1. THE CONTRACT

(i) These terms shall apply to all contracts entered into by UKN Group Limited (‘the Company’) to the absolute exclusion of any terms presented by the Customer or not agreed in writing by an authorised representative of the Company.  Save as stated herein, all contractual terms, conditions and warranties whether express or implied
by common law, statute or otherwise are hereby expressly excluded.

(ii) A contract becomes binding when the Company sends an acknowledgement of the Customer’s order.  Quotations made and orders accepted by fax, telephone or verbally are subject to confirmation by the Company in the acknowledgement of order.  No contract may be cancelled by the Customer except with the agreement of
the Company.

(iii) These terms and all contracts made hereunder shall be governed by and construed in all respects in accordance with English law.

(iv) Any advice or recommendation given by the Company or its employees or agents which is not confirmed in writing by the Company is followed or acted on entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2. DELIVERY

(i) Delivery shall be made to the address specified in the order and carriage and delivery charges will be charged in addition to the price of goods; goods may at the Company’s option be delivered in installments and if so each delivery shall constitute a separate contract between the Customer and the Company.

(ii) Delivery or completion dates given are approximate only and time is not of the essence for delivery and the Company shall not be liable for any loss to the Customer arising from any failure to deliver goods or complete services on any particular date quoted, unless such date has been made a condition of the contract.

3. RETURN OF GOODS

(i) Any goods ordered and delivered will only be returnable by prior agreement of UKN.  In all cases, notification to our Procurement Department is required within 2 working days of delivery.  An RMA must be obtained, and the goods returned undamaged in their original packaging. Items supplied in sealed packaging will not be accepted back if the packaging has been opened.  Licences cannot be returned under any circumstances.  Any restocking fee incurred will be chargeable if the goods were ordered in error or no longer required.

4. PRICE AND TERMS OF PAYMENT

(i) All prices given in Company price lists are for guidance only and subject to confirmation by written quotation. Prices are exclusive of VAT, which, where applicable, shall be paid by the Customer.

(ii) The Company reserves the right to vary any quoted or binding contract price at any time to take account of (a) increases in the cost price of manufactured goods taking effect after quotation or order and before dispatch by the Company; (b) clerical errors or extra components or services ordered and not specified in the order; (c) additional costs arising from access to the site or Customer’s instructions not being given to the Company when reasonably required.

(iii) Unless otherwise expressly agreed in writing by the Company  invoices for goods and, services will be issued by the Company on or after delivery  or completion, as appropriate and payment of invoices is due in full within 30 days of the date of receipt by the Customer and time for payment shall be of the essence of the
contract;

(iv) If the Customer fails to pay the Company any amount on the due date, the Company shall have the right (a) to cancel or suspend any unperformed contract; (b) to charge interest pro-rated at a rate of 8% p.a. above NatWest Bank Plc Base Rate from the due date both before as well as after judgment on any outstanding sum and the right to be reimbursed in full by the Customer for its reasonable costs of taking action to recover the debt.

5. RISK IN AND TITLE TO GOODS

(I) Risk in the goods shall pass to the Customer on delivery but until the Company has received payment in full, title to and property in the goods shall not pass to the Customer and the Customer shall keep the goods as fiduciary agent and bailee for and on behalf of the Company and shall keep the goods separate from those of the Customer and third parties.   Until such time as the property in the goods has passed to the Customer the Company may at any time require the Customer to deliver up the goods and, if the Customer fails to do so forthwith, (whether or not the goods have been installed as part of the Customer’s computer system), the Company shall be entitled to enter any of the Customer’s premises to remove any goods which have not been paid for.
The Customer may resell or use any goods in the ordinary course of its business.

6. SERVICES

(i) The Company will perform agreed services with reasonable skill and care and where possible the Customer shall provide a written specification of the services to be provided by the Company.  Where no written specification is included in the order the Company shall carry out such work as it sees fit to provide the services required by the Customer or, as appropriate, install goods supplied and/or to ensure that they function as stated in their manufacturer’s specification.  The Company will re-provide free of charge any service which is discovered within 1 year of completion of services not to have been properly provided but the Company specifically does not warrant the uninterrupted or trouble free performance, fitness for purpose or  viability of any computer system.

7. WARRANTY AND LIABILITY

(i) Illustrations and descriptions of goods contained in catalogues and assessments of the Customer’s requirements are for guidance only and specifications and technical data may change without notice. Goods
supplied by the Company are free from defects in workmanship and materials and will perform for a period of 1 year in accordance with any manufacturer’s specification given therefore but the Customer shall satisfy itself that the goods ordered are suitable for its purposes and shall not rely on the Company’s opinion of such suitability or any
predictions of performance.

(ii) Where any defect caused by faulty design, manufacture, materials or workmanship appears in goods supplied by the Company within 1 year from first use or 1 year from date of invoice whichever is the earlier, the Company will either repair or replace the goods or the defective part thereof at its own expense and discretion.  The Company shall not be liable where defects arise from misuse or neglect of the goods, for defects which are not notified to the Customer within 7 days of the date of their discovery or in the circumstances where any attempt to
repair or alter the goods has been made other than by the Company.

(iii) Save in respect of death, personal injury or damage to property caused by goods or services supplied by the Company or save as expressly set out, the Company shall not be liable for any loss damage or expense howsoever caused relating to its supply of the goods or its performance of any services or the use of the goods by the Customer or any third party whatsoever.