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terms and conditions
1. GENERAL
1.1 Unless otherwise agreed in writing these terms ("Terms") apply exclusively to each order ("order") for the sale of goods ("Goods") and/or for the supply of services for any design, consultancy or advisory work ("Services") by JDNetworks Ltd to a purchaser of goods and/or services ("Purchaser")
(together " the Parties" and reference to " the Party" means either of them).
2. APPLICATION OF TERMS
2.1 These Terms apply to all Orders (including Internet, fax and phone Orders) of any type, and override any terms submitted by Purchaser with any order or at any other time. Any variance from these Terms must be in writing accepted and signed by a Director of JDNetworks Ltd.
2.2 JDNetworks Ltd shall not be bound to fulfil any Order unless and until
JDNetworks Ltd has confirmed its acceptance or has fulfilled it.
2.3 Any delay or failure by JDNetworks Ltd to object to any terms contained in any communications from Purchaser, including in the Purchaser's original Order paperwork, will not be a waiver of these Terms.
2.4 Under no circumstances shall JDNetworks Ltd acceptance of the Purchaser's order be construed or implied to create an obligation on JDNetworks Ltd part to subsequently accept any additional Order.
3. PRICE
3.1 The cost of the Goods or Services ("the price") is the price contained in
JDNetworks Ltd quotation or current list price and does not include taxes, shipping, special packaging, or insurance except as specifically noted.
3.2 JDNetworks Ltd may change the price and delivery date(s) at any time before Order acceptance.
4. PAYMENT
4.1 On approved accounts, payment is due within 30 days after invoice date. Else, payment is due in advance of the delivery of Goods or Services. Payment may be made by credit card, bank wire, or cheque from an approved account. All bank charges from either the sending or receiving bank (except for credit card fees) will be charged back to Purchaser, and JDNetworks Ltd reserves the right to refuse to fulfil any Order where prepayment is required and where bank charges are not also paid in full.
4.2 If the price (plus taxes and any other applicable charges) is not paid in full when due then, without affecting any of JDNetworks Ltd other rights or remedies JDNetworks Ltd may (a) cancel the Order and/or suspend any further deliveries or performance of the services; (b) charge interest at 8% a year above the National Westminster Bank PLC (UK)base rate at the time on all unpaid amounts; (c) withdraw all credit facilities extended and require immediate payment of all outstanding invoices whether or not due for payment; and/or (d) cancel and withdraw any trade discount allowed on the price.
4.3 All accounts are payable without discount or deduction for any set-off or counterclaim whatsoever unless otherwise agreed in writing by JDNetworks Ltd.
5. DELIVERY
5.1 Unless otherwise specified Delivery is FOB Hamble UK. Delivery occurs when the Goods are handed over to the Purchaser, its agent or carrier. Delivery dates quoted are approximate only and JDNetworks Ltd is not liable for any delay in the delivery of the Goods.
5.2 Failure of Purchaser to take delivery of Goods or to give adequate delivery instructions will not relieve Purchaser of its requirements to pay JDNetworks Ltd for the Goods.
6. RISK AND PROPERTY
6.1 Risk of damage to or loss of the Goods passes on delivery or, if the Purchaser fails to take delivery without good cause, at the time when delivery is tendered. Where Goods are held on consignment the Purchaser may be required to enter into an additional agreement.
6.2 The Goods remain the property of JDNetworks Ltd until JDNetworks Ltd has received full payment (plus taxes and other applicable charges) from Purchaser. Until payment is made in full, Purchaser merely hold the Goods or Services as JDNetworks Ltd fiduciary agent and bailee, and Purchaser will not pledge or charge the Goods, and JDNetworks Ltd may require Purchaser to return the Goods to it and, if Purchaser fails to do so, JDNetworks Ltd may repossess the Goods.
Purchaser grants JDNetworks Ltd an irrevocable licence to enter, with or without vehicles, any if its premises for the purpose of inspecting or repossessing the Goods.
7. INSOLVENCY OF PURCHASER
7.1 If the Purchaser shall be deemed under any applicable law to be unable to pay its debts as they become due JDNetworks Ltd is entitled to terminate the Order and/or suspend any further deliveries without incurring any liability. Additionally, if the Goods have been delivered but not paid for, the price (plus VAT and other applicable charges) will become immediately due and payable despite any previous agreement or arrangements to the contrary.
8. WARRANTY
8.1 JDNetworks Ltd warrants that Services will be performed with reasonable skill and care. All other warranties, Terms or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
9. MODIFICATIONS, SUBSTITUTIONS AND CANCELLATIONS
9.1 JDNetworks Ltd reserves the right to modify its process or performance specification for the Goods and to substitute goods substantially equivalent to those ordered or manufactured to the modified specifications. The Purchaser agrees that it is its responsibility to test all shipments of Goods so as to ensure that they are suitable for its requirements.9.2 JDNetworks Ltd may cancel or reschedule all or any part of the Order at its sole discretion at any time 30 days or more prior to (in the case of Goods) the scheduled delivery date of the Goods and/or (in the case or Services) the scheduled commencement date for performance of the Services.
9.3 If the Purchaser fails to observe or perform any of the provisions of the Order (or any previous Order) JDNetworks Ltd may (without prejudice to any other right or remedy) after notice summarily cancel the Order and/or withhold delivery of Services and/or stop any Goods in transit and the payment of the price of any Goods delivered shall become immediately due.
10. ADDITIONAL COSTS
10.1 The Purchaser must, on request, pay any additional cost to JDNetworks Ltd in supplying Services caused by (a) any breach, default, delay or variation by the purchaser of its obligations under the order, (b) any factor beyond JDNetworks Ltd reasonable control; or (c) any changes in the dates of the supply of the Services which the Purchaser requires; or (d) any delay caused by the Purchaser's instructions or the Purchaser's failure to give JDNetworks Ltd adequate information or instructions when the order has been accepted or at any other time.
11. COPYRIGHT, PATENT, TRADE MARK, INTELLECTUAL PROPERTY RIGHTS
11.1 The Purchaser acknowledges that any and all of the trademarks, copyright, patents, mask rights, semiconductor topography rights and other intellectual property rights (including present and future intellectual property rights)(" Intellectual Property Rights") used or subsisting in or in connection with the Goods or the provision of the Services (including software, hardware and other parts thereof in which JDNetworks Ltd or the respective manufacturer, developer or third party has an interest) are and shale remain the sole property of JDNetworks Ltd or such manufacturer, developer or third party. The Purchaser shall not during or at any time after the completion, expiry or termination of the Order in any way question or dispute the ownership thereof.
11.2 Purchaser shall indemnify JDNetworks Ltd fully against all liabilities, costs, expenses, and lost profits which JDNetworks Ltd may incur as a result of a breach of the terms of the license or infringement of any other Intellectual Property Rights.
11.3 JDNetworks Ltd reserves the rights to refuse to honor the undelivered portion of any outstanding Order from Purchaser where Purchaser has violated the terms of the license, and/or to refuse further orders.
12. LIMITATION OF LIABILITY
12.1 Except as provided in this condition 12, Purchaser accepts sole responsibility for and JDNetworks Ltd shall not be liable for any use of the Goods by the Purchaser, its agents and employees and the Purchaser shall hold JDNetworks Ltd harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of such use.
12.2 Except as provided in condition 12.4 JDNetworks Ltd is not liable to the Purchaser because of any representation, or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Order, for: (a) any loss of profit, business, Orders, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss: and/or (b) any indirect, special or consequential loss or damage (whether for loss of profit or otherwise); and in the case of either paragraph (a) or (b) above whether caused by the negligence, breach of Order, tort, or breach of statutory duty of JDNetworks Ltd, its employees or agents or otherwise, arising out of or in connection with the Order. third party has an interest) are and shale remain the sole property of JDNetworks Ltd or such manufacturer, developer or
12.3 Except as provided in condition 12.4 any other liability of JDNetworks Ltd to the Purchaser in Order, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the order, is limited to the price.
12.4 Nothing in these Terms will operate or be construed to operate so as to exclude or restrict the liability of JDNetworks Ltd for death or personal injury caused by the negligence of JDNetworks Ltd.
13. CONFIDENTIALITY
13.1 The Purchaser will at all times (and without limited of time) keep confidential information acquired in consequence of the Order, except for information which it is bound to disclose by law or to its professional advisers where reasonably necessary for the performance of their professional services.14. GENERAL
14.1 JDNetworks Ltd is not liable to the Purchaser for any failure or delay in performance of its obligations under the Order which is beyond its reasonable control including any labour disputes between JDNetworks Ltd and its employees.14.2 Any notice given under these Terms must be in writing addressed to the registered office or place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents. Any notice must be given by hand or sent by first class (airmail if overseas) recorded delivery post or by courier. Notice is not validly served if sent by e-mail or fax.
14.3 JDNetworks Ltd may use or refer to the name of the Purchaser for the purposes of promoting JDNetworks Ltd business ( including such use or reference in relation to press releases, marketing literature and sales information).
14.4 The Purchaser may not assign, transfer, charge, sub-contract or otherwise deal with the Order in any way without the prior written consent of JDNetworks Ltd. However JDNetworks Ltd may assign, transfer, charge, sub-contract or otherwise deal in any or all of its rights and obligations under the Order and the Purchaser consents to all these dealings.
14.5 These Terms and the documents referred to in them, set out the entire agreement between the Parties and supersede any prior written or oral agreement between them relating to the subject matter of the Order and the Purchaser acknowledges that in entering into the Order, it has not relied on any representations not expressly set out in the Order.
14.6 English law governs these Terms and the Order and each Party agrees to submit to the non-exclusive jurisdiction of the English Courts in respect of claims brought by JDNetworks Ltd against the Purchaser and the exclusive jurisdiction of English Courts in respect of claims brought by the Purchaser against JDNetworks Ltd.
14.7 All rights and remedies under the Order or by law are in addition to, and not exclusive of, any remedies provided by law.
14.8 If any provision of these Terms is held to be illegal, void or unenforceable the legality, validity and enforceability of the remainder of the Order is not to be affected.
14.9 Nothing in this Order excludes Liability for fraud.
14.10 No Person (either legal or natural) who is not a Party has a right to enforce any term or condition of the Order.
14.11 In these Terms the words "other"," including" and "in particular" do not limit the generality of any preceding words.