The terms and conditions of sale contained herein ("Standard Terms and Conditions") apply to all quotations made and contracts of sale entered into by Astral Informatics Ltd. ("Sigplex"). Though the Standard Terms and Conditions may conflict with certain terms and conditions, if any, specified by Customer in Customer's order form, or otherwise, Sigplex's acceptance of Customer's order is on condition that only the Standard Terms and shall apply to Customer's order, irrespective of whether the Customer accepts these Standard Terms and Conditions by a written acknowledgement, by implication, or by acceptance of and payment for goods orde-red hereunder. Any term, provision or condition in conflict with, or in addition to or in modification of, any of the Standard Terms and Conditions shall not be binding upon Sigpex unless such term, provision or condition is in writing and signed by an officer of Sigplex. Sigplex's failure to object to any term or condition contained in any communication from Customer shall not be deemed a waiver of the Standard Terms and Conditions. All offers, orders, agreements, and contracts must be approved and accepted by Sigplex at its home office.
Unless Sigplex receives specific shipping instructions from Customer, Sigplex will exercise its own discretion in selecting the method of shipment. Shipping dates are approximate and are based upon prompt receipt of all necessary information from Customer. Sigplex reserves the right to make deliveries of products in instalments and, when Sigplex cannot deliver the full amount of orders in the agreed schedule, the right to allocate production delivery among its various Customers then under contract for similar goods in a commercially reasonable manner. Sigplex shall not be liable for a delay in delivery or non delivery due to causes beyond Sigplex's reasonable control, including but not limited to, acts of God, acts of Customer, acts of civil or military authority, war, riots, fires, floods, strikes, lockouts, delays in transportation, and inability to obtain necessary fuel, power, labour, materials, or manufacturing facilities. In the event of any such delay the date of delivery shall automatically be extended for a period equal to the time lost by reason of such delay. In no event shall Sigplex be in default for failure to deliver unless Sigplex does not commence to cure such failure within ten (10) days after receipt from Customer of written notice of failure to deliver.
- SECURITY INTEREST
Title to the products ordered hereunder shall remain in Sigplex until all amounts due and Sigplex hereunder have been paid in full. Sigplex reserves a purchase money security interest in all products ordered hereunder (including all property incorporated therein or attached thereto) and in Customer's proceeds from any disposition of such products until all such amounts due to Sigplex are paid. Customer appoints Sigplex as Customer's attorney-in-fact and agent to sign and file financing statements to perfect Sigplex's security interest. Customer represents and warrants that the products ordered hereunder are being purchased primarily for business and not for personal, family or household purposes.
- PAYMENT AND PRICES
When Sigplex has extended credit to Customer, terms of payment shall be as set forth on the invoice. If deliveries are made in instalments, each instalment shall be separately invoiced and paid for when due without regard to other deliveries. Time of payment is of the essence. All payments shall be in Pound Sterling. Interest at two percent (2%) per month or the maximum rate permitted by law (if less) plus all costs of collection including attorney's fees shall be added to any amounts owed to Sigplex which are thirty (30) days or more overdue.
If in the judgment of Sigplex, the financial condition of Customer at any time does not justify continuance of production or delivery on the terms of payment above specified, Sigplex may require full or partial payment in advance. If Customer be-comes insolvent, or bankruptcy or other debtor's relief proceedings are instituted by or against Customer, or Customer makes an assignment for the benefit of its creditors or is unable to meet its obligations as they come due, any such event shall be deemed a material default hereunder, entitling Sigplex to cease performance un-der this order, and to avail itself of all legal and equitable remedies it may have against Customer.
Unless otherwise expressly indicated herein, all prices are exclusive of federal, state and local excise, sales, use and similar taxes. Such taxes, when applicable to this sale or to the products sold, will appear as separate additional items on the invoice, or in lieu thereof the Customer, prior to delivery, shall provide Sigplex with a properly executed tax exemption certificate acceptable to the appropriate taxing authorities.
With regard to products made to the order of Customer's designs, specifications or instructions, Customer shall save and hold Sigplex harmless against any damage, cost, loss or expense, including reasonable attorney fees, resulting from any claim, suit or proceeding brought by any person or entity for infringement of patents, copyright, trademarks, trade names or for unfair completion arising from Sigplex's compliance with Customer's designs, specifications or instructions.
The sale of any product or products by Sigplex pursuant to this order does not convey to Customer any license, by implication, estoppel, or otherwise, respecting any patent, trademark or trade name claims or rights covering said products or products or any combination thereof with or without other devices or elements.
- DISCLAIMER OF WARRANTIES AND LIMIT OF LIABILITY
Sigplex makes no express or implied warranty of any kind whatsoever with respect to the signature hardware products or equipment, including, but not limited to its merchantability or its fitness for any particular purpose: nor as to its design, condition, quality, performance or capacity: nor as to the workmanship or material used therein or its compliance with requirements for any law, rule, specification or contract pertaining thereto. As to Sigplex, customer accepts all products and equipment "as is" and if the same is unsatisfactory for any reason, customer shall make a claim on account thereof solely against the manufacturer thereof.
In no event shall sigplex be liable to customer for any loss of anticipatory profits or any other indirect, special or consequential damages.
Any provision herein to the contrary notwithstanding, to the extent permitted by law the maximum liability of Sigplex to customer based on the claim of any person, firm or corporation whatsoever arising out of or in connection with any sale, use or other employment of any product delivered to customer hereunder, whether such liability arises from any claim based upon contract warranty, tort or otherwise, shall in no case exceed the actual cost of the products delivered pursuant to the order paid to Sigplex by customer.
- SHORTAGES; DEFECTIVE OR INCORRECT PRODUCTS
All claims for shortages or incorrect products must be filed by Customer with Sigplex in writing within fifteen (15) days of the receipt of the products.
In the event of any default by Customer, Sigplex may decline to make further shipments without in any way affecting its rights under this order. If, despite any default by Customer, Sigplex elects to continue to make shipments, Sigplex's action shall not constitute a waiver of any default by Customer or in any way affect Sigplex's legal remedies of any such default.
Customer shall not assign this order nor any interest therein nor any rights hereunder without the prior written consent of Sigplex.
- CONTROLLING LAW
The validity, construction, and performance of these Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the United Kingdom. In the event that any provision of these Terms and Conditions of Sale or the application of any such provision shall be held by a court of law to be contrary to law, the remaining provisions of these Terms and Conditions shall remain in full force and effect.
No addition to nor deletion from nor modification of any of the provisions of the Terms and Conditions of Sale of this order shall be binding upon Customer unless acknowledged and accepted by Sigplex. Any change made by Sigplex will be deemed accepted by Customer unless within ten (10) days from notice of such change Customer notifies Sigplex of Customer's exception to such change. A waiver by Sigplex of any default or of any of the Terms and Conditions of Sale shall not be deemed to be a continuing waiver or a waive of any other default or of any other of these Terms and Conditions of Sale, but shall apply solely to the instance to which the waiver is directed.