i) “The Company”, Rational Control Systems Ltd, (registered number 04446780) whose registered office is at, 1 Gill Rise, Bracknell, Berkshire RG42 2QL.

ii) “Client”, the Person or Company who buys or agrees to buy the Goods or Services from the Company.

iii) “Conditions”, the terms and Conditions of sale as set out in this document and any special terms and Conditions agreed in writing by the Company.

iv) “Delivery Date” the date specified by the Company when the Goods or Services are to be delivered / executed.

v) “Goods”, the articles / services that the Client agrees to buy from the Company in accordance with the Company’s Conditions of sale.

vi) “Price”, the price for the Goods excluding carriage, packing, insurance and VAT.

a) Rational Control Systems Ltd (the “Company”), submits all quotations and price schedules and accepts all orders subject to the following Conditions of contract which apply to all contracts for Goods supplied or work done by them or their employees to the exclusion of all other representations, Conditions or warranties, express or implied.

b) The Client agrees to execute and return any license agreements as may be required by the Company in order to authorise the use of those licensable items. If the licensable item is to be resold this condition shall be enforced by the re-seller on the end customer.

c) Each order received by the Company will be deemed to form a separate contract to which these Conditions apply and any waiver or any act of non-enforcement or variation of these terms or part thereof shall not bind or prejudice the Company in relation to any other contract.

d) The Company reserves the right to;

i) re-issue its price schedules at any time,

ii) to refuse to accept orders at a price other than at the price stated on the price schedule or quotations in force at the time of order.

e) The Company reserves the right to vary the specification or withdraw from offer any of its products without prior warning.

f) The Company reserves the right to refuse to accept any contract that is deemed to be contrary to the Company's policies in force at the time.

a) All prices shown on the Company’s price schedules, or on quotations offered by them, are based upon the acceptance of these Conditions. Any variation of these Conditions requested by the Client could result in changes in the offered pricing or refusal to supply.

b) All additional works / variations to agreed orders will be priced against a new quotation or current pricing schedule as detailed in section 2, c).

c) All quoted pricing is in Pounds Sterling and is exclusive of VAT, and delivery.

i) In addition to the invoiced value the Client is liable for all import duty as may be applicable in the Client’s location.

ii) If there is any documentation required for import formalities, whether or not for the purposes of duty assessment, the Client shall make this clear at the time of order.

a) All delivery times offered by the Company are to be treated as best estimates subject to any programmes of work in place and no penalty can be accepted for non compliance with them.

i) The standard estimation of delivery terms is subject to individual project scheduling and programmes and are based upon acceptance of order or resolution of any technical issues, whichever is the later.

ii) Delay and set-off by the Client will be subject to a nominal fee to cover the acceptable level of non productive time of staff and also any additional costs incurred for storage or non delivery of Goods.

b) Delivery shall be made by the Company using a courier service of its choice.

i) The cost of the delivery plus a nominal fee for administration will be added to the invoice issued.

ii) If multiple shipments are requested by the Client, multiple delivery charges will be made. In the case of multiple deliveries separate invoices will be raised.

c) If requested at the time of ordering an alternative delivery service can be used, but only if account details are supplied to the Company so that the delivery can be invoiced directly to the Client by the delivery service.

 

a) All shipments from the Company are insured by them. If any Goods received by the Client are in an unsatisfactory condition, the following courses of action shall be taken

i) If the outer packaging is visibly damaged, then the Goods should not be accepted from the courier, or they should be signed for only after noting that the packaging has sustained damage.

ii) If the Goods are found to be damaged after unpacking, the Company must be informed immediately.

b) Under no circumstances should the damaged Goods be returned, unless expressly authorised by the Company.

c) If the damage is not reported within 48 hours of receipt, the insurers of the Company shall bear no liability.

d) Any returns made to the Company for any reason, at any time shall be packaged in the original packaging or its direct equivalent and must be adequately insured by the Client.

e) Any equipment sent to the Company for any purpose, including but not limited to equipment originally supplied by the Company must be adequately insured by the Client while on the premises of the Company.

 

a) The Company's terms of payment for all invoices are 30 days net invoice date.

i) Under certain circumstances as deemed by risk management by the Company, a Client may be requested to pay a proportion of an order as part pro-forma. This will be deemed as appropriate by the Company.

ii) In all other cases payment is required in advance of delivery.

b) Retention's,

i) Where applicable, retention fees as applied by the client, (for the following reasons) will be deemed to be void of retention and become immediately due for payment,

(1) non payment,

(2) delayed payment.

c) Any charges incurred in making the payment, either currency conversion or otherwise shall be paid by the Client.

d) If payment is outstanding beyond the due date the Company may;

i) cancel the contract or suspend further deliveries / services to the Client,

ii) appropriate any payment made by the Client to such of the Goods as the Company may think fit (notwithstanding any purported apportionment by the Client),

iii) charge the Client interest (both before and after any judgement) on the amount unpaid at the rate stated in section 5. d) from the date of the invoice until payment is made in full.

iv) Any fees, charges etc. which may be incurred in the collection of overdue accounts will be chargeable to the Client.

e) The Company reserves the right to charge interest at a rate of 5% above the base rate of Barclays Bank PLC on any overdue accounts.

a) The Company offers as part of a purchase contract 12 months warranty against parts and defective workmanship of hardware elements of a system supplied by the Company.

b) The basis of this warranty is that the fault be discussed with the Company's support staff before any return is made.

i) If it is agreed that a return for repair is necessary then the faulty item and any other component of the system as requested by those staff shall be returned carriage paid to the Company.

ii) Insurance terms as discussed in the INSURANCE section will apply.

c) Returned Goods will not be accepted by the Company unless this has been expressly authorised.

d) After warranty repair Goods will be returned to the Client carriage paid by the Company using their preferred method.

e) Faults incurred by abuse of the product (as defined by the Company) are not covered by the warranty.

f) Attempted repair or alteration of the Goods as supplied by the Company, by another party immediately invalidates the warranty offered.

g) Under no circumstances will the Company be liable for any incidental or consequential damage or expense of any kind, including, but not limited to,

i) personal injuries

ii) loss of profits arising in connection with any contract or with the use, abuse, unsafe use or inability to use the Company's Goods.

i) repair or replacement of the defective part or product or at the Company's option

ii) return of the product and refund of the purchase price, and such remedy shall be the customer's entire and exclusive remedy.

i) Warranty of software written by the Company shall be limited to 90 days warranty (after practical completion of associated project) that the media is free from defects, and no warranty expressed or implied is given that the software will be free from error or will meet the specification requirements of the Client.

j) The terms of any warranty offered by a third party whose Goods / software is supplied by the Company will be honoured by the Company exactly. No other warranty is offered by the Company on these products.

k) Returns of faulty equipment after the warranty period has expired, shall be accompanied with a purchase order good for One Hundred & Seventy Five pounds sterling to cover re-test and fault assessment charges.

i) The Company may at its discretion make a quotation for repair of the equipment or declare that the equipment is beyond repair.

ii) The Clients liability will not exceed the One Hundred & Seventy Five pounds sterling unless a further purchase order for the repair is issued.

l) Service contract warranties, any works covered by a service contract and warranties within will be deemed void should the client engage a third party without the express agreement of the Company or if sufficient notice is not given to the Company.

a) The passing of risk for any supply made by the Company shall occur at the time of delivery. The title however shall not pass to the Client until payment has been received in full by the Company.

a) The Client agrees to preserve the IPR of the Company at all times, and that no contract for supply of Goods involves loss of IPR by the Company unless expressly offered as part of the contract by the Company.

a) This clause applies if;

i) the Client makes a voluntary arrangement with its creditors or (being an individual) becomes bankrupt or (being a Company) becomes the subject of an administration order or goes into liquidation,

ii) a receiver is appointed or the Client ceases to trade or threatens to cease trading.

b) if this clause applies then, without limiting any other right or remedy available to the Company, the Company may cancel the Contact or suspend any further deliveries under the Contract without any liability to the Client, and if Goods have been delivered, but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

a) The Company shall not be liable to the Client, or be deemed liable , in breach of the Contract by reason of any delay in performing or any failure to perform any of the Companies obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Companies reasonable control including without limitation:

i) Any act of default on the part of the Client

ii) any act of God, war, act of terrorism, riot, civil commotion, strike, lock out, sit in, industrial or trade dispute, fire, flood, adverse weather, disease, accident to plant or machinery or shortage of any material, labour, parts, electricity or other supply.

a) This agreement and performance of both parties shall be governed by English law.

b) Any disputes under any contract entered into by the Company shall be settled in a court of the Company’s choice operating under English law, and the Client agrees to attend any such proceedings. No action can be brought arising out of any contract more than 12 months after the completion of the contract.

a) The Client shall indemnify the Company against all claims made against the Company by a third party in respect of the Goods supplied by the Company.

a) If any part of these terms and Conditions is found to be illegal, void or unenforceable for any reason, then such clause or section shall be severable from the remaining clauses and sections of these terms and Conditions which shall remain in force