ZETA-TEC CONDITIONS OF SALE

1. Definition

In the terms and conditions of sale set out in this document ("Conditions"), the "Company" means Zeta-tec, "Customer" means the person who buys or agrees to buy Goods from the Company, "Goods" means any goods including software which the Customer agrees to buy from the Company and "Price" means the price for the Goods excluding carriage, packing, insurance and VAT. In the event of any conflict between these Conditions and the shrink wrap licence supplied with the software as they relate solely to the software, the terms of the shrink wrap licence shall prevail.

2. Quotations contracts and variations

All orders or requests for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
These Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions (save for any licence of the software) including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
Acceptance of any delivery or performance by or on behalf of the Customer shall in any event be conclusive evidence of the Customer’s acceptance of these Conditions.

3. Prices

The Price shall be the Company ’s quoted price. The Price may be increased to fairly reflect the cost to the Company for any delay in the supply by or on behalf of the Customer of any instructions, data or materials (including "free issue" items) or any inaccuracy, insufficiency or defect in them.

4. Payment

All amounts due to the Company, unless otherwise agreed in writing, shall be payable in pounds sterling within 30 days of the date of the Company’s invoice, without any discount, set-off or other deduction whatsoever.
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% above Lloyds TSB Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
The Customer shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the Customer and any Goods in which title has been retained by the company. Such costs shall be due for payment immediately receipt of an invoice.

5. Delivery, risk and performance

Unless otherwise agreed in writing by the Company Goods shall be delivered and risk in them shall pass to the Customer when they are dispatched from the Company ’s premises.
The Customer shall be responsible for all delivery arrangements but the Company will arrange this for the Customer at the Customers cost if requested.
The Company will endeavour to comply with any date proposed or confirmed by it and to advise of any adjustment but shall not be liable for any loss, damage or expense arising from any delay or failure in delivery or performance from any cause whatsoever nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance or repudiate the contract.
The Company may determine the form of packing and transport of any Goods the price of which includes packing and carriage and charge extra for any special arrangements requested by the Customer.

6. Title

Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts for any other goods or services owed to it by the Customer on any account.
Until the title passes the Customer shall hold the Goods as bailee for the Company and ensure that they are at all times clearly identified as the property of the Company.
The Company shall be entitled at any time on demand to repossess, remove from other equipment (without being liable for any damage thereby occasioned) and sell all or any of the Goods and thereby terminate (without any liability to the Customer) the Customer’s right to use or sell them, and enter any premises where the Goods are located for the purpose of inspecting or repossessing them.
The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although title in them has not passed to the Customer.
The Company transfers to the Customer only such title and rights of use as the Company has in any Goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Company.

7. Warranty

The Company will subject to these Conditions within a reasonable period at its option make good free of charge by replacement at the original point of delivery or repair or give credit for the invoice value of any Goods or workmanship or (to the extent only the Company is responsible therefore) design which appears during a warranty period of 12 months from the date of despatch by the Company (normal wear and tear excepted) provided the Customer has given the Company written notification of the defect immediately upon the occurrence of such failure and in any event within the said warranty period.
The Company shall have no liability for any Goods which have been installed, used, maintained, served, adjusted or stored otherwise than by the Company or in accordance with its recommendations (or the recommendations of any supplier of any item with which the Goods are used) or have suffered any excessive wear, overloading, misuse, neglect or accident or may have been subjected to operating temperatures outside the range for which the Goods are designed any accessories or proprietary parts or fittings and if any item which is not of the Company’s manufacture is alleged to be defective, the Company’s liability shall be limited to assigning to the Customer (so far as it is able to do so) any warranty given by the manufacturer of that item any Goods which have been repaired modified or interfered with in any way or in or with regard to which any part not of the Company’s manufacturer or supply has been used without the Company’s prior written approval or the Customer has failed to carry out any modification or improvement recommended by the Company or any defect has occurred in any design provided or approved by or on behalf of the Customer any Goods whose serial number or other identification mark or plate has been removed, defaced or tampered with the costs (including travel) of the Company’s representatives involved in carrying out repairs on site and all such costs shall be borne by the Customer, any defect in any replacement Goods which appears after the warranty period applicable to the original goods has expired.
Except as expressly provided in this paragraph 7 the Company accept/s no liability, express or implied, for any life or wear of any Goods or their merchantability or suitability for any particular purpose or use under specific conditions whether or not known to the Company.

8. Claims

The Company shall have no liability in respect of any claim by the Customer unless the Customer has afforded the Company reasonable opportunity and facilities for the investigation of any claim and the making good of any discrepancy or defect and complied with any request by the Company for a written report of any alleged defect and any photographic or other evidence or maintenance or operating records and, if the Company so requests, the return, securely packed, of any Goods (including the packing) for examination or rectification by the Company, the cost of transportation to be borne by the Customer but credited by the Company if the claim is accepted and the Customer has paid the full amount of all invoices due prior to the date of the claim.
Where a claim is accepted, any replaced items shall belong to the Company and may be disposed of only in accordance with the Company’s instructions.

9. Extent of liability

Except to the extent stated in these conditions or otherwise agreed in writing by it, the Company shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with the contract other than for death or personal injury resulting from its negligence.
The Company shall have no liability for any indirect or consequential loss or damage suffered by the customer under or in connection with the contract, including but not limited to wasted time or expenditure, loss of profits, production, business revenue expected savings or goodwill or any claim against the Customer by any person and the Customer shall be solely responsible for any such claim.
The Company shall be discharged of all liability to which these Conditions apply unless proceedings are begun with six (6) months after the Customer became aware (or should reasonably have become aware) of the facts giving rise to such liability.
Any claim by the Customer or acceptance of liability by the Company in respect of any particular Goods shall not entitle the Customer to reject or refuse to pay for any other Goods comprised in the same or any other Contract.

10. Indulgence or Waiver

The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver by the Company in respect of any breach shall operate as a waiver in respect of the same or any subsequent breach.

11. Force majeure

The Company shall not be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control including without limitation any labour disputes with its employees.

12. General

Any specifications, drawings, particulars of weights and dimensions and other technical information contained in the Company’s quotations, catalogues, price lists, advertisements or elsewhere are approximate only and intended merely to present a general idea of the Goods and (unless otherwise agreed in writing by the Company are not to form part of any contract.
The Company reserves the right to discontinue the sale of particular products or alter their designs and specifications without notice and to deliver Goods conforming to the altered design or specification in fulfilment of any contract. No contract shall constitute a sale by sample notwithstanding that any products may have been exhibited to or inspected by the Customer.
Any performance figures given by the Company are based upon experience, trails or testing but unless expressly agreed in writing by the Company no liability is accepted if such performance figures are not achieved.
All drawings, designs or other data (whether or not patentable or patented) and all rights therein (including copyright and design rights) and all materials, tools, patterns, or other items prepared or made available by the Company for the contract shall, unless otherwise agreed by the Company, be and remain the Company’s property and the Customer shall not copy or reproduce the same in whole or in part in any form or allow others to do so.
The Customer shall treat the contract and all information which it acquires thereunder as confidential.

13. Law, jurisdiction and construction

The contract shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts in all matters relating to the Contract except to the extent the Company involves the jurisdiction of the courts of any other country.

14. WEEE Regulations.

The Company is a member of an 'Approved Producer Compliance Scheme' arranged by Northern Compliance number WEE/UP3438PR/SCH. When the Comapany's products becomes WEEE (at end of life) they should be returned to the Company for environmentally sound disposal via the Company's Producer Compliance Scheme.