Terms and conditions of trading

Web Engineer standard Terms and Conditions Regarding the sale of Software Goods and Services

Terms and conditions of trading

Web Engineer standard Terms and Conditions Regarding the sale of Software Goods and Services

1. INTERPRETATION

1.1 In these Conditions the following words have the following meanings:

"the Buyer" the person(s), firm or company who purchases the Goods / Services from the Company;

"the Company" Web Engineer;

"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods / Services, incorporating these Conditions;

"Delivery Point" the place where delivery of the Goods is to take place under condition 4;

"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

"Website" www.web-engineer.co.uk;

"The Proposal" Web Engineer Quotation or estimate.

"IPR" Intellectual Property Rights

1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.4 In these Conditions headings will not affect the construction of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by the Company.

2.4 These conditions are subject to The Consumer Protection (Contracts Concluded by Means of Distance Selling Communication) Regulations 2000 ("the Regulations") and in the event of any conflict between these conditions and the Regulations, the Regulations shall prevail.

2.5 Each order for Goods and Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods and or Services subject to these Conditions.

2.6 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is communicated to the Buyer using appropriate technology.

2.7 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.

3. DESCRIPTION

3.1 The description of the Goods and Services shall be as set out on the Company's website.

3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained on the Company's Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

4. DELIVERY

4.1 Delivery of the Goods and Services shall proceed unless otherwise notified in writing after submission of "The Proposal" in accordance with the instructions detailed in "The Proposal".

4.2 The Company will use all reasonable endeavours to despatch the Goods and Services within the delivery period stipulated within the order acknowledgement.

4.3 Any dates specified by the Company for delivery of the Goods and Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.4 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Services (even if caused by the Company's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.5 If for any reason the Buyer will not accept delivery of any of the Goods and/or Services, or the Company is unable to deliver the Goods and/or Services on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations

4.5.1 risk in the Goods and/or Services will pass to the Buyer (including for loss or damage caused by the Company's negligence);

4.5.2 the Goods and/or Services will be deemed to have been delivered; and

4.5.3 the Company may store the Goods and/or withhold Services until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods and/or Services as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 28 days of the date of the Buyer's order.

5.3 Any liability of the Company for non-delivery of the Goods and/or Services shall be limited to replacing the Goods within a reasonable time or issuing a credit note in respect of such Goods and/or Services and refunding any payment made for them.

6. RISK

6.1 The Goods and/or Services are at the risk of the Buyer from the time of delivery.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price notified within The Proposal and identified as being part of the price to be paid by buyers for the Goods and/or Services.

8. PAYMENT

8.1 Unless otherwise notified in writing by The Company, Payment of the price for the Goods and/or Services is due as notified within the Order Acknowledgement.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received and the Company shall be under no obligation to despatch Goods and/or Services until the Company has received cleared funds by way of payment therefore.

8.4 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.5 The Company reserves the right to withhold goods and/or retract services in the case of overdue invoices not being paid by The Buyer.

9. QUALITY

9.1 The Company warrants that (subject to the other provisions of these Conditions) upon delivery, the Goods will:

9.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1994;

9.2 The Company shall not be liable for a breach of the warranty in condition 9.1 unless:

9.2.1 the Buyer gives written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and

9.2.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for the examination to take place there.

9.3 The Company shall not be liable for a breach of the warranty in condition 9.1 if:

9.3.1 the Buyer makes any further use of such Goods after giving such notice; or

9.3.2 the defect arises because the Buyer failed to follow the Company's or any third party manufacturer's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Services or (if there are none) good consumer practice; or

9.3.3 the Buyer alters or repairs such Goods without the written consent of the Company.

9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods provided that, if the Company so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Company.

9.5 If the Company complies with condition 9.4 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods and/or Services.

10. LIMITATION OF LIABILITY

10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

10.1.1 any breach of these Conditions; and

10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation. THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4

10.4 Subject to conditions 10.2 and 10.3:

10.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the aggregate price paid by the Buyer for the Goods; and

10.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions

11. ASSIGNMENT

11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

11.2 The Company may assign the Contract or any part of it to any person, firm or company.

12. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

13. GENERAL

13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

13.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14. COMMUNICATIONS

14.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

14.1.1 (in case of communications to the Company) to its office or such changed address as shall be notified to the Buyer by the Company; or

14.1.2 (in the case of the communications to the Buyer) to the delivery address specified by the Buyer in the Buyer's order or such other address as shall be notified to the Company by the Buyer.

14.2 Communications shall be deemed to have been received:

14.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

14.2.2 if delivered by hand, on the day of delivery;

14.2.3 if sent by facsimile transmission on a working day prior to 5.00 pm, at the time of transmission and otherwise on the next working day.

14.3 Communications addressed to the Company shall be marked for the attention of the Consumer Service Administrator.

15. INTELLECTUAL PROPERTY

15.1 The Buyer agrees to preserve the IPR of The Company at all times, and that no contract for supply of goods and/or services involves loss of IPR by The Company unless expressly offered as part of the contract stipulated in The Proposal by The Company.

15.2 Where goods and/or services are provided as components to The Buyer for further development works, IPR conditions may be stipulated by The Proposal; however IPR of the source code for those components generated by The Company shall always remain with The Company.

16. CANCELLATION

16.1 The Company reserves the right to make a cancellation charge to The Buyer in response to an order being retracted after order acknowledgement from The Company.

Cancellation charges will apply as follows:
75% of delivery estimate after order acknowledgement - no refund
50% of delivery estimate after order acknowledgement - 75% of fee 
48 hours after order acknowledgement - 25% of fee

Delivery estimate is from the estimate provided by The Company to The Buyer or as advised in writting by The Company after this time.