Terms & Conditions

ACCEPTANCE OF CONTRACT.

The obligation of Bowe IQ LTD (the Seller) to the Customer is expressly subject to, and Seller’s acceptance of any Purchase Order is expressly conditional upon, the Customer’s assent to these General Terms and Conditions. Neither the performance of services by Seller nor the commencement of work on the Product shall obligate Seller to this transaction in the absence of the form of acceptance contemplated by this Article. The Sales Order Confirmation together with any appendices thereto and these General Terms and Conditions provided by the Seller constitute the entire Contract relating to the purchase and sale of the Product, provided however, that no terms and conditions (other than Seller’s) contained or referenced in Customer’s Purchase Order, or elsewhere, shall be of any effect. No additions hereto, subtractions here from or other modifications shall be binding upon Seller without Seller’s explicit prior written consent thereto.

PURCHASE PRICE

The Purchase Price is payable in Pounds Sterling (GBP) unless agreed between both parties. Customer shall pay all freight and insurance, sales and other taxes levied upon the sale of the Product. The purchase price is to be paid within 30 days of the Seller’s Invoice date unless agreed between both parties. In the case of staged payments the Customer shall pay each staged invoice presented by the seller within the terms stated on the Sellers invoice. For the purposes of an example of an agreed staged payment, see points a thru e within this section 2 directly below :

  • a) The terms of payment Customer shall pay 30% of the purchase price upon execution of this Order with the balance due as follows:

  • b) 20% of the Purchase price as soon as sign off of functional specification or statement of works;

  • c) 20% of the purchase price as soon as the Product is ready to be released and delivered to the Customer;

  • d) 20% of the purchase price upon completion of the installation of the Product as stated in the Statement of Work (“Product”). Should the installation be delayed due to reasons caused by someone.

  • e) 10% of the purchase price after completion of the Acceptance Test and Acceptance. Should the Acceptance Test be delayed due to reasons caused by someone other than Seller, the date for completion of the Acceptance Test as set out in the Project Schedule will be the date upon which the Purchase is obliged to pay.

Until the full Purchase Price is paid, Seller shall retain the right of stoppage in transit of the Product and has a purchase money security interest in the Product, which Seller may perfect by the filing of financing statements. Customer hereby designating Seller as its attorney-in-fact to execute such financing statements on Customer’s behalf. In the event Customer defaults in its obligations hereunder, Customer shall pay Seller a late charge equal to the highest legal rate allowed by law, from time to time, on the outstanding balance of the Purchase Price. If Seller retains professional services, including attorneys, accountants, experts, or collections agents, to assist in the collection of the Purchase Price or in the enforcement or preservation of its security interest in the Product, Customer shall be liable to Seller for the reasonable fees of such persons for all disbursements and costs incurred by them or by Seller in pursuing such tasks

DELIVERY

Delivery shall be made DDP (Delivered Duty Paid) at the Customer’s site. It shall be a condition precedent to Seller’s obligation to deliver the Product that Customer pay so much of the Purchase Price as shall then be due to accordance with Article 2 hereof.

The Seller shall not be liable to the Buyer for any non-delivery, delay, or default of this Sales Agreement due to delays or labor disputes at the Buyer, accidents, fires, force majeur, or any other outside causes of the same outside of the Seller’s control

ACCEPTANCE

If the Agreement makes provision for an Acceptance Test as described in Appendix I, the Customer and the Seller will carry out the Test within 7 days after the Product has been fully installed at the Seller’s discretion. If no material defects emerge from the test, the Product will be deemed to be accepted in accordance with the Agreement and the Product will be made available for production purposes.

TITLE AND RISK OF LOSS

Risks of loss of the Product shall pass to the Customer when the Product has been placed at Customer’s disposal and either (a) Customer (or its agent or designee) takes possession, or (b) fourteen (14) days have passed, whichever occurs first. Title, if applicable, shall pass to Customer upon completion of the Acceptance Test.

WARRANTY

Any hardware, third party software and service supplied under this contract is covered exclusively by the manufacturer’s warranty, as specified by the original equipment manufacturer (OEM). Any additional extended warranty purchased by the customer shall also be applicable, provided that such extended warranty is valid and in force.

The customer acknowledges and agrees that the terms and conditions of the manufacturer’s warranty, including any limitations and exclusions, shall govern the warranty coverage for the hardware. Any claims or issues related to the hardware warranty must be directed to the manufacturer or the authorized service provider identified in the warranty documentation.

In the event that the customer chooses to purchase an extended warranty, the terms and conditions of the extended warranty agreement shall prevail to the extent of any inconsistencies with the manufacturer’s warranty. The customer is responsible for understanding and complying with the terms of any extended warranty purchased, including any registration or activation requirements.

This contract explicitly disclaims any other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The supplier shall not be responsible for any warranty claims beyond the scope of the manufacturer’s warranty or any additional extended warranty purchased by the customer.

Any software written and provided by the Seller directly will only be covered by any warranty if agreed with the Client. The terms of such an agreement must be clearly stated on the Sales Order Confirmation provided by the Seller as stated in section 1. ACCEPTANCE OF CONTRACT.

This warranty clause is an integral part of the overall contract and shall survive the termination or expiration of the contract for any reason.

INTELLECTUAL PROPERTY RIGHTS

The Seller retains all ownership of all intellectual property rights such as, but not limited to, copyrights, trademarks, patents, and other intellectual property rights with regard to the Product. Unless otherwise allowed the Product shall not be made available or transferred to any third party without the prior written consent of Seller. The Customer shall inform the Seller immediately about any claims pursuant to any rights of third parties which could infringe the intellectual property of the Seller. Customer shall not use the Product and the information received from Seller in any other way and for any other purpose than for the intended and agreed use. All intellectual property rights to the Software, data files and materials, including preparatory and testing materials are held exclusively by the Seller, its licensors or its suppliers. Seller grants the Customer a license to use the Software exclusively for its own and intended use. The Customer may only use the licensed software for its own company or organization and shall not use the licensed software for third parties. The Customer may never sell, rent, dispose of or grant its limited rights to the Software. The right of use only extends to the object code of the Software. The Customer’s right of use does not extend to the source code of the Software, unless expressly agreed to in writing.

In the event the Customer pays an annual licence fee. The Customer waives all rights to use of the Software if the full payment of the licence fee has not been received by the Seller within the bounds of this document and as stated on the invoice received by the Customer.

CONFIDENTIAL INFORMATION

Seller and Customer shall take appropriate measures to keep secret and confidential all information communicated to each by the other in connection with this transaction. There shall be excluded from the above limitations that part of the information which the recipient proves (a) it possessed in its own right before the other party disclosed it, (b) is in the public domain through no act or omission of the recipient, or (c) it received from another party who did not receive it from the disclosing party or from a person who was under an obligation not to disclose the same.

INDEMNITY

  • a. The Customer shall defend, indemnify and hold harmless Seller against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
  • The Customer is given prompt notice of any such claim;
  • Seller provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  • The Customer is given sole authority to defend or settle the claim.
  • b. Seller shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any copyright or database right and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  • Seller is given prompt notice of any such claim;
  • The Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Seller in the defence and settlement of such claim, at Seller’s expense; and
  • Seller is given sole authority to defend or settle the claim.
  • c. In the defence or settlement of any claim, Seller may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
  • d. In no event shall Seller, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  • a modification of the Services or Documentation by anyone other than Seller; or
  • the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Seller; or
  • the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Seller or any appropriate authority; or
  • the Customer’s breach of this agreement.
  • e. The foregoing and clause 10.c.ii state the Customer’s sole and exclusive rights and remedies, and Seller’s (including Seller’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

LIMITATION OF LIABILITY

  • a. Except as expressly and specifically provided in this agreement:
  • the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Seller shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Seller by the Customer in connection with the Services, or any actions taken by Seller at the Customer’s direction;
  • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  • the Services and the Documentation are provided to the Customer on an “as is” basis.
  • b. Nothing in this agreement excludes the liability of Seller:
  • for death or personal injury caused by Seller’s negligence; or
  • for fraud or fraudulent misrepresentation.
  • c. Subject to clause 10.a and clause 10.b:
  • Seller shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
  • Seller’s total aggregate liability to the Customer (including in respect of the indemnity at clause 9.b), in respect of all breaches of duty occurring within any contract year shall not exceed £100,000 (One hundred thousand pounds). If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Seller’s total liability for those claims shall not exceed that cap. A contract year means a 12 month period commencing on the Effective Date or any anniversary of it
  • References to liability in this clause 10 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  • Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Seller’s Intellectual Property Rights.

TERMINATION

Either Party may terminate this Sales Agreement at any time upon written notice to the other Party. Buyer will be responsible for payment of all goods and services accepted and delivered up to the date of termination. As described in the payment conditions.

DISPUTE RESOLUTION

Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in The United Kingdom (UK).

If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on English law. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the UK.

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