TERMS AND CONDITIONS OF BUSINESS
DAVID GREEN

1. Interpretation
   
   1.1 In these Conditions:-
   
   "COMPANY" means David Green
   "CUSTOMER" means any individual, firm, company or other with whom the Company contracts.
   "CONTRACT" means the agreement (Order placed by the Customer and accepted by the Company) between the Company and the Customer to which these terms and conditions of business shall apply unless agreed in writing between the parties.
   "GOODS" means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with these Conditions
   "CONDITIONS" means the standard terms and conditions of business set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.
   "ORDER" means an offer made by the Customer to the Company in writing accepting the Tender given by the Company.
   "SERVICES" means the services which the Company is to provide in accordance with these Conditions
   "TENDER" means any quotation or estimate given by the Company to the Customer inviting the Customer to make an Order within 30 days commencing with the date of the Tender.
   "WRITING" includes telex, cable, facsimile transmission and comparable means of communication.
   
   1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-amended or extended at the relevant time.
   
   1.3 Unless the context requires otherwise, references to a clause are references to a clause of these Conditions.
   
   1.4 "the Parties" or "Party" means the Company and/or the Customer only;
   
   1.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.
   
   
2. Basis of the Sale
   
   
   2.1 All Tenders shall be invitations to treat and no Contract shall be or be deemed to have been made by the Customer's Order in respect of a Tender by the Company or otherwise until it has been accepted in writing by the authorised representative(s) of the Company.
   
   2.2 Any Contract between the Company and the Customer shall incorporate and be subject to these Conditions regardless of any other terms and conditions prevailing in any previous dealing or transaction between the Parties and to the exclusion of any other terms and conditions subject to which any Tender is accepted or purported to be accepted, or any Order is made or purported to be made, by the Customer.
   
   2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative(s) of the Company and the Customer.
   
   2.4 The Company's employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by the Company in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
   
   2.5 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the application or use of the Goods or the Services which is not confirmed in Writing by the Company is followed or acted upon 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.
   
   2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of Offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
   
   
3. Orders and Specifications
   
   
   3.1 The quantity, quality and description of and any specification for the Goods or the Services shall be those set out in the Company's Tender (if accepted by the Customer) or by the Customer's Order (if accepted by the Company).
   
   3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information in Writing relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
   
   3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Customer's specification.
   
   3.4 The Company reserves the right to make any changes in the specification of the Goods or the Services which are required to conform with any applicable statutory or European Union requirements or, where the Goods or the Services are to be supplied or provided to the Company's specification, which do not materially affect their quality or performance.
   
   3.5 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
   
   
4. Price of the Goods or the Services
   
   
   4.1 The price of the Goods or the Services shall be the price quoted in the Tender or as otherwise agreed in Writing between the Customer and the Company. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
   
   4.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, significant increase in the costs of labour, materials, charge imposed by any government authority or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
   
   4.3 Except as otherwise stated under the terms of any Tender or unless otherwise agreed in Writing between the Customer and the Company, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods or provide the Services otherwise than at the Company's premises, the Customer shall be liable to pay the Company's any charges for transport, packaging and insurance.
   
   4.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
   
   
5. Terms of Payment
   
   
   5.1 Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods or the Services on or at any time after delivery of the Goods or provision of the Services, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
   
   5.2 The Customer shall pay the price of the Goods or the Services and any other cost or expense provided for in clause 4.3 and clause 4.4, without any other deduction, within 30 days of the date of the Company's invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
   
   5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
   
   5.3.1 cancel the Contract or any other Contract between the Parties; and, or
   5.3.2 suspend further performance of the Contract pending payment;
   5.3.3 appropriate any payment made by the Customer to such of the Goods or the Services (or the Goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
   5.3.4 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of Four per centum (4%) above the base rate of Lloyds TSB Bank PLC (or any successor bank or any other United Kingdom clearing Bank) from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
   
   5.4 Unless otherwise agreed in Writing the Customer shall not be entitled to set off against any moneys due to the Company under the Contract any amount claimed by or due to the Customer from the Company whether pursuant to the Contract or on any other account whatsoever.
   
   
6. Delivery of the Goods
   
   
   6.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company in Writing, by the Company delivering the Goods to that place.
   
   6.1.1 Where goods comprise (in whole or in part) computer software and/or images and/or computer data of whatosever description then the Customer shall prior to delivery give to the company such usernames and/or passwords and/or permissions and/or such other electronic/physical facilities so as to allow the Company to deliver such Goods by any agreed electronic/computer/mechanical methods to the Customer.
   
   6.1.2 If the Customer does not give to the Company the information and/or facilities referred to in clause 6.1.1 above then the Company shall not e deemed to have failed to deliver the Goods to the Customer or to meet any previously agreed delivery time and/or date.
   
   6.1.3 If the Customer fails to comply with clause 6.1.1 above despite two separate reminders from the Company then (unless such failure is due to factors beyond the Customer’s reasonable control) the Customer shall be deemed to have refused delivery of the Goods and the Company can then terminate the Contract and retain the Goods whereupon the Customer shall immediately pay the Company for the price of the Goods.
   
   6.1.4 If the Customer’s failure to comply with Clause 6.1.1 above is due to failures beyond the Customer’s reasonable control then delivery of the Goods will be deemed to have occurred when the Company delivers such Goods to the Customer at the Customer’s Registered Office or other place of business in such alternative medium as the Company shall relent
   
   6.2 Unless otherwise agreed by the Company in Writing, where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Company shall be under no obligation under Section 32(2) of the Sale of Goods Act 1979.
   
   6.3 The Company will use its reasonable endeavours to comply with any date or dates for despatch or delivery of the Goods as stated in the Contract. Notwithstanding the aforesaid, time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing and any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any loss by any delay in delivery of the Goods however caused.
   
   6.4 The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
   
   6.5 Unless previously agreed by the Parties in Writing, the Company reserves the right to make delivery of the Goods in instalments.
   
   6.6 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract to which these Conditions shall apply and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
   
   6.7 If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company's reasonable control or the Customer's fault, and the Company is accordingly liable to the Customer, the Company's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
   
   6.8 If the Customer fails to take delivery of the Goods or fails to give the Company delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:-
   
   6.8.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
   6.8.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
   
   
7. Risk and Property
   
   
   7.1 Risk of damage to or loss of the Goods shall pass to the Customer:-
   
   7.1.1 in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
   
   7.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
   
   7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
   
   7.3 Until such time as the property in the Goods passes to the Customer, the Customer:
   
   7.3.1 shall hold the Goods as the Company's fiduciary agent and bailee; and
   7.3.2 shall keep the Company fully indemnified in respect of any loss or damage to the Goods; and
   7.3.3 shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property,
   7.3.4 shall not be entitled to resell or use the Goods in the ordinary course of its business.
   
   7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold by way of a bona fide sale at full value), the Company shall be entitled at any time to require the Customer to deliver up all copies and/or versions and/or parts and/or routines of the Goods to the Company and to expressly warrant to the Company that all copies and/or versions and/or parts and/or routines have been so delivered up and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
   
   7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
   
   
8. Warranties
   
   
   8.1 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 10 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 8.2 Notwithstanding the aforesaid, in no event shall the Customer be entitled to reject the Goods or any computer hardware used by the Customer in connection with the Goods
   
   8.2.1 on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them,
   
   8.2.2 on the basis of any defect in the Goods arising from any drawing, design or specification supplied by the Customer or any computer hardware used by the Customer in connection with the Goods
   
   8.3 The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
   
   8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to repair or replace the Goods (or the part in question) free of charge subject to the Customer providing the Company with the information and/or facilities referred to in Clause 6.1.1 above or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
   
   8.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer or the provision of the Services and the Customer hereby indemnifies the Company against such loss or damage or costs or expenses or other claims and the and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods or the Services, except as expressly provided in these Conditions.
   
   8.6 Subject as expressly provided in these Conditions, and except where the Goods are sold or the Services are provided to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
   
   8.7 Where the Goods are sold or the Services are provided under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.
   
   8.8 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods or the Services, if the delay of failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:-
   
   8.8.1 Act of God, explosion, flood, tempest, fire or accident;
   8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
   8.8.3 acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority;
   8.8.4 import regulations or embargoes;
   8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
   8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
   8.8.7 power failure or breakdown in machinery.
   
   8.9 In the event of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods or the Services, for a period in excess of 3 consecutive calendar months, either Party shall be entitled by notice in writing to the other to cancel the contract.
   
   8.10 If the Contract is cancelled in this way, the Company shall refund any payment to the Customer which the Customer has already made on account of the price (subject to deduction of any amount which the Company is entitled to claim from the customer) but the Company accepts no liability to compensate the Customer for any further loss or damage caused by the failure to deliver.
   
   
9. Drawings and Specifications
   
   
   9.1 Unless expressly stated in the Contract any figures or statements therein or in the Company's catalogues, sales literature or in any relevant drawings or other documents supplied by the Company as to the performance of Goods are not binding as to detail.
   9.2 The Company gives no guarantee or representation that the Goods or the Services will in all cases be identical with the illustrations weights and dimensions specified in such catalogues and literature drawings or other documents due to improvements and modifications to the Goods or their specification that may be made from time to time.
   9.3 In the event of any material alterations to any specification relating to the Goods or the Services being agreed by the Customer and the Company then such material alterations shall be recorded in writing and such record shall be signed by both the Customer and the Company.
   
   
10. Property belonging to the Customer
    
    
    10.1 The Customer warrants that he is either the owner or agent of the owner of the property supplied by, through or on behalf of the Customer for use by the Company in or in connection with the Services and that such property is of sound construction and fit and proper for such use.
    
    10.2 The Customer accepts that the Company is under no obligation to monitor or approve information or third party information and that the Company does not examine the use to which the Customer puts the services.
    
    10.3 The Company excludes all liability of any kind for any material sold or otherwise made available by means of the services comprising information or third party information and is not responsible for the proving or delivery of any Goods and Services (including information) advertised.
    
    10.4 All such property and such other property as may be added to or incorporated in the Services by or under the arrangements of the Customer shall be and remain at the risk of the Customer and the Customer shall hold the Company harmless from and indemnified against claims in respect of loss or destruction of or damage to such property or other property whether or not there be any negligence by the Company its employees agents or sub-contractors.
    
    10.5 If the Services are to be performed in part in premises or on property belonging to or for which the Customer is responsible the Customer shall effect all necessary insurances of such premises or property and hold the Company harmless from and indemnified against loss or destruction of or damage to such premises or property however caused and whether or not there be any negligence by the Company its employees agents or sub-contractors.
    
    10.6 If such property and such other property come into the possession or under the control of the Company in the provision of the Services the Customer appoints the Company as its Attorney for the purpose of storing and selling such property and such other property in the event that the Customer fails to instruct the Company as to the disposal of such property and such other property within thirty (30) days of such property and such other property coming into the possession or under the control of the Company and after such sale to pay to the Customer or to hold to the Customer's order the sale proceeds less the Company's costs of storage and sale and all other monies due and owing by the Customer to the Company.
    
    10.7 The Power of Attorney contained in clause 10.6 above is given by way of security to secure the performance of an obligation owed to the Company and the Customer declares that this Power of Attorney is irrevocable.
    
    
11. Insolvency of Customer and Breach Of Contract
    
    
    11.1 This clause applies if:-
    
    11.1.1 the Customer shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of 7 days from receipt of notice in writing from the Company requesting such breach to be remedied; or
    
    11.1.2 the Customer makes any voluntary arrangement with its creditors (or being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
    
    11.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
    
    11.1.4 the Customer ceases, or threatens to cease, to carry on business; or
    
    11.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
    
    11.2 If this clause applies then, without prejudice to any other right or remedy available to the Company and without any liability to the Customer, the Company shall be entitled forthwith:
    
    11.2.1 to suspend any further performance of the Contract and any other contract between the Company and the Customer until the default has been made good; or
    
    11.2.2 to cancel the Contract.
    
    11.3 In either event:
    
    11.3.1 if the Goods have been delivered or the Services have been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; and
    
    11.3.2 the Customer shall indemnify the Company against any resulting loss, damage or expense incurred by the Company in connection with the Customer's non-performance and/or breach of the Contract.
    
    
12. Intellectual Property Rights
    
    
    The customer agrees with the Company that the Company shall retain all intellectual property rights of whatsoever nature and whether past or present or future in or on the goods and the services and the Company hereby licenses the customer on a non-exclusive basis to use or alter or modify the goods and the services PROVIDED THAT the Customer does not re-sell or distribute the goods and services in any way or by any means.
    
    
13. Unfair Contract Terms
    
    
    In so far as Goods are sold or the Services are provided to a person dealing as a consumer (within the meaning of the Unfair Terms in Consumer Contracts Regulations 1994) these Conditions are considered by the Company to be fair and reasonable, but if the Customer considers any of them to be unreasonable in whole or in part it must inform the Company in writing before any contract is made otherwise the Customer will be deemed to have accepted that they are reasonable.
    
    
14. Assignment
    
    
    14.1 The Customer shall not assign the benefit of the Contract without the prior consent of the Company in Writing.
    
    
15. Notice
    
    
    Any notice required or permitted to be given by either Party to the other under these Conditions shall be in Writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.
    
    
16. Waiver
    
    
    The rights and remedies of the Company under this Contract or in law shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by the failure of or delay by the Company in asserting or exercising any such rights or remedies.
    
    
17. Severability
    
    
    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
    
    
18. Law and Jurisdiction and Arbitration
    
    
    The Contract shall be governed by the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
    18.2 In the event of any dispute between the Company and the Customer concerning these terms and conditions and/or the Contract the Company and the Customer hereby agree to such dispute being referred to an arbitrator to be appointed on the application of either party by the Institute of Arbitrators and such arbitration shall be conducted in accordance with the Arbitration Act 1996.
    

David Green

t. +44 (0)207 617 7798
e. dg@dggreen.co.uk
skype. davidggreen