Ziath Ltd Standard Terms and Conditions of Sale

1. Interpretation
   1. In these conditions:
       "Seller" means Ziath Limited, Unit 2A Solopark Trading Estate, Pampisford, Cambridge, CB22 3HB, United Kingdom.
       "Company" means the Buyers’ organisation
       "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any specific terms and conditions agreed between the Company and the Seller.
       "Contract" means the purchase order or contract for the sale and purchase of the Goods and (if applicable) the supply and acquisition of the Services.
       “Quotation” means either the final offer made by the Seller to the Company, or the current version of the Seller’s price list.
       "Delivery Address" means the address stated on the Company’s Order
       "Goods" means the goods described in the Quotation which may include software.
       "Order" means the Company's purchase order.
       "Price" means the price of the Goods and/or the charge for the Services as written on the Quotation.
       "Services" means the services (if any) described in the Quotation.
       "Warranty Period" means the stated warranty period provided by the Seller – normally twenty-four months for optical devices or twelve months for electro-mechanical devices immediately following the delivery of the goods to the Delivery Address.
       "Writing" includes email, facsimile transmission and comparable means of communication.
   2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of Purchase
   
   1. The Order constitutes an offer by the Company to purchase the Goods and/or acquire the Services subject to these Conditions, which has been accepted by the Seller by the issue in Writing of an order confirmation to the Company.
   2. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions unless the two parties agree in Writing to alternative terms and conditions.
   3. No variation to the Order or these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Company and the Seller.
3. Specification and Confidentiality
   
   1. The quantity, quality and description of the Goods and Services shall be as specified in the Order and/or in any applicable specification supplied by the Seller or agreed in Writing by the Company and the Seller.
   2. If the Company supplies to the Seller whether prior to the Order or subsequent thereto, information which the Company notifies the Seller is confidential the Seller shall not disclose such information to any party without the prior written consent of the Company and upon demand from the Company shall return all such information to the Company (or as it may direct) without keeping copies thereof. Such information shall remain the exclusive property of the Company. The Seller shall procure that such of its employees as are required to have access to the information for the purpose of performing the Contract shall hold the information subject to the restrictions of this Clause. This Clause shall not apply to information which is or becomes public knowledge through no fault of the Seller or its employees.
   3. If the Seller supplies to the Company whether prior to the Order or subsequent thereto, information which the Seller notifies the Company is confidential the Company shall not disclose such information to any party without the prior written consent of the Seller and upon demand from the Seller shall return all such information to the Seller (or as it may direct) without keeping copies thereof. Such information shall remain the exclusive property of the Seller. The Company shall procure that such of its employees as are required to have access to the information for the purpose of performing the Contract shall hold the information subject to the restrictions of this Clause. This Clause shall not apply to information which is or becomes public knowledge through no fault of the Company or its employees.
   4. The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
   5. If as a result of inspection or testing the Company can demonstrate that the Goods do not comply in all respects with the Contract or Published Specifications of the product, the Company must inform the Seller within seven days of inspection or testing in order that the Seller shall take such steps as are necessary to ensure compliance.
   6. The Goods shall be marked in accordance with any applicable regulations and properly packed and secured so as to reach the Delivery Address in an undamaged condition.
4. Price
   
   1. The Price of the Goods and Services shall be as stated in the Quotation and unless otherwise stated shall be:
      1. exclusive of any applicable local taxes (which shall be payable by the Company subject to receipt of an appropriate invoice), and
      2. exclusive of all charges for shipping, carriage insurance and delivery of the Goods to the Delivery Address, unless specifically included in the Quotation, and any duties, imposts or levies (other than local taxes referenced in 4.1.1).
      3. No increase in the Price may be made (whether on account of increased material labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in Writing.
   2. No decrease in the Price may be made (on account of errors or omissions made on the final invoice, fluctuation in rates of exchange or otherwise) without the prior consent of the Seller in Writing.
5. Terms of Payment
   1. Unless otherwise stated in the Order the Company shall pay the Price of all the Goods and (if applicable) Services in the Order within thirty days after receipt by the Company of the Seller’s invoice to be issued following shipment of the Goods and (if applicable) delivery of Services.
6. Delivery
   1. The Goods shall be delivered to and the Services performed at the Delivery Address on or before the date agreed between the Seller and the Company during the Company's usual business hours.
   2. Where a date of the delivery of the Goods or of performance of the Services has not been formally agreed, that date will be as specified in the order confirmation provided by the Seller to the Company.
   3. If the Goods are to be delivered or the Services are to be performed by instalments the Contract will be treated as a single contract and not severable.
   4. The Seller shall supply the Company in good time with any instructions or other information required to enable the Company to accept delivery of the Goods and performance of the Services.
   5. The Company shall return to the Seller the Goods and any packaging or packing materials if the Goods are not accepted by the Company due to a breach in these Conditions including damaged caused by any carrier or by natural phenomenon (eg. Flood). The cost of returning the Goods will be borne by the Company.
   6. Where installation and/or commissioning forms part of the Order the Company shall make available at the Delivery Address suitable access to Company property and personnel as required and specified by the Seller prior to the date of the delivery and the Seller shall install and fully commission the Goods at the Delivery Address. If sufficient access to IT, Network and Technical staff is not available at the agreed time of commissioning, the Seller reserves the right to make a charge for any repeat visit(s) to ensure the correct functioning of the apparatus.
7. Risk and Property
   1. Risk of damage to or loss of the Goods shall pass to the Company upon shipment from the Seller’s works (FCA) or upon delivery to the Company (CIF) in accordance with the Contract and the instructions contained in the Company’s order.
   2. Title to the Goods shall pass to the Company at the point of loading on to the chosen carrier at Seller’s works (at the ship’s rail)(FCA).
8. Warranties and Liability
   1. The Seller warrants to the Company that:
      1. the Goods will be (and will remain so throughout the Warranty Period) of satisfactory quality and fit for any purpose defined in Writing by the Seller.
      2. the Goods will be free from functional defects and will remain so throughout the Warranty Period.
      3. the Goods will correspond with any relevant specification or sample.
      4. the Goods will comply with all statutory requirements and regulations relating to the sale of the Goods.
   2. The Seller warrants to the Company that (if applicable) the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as it is reasonable for the Company to expect in the circumstances.
   3. Without prejudice to any other remedy if any Goods or Services are not supplied or performed in accordance with the Contract then the Company shall be entitled:
      1. to require the Seller at its cost to repair the Goods or to supply replacement Goods in accordance with the Contract, or
      2. if the Seller repairs the Goods or any part of the Goods during the Warranty Period and such Goods or parts fail again the Seller shall promptly at its cost replace the Goods (or relevant part(s)) with brand new goods and such replacement(s) shall have the benefit of a further six month warranty from the date the replacement(s) shall begin to function satisfactorily for the Company.
   4. Neither the Seller nor the Company shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of its obligations in relation to the Goods or the Services if the delay or failure was beyond the party's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond either party's reasonable control:
      1. Act of God, explosion, flood, tempest, fire or accident.
      2. war or threat of war, sabotage, insurrection, civil disturbance or requisition.
      3. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
      4. import or export regulations or embargoes.
      5. strikes, lockouts or other industrial actions or trade disputes.
      6. failure of the internet or public communication network, hacker attack, computer disablement due to virus infection or malicious software attack
   5. If the Goods include Software the Seller shall throughout the Warranty Period make available to the Company at no extra cost all revisions and updates relating thereto.
9. Termination
   1. Without prejudice to any of its other rights or remedies either party shall be entitled to cancel the Order by giving notice to other party if the other party commits a material breach of the Contract.
   2. The Seller shall be entitled to terminate the Contract without liability to the Company by giving notice to the Company at any time if:
   1. the Company makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or
   2. an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the Company, or
   3. the Company ceases to carry on business, or
   4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Company and notifies the Company accordingly.
10. General
    1. The Seller reserves the right as operational requirements dictate to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the consent of the Company in order to fulfil the terms of the contract.
    2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing.
    3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
    4. The Contract shall be governed by and construed in accordance with the laws of England.