Quadrics - Standard Conditions for the Supply of Goods and Services

Standard Conditions for the Supply of Goods and Services

1. Interpretation

1.1 In these Conditions (as defined below) the following terms shall have the following meanings:


"Conditions"	the standard conditions for the supply of Goods and Services set out in this document and the GNU Public License and the End User License and (unless the context otherwise requires) includes any special conditions agreed in Writing by Quadrics and the Customer including, without limitation, any special conditions set out in Section 3 of the Quotation.
"Contract"	together the Quotation and these Conditions.
"Customer"	in relation to a sale of Goods or the supply of Services, the person who accepts the Quotation.
"End User License"	the user license granted by Quadrics for the software deliverables supplied under the Contract (if any) that are not supplied as "open source" software under the GNU Public License.
"Goods"	the hardware and software deliverables (including any instalment of the hardware or software or any parts for them and any instruction manual or other documentation to be supplied with them) including Third Party Goods which Quadrics is to supply in accordance with these Conditions and specified in the Quotation.
"Intellectual Property"	means patents, trade marks, trade secrets, copyright, database rights, design rights, inventions, know-how and any other industrial or intellectual property rights of any nature whatsoever, whether registered, registerable or not, in any part of the world and including all applications and the right to apply for any of the foregoing rights.
"Party"	either Quadrics or the Customer and "Parties" shall be construed accordingly.
"Performance Specification"	in relation to each Good or Goods the functionality and performance described in the Quadrics product documentation as the expected level of performance of the Good(s).
"Quadrics"	Quadrics Ltd (registered in England number 3185822) whose registered office is at One Bridewell Street, Bristol, BS1 2AA, UK.
"Quotation"	a quotation (or similar document) of Quadrics for the sale/supply of Goods and/or Services which is accepted by the Customer or purchase order (or similar document) for the supply of goods and/or services which is accepted by Quadrics.
"Services"	the technical support and installation services to be supplied by Quadrics in accordance with these Conditions and specified in the Quotation.
"Third Party Goods"	hardware and software deliverables supplied by Quadrics but not manufactured by Quadrics or Quadrics' nominated manufacturers.
"Writing"	includes fax and comparable means of communication, whether electronic or otherwise and in the case of Quadrics signed by an authorised representative.

2. Basis of the Contract

2.1 Quadrics shall supply and the Customer shall purchase the Goods and/or the Services in accordance with the Quotation, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions. In the event of inconsistency between these Conditions and any special conditions contained in the Quotation, such special conditions shall prevail. No conduct by Quadrics shall be deemed to constitute acceptance of any terms put forward by the Customer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing.
2.3 Quadrics' employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by Quadrics in Writing.
2.4 Any advice or recommendation given by Quadrics or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Quadrics is followed entirely at the Customer's own risk. Quadrics shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Quadrics shall be subject to correction without any liability on the part of Quadrics.
2.6 No development or design activities are included as part of the Services.

3. Orders and Specification

3.1 No purchase order submitted by the Customer shall be deemed to be accepted by Quadrics unless and until confirmed in Writing by Quadrics. In the case of any written quotation submitted by Quadrics, authorisation to proceed with the delivery of the Goods or the supply of Services whether verbal or in writing, shall constitute the Customer's acceptance of the Contract.
3.2 The Customer shall:
3.2.1 make full disclosure to Quadrics of all information and material that Quadrics requires to perform its obligations under the Contract;
3.2.2 ensure that such information and material is true, accurate and complete in all respects;
3.2.3 ensure that such information is provided within sufficient time to enable Quadrics to supply the Goods and/or the Services in accordance with the Contract.
3.3 The quantity, quality and description of and any specification for the Goods and/or details of the Services shall be those set out in the Quotation (or as otherwise agreed in Writing between Quadrics and the Customer).
3.4 Quadrics reserves the right to make any changes to the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by Quadrics may be cancelled by the Customer except with the agreement in Writing of Quadrics and on terms that the Customer shall indemnify Quadrics in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by Quadrics as a result of cancellation.
3.6 In the case of Third Party Goods:
3.6.1 any specifications given by Quadrics in any quotation submitted by it are stated as correctly as possible having regard to the information provided to Quadrics by the manufacturer and any photographs, descriptions, illustrations or advertising matter are based on information obtained from the manufacturer of those goods and represent generally the goods offered but shall not constitute a sale by description; and/or
3.6.2 figures relating to performance published or communicated by Quadrics are based on information obtained from the manufacturer of the Goods and experience obtained during testing by Quadrics but shall not be incorporated as a term of this contract.
4. Safety and Insurance
4.1 In the event that any representative(s) of Quadrics attends at any premises of the Customer in connection with the provision of the Services the Customer shall:
4.1.1 take all reasonable steps to ensure the health and safety of such representative; and
4.1.2 ensure that an adequate policy of insurance is in place in respect of any injury to or death of such representative(s).

4. Safety and Insurance

4.1 In the event that any representative(s) of Quadrics attends at any premises of the Customer in connection with the provision of the Services the Customer shall:
4.1.1 take all reasonable steps to ensure the health and safety of such representative; and
4.1.2 ensure that an adequate policy of insurance is in place in respect of any injury to or death of such representative(s).

5. Prices

5.1 The price of the Goods and/or Services shall be the price stated in the Quotation. Where no price is stated (or a quoted price is no longer valid) for the Goods, the price listed in Quadrics' published price list current at the date on which the Contract is made shall apply. Where no price is stated for the Services, the price shall be agreed by the parties in Writing. All prices stated in any quotation given by Quadrics, but not yet agreed by the Customer, are valid for 30 days only, after which time they may be altered by Quadrics without giving notice to the Customer.
5.2 The price of the Goods includes, where applicable, the license fee for the Customer to use the software (including, without limitation, embedded software) that forms part of the Goods.
5.3 Unless otherwise agreed in Writing with Quadrics, the Customer shall be responsible for paying all reasonable expenses that are incurred by Quadrics in the course of providing the Services (including, but not limited to, travel and subsistence), which expenses shall for the avoidance of doubt be payable in addition to the prices referred to at clause 6.2.
5.4 Quadrics reserves the right, by giving notice to the Customer at any time before delivery, to increase any prices for Goods and/or Services to reflect any increase in the cost to Quadrics which is due to:
5.4.1 any factor beyond the control of Quadrics (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture); and/or
5.4.2 any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer; and/or
5.4.3 any delay caused by any instructions of the Customer or failure of the Customer to give Quadrics adequate information or instructions.
5.5 Except as otherwise stated under the terms of any quotation or in any price list of Quadrics, and unless otherwise agreed in Writing by the Parties:
5.5.1 all prices for Goods are given by Quadrics on an "ex works" and "unpacked" basis, and where Quadrics agrees to deliver the Goods otherwise than at Quadrics' premises, the Customer shall be liable to reimburse Quadrics in respect of all costs incurred by it in relation to the transportation of the Goods to their final destination, including, but not limited to all packing freight and related shipping and carrier charges, insurance, customs clearance, payment of any taxes and duties payable on the Goods and warehousing and storage in transit; and
5.5.2 all prices and any other amounts payable by the Customer are expressed exclusive of any value added tax or other applicable sales tax and any export or import duties that are applicable.
5.6 All payments payable by the Customer under the Contract shall be made without set-off or counterclaim of any description and shall be made in the currency specified in the Quotation, or if none is so specified, in pounds sterling.

6. Terms of Payment

6.1 Subject to any special terms agreed in Writing between the Parties, Quadrics shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Quadrics shall be entitled to invoice the Customer for the price at any time after Quadrics has notified the Customer that the Goods are ready for collection or (as the case may be) Quadrics has tendered delivery of the Goods.
6.2 Quadrics shall be entitled to invoice the Customer for the price of the Services on the dates specified in the Quotation, or where no such dates are specified, on completion of the Services or monthly in arrears, whichever is the earlier.
6.3 The Customer shall pay the price of the Goods and/or Services within 30 days of the date of Quadrics' invoice, notwithstanding (in the case of the supply of Goods) 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.
6.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Quadrics, Quadrics shall be entitled to:
6.4.1 terminate the Contract or suspend any further deliveries of Goods and/or the provision of any further Services to the Customer; and/or
6.4.2 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above HSBC Bank Plc's base rate from time to time from the due date until the date of actual payment; and/or
6.4.3 at any time require the Customer to deliver up the Goods to Quadrics and, if the Customer fails to do so immediately to enter upon any premises of the Customer where the Goods are located and repossess the Goods and any costs incurred by Quadrics in obtaining and transporting the Goods to its own premises shall be paid by the Customer.

7. Testing and Quality Inspection

All Goods except Third Party Goods shall be tested prior to delivery by Quadrics to conform to published specifications. If agreed in Writing, Quadrics shall test Goods to conform to any functional and Performance Specifications agreed to in Writing between the Parties.

8. Delivery of Goods

8.1 Delivery of the Goods shall be made by the Customer collecting the Goods at Quadrics' premises (or the premises of Quadrics' nominated manufacturer) at any time after Quadrics has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Quadrics, by Quadrics delivering the Goods to that place.
8.2 Where Quadrics agrees to deliver the Goods otherwise than at Quadrics' premises, Quadrics shall be under no obligation or liability under section 32(2) of the Sale of Goods Act 1979.
8.3 Quadrics shall have no liability for any claim in respect of any damage to the Goods during transit and any loss or damage suffered by the Customer as a consequence of the Goods being damaged during transit (including, without limitation, wasted labour costs and loss of profit).
8.4 Any dates quoted for delivery of the Goods are approximate only and although Quadrics shall use its reasonable endeavours to keep to any such quoted delivery dates it shall not be liable for any failure to do so. Time for delivery shall not be of the essence unless previously agreed by Quadrics in Writing. The Goods may be delivered by Quadrics in advance of the quoted delivery date upon giving reasonable notice to the Customer.
8.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Quadrics 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.
8.6 If, notwithstanding clause 8.4, Quadrics incurs any liability for late or non-delivery of the Goods, Quadrics' 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.
8.7 If the Customer fails to take delivery of the Goods or fails to give Quadrics adequate 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 Quadrics' fault) then, without prejudice to any other right or remedy available to Quadrics, Quadrics may:
8.7.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
8.7.2 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.

9. Risk and Property in Goods

9.1 Risk of damage to or loss of the Goods shall pass to the Customer:
9.1.1 in the case of Goods to be delivered at Quadrics' premises under clause 8.1, at the time when Quadrics notifies the Customer that the Goods are available for collection; or
9.1.2 in the case of Goods to be delivered otherwise than at Quadrics' premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Quadrics has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of the Contract, the legal title to the Goods shall not pass to the Customer until Quadrics has received in cleared funds payment in full of the price of the Goods and any other sums due to Quadrics from the Customer or until the Goods are re-sold by the Customer, whichever occurs first.
9.3 Until the legal title to the Goods passes to the Customer, the Customer shall hold the Goods as Quadrics' fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Quadrics' property, but the Customer shall be entitled to resell or use the Goods in the ordinary course of its business.
9.4 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Quadrics shall be entitled at any time to require the Customer to deliver up the Goods to Quadrics and, if the Customer fails to do so immediately, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. For the purposes of this clause, the Customer hereby grants to Quadrics an irrevocable license to enter on any premises or land in the ownership or possession of the Customer where the Goods are stored in order to remove or inspect the Goods and the Customer shall fully indemnify Quadrics against all loss, damage, costs or expenses incurred by Quadrics (including those arising out any third party claims made against Quadrics) in relation to the exercise of its rights under such license.
9.5 The Customer shall not be entitled to pledge or in any way charge by way of security any of the Goods which remain the property of Quadrics, but if the Customer does so all monies owing by the Customer to Quadrics shall (without prejudice to any other right or remedy of Quadrics) forthwith become due and payable.
9.6 Quadrics shall be entitled to maintain an action for the price of the Goods, notwithstanding that the legal title to them has not passed to the Customer.

10. Warranties and Liability

10.1 The Customer acknowledges that the prices for the Goods and the Services have been determined on the basis of the following limitations and exclusions of liability. The Customer expressly agrees that these limitations are reasonable because of (amongst other things):
10.1.1 the likelihood that the damages awardable to the Customer for a breach by Quadrics of the Contract would be disproportionately greater than the value of the Contract to Quadrics; and
10.1.2 the likelihood that the Customer will be in a better position than Quadrics to insure itself in a cost effective manner against any damage flowing from any breach by Quadrics of the Contract.
10.2 Unless otherwise agreed in writing, Quadrics warrants that the Goods will correspond with their specification (as agreed in accordance with clause 3.3) at the time of delivery and will be free from defects in materials and workmanship for a period of twelve (12) months (in the case of hardware) or ninety (90) days (in the case of software), both such periods to start from the date of their initial use or the date of delivery, whichever is the earlier, provided that:
10.2.1 Quadrics shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
10.2.2 Quadrics shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, use by unauthorised or inexperienced personnel, negligence, abnormal working conditions, failure to follow Quadrics' instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without Quadrics' approval;
10.2.3 Quadrics shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
10.2.4 Quadrics shall be under no liability if the Goods are used in critical safety systems, transport or aviation applications or nuclear facilities (as this is not their intended purpose); and
10.2.5 Quadrics shall be under no liability if the Goods do not meet the Performance Specification as a result of the Customer using the Goods on inappropriate hardware. Appropriate hardware is identified in the Quadrics product documentation.
10.2.6 the above warranty does not extend to consumable items and does not apply to any instruction manuals or other documentation relating to the Goods or to any Third Party Goods in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the relevant third party to Quadrics.
10.3 Quadrics warrants to the Customer that it shall provide the Services using all reasonable care and skill and, as far as reasonably possible, in accordance with any specification agreed in accordance with clause 3.3 provided that:
10.3.1 Quadrics shall not be liable to the Customer for any loss, damage, costs, expenses or other claims for compensation arising out of or in connection with any breach by the Customer of its obligations under the Contract; and
10.3.2 any claim in respect of a breach of such warranty shall be made within twelve (12) months of the date on which the provision of the Services was completed, failing which all liability in respect of such claim shall be excluded.
10.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.5 In respect of any breach by Quadrics of the warranties given by it under clause 10.2 above, Quadrics' liability to the Customer shall be limited, at its sole discretion, to:
10.5.1 repair or replacement or remedy of the Goods (or any parts) in question (in which case Quadrics will pay all freight charges incurred by Customer in returning the Goods to Quadrics or its representative); and/or
10.5.2 repayment of the price, or a proportion of the price, attributable to the Goods in question.
10.6 In the event that Goods returned to Quadrics or its representative are found not to be covered by the terms of the warranty in clause 10.2, Quadrics will return the Goods to the Customer and Customer shall indemnify Quadrics for all its costs and expenses incurred in transporting the Goods to and from Quadrics (or its representative) and its time incurred in analysing the Goods.
10.7 Quadrics shall not be liable to the Customer by reason of any negligence or any other tortious action or any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of the Contract, for:
10.7.1 any loss of anticipated revenues; or
10.7.2 loss of profits; or
10.7.3 loss of business opportunities; or
10.7.4 loss of data; or
10.7.5 loss of goodwill; or
10.7.6 damage to reputation; or
10.7.7 any indirect, punitive, incidental, special or consequential loss or damage, costs, expenses or other such claims for compensation whatsoever;
(whether caused by the negligence of Quadrics, its employees or agents or otherwise) which arises out of or in connection with the Contract, except as expressly provided in these Conditions.
10.8 The entire liability of Quadrics in respect of any and all claims made against it by the Customer under or in connection with the Contract shall not exceed the total price payable under the Contract, except as expressly provided in these Conditions.
10.9 Notwithstanding anything to the contrary in these Conditions, Quadrics' liability to the Customer:
10.9.1 for death or personal injury caused by the negligence of Quadrics, its employees, agents or subcontractors; or
10.9.2 for damage suffered by the Customer as a result of any breach by Quadrics of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
10.9.3 for fraud (including, but not limited to, fraudulent misrepresentation), is not limited (but nothing in this clause confers any right or remedy upon the Customer to which it would not otherwise be entitled).

11. Confidential Information

11.1 Each party acknowledges and accepts that it may receive information of a confidential nature relating to the other party, its business and Customers. Each party undertakes to the other that it will use such confidential information solely for the purposes envisaged by the Contract and will not disclose the same unless:
11.1.1 the other party has consented in Writing to such disclosure; or
11.1.2 such disclosure is required by law; or
11.1.3 such information is already in the public domain, other than as a result of a breach of any obligation of confidentiality.
12. Intellectual Property and Licenses
12.1 All Intellectual Property of whatever kind in the Goods shall remain (as between Quadrics and the Customer) the absolute property of Quadrics and no rights in such Intellectual Property are granted to the Customer save for the rights set out in the End User License or the GNU Public License, as applicable.
12.2 The Customer hereby agrees that by installing or using any software supplied under the Contract, it has read, understood and accepted the terms in the End User License or the GNU Public License, as applicable.
12.3 All Intellectual Property of whatever kind in any hardware, software, materials or documentation created or developed by Quadrics in the course of providing the Services shall remain the absolute property of Quadrics.
12.4 The Customer shall at the request and expense of Quadrics sign all such documents and do all such things as are necessary to give effect to clauses 12.1, 12.2 and 12.3 above.

12. Intellectual Property and Licenses

12.1 All Intellectual Property of whatever kind in the Goods shall remain (as between Quadrics and the Customer) the absolute property of Quadrics and no rights in such Intellectual Property are granted to the Customer save for the rights set out in the End User License or the GNU Public License, as applicable.
12.2 The Customer hereby agrees that by installing or using any software supplied under the Contract, it has read, understood and accepted the terms in the End User License or the GNU Public License, as applicable.
12.3 All Intellectual Property of whatever kind in any hardware, software, materials or documentation created or developed by Quadrics in the course of providing the Services shall remain the absolute property of Quadrics.
12.4 The Customer shall at the request and expense of Quadrics sign all such documents and do all such things as are necessary to give effect to clauses 12.1, 12.2 and 12.3 above.

13. Force Majeure

13.1 Quadrics 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 Quadrics' obligations in relation to the Goods, if the delay or failure was due to any cause beyond Quadrics' reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Quadrics' reasonable control:
13.1.1 Act of God, explosion, flood, tempest, fire or accident;
13.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
13.1.3 acts, restrictions, regulations, bye-law, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
13.1.4 import or export regulations or embargoes;
13.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Quadrics or of a third party);
13.1.6 severe difficulties in obtaining raw materials, labour, fuel, parts or machinery;
13.1.7 power failure or breakdown in machinery.
13.2 Provided that if any such cause shall delay or prevent the due performance by Quadrics of the Contract for more than 90 days, Quadrics shall so notify the Customer in writing and the Customer may, within 7 days of such written notification, cancel the part of the Contract which has been affected by such delay or failure of performance.

14. Termination

14.1 This clause applies if:
14.1.1 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
14.1.2 an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer; or
14.1.3 anything analogous to any of the foregoing occurs to the Customer under the law of any jurisdiction; or
14.1.4 the Customer ceases, or threatens to cease, to carry on business; or
14.1.5 Quadrics reasonably believes that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; and/or
14.1.6 the Customer commits any material breach of any of the provisions of the Contract and in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
14.2 If this clause applies then, without prejudice to any other right or remedy available to Quadrics:
14.2.1 Quadrics shall be entitled to cancel the Contract or suspend any further deliveries of Goods or any further provision of Services without any liability to the Customer;
14.2.2 if any of the Goods have been delivered or any of the Services provided, but not paid for, the price payable by the Customer under the Contract shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; and
14.2.3 the Customer shall indemnify Quadrics against any commitments, liabilities or expenditure that Quadrics had to undertake for the purpose of this Contract prior to termination and that cannot be cancelled.

15. Notices

15.1 Any notice or consent required or permitted under the Contract shall be in Writing and shall be sent by first class post, hand delivery or fax.
15.2 Subject to clause 15.3 below any such notice consent or other document shall be deemed to have been duly received:
15.2.1 If despatched by fax - 24 hours from the time of the despatch; or
15.2.2 If despatched by prepaid post - 3 days from the time of posting to the relevant party; or
15.2.3 If despatched by hand delivery - at time of actual delivery.
15.3 Unless otherwise notified in Writing for the purpose of this clause the postal addresses and fax numbers of the parties are those relating to its registered office or principal place of business or such other details as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
15.4 In proving service by post it will be sufficient unless any relevant part of the postal service is affected by industrial action to prove that the envelope containing the notice was duly stamped addressed and posted to the addresses specified in clause 15.3 above. In proving service by fax it shall be sufficient to prove that it was properly addressed and dispatched to the numbers or address specified in clause 15.3 above.
16. Acting through Group Companies
Quadrics shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under these Conditions through any company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Contract be deemed to be the act or omission of Quadrics.

16. Acting through Group Companies

Quadrics shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under these Conditions through any company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Contract be deemed to be the act or omission of Quadrics.

17. Assigning the Contract

17. Assigning the Contract
The Customer shall not be entitled to assign any of its rights under the Contract without the prior written consent of Quadrics such consent not to be unreasonably withheld or delayed. Quadrics may assign any of its rights and obligations under the Contract without the consent of the Customer.

18. United Nations Conventions on Contracts for the International Sale of Goods

The parties expressly exclude, if applicable, the application of the United Nations Conventions on Contracts for the International Sale of Goods.

19. Export Control

The Goods supplied under this Agreement are subject to United Kingdom export control laws and the associated regulations, and may be subject to export and import regulations in other countries. The Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain and will so obtain such licenses to export, re-export or import such Goods as may be required by the United Kingdom or foreign jurisdiction. The Customer and Quadrics agree to co-operate with each other, including without limitation, providing required documentation and information, in order to obtain the necessary government authorisations prior to any export of Goods under this Agreement.

20. Waiver of Rights and Remedies

No delay or failure on the part of any party in enforcing any provision in the Contract shall be deemed to be a waiver or create a precedent or in any way prejudice any party's rights under the Contract. The rights and remedies provided in the Contract are cumulative and are non exclusive of any rights or remedies provided by law.

21. Severability

If any provision of these Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

22. Entire Agreement

The Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of the Contract shall supersede any previous agreements.

23. Third Parties

For the avoidance of doubt, nothing in this Contract is intended to confer on any third party any benefit or the right to enforce any term of the Contract.

24. Governing Law and Jurisdiction

The Contract shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts, provided always that Quadrics may issue proceedings against the Customer in any jurisdiction, such provision being for the sole benefit of Quadrics.

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