General Terms & Conditions

TERMS AND CONDITIONS
1. INTERPRETATION
1.1 In these Conditions the following words have the following meanings:
“the Buyer” the person(s), firm or company who purchases the Product from the Company;
“the Company” Double 6 Limited;
“Contract” any contract between the Company and the Buyer for the sale and purchase of the Product,
incorporating these Conditions;
“the Product” any goods and/or services agreed in the Contract to be supplied to the Buyer by the Company
(including any part or parts of them).
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to
that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including
any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other
document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Product shall have
no effect unless expressly agreed in writing and signed by a director of the Company.
2.4 Each order for Product by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Product subject to these
Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the
Company or (if earlier) the Company delivers the Product to the Buyer.
2.6 The Buyer must ensure that the terms of its order are complete and accurate.
3. DESCRIPTION
3.1 The description of the Product shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the
Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Product described in
them. They will not form part of the Contract.
4. DELIVERY
4.1 Unless otherwise agreed in writing by the Company delivery and/or installation of the Product shall take place at the Buyer’s place of business.
4.2 Any dates specified by the Company for delivery of the Product are intended to be an estimate and time for delivery shall not be made of the
essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages,
charges or expenses caused directly or indirectly by any delay in the delivery of the Product (even if caused by the Company’s negligence), nor
will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer will not accept delivery of any of the Product when they are ready for delivery, or the Company is unable to deliver
the Product on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.5.1 risk in the Product will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
4.5.2 the Product will be deemed to have been delivered.
5. NON-DELIVERY
5.1 The Company shall not be liable for any non-delivery of Product (even if caused by the Company’s negligence) unless written notice is given to
the Company within 30 days of the date when the Product would in the ordinary course of events have been received.
5.2 Any liability of the Company for non-delivery of the Product shall be limited to, at the Company’s option, replacing the Product within a
reasonable time or issuing a credit note in respect of the portion of the applicable invoice raised for such Product which relates to such nondelivery.
6. RISK/TITLE/RIGHTS
6.1 The Product is at the risk of the Buyer from the time of delivery.
6.2 Subject to the payment of all monies due from time to time by the Buyer to the Company, the Company shall grant and grants a non-exclusive
non-transferable licence to the Buyer to use for the purpose of the Buyer’s business the Product strictly in accordance with the terms of the
Contract and the Buyer shall not be entitled to make any other use of the Product however the Buyer may make a reasonable number of copies
of the Product solely for back up purposes.
6.3 No title to copyright in, or ownership of, any part of the Product is hereby or will at any time be transferred to the Buyer.
6.4 The Buyer agrees to protect the property rights of the Company in the Product and shall not remove or amend any notices contained on or in
the Product and shall reproduce any such notices on and in any copies which the Buyer may make of the Product in accordance with condition
6.2 and the Buyer shall not allow any third party to copy, alter or remove the Product and the Buyer shall notify the Company of the happening
of any such event known to the Buyer.
6.5 The Contract and any licence of the Product shall terminate immediately if:
6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes
the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of
creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary
liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative
receiver appointed of its undertaking or any part thereof, or a resolution is passed or a 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; or
6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it or is
unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.5.3 the Buyer encumbers or in any way charges any of the Product; or
6.5.4 the Buyer breaches the terms of the Contract or any other contract between the Company and the Buyer and fails to remedy such
breach within 7 days following notification of such breach by the Company.
6.6 The Company shall be entitled to recover payment for the Product notwithstanding that ownership of any of the Product has not passed from
the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Product is or may
be stored or is being used in order to inspect it, or, where the Buyer’s right to possession has terminated, to recover the Product and any copies
thereof.
7. PRICE
7.1 Unless otherwise agreed by the Company in writing the price for the Product shall be the price set out in the Company’s invoice.
7.2 The price for the Product shall be exclusive of any value added tax and the Company reserves the right to reclaim travel and accommodation
expenses and any other expenses properly incurred by the Company all of which amounts the Buyer will pay in addition when it is due to pay for
the Product.
8. PAYMENT
8.1 Payment of the price for the Product is due 14 days from the date of the Company’s invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other
provision.
8.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement
or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum
from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily
basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest instead under the Late
Payment of Commercial Debts (Interest) Act 1998.
9. QUALITY
9.1 Where the Company is not the manufacturer of the Product, the Company will endeavour to transfer to the Buyer the benefit of any warranty or
guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 3 months from the date of
delivery, the Product will:
9.2.1 be of satisfactory quality within the meaning of the Sale of Goods (Amendment) Act 1994;
9.2.3 be reasonably fit for any particular purpose for which the Product is being bought if the Buyer had made known that purpose to the
Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of
the Company.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
9.3.1 the Buyer gives written notice of the defect to the Company within 14 days of the time when the Buyer discovers or ought to have
discovered the defect;
9.3.2 the Company is given a reasonable opportunity after receiving the notice to examine such Product; and
9.3.3 the Buyer has paid all amounts due to the Company under the Contract
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
9.4.1 the Buyer makes any further use of such Product after giving such notice; or
9.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the use or maintenance of the
Product; or
9.4.3 the Buyer is not using the latest and most up to date version of the Product which the Company may supply to the Buyer from time to
time;
9.4.4 the Buyer alters or repairs such Product without the written consent of the Company; or
9.4.5 such defect relates to any alterations or repairs of the Product made by the Buyer
9.5 Subject to conditions 9.3 and 9.4, if any of the Product does not conform with any of the warranties in condition 9.2 the Company shall at its
option modify or replace such Product (or the defective part) within a reasonable time or issue a credit note in respect of the portion of the
applicable invoice raised for such Product which relates to such non-conformity.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of
such Product.
10. LIMITATION OF LIABILITY
10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these Conditions; and
10.1.2 any representation, statement or tortious 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 the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or
fraudulent misrepresentation.
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4
10.4 Subject to conditions 10.2 and 10.3:
10.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising
in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Buyer under
the Contract; and
10.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of
business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with the Contract.
11. BUYER’S OBLIGATIONS
11.1 The Buyer shall obtain all necessary licences and authorisations for any third party computer programs or software supplied to it by the
Company which form part of or which are required in connection with the Product and any other third party licences and authorisations which it
requires for the use of the Product and the Buyer shall pay all fees which may be due in connection therewith and shall indemnify and keep the
Company fully indemnified against any losses which the Company incurs as a result of the Buyer’s failure to obtain such third party licences
and/or authorisations and pay such fees.
11.2 The Buyer is responsible for making available to the Company at the Buyer’s cost all computer hardware and other equipment, including,
without limitation cabling and telecommunications equipment which the Company may reasonably request to enable it to fulfil its obligations
under the Contract.
11.3 The Buyer agrees that it will at its own cost provide the Company with such information, documentation and assistance and will permit the
Company’s staff, sub-contractors and agents such access to its premises as the Company may require in order to fulfil its obligations under
the Contract.
11.4 The Buyer shall ensure that all its staff and sub-contractors who use the Product are competent and adequately trained in its use.
11.5 Unless otherwise agreed in writing, the Buyer agrees to carry out acceptance tests of the Product and notify the Company in writing of the
results of these tests within 14 days of delivery and installation of the Product. Failure to notify the Company will indicate acceptance of the
Product and the Company shall have no liability in respect of any faults which such tests ought to have revealed. The Buyer may only withhold
acceptance of the Product acting reasonably and in good faith and on the grounds that the Product does not comply with condition 9.2.
12. ASSIGNMENT
12.1 The Buyer shall not be entitled to assign, sub-licence, charge or otherwise dispose of or grant rights out of the Contract or any part of it
(including any of its rights and obligations under the Contract) without the prior written consent of the Company.
12.2 The Company may assign, sub-licence, charge or otherwise dispose of or grant rights out of the Contract or any part of it (including any of its
rights and obligations under the Contract) to any person, firm or company.
13. AUTHORITY
The Buyer appoints the Company to act on its behalf for all purposes specified in the quotation or otherwise agreed in writing between the Buyer and the
Company to enable the Company to fulfil its obligations under this Contact and the Buyer agrees to indemnify the Company against all costs, claims,
damages and expenses incurred by the Company which result from the Company acting on the Buyer’s behalf.
14. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract if it is prevented from or delayed in the carrying on of its business
due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national
emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s
workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
15. GENERAL
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the
Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal,
invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full
force and effect.
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its
rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will only be effective if made in
writing and will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
15.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties
submit to the exclusive jurisdiction of the English courts.
15.6 The parties agree that no part of the Contract is meant for the benefit of nor may be enforced by any third party under The Contracts (Rights of
Third Parties) Act 1999.
16. COMMUNICATIONS
16.1 All communications between the parties about the Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent
by facsimile transmission:
16.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the
Company; or
16.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to
any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the
Company by the Buyer.
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of
the day of posting);
16.2.2 if delivered by hand, on the day of delivery;
16.2.3 if sent by facsimile transmission on a working day prior to 4.00 p.m., at the time of transmission and otherwise on the next working
day.
16.3 Communications addressed to the Company shall be marked for the attention of a director of the Company.