Standard Terms and Conditions of Sale

In these conditions “Verity Systems” is Verity Systems Limited, having its registered office at Verity House, 2, Eastern Road, Aldershot, Hampshire, GU12 4TD, UK. And the “Purchaser” is an individual or company with whom Verity Systems contracts.

Disclaimer

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All orders are accepted by Verity Systems subject to Conditions of Sale set out below

1. GENERAL
These conditions shall prevail over any terms or conditions which the Purchaser may seek or have sought to impose. Any conditions in the Purchaser’s Order will be binding only so far as they are compatible with these Terms and Conditions and are expressly accepted by a Director of Verity Systems in writing.

2. ERRORS
Clerical errors may be corrected by Verity Systems at any time.

3. PRICES
The prices quoted are Ex Works and exclude Value Added Tax. Any published list price shall be subject to revision without notice according to Verity Systems prices ruling at the time of delivery.

4. SETTLEMENT TERMS
Punctual payment is the essence of the Contract and the Purchaser will pay interest at the rate of 2% per month or part thereof of any overdue payments. Provided that the Purchaser has produced references which are in Verity Systems’ opinion are satisfactory Settlement Terms will be net 30 days from delivery. In all other cases payment shall be in advance upon submission by Verity Systems of a pro forma invoice

5. DELIVERY
All times quoted for delivery are from receipt from the purchaser of a written order to proceed. Unless otherwise agreed in writing any quoted delivery date shall only be an estimate thereof and shall not be essence of the Contract. Whilst all reasonable endeavours will be made to comply with estimated delivery dates Verity Systems does not accept any liability in respect of failure or delay in delivery. Where a Purchaser’s Order calls for a number of items Verity Systems reserves the right to deliver all or any as soon as they are available at Verity Systems’ premises and the Purchaser shall honour all statements presented in respect of such deliveries in accordance with the Settlement Terms. Notification to the Purchaser by Verity Systems that the goods are available for delivery to an independent carrier or to the Purchaser or his agent shall constitute delivery to the Purchaser. In all cases the carrier acts as Agent of the Purchaser.

6. EXPORT CONTROL
If the goods or components thereof are licensed by the US Government for ultimate destination within the United Kingdom and any other EEC Country then the goods may not be re-exported without the approval of Verity Systems in writing.

7. INSPECTION AND ACCEPTANCE
THE PURCHASER MUST INSPECT THE PRODUCTS as soon as is reasonably practicable after delivery and shall within 3 working days of delivery give notice to Verity Systems in detail of any defect in the Products or of any other complaint which the Purchaser may have in relation to the Products. Upon acceptance of the goods the Purchaser shall be deemed to acknowledge that the goods so accepted conform in all respects with the specification of the goods ordered. If the Purchaser desires to inspect the goods prior to delivery such inspection must be made at Verity Systems’ premises and notification of this requirement must be given in writing at the time of placing the order. If upon inspection the goods are approved by or on behalf of the Purchaser such approval shall constitute acceptance of the goods If no such inspection is made the Purchaser shall be deemed to have accepted the goods when they are delivered to him or his agent or carrier unless the Purchaser gives written notice to the contrary to Verity Systems within three working days of delivery. If the Purchaser fails to give such notice, the Products shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination and the Purchaser shall be deemed to have accepted the Products accordingly. The Purchaser acknowledges that Verity Systems does not write software comprised in Products sold by it and, accordingly, the Purchaser acknowledges that it is its sole responsibility to check (by the application of appropriate diagnostic software) for the presence of computer viruses in software comprised in Products before such Products are used or disposed of. In the event that the Purchaser establishes to Verity Systems’ reasonable satisfaction that the Products are not in accordance with the contract or are so defective, the Purchaser’s sole remedy in respect of such non-accordance or defects shall be limited as Verity Systems may elect to the replacement of the Products or refund of the purchase price or, where sums are owed by the Purchaser to Verity Systems, the issue of a credit note against the return of the Products.

THE PURCHASER MUST REFUSE PARCELS DELIVERED TO HIM IN A DAMAGED CONDITION.

In no circumstances shall Verity Systems be liable to compensate the Purchaser in damages or otherwise for non-delivery or late delivery of the Products or for any loss consequential or otherwise arising from non-delivery or late delivery.

8. CANCELLATION OF ORDER
If at any time the Purchaser cancels an order for goods or services which Verity Systems specifies to be “non-standard”, i.e. not detailed on the current price list, Verity Systems shall be entitled to claim as damages an amount equal to 75% of the value of the order. For standard goods or services damages would equate to 50% of the value of the order. These amounts the Purchaser agrees represents a genuine pre-estimate of Verity Systems’ loss. Upon the cancellation of any order, Verity Systems shall have the right to realise at its discretion after 60 days all monies, securities or goods pledged with or held by it on behalf of the Purchaser and to apply the proceeds in or towards the satisfaction of such claim for damages and the Purchaser shall have no claim whatsoever against Verity Systems in connection therewith.

9. PASSING OF PROPERTY AND RISK
The goods shall remain the sole and absolute property of Verity Systems as legal and equitable owner until such times as the Purchaser shall have paid to Verity Systems the agreed price. From delivery of the goods the Purchaser acknowledges that he is in possession of the goods solely as bailee for Verity Systems as shall as bailee insure and keep the same insured in the name of Verity Systems in their full reinstatement value in some reputable insurance office and indemnify Verity Systems for any uninsured loss thereof. For the purpose of recovering the goods Verity Systems may enter any premises where the goods are stored or where they are reasonably thought to be stored and may repossess the same. Until such time as the purchaser becomes the owner of the goods he will store them on his premises in a manner which makes them readily identifiable as the goods of Verity Systems. The Purchaser is licensed by Verity Systems to agree to sell Verity Systems’ goods subject to the express conditions that the entire proceeds thereof are held in trust for Verity Systems and are not mingled with other monies or paid into any overdrawn Bank Account and shall be at all times identifiable as Verity Systems monies. The Purchaser is licensed to use the goods in the manufacture of other goods provided that if the goods being the property of Verity Systems are mixed with goods being the property of the Purchaser or are processed with or incorporated therein the product shall be deemed to be the sole and exclusive property of Verity Systems.

If the goods being the property of Verity Systems are mixed with goods being the property of any person other than the Purchaser or incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other person in proportion to the value of the constituent parts therein. The Purchaser is licensed by Verity Systems to agree to sell on the said product subject to the express condition hereinbefore mentioned in relation to the proceeds of sale thereof.

10. SPECIFICATION
All drawings, specifications and particulars of the goods submitted are approximate only. The descriptions and illustrations contained in catalogues, price lists and other advertising of Verity Systems are intended merely to present a general idea of the goods described therein and shall not form part of the Contract. Whilst every effort is made to ensure that the latest specification is available Verity Systems reserves the right to incorporate new features and to supply products which may not be strictly in accordance with the specification agreed upon, provided that any changes in specification shall not materially prejudice the performance of the goods.

11. FORCE MAJEURE
Verity Systems shall not be liable for failure to perform or delay in performance of any contract or for the loss or damage to goods directly or indirectly caused by force majeure to include acts of God, fire, theft, riot, war, embargo, strike, shortage of labour, delays in delivery of material by suppliers, prohibition or export or import, confiscation or any other occurrence (whether or not of a similar nature to those specified) beyond the control of Verity Systems. No consequences of any such event shall give rise to the recession of the Contract unless in the opinion of Verity Systems the contract becomes incapable of performance.

12. WARRANTY
a) Verity Systems warrants that the goods will be of good quality and that Verity Systems has title to sell the same. Verity Systems’ warranty of workmanship (if provided) shall be effective from the date on which the goods were accepted in accordance with Clause 8 and limited to 12 months from despatch or such period as may be notified (“the warranty period”). During the warranty period Verity Systems will replace, free of charge, any part or parts of the goods which fail to function as a result of faults caused during their manufacture providing always that such faulty goods are returned carriage paid to Verity Systems’ premises. The goods when repaired by Verity Systems will then be returned carriage paid to the Purchaser. Verity Systems shall not be liable under this warranty:
i) where the defect results from the goods being subjected to abnormal usage or where the defect is due to the act, neglect or default of anyone other than Verity Systems
ii) for the replacement or repair of the goods or part or parts thereof where such replacement, or repair becomes impossible as a result of force majeure or any other circumstances beyond Verity Systems’ control
iii) where the goods or any components or parts thereof are the subject of a separate guarantee given by a third party.
b) The Purchaser acknowledges that if he has not notified to Verity Systems any particular purpose for which the goods are required all express or implied warranties or conditions statutory or otherwise as to quality of or fitness for any particular purpose of the goods are hereby expressly excluded and Verity Systems shall not (except as set out above) be under any liability whatsoever in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects from any cause whatsoever.

13. LEGAL CONSTRUCTION
Except where otherwise stipulated in writing the relations, arrangements and agreements between the parties shall be governed by the laws of England and all disputes which may arise under out of or in connection with any contract between Verity Systems and the Purchaser shall be submitted to arbitration by the London Court of Arbitration in accordance with its Rules for the time being in force. Service of any notices in the course of such arbitration to the address of the Purchaser given in the Contract shall be valid and sufficient. All references in the Terms and Conditions to the masculine gender shall be deemed to include the feminine and neuter genders. Failure or neglect by Verity Systems to enforce at any time any of the provisions hereof shall not be construed a waiver of Verity Systems’ rights nor in any way affect the validity of the whole or part of this contract nor prejudice Verity Systems’ rights to take subsequent action. The headings of the Terms and Conditions are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Contract. In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable it shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

14. STERLING PROTECTION
Any quoted or listed sterling prices are subject to variation in the rate of exchange between sterling and the currency paid by Verity Systems for whole or major components between the date of the contract and the time of the submission of Verity Systems’ invoice to the Purchaser. Verity Systems reserves the right to vary the price so that it accords with the said rate of exchange prevailing at the time of Verity Systems’ invoice.

15. DEFAULT
If the Purchaser shall default in the performance of any of its obligations under the Contract Verity Systems shall on giving the Purchaser notice in writing have the right without prejudice to any other rights or remedies to take all or any of the following actions:
a) cancel all or any part of any discount which might otherwise have been due under the terms of the Contract;
b) suspend any outstanding delivery of goods or parts thereof until such default shall have been made good;
c) recover possession of that part of the goods to which the default relates and the Purchaser shall allow Verity Systems free access to his premises to enable Verity Systems to do so.
No waiver or delay in exercise by Verity Systems of its right under this clause shall be deemed to imply acceptance of the default or any subsequent default. If the Purchaser shall become bankrupt, go into liquidation, have a Receiving Order made against him, or carry on his business under a Receiver Verity Systems shall have the liberty without prejudice to any further remedies under the Contract to terminate the Contract forthwith by notice in writing to the Purchaser or Liquidator and recover possession of all equipment for which full payment of the contract price has not been received in c. above.