waiver of any subsequent breach.

16 Governing Law

16.1 These terms and contract between Telegesis and the Buyer incorporating the same shall in all respects be construed and operated as a contract made in England and be governed by English law.

17 Year 2000

17.1 The Buyer shall be responsible for ensuring that Goods supplied by Telegesis will when used in connection with any computer system, subsystem, component or software be Year 2000 compliant and, subject to the provisions of sub-clause 10.8.1 above, Telegesis hereby excludes all liability for any costs, claims or expenses incurred directly or indirectly as a result of any such failure to be Year 2000 Compliant.

Notes on Terms and Conditions

Unless agreed in writing, these stated terms and conditions shall be deemed to be the incorporated conditions of the contract with the company.

Account and Payment Terms

Payment of all charges is due and will be made by the customer within 7 days of the date of the invoice for the same. Charges shall be deemed overdue if they remain unpaid for longer than 7 days after they become payable. Overdue charges shall be subject to interest on late payment (currently 5% per month, compounded monthly) from the due date until such time as the account is paid. All charges are exclusive of Value Added Tax and all other applicable taxes and duties. Where such charges apply, these shall be invoiced to and paid for by the customer. Any charge incurred by the company as a result of an invalid cheque will be passed on to the customer. The company reserves the right to withdraw credit facilities and services on all overdue accounts without prior notice.

Prices and Quotations

Quotations shall only be available for acceptance for the stated period, or for a maximum of 30 days from the date thereof and may be withdrawn by the company within that period. Prices quoted or shown in the price list may be subject to change with prior notice and shall be those applicable at the date of supply.

Conformation to Specification

The description of the product shall be as contained in the product specification. This specification may be subject to change without prior notice.

Warranty

The company warrants that for a period of 30 days from the date of delivery, the work carried out will conform in all respects to the specification. This is provided that the units have not been modified or repaired other than by the company, have been maintained and operated in accordance with the company's recommendations, and provided that the units supplied by the customer meet their published specifications. Against a written notification given by or on behalf of the customer to the company during the said warranty period, the company shall without charge to the customer either (at the company's option) repair, replace, remedy or take other corrective action as may be necessary in respect of the units.