The following terms and conditions ("the Conditions") are the basis of terms on which PERIAPSIS LTD ("the Seller") sells or provides products or services and supersedes all other terms and conditions relating to the subject matter of these Conditions. Terms and Conditions may be negotiable.
1. PRICE AND PAYMENT 1.1. The price (exclusive of VAT) for the Goods or Services (“the Price) shall be the invoiced price of the Seller and payment of the Price shall be made by the Buyer within 30 days of the date of the invoice for the Goods or Services.
1.2. If the Price is not paid by the due date, interest shall accrue from the date of invoice on the unpaid portion of the Price at the rate of 2 per cent (2%) per calendar month calculated monthly in advance on the first day of each subsequent overdue month or part thereof. Advance notification of this charge, other than statements of account, will not be issued.
1.3. The Seller or Provider reserves the right to alter, change or modify the published price of any Goods or Services without advance notice to the Buyer.
2. GOODS The description and quantity of the goods or Services to be sold (“the Goods”) shall be as set out in the Invoice provided by the Seller to the Buyer (“the Invoice”)
3. DELIVERY The Seller shall deliver the Goods or Services as contracted to the Buyer at the address of the Buyer as shown on the Invoice unless notified otherwise in writing. Time shall not be of the essence for delivery unless determined in seperate written contract.
4. ACCEPTANCE The Buyer shall be deemed to have accepted the Goods or Services if they have not been rejected on or before the 7th day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part after such date.
Should the Buyer reject said Goods or Services, then the onus is upon the Buyer to return said Goods in good condition to the Seller certainly within 72 hours thereafter.
5. TITLE AND RISK 5.1. The Goods or Services shall be at the risk of the Buyer following provision and delivery 5.2. Notwithstanding delivery, title in the Goods or Services shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Seller 5.3. Until such time as title in the Goods or Services passes to the Buyer the Seller shall have the right to repossess or otherwise recover the Goods, any and all costs incurred in recovering said Goods shall be at the expense of the Buyer 5.4 All designs and artwork as provided by PERIAPSIS LTD shall be the exclusive copyright of Periapsis Ltd, as such, any 3rd party reproduction without written consent from is expressly prohibited.
6. LIMITATION OF LIABILITY 6.1. Prior to storage or use of any supplied Goods or Services, the Buyer must determine safety, suitability and compatibility; the Seller shall deem usage or retention of said goods or services as the Buyer’s acceptance of this condition. 6.2. Save in respect of personal injury or death due to the negligence of the Seller, the Seller shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods or Services 6.3. Without prejudice to Condition 6.2 the Seller shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this agreement 6.4. Save in respect of personal injury or death due to the negligence of the Seller the liability of the Seller under these Conditions shall not exceed the Price
7. FORCE MAJEURE The Seller shall not be liable for any default due to any circumstance beyond the reasonable control of the Seller including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or shortage of supply or failure to deliver by suppliers to the Supplier
8. GENERAL 8.1. If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated 8.2. The Seller may without the consent of the Buyer sublicense its rights or obligations or any part of these Conditions. 8.3. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions
9. ENTIRE AGREEMENT Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract
10. GOVERNING LAW AND JURISDICTION The laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.