1. DEFINITIONS
Unless otherwise specified or dictated by context, the following definitions apply;
"Agreement" means a contract for the supply by Arun Control Systems to the Customer of the Goods and/or the Services incorporating these terms and conditions.
"Arun Control Systems" means the company registered as Arun Control Systems Limited.
"Customer" means the legal entity accepting Arun Control Systems' written or oral quotation for the supply of Goods or Services or whose order for Goods or Services is accepted by Arun Control Systems or the party otherwise commissioning the Services in each case as named on the Invoice.
"Goods" means hardware, software or peripheral products ordered by the Customer, accepted by Arun Control Systems and specified on the Invoice.
"Invoice" means the document sent by Arun Control Systems to the Customer, demanding payment for the Products or the Services and containing, recording and evidencing contractual terms relating to the Agreement.
"Price" means the charge for the Projects, Goods or Services made to the customer, exclusive of VAT.
"Projects" means hardware, software or peripheral products in respect of which Services are either bundled with those products or required under a Service Offering ordered by the Customer, accepted by Arun Control Systems and specified on the Invoice, and such additions or changes thereto as may from time to time be agreed in writing between the parties.
"Services" means the services to be performed by Arun Control Systems pursuant to the Service Offering selected by the Customer.
"Service Offering(s)" means the service options offered by Arun Control Systems for Projects or goods.
"Third Party Products" means Goods not manufactured, assembled, authored or configured by Arun Control Systems and supplied to Arun Control Systems by third parties for re-supply by Arun Control Systems.
2. PROJECTS, GOODS AND SERVICES
2.1. Arun Control Systems shall supply and the Customer shall purchase, the Project or Goods and/or the Services as principals only, to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Agreement.
2.2. The Projects, Goods And Services are supplied subject to the terms and conditions of this Agreement to the exclusion of any other terms or conditions of the Customer and variations or amendments must be confirmed by Arun Control Systems in writing.
3. DELIVERY, TITLE AND RISK
3.1. The Project or Goods are delivered at Arun Control Systems' facility or other agreed delivery point.
3.2. Circumstances may cause Projects or Goods to be delivered by instalments.
3.3. Delivery dates are approximate.
3.4. The cost of packaging and delivery shall be agreed and met by the customer.
3.5. Risk passes from Arun Control Systems to Customer on delivery.
3.6. Title to Projects and Goods only passes to Customer when full payment is made and Arun Control Systems shall be entitled at any time before title passes (without any liability):
* to terminate Customer's right to use, sell or otherwise deal in Projects or Goods.
* to enter the premises of Customer and re-possess Projects or Goods.
* to use or sell the Projects or Goods.
* to charge recovery costs.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Arun Control Systems warrants its belief that no patent, copyright, registered design, design right or trade mark is infringed.
4.2. Customer shall indemnify Arun Control Systems from costs, demands, expenses and liabilities claims incurred by or made against it as a direct or indirect result of Projects, Goods or Services supplied in accordance to Customers requirements or Third Party Products or products supplied by the Customer for integration purposes (whether used separately or in combination) involving any alleged infringement of patent or copyright.
4.3. In the event of an infringement allegation, Customer must promptly give written notification to Arun Control Systems and not make any admission without Arun Control Systems prior consent.
5. ACCEPTANCE OF PRODUCTS
Unless Customer shall, promptly after delivery, inspect the Project or Goods and notify Arun Control Systems, in writing within 7 days, of any defects found, the Projects and Goods shall be deemed to have been accepted on delivery.
6. THE SERVICE OFFERINGS
6.1. Services are provided in accordance with the provisions contained in the Service Offering selected by the Customer, as shown on the Invoice.
6.2. Arun Control Systems will use reasonable endeavours to meet relevant response times.
6.3. Customer agrees that Arun Control Systems shall not be liable for any direct, indirect or consequential losses occurring as a result of Arun Control Systems' failure to meet relevant response times except as set out in Clause 11.
6.4. The Customer may purchase extended service coverage in accordance with then current Arun Control Systems policy.
7. EXCEPTIONS
7.1. Arun Control Systems shall be under no obligation to supply the Services where, in Arun Control Systems' reasonable opinion, these are needed because of improper or inadequate installation, use or maintenance; actions or modifications by unauthorised third parties or the Customer; or accidental or wilful damage.
7.2. The Services do not include the correction or avoidance of software defects or errors or the loading or re-loading of Customer's applications software or data or any reconfiguration of the Project, Goods or Services.
8. REPLACEMENT
Arun Control Systems reserves the right to replace the whole or any part of the Project, Goods or Services. Repairs may be carried out using reconditioned parts or products which, whilst not necessarily identical to the faulty Project, Goods or Services, are equivalent to new in functionality and appearance.
9. CUSTOMER'S OBLIGATIONS
9.1. Customer shall properly use the Project, Goods or Services and shall provide Arun Control Systems with all reasonable facilities and information to enable Arun Control Systems to perform its duties.
9.2. Customer shall be responsible for complying with all Customer applicable regulatory requirements.
10. PRICE AND PAYMENT
10.1. Payment shall be made in full within 30 days of the date of Invoice.
10.2. The Price of the Project, Goods or Services shall be Arun Control Systems' quoted price or, where no Price has been quoted (or a quoted Price is no longer valid), the price listed in Arun Control Systems' published price list current at the date of the Customer's order and in any case as shown on the Invoice.
10.3. All Prices quoted in writing are valid for 30 days except written quotations in respect of Third Party Products which are valid for the period stated on the quotation document. Oral quotations are valid only to the end of the business day upon which they are given.
10.4. All Prices for the sale of Project, Goods or Services exclude Arun Control Systems' charges for transport and insurance.
10.5. The Price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added Tax.
Late payment will incur charges. Arun Control Systems reserves the right to charge interest on sums more than 7 days overdue on a day to day basis, as well after as before any judgment, from the date or last date for payment thereof to the date of actual payment (both days inclusive) at the rate of 2% above the base rate of HSBC Bank plc from time to time in force, compounded quarterly. Such interest shall be paid on demand.
11. WARRANTY
11.1. Arun Control Systems assembles systems in accordance with industry standard practices and Arun Control Systems warrants that the Project or Services (excluding Third Party Products and software) will be free from defects in workmanship and design for a period of 3 months from the date of purchase.
11.2. In respect of Third Party Products, the Customer shall only be entitled to the benefit of any warranty or guarantee given by the Third Party manufacturer.
11.3. If, before the expiry of the warranty period or appropriate Service Offering, Arun Control Systems receives written notice from the Customer of any breach of the warranty then Arun Control Systems shall, within a reasonable time, repair or, at its option, replace Project, Goods or Services that are defective or otherwise remedy such defects.
11.4. This warranty does not apply to defects resulting from improper or inadequate installation, use or maintenance; actions or modifications by unauthorised third parties or the Customer or accidental or wilful damage.
11.5. Arun Control Systems does not give any warranty that the Project, Goods or Services are fit for any particular purpose and this warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
12. LIABILITY
12.1. Arun Control Systems shall not be liable for any loss or damage sustained or incurred by the Customer or any third party (including without limitation any loss of use of the Project, Goods or Services or loss of or spoiling of any of the Customer's programs or data) resulting from any breakdown of or fault in the Project, Goods or Services, unless such breakdown or fault is caused by the negligence or wilful misconduct of Arun Control Systems, its employees, agents or sub-contractors, or to the extent that such loss or damage arises from any negligent delay by Arun Control Systems in providing the relevant Services and then only to the extent not excluded by the Agreement.
12.2. The Customer shall indemnify Arun Control Systems and keep Arun Control Systems fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations.
12.3. Except in respect of injury to or death of any person, for which no limit applies, the respective liability of Arun Control Systems and the Customer under sub-clauses 12.1 and 12.2 in respect of each event or series of connected events shall not exceed £250,000 or the Price, whichever is the greater.
12.4. Notwithstanding anything else contained in the Agreement, Arun Control Systems shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
13. FORCE MAJEURE
Neither party shall be liable for any delay in performance caused by circumstances beyond reasonable control and the party in delay shall be entitled to a reasonable extension of time for performance.
14. CONFIDENTIALITY
Each party shall treat as it does its own trade secret information, all information obtained from the other pursuant to the Agreement which is marked "confidential" or the equivalent or has the necessary quality of confidence about it.
15. TERMINATION
15.1. The Agreement may be terminated forthwith by written notice from either party if;
the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party's intention to terminate); or
the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.
15.2. The Agreement may be terminated forthwith by written notice from Arun Control Systems if the Customer fails to pay any sum due and such sum remains unpaid for 14 days after written notice from Arun Control Systems that such sum has not been paid.
16. ENTIRE AGREEMENT
16.1. The Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.
16.2. The Customer warrants to Arun Control Systems that it has not been induced to enter into the Agreement by any prior oral representation (whether innocently or negligently made) except as specifically contained in the Agreement.
17. CONSUMERS
The statutory rights of a Customer dealing with Arun Control Systems as a consumer as defined in the Unfair Contract Terms Act 1977 remain unaffected.
18. ASSIGNMENT
Arun Control Systems may sub-contract all or any of its obligations under the Agreement to a competent third party. Except for this, neither party shall assign or otherwise transfer any of its rights or obligations under the Agreement without prior written consent from Arun Control Systems.
19. NOTICES
19.1. All notices must be in writing and sent to the address of the recipient set out in the Agreement or the recipient's registered office or such other address as the recipient may designate.
19.2. Any such notice may be delivered personally or by first class prepaid letter or facsimile transmission or by electronic mail (followed by confirmation by post) and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission or electronic mail, when despatched.
19.3. Any notice concerning the validity or existence of the Agreement must be delivered personally or sent by Recorded Delivery first class letter post.
20. VALIDITY
If any condition or provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other conditions and provisions of the Agreement and the remainder of the conditions or provisions in question shall not be affected.
21. JURISDICTION AND INTERPRETATION OF LAW
21.1. The Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.
21.2. The Agreement represents the complete agreement between Arun Control Systems and the Customer with regards the Goods and Services and contains all agreements, warranties and conditions and other agreed terms, made or relied upon by either party .
21.3. Any indulgence or forbearance towards a Customer shall not restrict or in any way prejudice the rights of Arun Control Systems in English Law.
21.4. No waiver, by Arun Controls Systems, of any breach by the customer shall operate as a waiver of any subsequent breach.
