The price of the goods will be as published by MSL. MSL reserves the right to alter its prices at any time and to pass on any cost increases outside of its control including exchange fluctuations which arise between date of acceptance of order and date of delivery. Once given an order may not be cancelled without the consent in writing of MSL. Goods and Services Tax will be added to and form part of the price.
2.1. Payment shall be made in full against delivery or if agreed in writing, on the 20th day of the month following delivery and without deduction. No payment shall be withheld nor reduced by virtue of alleged setoff, counterclaim or otherwise. Time shall be of the essence.
2.2. Interest shall be paid at 2.5% per month calculated on a monthly basis on all outstanding amounts from date on which payment was due until actual date of payment.
2.3. The customer shall in the event of default in payment pay as a contribution to MSL's recovery costs an amount equal to 15% of the price of the goods plus Court costs, if any.
2.4. Payment by bill of exchange or cheque shall not be deemed payment until the bill of exchange or cheque has been paid by the customer's banker and credited to MSL's bank account.
3.1. Subject to any written warranty which MSL may give to the customer all warranties and representations made by MSL its employees, representatives or agents, whether express or implied, statutory or otherwise, collateral or antecedent hereto or otherwise are expressly excluded. MSL's liability (if any) shall be restricted to the repair of the goods or to their replacement, or, to payment of damages not exceeding the price of the goods. Not withstanding the provisions of the Contractual Remedies Act 1979 these shall be the only remedies available to the customer.
3.2. MSL will as far as it is legally able to do so assign to the customer the benefit of the manufacturer's warranty (if any) expressed or implied relating to the goods.
Subject to condition 3 hereof MSL shall not be liable to the customer nor to anyone else for any damage or loss of whatever kind howsoever arising due, inter alia, to the failure of the goods to function or to operate satisfactorily nor for any direct or indirect or consequential damage or loss to property or person whatsoever and the customer indemnifies MSL against any claims made against MSL by any third party in respect of any such damage or loss.
5.1. The goods shall be at the sole risk of the customer from date of despatch to a carrier. Delivery shall be during the usual hours of business to the address nominated by the customer and shall be completed on the goods being left at that address.
5.2. The goods may not be returned except with the written consent of MSL and in that event on terms prescribed by MSL who may, inter alia, impose a handling fee equal to 20% of the price of the goods.
5.3. Claims in respect of incorrect delivery must be made in writing within 24 hours of delivery.
5.4. MSL shall not be liable for any delay in delivery nor for non-delivery due to causes of whatever kind beyond MSL's control.
6.1. Title to the goods is retained by MSL and shall only pass to the customer when MSL has received payment in full as prescribed in condition 2 but the risk shall pass to the customer.
6.2. Until the goods are paid for in full the relationship between MSL and the customer shall be fiduciary and the customer shall hold the goods as bailee for MSL.
6.3. The customer may dispose of the goods in the normal course of business but not otherwise without the prior consent in writing of MSL.
6.4. Prior to payment in full MSL may without notice to the customer repossess the goods and for that purpose enter upon the premises where the goods are and repossess the same. MSL shall not be liable to the customer nor to any third party for such recovery nor for any resultant loss or damage and the customer indemnifies MSL from any claims made against MSL arising out of and by virtue of such repossession.
6.5. On repossessing the goods MSL shall be at liberty to cancel the contract and to resell the goods at such time and for such price and on such terms and conditions as MSL deems appropriate. MSL shall be entitled to the cost of repairing and refurbishing the goods (if necessary) and to a handling fee equal to 20% of the price of the goods. MSL may deduct from the resale proceeds all amounts payable pursuant to the provisions of this contract and recover from the customer any deficiency.
MSL shall not be deemed to have waived any conditions hereof unless the waiver is in writing. MSL's rights powers and remedies remain in force notwithstanding any forbearance or delay on its part. MSL may exercise its rights and powers hereunder and at law or in equity at such time and in such manner as it sees fit.
These terms and conditions express the whole agreement of MSL and the customer and shall not be subject to change without the agreement in writing of the customer and a principal officer of MSL.
MSL means Milford Software Ltd, its successors and assigns.