2. These terms and conditions shall apply to all contracts made between the Company and the Customer, whether written or oral, and whether expressly mentioned or not, save that contracts made after the Company has notified the Customer of the issue of a later edition shall be subject to such later edition.
3. These terms and conditions shall apply to the Contract save so far as varied by or inconsistent with any Special Condition. No other terms or conditions shall have any effect whatsoever and if after the existence of these terms and conditions has become known to the Customer, the Customer makes or gives to the Company any conditional offer order or acceptance, the Company shall have the right (but shall not be bound) to treat the same as unconditional either in whole or in part, as it shall in its absolute discretion think fit.
4. The Customer shall have no right to modify cancel or change the delivery date applicable to the Contract without prior written consent of the Company.
5. Neither the Contract nor any document forming part of the Contract shall be binding on the Company unless it has been accepted by the Company under the signature of one of its Directors or other authorised signatory save that the Company may at its discretion accept any order placed by the Customer by taking any step to fulfil such order in which case the taking of such step shall be deemed to be sufficient acceptance of the order by the Company but with the right of the Customer at any time after submitting its order to the Company to request the Company to give written acceptance of such order within fourteen days after such request and to treat the order as being refused by the Company if written confirmation of acceptance by the Company is not given within such time.
6. No quotation or estimate given by the Company shall be deemed to be an offer by the Company unless expressed to be a “fixed quotation” and valid until a given date in which case it shall be open to acceptance by the Customer but only by written acceptance delivered to the Company by such date.
7. The headings appearing in these terms and conditions are for guidance only and shall not in any way be deemed to affect or prejudice the interpretation or effect thereof save that those which appear under the heading “Special Software” shall only apply to the Special Software (if any) covered by the Contract and those which appear under the heading “Installation” shall only apply if the Contract provides for installation of the Goods by the Company.
8. It is intended that these terms and conditions and any Special Conditions shall be reasonable as between the Company and the Customer having regard to the nature of the Contract ;but if at any time any of them is either unenforceable or void at law it shall not adversely affect or prejudice the remainder of them or the Contract and it shall be deemed to be excluded from these terms and conditions and (where possible) to be replaced by such other enforceable and valid term or condition as shall be as near as may be to the original in both form and effect. Price
9. Unless the Customer accepts a “fixed quotation” as mentioned above or unless the part of the Contract signed on behalf of the Company states that the price is fixed, the Company reserves the right to increase any price in accordance with its Standard Charges at the date of delivery to the Customer.
10. A “fixed quotation” takes into account freight rates, currency exchange rates, import and other duties and taxes of whatsoever kind (other than VAT) deemed by the Company to be applicable at the date of the Contract. It may be adjusted in accordance with the amount of any charges beyond the control of the Company in such rates, duties or taxes payable or collectable by the Company including those payable by the Company in obtaining a supply from overseas but if so requested by the Customer the Company shall produce proof of such charges to the Customer.
11. The Customer shall pay VAT on any sum payable to the Company to which it applies at the prevailing rate at the appropriate time.
12. For the purposes of the remainder of these terms and conditions “the price” shall be deemed to be the basic price payable by the Customer plus the amount of any such charges as aforesaid and VAT.
13. Unless otherwise expressly agreed the price does not include installation, operator training, travelling or hotel expenses and if any such are provided or carried out by the Company the Customer shall pay the Company its Standard Charges for them.
14. Save where installation is to be carried out by the Company, the Customer will pay the Company any delivery charges incurred by the Company if the Company arranges for delivery to or on behalf of the Customer.