In these conditions:
“Acknowledgement of Order” means theconfirmation in Writing by Frame to the Customer that an order for Goods has been accepted provided always that where no confirmation in Writing is given Acknowledgement of Order shall mean the date of deemed delivery in accordance with condition 7;
“Conditions” means the standard terms andconditions of sale and/or supply set out in this document and any special terms and conditions agreed in writing by Frame;
“Customer” means any person(s), firm orcompany who buys, licenses or agrees to buy or licence the Goods and/or Software;
“the Delivery Address” means the address for theCustomer as indicated on the Acknowledgement of Order, or such other address as agreed in writing by Frame and the Customer;
“Frame” means Frame Communications Limited,whose principal place of business is at 7 Midshires Business Park, Smeaton Close, Aylesbury, Bucks. HP19 8HL England;
“the Goods” means the equipment and otheritems which the Customer agrees to buy from Frame (and for the avoidance of doubt includes the media containing the Software);
“the Price” means the price for the Goods and/orthe Software in the quotation or proposal attached (and where there is no such quote or proposalshall be the price set out in Frame’s price listpublished on the date of delivery or deemed delivery), and such price excludes carriages, packing, insurance and VAT;
“the Services” means the services to be providedby Frame as set out in Frame’s quotation;
“the Software” means the software to be supplied by Frame as set out in Frame’s quotation; “Writing” includes facsimile transmission,electronic mail and comparable means of communication
- 2.1 The Conditions shall apply to all contracts for the sale of Goods and/or the supply of Software and Services by Frame to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order in confirmation of order or similar document.
- 2.2 All orders for Goods, Software and/or Services must be in writing and signed by an authorised representative of the Customer and shall be deemed to be an offer by the Customer to purchase pursuant to these Conditions.
- 2.3 On Frame sending an Acknowledgement of Order to the Customer a contract for the Goods shall be binding.
- 2.4 Acceptance of the delivery of Goods, Software or Services shall be deemed conclusive evidence ofthe Customer’s acceptance of these Conditions.
- 2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of Frame.
3.1 Any quotations shall only be valid for a period of 30 days from the date of issue of such quotation unless otherwise agreed in writing between the parties.
3.2 All weights, illustrations, dimensions, descriptions, performance figures, drawings, sketches and other documents given in or referred to in quotations and/or proposals are approximate only and Frame may vary any of the same at any time. The Customer shall be responsible for ensuring the accuracy of such documents.
3.3 No representation which is not confirmed in writing by Frame will be binding.
4.1 The Price is exclusive of VAT which will be charged at the rate ruling at the date of delivery of the Goods, Software and/or Services as the case may be.
4.2 Payment is to be made in the currency specified in the quotation.
4.3 Payment of the Price and VAT shall be due before or on the date specified in the Acknowledgement of Order or if no such date is specified within 30 days of the date of invoice.
4.4 Where delivery of the Goods and/or the Software is made in part shipments the Customer shall make proportionate payments as specified in the relevant quotation or proposal and confirmed by the relevant invoice issued by Frame to the Customer.
4.5 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at a rate of 8 (eight) per cent above Lloyds Bank plc base rate from time to time in force.
5. SAMPLE EQUIPMENT
Frame reserves the right to invoice the Customer for any samples, sale or return, loan or demonstration equipment and/or Software which the Customer fails to return to Frame within 30 days of the relevant request by Frame for the return of such samples, equipment and/or software.
6.1 Title in the Goods shall not pass to the Customer until all payments due in respect thereof have been received by Frame in cleared funds.
6.2 Title in the Software shall not pass to the Customer and the Customer shall, subject to the relevant Software Licence, be granted a non- exclusive licence to use the Software.
6.3 If payment is overdue in whole or in part, Frame may without prejudice to any other of its rights, recover and resell the Goods and may enter uponthe Customer’s premises at any time for thatpurpose and/or terminate any Software licence.
7.1 Delivery shall be deemed to occur and the risk of loss or damage of any kind in the Goods shall pass to the Customer on whichever of the following events occur earlier:-
(a) the Goods are collected by the Customerfrom Frame’s place of business; or
(b) the Goods are despatched to the Delivery
Address in accordance with the Customer’sinstructions (whether or not such carrier beFrame’s agent or servant); or
(c) 7 Days from the date of notice given by Frame to the Customer that the Goods are ready for collection or despatch.
7.2 Any dates specified by Frame for delivery of the Goods and/or Software are intended to be an estimate only and time for delivery shall not be made of the essence by notice. If no dates are specified delivery will be within a reasonable time.
7.3 Subject to the other provisions of these conditions Frame will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or Software (even if caused byFrame’s negligence), nor will any delay entitle theCustomer to terminate or rescind the contract unless such delays exceed  days.
7.4 If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or Frame is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods will pass to the Customer (including for loss or damage caused byFrame’s negligence);
(b) the Goods will be deemed to have been delivered; and
(c) Frame may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
7.5 The Customer will provide at its expense at the Delivery Address adequate and appropriate equipment and manual labour for (un)loading the Goods.
7.6 If Frame and the Customer do not expressly agree otherwise in writing Frame shall be entitled to deliver any Goods by single delivery or by instalments at its option.
8. NON- DELIVERY
8.1 The quantity of any consignment of Goods asrecorded by Frame upon despatch from Frame’splace of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
8.2 Frame shall not be liable for any non-delivery ofGoods (even if caused by Frame’s negligence)unless written notice is given to Frame within 7 days of the date when the Goods would in the ordinary course of events have been received.
8.3 Any liability of Frame for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
- 9.1 Subject to the provisions set out below frame warrants that the Goods will correspond with their specification at the time of delivery and will be free from defect in material and workmanship for a period of 12 months from delivery unlessotherwise stated in Frame’s quotation.
- 9.2 Frame shall be under no liability under the above warranty if:
- (a) the defect in the Goods arises from any drawing, design or specification supplied by the Customer;
- (b) the defect arises from fair wear and tear, wilful damage, improper storage, negligence, abnormal working conditions, failure to followFrame’s instructions (whether oral or in writing), misuse or alteration or repair of theGoods without Frame’s approval;
- (c) the total price for the Goods has not been paid by the due date for payment; or
- (d) any claim is not notified to Frame within 7
days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure.
- 9.3 Where any valid warranty claim in respect of any Goods is notified to Frame it shall be entitled at its sole discretion to either repair or replace the Goods (or the part in question) free of charge or refund to the Customer, the price of the Goods (or a proportionate part of the price) and Frame shall have no further liability to the Customer.
10. LIMITATION OF LIABILITY
- 10.1 Subject to condition 10.3, the following provisions set out the entire financial liability of Frame (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- (a) any breach of the Conditions; and
- (b) any representation, statement or tortuous 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 this contract.
- 10.3 Nothing in these conditions excludes or limits the liability of Frame for death or personal injurycaused by Frame’s negligence or fraudulentmisrepresentation.
- 10.4 Subject to conditions 10.2 and 10.3:
- (a) Frame’s total liability in contract, tort
(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this contract shall be limited to the contract price for the Goods; and
- (b) shall not be liable to the buyer for any loss or damage which may be suffered by the Customer, whether the same are suffered directly or indirectly or are immediate or consequential which fall within the following categories:-
- (i) special damage even though Frame was aware of the circumstances in which such special damage could arise;
- (ii) loss of profits, anticipated savings, business opportunity or goodwill; and
- (iii) loss of data;
- (a) Frame’s total liability in contract, tort
11.1 All confidential information relating to the Goods furnished or disclosed by Frame shall remain the property of Frame and shall not be disclosed by the Customer to any person without the prior written consent of Frame and the Customer shall restrict circulation of such information within its own organisation on a need to know basis. All documents, drawings, sketches designs and other information furnished by Frame shall (unless the Customer shall have purchased any of the same) be returned to Frame promptly on request and together with all copies.
11.2 This Condition shall remain in full force and effect for so long as any such information does not fall within the public domain other than as a result of acts or omission of the Customer.
12. INTELLECTUAL PROPERTY
12.1 Forthwith on receipt of notice that an infringement of any subsisting U.K. patent, copyright or registered design is alleged or claimed in relation to the Goods or any part thereof, the Customer shall notify Frame of such fact and shall give Frame all assistance that Frame may reasonably require to enable such allegation to be rebutted or such claim to be resisted.
12.2 Where such allegation or claim is based upon the fact that the Goods are used in combination with any goods or items of equipment not made or supplied by Frame or are used for a purpose for which they were not designed, or where any such allegation or claim results from the compliance byFrame with the Customer’s design, specificationsor instructions for the manufacture of such Goods, Frame will not be liable for any loss or damage suffered by the Customer as a result of such claim being successful and the Customer shall indemnify Frame against all such claims plus costs.
12.3 If any injunction is obtained against the use of the Goods by reason of the infringement of any U.K. patent, copyright or registered design, or if inFrame’s opinion the equipment is likely to become subject of a claim for infringement, then provided that the Customer is not in breach of this clause, Frame shall, at its option and expense either;
(a) procure for the Customer the right to continue to use the Goods or
(b) replace or modify the Goods so that they cease to infringe the relevant U.K. intellectual property rights or,
(c) remove the Goods and grant to the Customer a credit transfer not exceeding the current market value of the Goods.
12.4 This clause sets out the entire liability of Frame with respect to infringement of any intellectual property rights anywhere in the world by the Goods or any loss or damage including consequential loss or damage suffered by the Customer.
12.5 Where the Goods are manufactured by Frame to drawings and designs provided by the Customer, the Customer shall indemnify Frame against any claim or action and any costs arising there from which might be brought by any third party in respect of any infringement of patent and design rights.
12.6 The Customer agrees that it shall not at any time without obtaining the prior written consent of Frame alter or remove or cover up or deface any trademarks, trade names, logos, serial numbers which may be attached to or inscribed on any of the Goods nor apply to the Goods any other trademark or name nor before any resale of the Goods to make any alterations to their state, condition, get-up or packing except on like terms.
13. INSOLVENCY OF BUYER
If the Customer becomes insolvent or if the Customer ceases or threatens to cease its business then, without prejudice to any other right or remedy available to Frame, Frame shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to Frame, and if the Goods have been delivered but not paid for the price shall become immediately due and payable.
14.1 Frame will not be liable for any delay or failure in carrying out its obligations which is caused or partly caused by strikes or other labour disputes, fire, flood or other Acts of God, war accidents, Government action or any other cause beyond its control.
14.2 If any provision of this Agreement is found by any court or administration body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in force and effect. Frame and the Customer in such event agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the economic objectives of the unenforceable provision.
14.3 No time or indulgence granted by one party to the other shall be deemed to constitute a waiver of any rights.
14.4 For the avoidance of doubt nothing in this contract shall confer on any third party any benefit or the right to enforce any term of this agreement and the provisions of The Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
14.5 This contract shall in all respects be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.