1. Definitions
1.1 'Supplier' means Taribo Limited and any associated or subsidiary companies, agents and assigns.
1.2 'Customer' means the other party to this agreement.
1.3 'Products' means the good or services to be provided by Taribo Limited to the customer.
1.4 'third party' software means all software owned or licensed to the customer from a third party owner and which comprises part of the products.
1.5 'order' means acceptance of suppliers quotation either verbally quoting purchase order number and/or in written communication by the customer
1.6 'writing' includes email, facsimile transmission and comparable means of communication.

 

2. General
2.1 This agreement made in respect of products between the supplier and customer shall not exist until the customer order has been accepted by the
supplier in accordance with the terms and conditions herein.
2.2 The terms and conditions herein shall not be deemed to have been altered, modified, or varied unless expressly agreed in writing by a director of the supplier.

 

3. Payment terms
3.1 The suppliers normal terms are on proforma invoice prior to delivery. Where the supplier agreed to credit terms of the customer, the supplier shall invoice the customer for the price of the products.
3.2 Where the supplier agrees to credit terms for the customer, and save where otherwise agreed, payment is due to the supplier by the customer within 30 days of the suppliers invoice.
3.3 In the event of late payment the supplier reserves the right to charge interest on overdue amounts at the rate of 8% above the Bank of England base rate.

 

4. Prices
4.1 The price of products shall be the suppliers quoted prices ad all prices are subject to fluctuations. All prices quoted are valid for 30 days or until earlier acceptance by the customer after which time they may be alerted by the supplier with out notice to the customer.
4.2 The supplier reserves the right to increase the price of products to reflect any increase in the suppliers costs in respect of transport or changes in exchange rates between the date of order and date of dispatch.
4.3 Unless otherwise stated, all prices given by the supplier are exclusive of tax (including VAT) insurance, freight and delivery costs.
4.4 The suppliers costs (including storage charges, if any) due to the customers default or negligence or lack of instructions shall be paid by the customer in addition to the contract price.

 

5. Order and specification
5.1 No order submitted by the customer shall be deemed to be accepted by the supplier unless and until confirmed by the supplier
5.2 The customer shall be responsible to the supplier for giving the supplier any necessary information relating to the products within a sufficient time to enable the supplier to perform the contract in accordance with its terms.
5.3 The quantity and description of any specification of the products shall be those given by the supplier either in writing or verbally
5.4 No order may be cancelled by the customer except with the agreement in writing of the suppler and on terms that the customer shall indemnify the
supplier in full against all loss (including loss of profit) costs, (including the cost of all labour and materials used), damages, charges and expenses
incurred by the supplier as a result of the cancellation.
5.5 If the products are to be manufactured or any process to be applied to the products by the supplier in accordance with a specification submitted by the customer, the customer shall indemnify the supplier against all loss damages, costs and expenses awarded against or incurred by the supplier in
conjunction with or paid or agreed to be paid by the supplier in settlement of any claim or infringement of any patent, copyright, design, trademark or
other industrial or intellectual property rights or any person which results from the suppliers use of the customers specifications.

 

6 Delivery
6.1 Delivery dates are estimates only. The supplier shall not be liable under any circumstances for any direct, indirect or consequential loss arising from
part, late or non-delivery.
6.2 Unless otherwise specifically agreed in writing all risk to the Product shall pass to the customer or its appointed agent at the time of delivery
6.3 Delivery shall be made between 09.00 and 18.00 hours Monday to Friday inclusive (excluding public holidays). If the customer required delivery to be made outside such times or at a specific time an additional charge shall be made payable. The supplier reserves the right to deliver in more than one delivery.
6.4 Non-Delivery of products must be notified by the customer to the supplier within 7 days of the invoice date. If proof of delivery is requested this must be requested within 14 days of the invoice date.
6.5 The supplier accepts no responsibility for damage, shortage or loss in transit to the product while in the possession of the carrier.
6.6 The supplier reserves the right to pass on to the customer all incurred charges, such as shipping and handling.

 

7 Title and Risk
7.1 Notwithstanding delivery installation and acceptance and passing of risk, title to the equipment shall not pass to the customer but shall be retained by the supplier until full payment for the equipment has been received by the suppler for the customer under this or any other contract.
7.2 Until such time as title to the equipment has passed to the customer, the customer shall hold the products as the suppliers fiduciary agent and shall
keep the products properly stored, protected, insured and identified as the suppliers property and bear the costs thereof. In the event of termination of this agreement by reason of non-payment by the customer of amounts due under this contract or any other contract between the customer and the supplier, the supplier shall be entitled at any time to deliver the products to the supplier and, if the customer fails to do so, to enter any premises of the customer for the purpose of repossessing the products.

 

8 Warranty, Limitation of liability and Force Majeure
8.1 The suppliers liability in respect of defects in the product shall be limited to the replacements of faulty items or the issue of credit notes on respect thereof or granting of a refund and shall relate only to the actual faulty item or their value provided no modification to the products have been made.
8.2 The supplier shall under no circumstances be liable for any loss or damage indirect, special, consequential or incidental (including without limitation loss of profit, loss of contract or loss of any other economic advantage) arising either from breach of any of its obligations under this agreement for the supply of or intended use of the software or from its negligence even if the supplier has previously been advised of the possibility of such loss or damage occurring.
8.3 The supplier shall be under no liability to the customer in respect of failures or delivery on performance hereunder if such failure or delay is attributable to causes beyond their control which shall include but not be limited to Acts of God, Perils of the Sea or Air, Fire, Flood, Drought, Explosion, Sabotage, Accident, Embargo, Riots, acts or Terrorism, Civil Commotion including acts of local Government and Parliamentary Authority.

 

9 Copyright, Patents, Trademarks, and Intellectual Property Rights.
9.1 The customer acknowledges that any and all of Trade Marks, Trade Names, Copyright, Patents and other Intellectual Property Rights used or embodied in connection with the equipment including software, hardware and other part thereof in which the supplier of the respective manufacturer
developer or third party. The customer shall not during any time after the completion expiry of this agreement in any way question or dispute the ownership of such rights.
9.2 In the event that new inventions, designs, or processes evolve in performance or as a result of this agreement the customer acknowledges
they same shall belong to the supplier unless otherwise agreed in writing by the supplier.
9.3 The customer shall indemnify the supplier fully against all liabilities, costs and expenses which the supplier may incur as a result of work done and in accordance with the customers specification involving infringement of any patent of copyrights.

 

10 Waiver
Failure or neglect by the supplier to enforce at any time of the provision hereof shall not be consulted not shall be deemed to be a waiver of the suppliers hereunder nor in any way effect the validity of the whole of any part of this agreement nor prejudice its suppliers rights to take subsequent action.

 

11. Headings
The heading terms and conditions herein contained are inserted for convenient reference only and are not intended to be part of or effect the interpretation of the agreement.

 

12. Severability
In the event that any or part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent such terms and conditions or provision shall be served from the remaining Terms and Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

 

13. Assignment
13.1 The agreement shall not be assigned by the customer without the prior written consent of the supplier.

 

14. Law
14.1 The parties herein agree that the agreement concluded between them and constituted in these terms and conditions shall be constructed in
accordance with English Law.