Calibre UK Limited
Terms and Conditions of Sale
1. QUOTATIONS AND ORDERS
(a) All quotations and orders are subject to these terms and conditions of sale, which shall override any differing terms which may appear on the purchaser's order forms or other documents, and no alteration may be made to these Terms and Conditions except with the prior written consent of an authorised officer of CALIBRE UK LTD.
(b) The prices set forth in written quotations shall be effective for a period of thirty (30) days from the date thereof, unless previously withdrawn, except where indicated otherwise in writing by an authorised officer of CALIBRE UK LTD.
(c) All orders are subject to availability of goods and to written acceptance. Any prior indications given by telex, telephone, facsimile or verbally, shall be provisional and approximate only.
(d) No order may be cancelled except by mutual agreement in writing at which point CALIBRE UK LTD will be entitled to be immediately reimbursed in full for any costs that may have been incurred in the execution or part execution of the contract.
2. TRADEMARKS, REPRODUCTIONS AND ORDINANCES
(a) CUSTOMER agrees not to remove or alter in any manner any copyright or trademark notices or proprietary legends or any product safety/traceability labels contained in or on any CALIBRE UK LTD product without CALIBRE UK LTD prior consent.
(b) CUSTOMER agrees that it shall not, by itself or in association with any other party, copy, reproduce, decompile, disassemble, reverse engineer, transmit by any means any CALIBRE UK LTD product or any component thereof without the prior written consent of CALIBRE UK LTD.
(c) CUSTOMER shall be responsible and shall bear all costs for complying with local, national and international statutes, rules, regulations and ordinances of any kind which relate to or affect CUSTOMER'S duties or rights under these Terms & Conditions.
CALIBRE UK LTD agrees to supply goods ordered by CUSTOMER in accordance with these Terms & Conditions and to:
(a) Provide technical support to CUSTOMER in relation to operation/installation of such goods. This support to be free of charge during the product warranty period. Technical support in relation to customers' specific system integrations/applications or support of system items/components not supplied by Calibre UK Ltd may be chargeable at the sole discretion of CALIBRE UK LTD. Customer will be advised of this and given an indication of the likely fee by CALIBRE UK LTD prior to chargeable support being given.
(b) During an agreed warranty period to repair or replace, at CALIBRE UK LTD sole discretion, the faulty goods, providing the unit is returned to CALIBRE UK LTD carriage paid and bearing a Returns Authorisation Number (RAN) issued by CALIBRE UK LTD Service Dept.
(c) Provide on request details of its updates of relevant software, if any as they become available for public distribution.
4. WARRANTIES AND DISCLAIMERS
(a) CALIBRE UK LTD provides limited exclusive warranty to CUSTOMER, with respect to goods supplied, shall be that for a period of twelve months from the date of shipment of goods by CALIBRE UK LTD.
(b) CALIBRE UK LTD reserve the right to amend the specification of any goods, without prior notice, as and when they think fit, in line with new developments as they occur.
(c) IN NO EVENT SHALL CALIBRE UK LTD BE LIABLE TO CUSTOMERS, OR ANY THIRD PARTY FOR ANY CONTRACT DAMAGES OR DIRECT, INDIRECT, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OF ANTICIPATED PROFITS AND LOSS OF GOODWILL, ARISING IN CONNECTION WITH THE USEOF (OR INABILITY TO USE) THE GOODS SUPPLIED FOR ANY PURPOSE WHATSOEVER, EVEN IF CALIBRE UK LTD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NOR WILL CALIBRE UK LTD BE LIABLE IN ANY EVENT TO CUSTOMERS OR ANY THIRD PARTY FOR DAMAGES RESULTING FROM DELAYS IN DELIVERY, HOWEVER CAUSED. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY SHALL SURVIVE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF ANY REMEDY HEREIN.
(d) CALIBRE UK LTD SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN PARAGRAPH 4 (A) AND (B) HEREOF SHALL BE TO REPAIR OR TO REPLACE, AT CALIBRE UK LTD OPTION, THE FAULTY GOODS.
(e) EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, CALIBRE UK LTD DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES TO CUSTOMER, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
5. TITLE TO SOFTWARE
(a) CUSTOMER acknowledges that it receives no title to the SOFTWARE contained in or with any CALIBRE UK LTD product. Title to the SOFTWARE and all rights therein, including all world-wide copyrights and confidential and proprietary rights, shall remain with CALIBRE UK LTD.
6. INTELLECTUAL PROPERTY RIGHTS
(a) Subject to any third party rights or copyrights and other industrial and intellectual property rights used on or relating to any goods are the property of CALIBRE UK LTD.
(b) In so far as CUSTOMER shall become aware of any potential third party infringement of any copy right and or other industrial and intellectual property rights in any goods the CUSTOMER shall notify CALIBRE UK LTD forthwith of such infringement and CUSTOMER shall take such reasonable action as CALIBRE UK LTD may direct (at CALIBRE UK LTD'S cost) in relation to any third party infringement of such rights.
(c) CALIBRE UK LTD will defend at its own expense any claim or action brought against CUSTOMER or CUSTOMER'S own customers to the extent that it is based on a claim that any goods supplied by CALIBRE UK LTD infringes a patent or copyright or other intellectual property right and will pay any costs and damages finally awarded against CUSTOMER or CUSTOMER'S own customers or any agreed compromise or settlement in any such action or such items being up to a total liability no exceeding the total price paid by CUSTOMER to CALIBRE UK LTD for any goods in question. Such defence and payment are subject to the following conditions namely:-
(i) that CALIBRE UK LTD shall be notified promptly in writing by CUSTOMER of any such claim and
(ii) CALIBRE UK LTD will have sole control of the defence of any action on such claim and all negotiations for any settlement or compromise and
(iii) that should the any goods in question or in CALIBRE UK LTD reasonable opinion be likely to become the subject of a claim of such an infringement CUSTOMER will permit CALIBRE UK LTD at its option and expense either to procure for CUSTOMER the right to continuing using such item to replace or modify such items so that it becomes non-infringing so long as there is no material degradation or performance or operation or to grant CUSTOMER a refund for such item a depreciation will be used assuming the useful life for all items to be three years.
(e) CALIBRE UK LTD will have no liability to CUSTOMER under any provision of this Clause with respect to any claim of patent or copyright or other intellectual infringement which is based upon any goods which:-
(i) combines any goods with any equipment or any other item not sold to CUSTOMER by CALIBRE UK LTD if such equipment or other items:
(ii) has been modified by any party other than CALIBRE UK LTD: or
(iii) has been used in a manner for which it is not designed.
7. PAYMENT AND RISK
(a) CUSTOMER agrees to pay CALIBRE UK LTD in accordance with CALIBRE UK LTD current payment terms which are net 30 days from the invoice date. The CUSTOMER shall not be entitled to make any deductions therefrom.
(b) CUSTOMER agrees to pay CALIBRE UK LTD interest in accordance with the Late Payment of Commercial Debt Regulations at the rate of 3% per month on overdue accounts (before as well as after any judgement). CUSTOMER also agrees to pay CALIBRE UK LTD any additional expenses incurred by CALIBRE UK LTD in collection effort including but not limited to collection agency, legal and travel expenses.
(c) Each delivery or part delivery will be deemed to be sold under separate Contract. CUSTOMER accepts that neither failure by CALIBRE UK LTD to make any delivery in accordance with these Terms & Conditions, nor any claim by the CUSTOMER in respect of such delivery or party delivery shall entitle the CUSTOMER to reject the balance of the order.
(d) The risk in the goods shall pass from CALIBRE UK Ltd to the CUSTOMER upon delivery of such goods to the CUSTOMER.
However, not withstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the CUSTOMER until CALIBRE UK LTD has received in cash or cleared funds payment in full for all goods delivered to the CUSTOMER under this and all other contracts between CALIBRE UK LTD and the CUSTOMER for which payment of the full price of the goods there under has not been paid.
Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between CALIBRE UK LTD and the CUSTOMER under which the goods were delivered
(e) The risk in equipment shall pass to CUSTOMER on delivery.
8. TRANSIT DAMAGE
Shortages or damages in transmit must be notified to CALIBRE UK LTD and to their carrier. The carrier's delivery sheet must be signed and marked when appropriate "Arrived in damaged condition". In the absence of such written notice from the CUSTOMER to CALIBRE UK LTD, the equipment shall be deemed to have been delivered complete, in a satisfactory condition and accepted by the CUSTOMER. Transit damage claims cannot be considered where the carrier's delivery sheet has been signed clear (in good condition). Damage or delay in delivery must be notified to CALIBRE UK LTD within 5 days of the date of invoice/despatch.
CUSTOMER may not assign, sell, lease, sublicense, or otherwise transfer in whole or in part any of the rights granted pursuant to these Terms & Conditions without prior written approval of CALIBRE UK LTD.
No amendment change or variance from these Terms & Conditions shall be binding upon either party unless executed in writing and signed by an authorised representative of the party for the item to be changed.
11. SEVERABILITY AND CONSTRUCTION
Should any part of these Terms & Conditions, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portion, and such remaining portion shall remain in full force and effect as if the contract to which these Terms & Conditions relate, had been executed with the invalid portion eliminated.
12. FORCE MAJEURE
In the event of any cause beyond the control of CALIBRE UK LTD, CALIBRE UK LTD shall not be liable for any delay in shipment or non-delivery of product covered under these Terms & Conditions arising therefrom.
Any notice required under these Terms & Conditions shall be deemed to have been given when hand-delivered or on the date of mailed Recorded Delivery or other such certified method of delivery and addressed to the party to receive such notice at the invoice address or such other address as the party may from time to time direct in writing.
14. COVERING LAW
These Terms & Conditions shall be interpreted in all respects in accordance with the laws of England and Wales and in the event of the parties agree to submit to the jurisdiction of the English Courts.
15. ENTIRE AGREEMENT
These Terms & Conditions contain the entire agreement between the parties, and no representations of inducements, oral or written, not contained herein, shall be binding upon the parties.