1. GENERAL

(a) In these terms and conditions the following expressions shall have the following meanings:

(i) "The Customer" shall mean the person by whom an order is placed with the company and

(ii) "The Company" shall mean SportSoft (U.K.) Limited with which the Customer shall contract under these terms and conditions.

(iii) "The Goods" shall mean the goods (including any instalment of the goods or any part of them) which the Company is to supply to the Customer.

These terms and conditions constitute the entire contract between the Company and the Customer.

This contract is made on the basis (which the Customer represents and confirms to be correct and waives any claim for breach thereof) that

(i) no representation has been made by the Company as to the Goods (including the availability description quality or fitness for any particular purpose of the Goods) and that the Customer in entering into this contract is not relying upon any such representation and that

(ii) the Goods are being bought by the Customer in the ordinary course of its business. Unless previously withdrawn any tender by the Company is open for acceptance within the period stated or where no period is stated within 30 days of the date of the tender. In so far as this contract shall relate to the rental of any equipment there shall be incorporated into this contract the terms of the current standard form of rental agreement which shall take priority over these terms where there is a conflict.

 

2. PRICES

(a) The Company reserves the right to vary the price quoted for the Goods to conform with the Company's prices for such Goods ruling or determined by the Company at the date of despatch or to take account of increases in wages salaries costs of materials or other expenses between the date of the order and date of delivery. Unless specified otherwise prices are for delivery ex-works of the company and are subject to the Company's right to increase the price to take into account any additional delivery charges, insurance costs or packaging charges required.

(b) the installation, programming (including the alteration of any software) setting-up carriage packing and maintenance of the Goods are charged as extras at current list price unless these charges are specified.

(c) All prices are subject to VAT at the prevailing rate.

 

3. DELIVERY

Any periods or times quoted for delivery of the Goods are to be regarded as estimates and whilst the Company will do its best to keep to such periods and time no guarantee is given and the Company accepts no responsibility for loss or damage resulting from delay in delivery of the Goods or completion of work. Delay due to circumstances outside the control of the Company shall not entitle the Customer to cancel any order or to refuse to accept delivery. The Goods may be delivered in advance of the quoted delivery date.
 

4. PAYMENT AND TITLE

(a) Payment for the Goods shall be due on delivery unless specified otherwise.

(b) i) The property in the Goods shall, not withstanding delivery of all or any part to the Customer, remain in the Company until the Goods have been paid for in full in accordance with the terms of this contract and until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent.

(ii) If prior to payment for the Goods in full the Customer shall dispose or deal with all or any part thereof (whether or not the same remain in their original form or have been processed and/or incorporated into other goods) inconsistently with the Company's ownership thereof, then the Company shall be entitled as absolute assignees to recover or to have the price of any benefit receivable or received by the Customer in respect of such Goods (or the Goods into which such Goods have been processed and/or incorporated) and shall account for the Customer only for any excess thereby obtained or realised over and above the price due to them from the Customer.

(iii) If the Customer shall not make full payment on the due date the Company shall be entitled, in addition to all other rights, to enter upon any land or premises where the Goods may for the time being be and recover possession of them.

(iv) Not withstanding the foregoing, the risk (but for the avoidance of doubt, not the property therein) in respect of the Goods shall pass to the Customer as and when the same are delivered to the Customer. The Customer shall then be responsible for the insurance of the Goods.

(v) If the Customer has agreed to pay for the Goods over an extended period as a short term loan and any monthly payment fall overdue then the total amount will become due and will be subject to interest as stated in Section 5.

 

5. INTEREST ON OVERDUE ACCOUNTS

Interest at 4 percent per annum above Finance House Base Rate from time to time will be charged on all accounts which are overdue for payment. Where a solicitor has to be instructed to recover payment, all proper solicitor and client charges are payable by the Customer in addition to the costs of any Court proceedings.

 

6. FORCE MAJEURE

Should the Company be delayed in making a delivery owing to any clause whatsoever beyond the Company's control the Company shall be at liberty to cancel or suspend without incurring any liability for any loss or damage resulting therefrom.

 

7. SPECIFICATIONS, DRAWINGS, ETC.

All descriptions, dimensions, particulars of performance, specifications and statements by the Company are approximate and intended only to present a general description and the Company accepts no liability for any error or omission therein. Drawings remain the property of the Company and must not be wholly or partially used or copied without the written permission of the Company.

 

8. SERVICE PROVIDERS

Where the Goods are to be used in conjunction with the lines or apparatus provided by British Telecom, Mercury or any other "service provider" the Customer shall acknowledge that the service provider shall have the right to require modifications to be carried out to the Goods and any such modifications carried out by the Company shall be at the Customers expense. In no event will the Company be liable for damage or loss to equipment or personnel provided by a "service provider", however caused.

 

9. DEFAULT OR INSOLVENCY OF THE CUSTOMERS

If the Customer shall fail to take delivery of the Goods or any part thereof when required or make a breach of any of its obligations under this contract or if any distress or execution or other legal process shall be levied upon any of the Customers property goods or assets or if the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or being a limited company the Customer shall go into liquidation or suffer the appointment of a Receiver over its undertaking property or assets or any part thereof the Company shall at any time thereafter be entitled to determine this contract and without prejudice to its other rights hereunder recover from the Customer any loss on sale of Goods or works comprised in the contract. Without prejudice to the foregoing the Company may in the event of default on the part of the Customer in paying any sum due under this or any other contract or order suspend delivery of Goods or work until such default has been made good.

 

10. THIRD PARTY GUARANTEES

(a) In relation to the Goods (but excluding Software of any kind) the only warranty that the Company gives the Customer under these Terms and Conditions is that it will use reasonable endeavours to procure that manufacturers suppliers and other service providers will meet the terms of any guarantees given by them.

(b) The Company shall not be liable for:

(i) adverse effects relating from the application to the Goods of any process operation or treatment unless specifically recommended by the Company in writing and the Company has agreed in writing to be so liable;

(ii) Any Goods which have been processed in any way by the Customer or damaged after the risk in the Goods has been passed to the Customer,

(iii) Loss of profit or consequential loss of any kind to the Customer however caused.

 

11. PATENT RIGHTS

The Company's responsibility shall be limited to using reasonable endeavours to procure that suppliers and manufacturers will indemnify the Customer against any claim made upon the Customer for infringement of United Kingdom and/or United States letters patent and infringement arising out of the use of the Goods by the Customer provided always that this indemnity shall not apply to:-

(a) any infringement which arises by virtue of an association or combination of the Goods with any other Goods or products not supplied by the Company;

(b) the supply to the Customer by the Company of any Goods manufactured or designed (whether in whole or in part) to the specification of the Customer;

It is a condition of any indemnity by a supplier or manufacturer that immediate notice be given to the Company of any infringement or suspected infringement of letter patent and that the Customer shall render all necessary assistance to the Company in the conduct of such and which claim shall be under the sole direction and control of the Company.

 

12. TRADE MARKS

The Customer accepts an obligation to the Company that none of the trade marks applicable to the Goods shall be used in any manner not approved by the appropriate registered proprietor.

 

13. LICENSE TO USE SOFTWARE

(a) Proprietary Software products supplied by the Company acting as distributors dealers or agents are subject to the proprietors licence or conditions being complied with and the completion and return as directed or any licence or agreement required by the proprietor.

(b) Software products supplied and owned by the Company are subject to the terms of the Company's Standard Software Usage and Support licence Agreement which terms shall be incorporated into this contract which shall take priority over these terms where there is a conflict. A copy of such Standard Software Usage and Support licence Agreement is available free on request.

 

14. INTERPRETATION

All orders accepted by the Company and any dispute or litigation arising therefrom shall be governed by English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.