Rascular Technology Limited (“Rascular”) Terms and Conditions for the Sale of Products and Services
These Terms and Conditions shall apply to the purchase of the products and services detailed in the attached Quotation by you (“Buyer”) from Rascular Technology Limited a company registered in England and Wales under number 4318718 whose registered office is: C/O DRE & CO, Number 5 The Business Quarter, Ludlow, Shropshire, SY8 1FD, United Kingdom (“Seller”). No other terms and conditions shall apply to the sale of the products and services unless agreed upon in writing between the Buyer and Seller.
2.1 A “Business Day” means any day other than a Saturday, Sunday or United Kingdom bank holiday.
2.2 “Products” means computer software and associated equipment that may be supplied by the Seller.
2.3 “Services” means any service supplied by the Seller.
2.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.5 Words imparting the singular number shall include the plural and vice-versa.
3.1 The description of the Products are as set out in the Seller’s product literature available from the Seller’s website and confirmed in this quotation. In accepting this quotation the Buyer acknowledges that it does not rely on any other representations regarding the Products save for those made in writing by the Seller. No descriptions of the Goods set out in the Seller’s product literature shall be binding on the Seller and are intended as a guide only.
3.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform to any applicable safety or other statutory or regulatory requirements.
4.1 The price (“Price”) of the Products shall be that set out in the Seller’s price list current at the date of the Buyer’s order or such other price as may be agreed in writing between the Seller and the Buyer. The Price shall be confirmed in this quotation.
4.2 If the cost of the Products to the Seller increases due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, the Seller reserves the right to increase the Price prior to delivery.
4.3 Any increase in the Price under sub-Clause 4.2 shall only take place upon the Seller informing the Buyer of the increase in writing.
4.4 The Buyer may be entitled to discounts subject to and in accordance with any details set out in the Seller’s quotation current at the date of the Buyer’s order or as may be agreed in writing by the Seller and the Buyer. The Buyer shall not necessarily be entitled to a discount. Any and all discounts shall be at the discretion of the Seller.
4.5 The Price is exclusive of fees for transportation / delivery.
4.6 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5. Quotation and Basis of Sale
5.1 Details of the Products in sub-Clause 3.1 are subject to alteration without notice and do not constitute contractual offers to sell the Products which are capable of acceptance.
5.2 The Seller is not obliged to accept an order from the Buyer if the Buyer does not supply references which are requested by, and satisfactory to, the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give written notice to the Buyer that no further credit will be allowed to the buyer in which case no further Products or Services will be delivered to the Buyer other than against cash payment.
5.3 Having issued this quotation which is a contractual offer to sell the Products, the Seller agrees to enter into a contract for the sale of Products upon the Buyer’s written acceptance of this quotation and of these Terms and Conditions by way of placing a written purchase order with the Seller.
5.4 This quotation (including any non-standard price negotiated in accordance with sub-Clause 4.1) is valid for a period of 30 days only from the date shown overleaf unless expressly withdrawn by the Seller at an earlier time.
5.5 In respect of Product where the proprietary rights are vested in the Seller only a non-exclusive, non-transferable licence for the purpose for which the Product is being made available to the Buyer is deemed to be granted by the Seller and only then on condition that the Buyer fulfils all of their relevant obligations under these Terms and Conditions.
5.6 All Intellectual Property Rights in the Products supplied by the Seller will remain the property of the Seller and the Buyer agrees to be bound by the End User Licence Agreement (EULA) supplied with the Products.
6.1 Following the Buyer’s acceptance of this quotation, the Seller shall invoice the Buyer for the Price either:
(a) on or at any time after delivery of the Products and or Services; or
(b) where the Products are to be collected by the Buyer or where the Buyer wrongfully fails to take delivery of the Products, at any time after the Seller has notified the Buyer that the Products are ready for collection or the Seller has tendered delivery of the Products.
6.2 The Buyer shall pay the Price within 30 days of the date of the Seller’s invoice or otherwise in accordance with any credit terms agreed between the Seller and the Buyer.
6.3 Payment must be made by the Buyer notwithstanding that delivery may not have taken place and / or that the title in the Products has not passed to the Buyer.
6.4 If the Buyer fails to make payment within the period in sub-Clause 6.2, the Seller may at the Seller’s discretion suspend any further deliveries to the Buyer, cancel any pending orders from the Buyer and charge the Buyer interest at the rate of 3% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.
6.5 Time for payment shall be of the essence of the Contract between the Seller and the Buyer.
6.6 All payments must be made in GBP unless otherwise agreed in writing between the Seller and the Buyer.
7.1 The Seller shall arrange for the delivery of the Products and or Services on or as near as reasonably possible to the delivery date detailed in the Buyer’s purchase order to the address specified in the Buyer’s order or to another location as agreed in writing between the Seller and the Buyer.
7.2 If no delivery address is specified by the Buyer or if it is so agreed between the Seller and the Buyer, the Buyer shall collect the Products from the Seller’s premises at any time after the Seller has notified the Buyer that the Products are ready for collection.
7.3 Subject to the specific terms of any special delivery service, delivery may take place at any time of the day and must be accepted at any time of the day.
7.4 If the Buyer fails to take delivery of the Products the Seller may, at its discretion and without prejudice to any other rights:
(a) store or arrange for the storage of the Products and shall charge the Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
(b) make arrangements for the redelivery of the Products and shall charge the Buyer for the costs of such redelivery.
7.5 If redelivery is not possible under sub-Clause 7.4(b), the Buyer shall be required to collect the Products from the Seller’s premises and shall be notified of the same. The Seller reserves the right to charge the Buyer for all associated costs including, but not limited to, storage and insurance.
7.6 If the Seller fails to deliver the Products on the delivery date other than for reasons beyond its control, the Buyer may give written notice to the Seller within 7 days after the delivery date requiring the Seller to deliver the Products within 7 days of that notice.
8. Inspection of Products
8.1 The Buyer shall be under a duty to inspect the Products on delivery or collection.
8.2 If the Products cannot be examined, the carriers note or such other note as appropriate must be marked “not examined”.
8.3 If the Buyer identifies any damage or shortages it must inform the Seller in writing within 5 Business days of delivery, providing details of the alleged damage or shortage. The Seller shall be under no liability if the Buyer fails to provide such notice.
8.4 The Seller must be permitted to inspect the affected Products before the Buyer uses, alters or modifies them in any way.
8.5 Subject to the Buyer’s compliance with this Clause 8 and the Seller’s agreement with any alleged damage or shortages, the Seller shall make good any and all damage and shortages within a reasonable time.
8.6 The Seller shall be under no liability for and shall not indemnify the Buyer against any matters arising from damage or shortages.
9.1 Products may not be returned without the prior written agreement of the Seller.
9.2 The Seller shall only accept returned Products if it is satisfied that those Products are defective and that such defects were apparent on inspection.
9.3 The Seller shall not be liable for defects arising out of normal wear and tear, the Buyer’s failure to follow any instructions given by the Seller, misuse or alteration of the Products, negligence, wilful damage or any other act of the Buyer, its employees, agents or any other third party.
10. Risk and Title
10.1 Risk of damage to or loss of the Products shall pass to the Buyer either when the Products are delivered to the Buyer or when the Seller notifies the Buyer that the Products are ready for collection.
10.2 If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Products.
10.3 Legal and beneficial title in the Products shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price.
10.4 The Seller reserves the right to repossess any Products in which the Seller retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Buyer shall deliver the Products in which legal and beneficial title has not passed to the Seller at its own cost.
10.5 The Buyer’s right to possession of the Products in which the Seller retains legal and beneficial title shall terminate if:
(a) the Buyer commits a material breach of its obligations under these Terms and Conditions;
(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
(c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11. Rights, Warranties and Liability
11.1 In respect of Products which is directly produced by the Seller or Services provided directly by the Seller, the only warranty given by the Seller to the Buyer is that the Seller shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects notified in writing to the Seller by the Buyer and agreed as a defect by the Seller which develops during a period of 90 days after delivery of the Product or performance of the Services.
11.2 The Seller does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary.
11.3 The undertaking given in this clause shall not apply if the Products are altered by any party other than the Seller or is operated or run on any platform or in any environment inappropriate for the Products.
11.4 The Seller shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.
11.5 The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of the Seller:
(a) for death or personal injury caused by the Seller’s negligence;
(b) for any matter for which it would be illegal for the Seller to exclude or limit its liability; and
(c) for fraud or fraudulent misrepresentation.
12.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
12.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
12.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
14. No Waiver
No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
16. Law and Jurisdiction
16.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.