RadioCAD Standard Terms & Conditions of Sale
1 Definitions: ‘the customer’ refers to the company or individual to whom this quotation is addressed. ‘RadioCAD’ refers to RadioCAD Limited of 44 Frodsham Street, Marfleet, Hull, HU9 5QU – registered in England number 4695029.
2 Commencement: Any quotation attached represents a contract between RadioCAD and the customer only on receipt of written or oral acceptance from the customer within the specified validity period or 30 days from the date of quotation if no validity period has been specified.
3 Termination: this contract terminates on receipt of full payment from the customer or on completion of the specified services by RadioCAD whichever is the latter, unless it is terminated prematurely under the circumstances set-out below.
3.1 The customer may terminate the contract giving 14 days written notice. In such an event RadioCAD reserve the right to invoice for time and materials used on the project up to but not exceeding the total value quoted herein.
3.2 RadioCAD reserved the right to terminate the contract giving 14 days written notice if the customer fails to provide satisfactory assistance in a timely manner during the life of the contract or otherwise obstructs RadioCAD in executing the stated service. RadioCAD may, at their discretion, invoice for time and materials used on the project up to but not exceeding the total value quoted herein.
3.3 RadioCAD reserve the right to terminate this contract if the customer fails to pay any sum due within the specified period and that sum is still not paid in full within 14 days of RadioCAD issuing written notice that it is overdue.
3.4 RadioCAD reserve the right to terminate this contract if the customer breaches any of the terms and conditions herein and is able to remedy that breach but does not remedy it within 14 days of RadioCAD issuing written notice that it holds the customer in breach.
3.5 RadioCAD reserve the right to terminate this contract without notice if the customer has bankruptcy or insolvency proceedings or equivalent provisions in any country outside England and Wales brought against him or goes into liquidation or make an arrangement with his creditors or has a receiver or administrator appointed.
4 The Service: RadioCAD will perform the service stated in the quotation against the standards and specifications stated in the quotation only. No additional services peripheral to those stated or any business expenses connected with such are being offered or accepted by RadioCAD.
4.1 RadioCAD reserves the right to vary the price and /or terms of this quotation if it is a fixed price quotation and the material assumptions made in producing the quotation alter significantly before or during the lifetime of the contract or it is subsequently discovered that information supplied by the customer is inaccurate.
5 Payment: the customer agrees to pay RadioCAD promptly for the service rendered. RadioCAD will invoice against the schedule set-out in the quotation or on completion of the quoted service if no invoice schedule has been set-out. The price quoted excludes VAT and all other applicable taxes which will be added to each invoice. If the customer does not pay any invoice when it is due RadioCAD may at there discretion withhold further services and /or deliveries and /or levy interest charges at a rate of 4% above the current bank base lending rate and /or terminate the contract under clause 3.3 herein.
6 Warranty: RadioCAD will perform the stated service professionally and to a high standard of workmanship. Further than this and to the extent permitted by English law RadioCAD offer no warranties either express or implied except where explicitly stated in this quotation.
7 IPR: any and all intellectual Property Rights (IPR) vested in RadioCAD and the customer including inventions and copyrights made or held by either party before this contract remain the sole property of their respective owners and are not transferred implicitly or explicitly between the parties.
7.1 Prototypes, samples, drawings, documents, specifications, computer programs and other technical documentation generated as part of this contract become the property of the customer only when all invoices have been paid in full.
7.2 RadioCAD shall grant to customer an irrevocable, transferable, non-exclusive license to all inventions owned by RadioCAD before this contract, or made by RadioCAD during this contract and resulting from the work undertaken, to the extent necessary for customer and customer’s clients to fully utilise the products and services supplied by RadioCAD.
8 Confidentiality: RadioCAD and customer agree to keep confidential, and to use only to perform the stated service, and not to disclose to a third party all information supplied to one party by the other, both prior to and during the life of the contract and for a period of five (5) years thereafter. This obligation does not extend to (A) information that is or becomes public knowledge other than by breach of this contract, (B) already known to RadioCAD prior to disclosure, (C) discovered independently by an employee of RadioCAD to whom no disclosure of information has been made.
9 Negligence: RadioCAD’s liability to the customer will not exceed the value of this contract, excluding any liability for death or personal injury or damage to customer property caused by RadioCAD’s negligence.
10 Customer Equipment: except in case of RadioCAD’s negligence RadioCAD will not be responsible for loss or damage of customer supplied equipment. Customers loaning valuable equipment must inform RadioCAD prior to delivery of such equipment of its replacement value so that appropriate insurance can be obtained. RadioCAD reserve the right to pass on insurance premiums to the customer.
11 Force Majeure: RadioCAD will not be liable for any delay or non-performance or consequential loss caused by things beyond RadioCAD’s reasonable control. These include: Acts of God, civil disorder, war or military operations, national or local emergencies, acts or omissions of government, industrial disputes of any kind, fire, lightning, explosion, flood, subsidence, exceptional weather, power failures or shortages, acts or omissions of other bodies for whom RadioCAD are not responsible.
12 Entire Agreement: This quotation and these terms and conditions forms the basis of contract. They supersede and replace any other terms and conditions or understandings between the customer and RadioCAD. No further obligation, representation, undertaking or promise shall be deemed to have been given or implied from anything said or written in negotiations between the customer and RadioCAD.
13 Variation: The terms and conditions herein cannot be varied without the prior, properly authorised, written consent of both parties.
14 Assignment: Except in clause 7.2, neither party may transfer or assign any of its respective rights or obligations without the prior, properly authorised, written consent of the other party.
15 Severability: If any part of these terms and conditions is or becomes illegal or invalid or unenforceable under English law the remaining parts shall not be affected and shall remain in force.
16 Waiver: The failure of either party to strictly enforce any of the terms and conditions herein shall not be construed as a waiver of the right to enforce or demand strict performance of such thereafter.
17 Law: The construction, validity and performance of this contract shall be governed by English Law. Both parties agree to submit to the jurisdiction of the English courts.