Terms and conditions

TERMS AND CONDITIONS OF BUSINESS

1. DEFINITIONS AND EFFECT OF CONDITIONS

(a) The Company means SWIFTescrow Limited

(b) These Conditions shall apply to and be incorporated into every agreement between SWIFTescrow Limited and any person, firm or company ("The Customer") under which the Company supplies goods or services at the request of the Customer.

(d) These Conditions shall take precedence overall and not be varied without the written consent of a director of the Company.

2. DELIVERY

(a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence.

(b) Delivery of the goods to the Customer's address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the Customer.

(c) The Company shall be entitled to make partial deliveries or deliveries by installments and these conditions shall apply to each partial delivery.

3. PRICE

(a) Unless otherwise stated any prices quoted by the Company are:

(i) exclusive of value added tax and any other tax

(ii) exclusive of carriage, packing, installation and insurance.

and the Company shall charge extra in respect of the above items.

4.PAYMENT

(a) The price is payable on demand but in any case must not be paid later than 14 days from date of invoice.

(b) The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.

(c) Where payment is not made in accordance with the terms of paragraph (a) hereof the Customer shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank PLC base rate for the time being in force calculated on a daily basis.

(d) No cash or other discount is allowed unless agreed in writing.

5.PASSING AND RESERVATION OF TITLE

(a) The risk in the goods shall pass to the customer on delivery but the ownership and property in the goods shall remain in the Company until full payment has been received. Until such payment the Customer shall not sell or attempt to sell the goods. If the Customer nevertheless does purport to sell the goods then without prejudice to any other right or remedy available to the Company the beneficial entitlement of the Company shall attach to the proceeds of such sale or the claim for such proceeds.

(b) As long as the property in the goods remains in the Company, the Company shall have the right, without prejudice to the obligation of the Customer to pay the price, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Customer)

6. GUARANTEE

In respect of goods the subject matter of any warranty or guarantee given by the manufacturers of the same, the Company guarantee to the Customer that such goods will be free from defects caused by faulty materials or poor workmanship for the period of the guarantee or warranty given by the manufacturers. Under this warranty the Company will, at its option, either repair or give a replacement of equivalent quality or issue credit to the Customer for any goods found to be defective because of faulty maintenance by the Company or poor workmanship provided that

(a) The Company is notified in writing within 7 days of the Customer first discovering any such defects and in any event during the currency of such manufacturers warranty or guarantee;

(b) The defective goods are returned to the Company at the Customer's expense;

(c) Examination by the Company of such goods discloses to its satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage installation or handling or by repair or alteration not effected by the Company and;

(d) The Customer shall pay to the Company the cost (as certified by the Company) of any examination of such goods as a result of which the Company denies liability.

7. EXCLUSION OF LIABILITY

(a) Except where provided otherwise in these Conditions, the Company shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or with default of the Company or its servants or agents arising out of or in connection with the goods and services. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.

(b) In any event the Company's liability shall be limited to direct loss and shall not include indirect or consequential loss.

(c) The Company shall not be liable for the loss of or damage to software programs or data during repair or upgrade of any goods whether or not the same are under warranty.

8. RETURNED GOODS AND CANCELLATIONS

The Customer shall not return goods or cancel orders without the Company's previous consent. Such consent will not be given where goods have been specially purchased by the Company to meet the Customer's requirements. If the Company gives such consent, it reserves the right to make a cancellation charge.

9. COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS

(a) The Customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the goods to not pass to the Customer.

(b) The Customer agrees to indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of work done in accordance with the Customer's specification which involve infringement of any patent or other proprietary right.

10. SUB-CONTRACTING

The Company reserves the right to sub-contract any part of any work or supply of any goods of services.

11. ASSIGNMENT

The benefit of this agreement may be assigned in whole or in part by the Company without the prior written consent of the Customer.

The Customer shall not assign or transfer or purport to assign or transfer the agreement or the benefit thereof to any other person.

12. HEADINGS

The heading of these conditions are for convenience only and shall have no effect on the interpretation thereof.

13. TERMINATION

The Company shall be entitled by notice in writing summarily to determine any agreement without prejudice to any claim or right the Company may otherwise make or exercise where;

(a) The Customer is in breach of any term, condition or provision of this agreement or required by law;

(b) The Customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the Customer shall be presented or if a receiver is appointed of the Customer's undertaking property or assets or if a distress shall be levied upon any of the Customer's property or if the Customer shall commit any act of bankruptcy.

14. JURISDICTION

The agreement shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.