1.1

In these terms and conditions the following words have the meanings given:-

"Business Day" means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland;

"Contract" means a contract for the purchase by the Customer of Products or Services from Impact Technology UK Ltd incorporating these terms and conditions and arising from the acceptance by Impact Technology UK Ltd of an Order;

"Customer" means the person, firm or company ordering Products or Services;

"Default" shall mean any breach by either party of its obligations under a Contract, any default, act, omission, negligence or statement by either party, its employees, agents or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable;

"Impact Technology UK Ltd"  means Impact Technology UK Ltd , Impact, or any such other business Impact Technology UK Ltd may appoint as sub-contractor to provide the Services to the Customer;

"Intellectual Property Rights"  means copyright, patent, trademark, service marks, registered designs, sui generis rights, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing;

"Licence Agreement"  means any licence agreement relating to use of the Software;

"Order" means any written order for Products, or Products and Services, received by Impact Technology UK Ltd from the Customer;

"Services" means any services not limited to consultancy and development provided by Impact Technology UK Ltd either as main contractor  or sub-contractor of the Customer to end-users of Products in conjunction with the supply of Products and Services;

"Software"   means any computer software supplied by Impact Technology UK Ltd, whether embodied in ROM, RAM, firmware or on disk, tape or other media.

"Confidential Information" all information of whatsoever nature (whether oral, written or in any other form) containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature or in the nature of intellectual property of any kind or in the nature of Specifications and relating either to the Products, the Seller or the Buyer (as the case may be);

"Delivery Address" the address for delivery of the Products as stated on the Purchase Order;

"Price" the price payable for the Products as specified in the Purchase Order and payable in accordance with the terms of this Agreement;

"Products" such products to be sold by the Seller to the Buyer as may be determined from time to time by the Seller and Buyer;

"Purchase Order" the Buyer's purchase order, order acknowledgement, for the Products;

"Specifications" any plans, drawings, data or other information relating to the Products;

1.2

All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.

1.3

Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated.

1.4

The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions.

1.5

Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2.1

All Orders submitted by the Customer to Impact Technology UK Ltd and accepted by Impact Technology UK Ltd shall be subject to these following terms and conditions which shall form part of and govern any Contract.

2.2

Acceptance by the Customer of any estimate or quotation for Products and/or Services issued by Impact Technology UK Ltd shall be deemed to be acceptance of these terms and conditions.

2.3

Any terms and conditions appearing in any Order or other document whatsoever issued by the Customer shall be void and of no effect and these terms and conditions shall override any previous agreements relating to the provision of Products or Services between the parties.

2.4

No waiver of or amendment to these terms and conditions shall be effective unless made in writing and signed by a director of Impact Technology UK Ltd. Purported amendments by E-Mail or telephone will not be effective.

2.5

The Contract contains the entire agreement of the parties in relation to the supply of Products or Services by Impact Technology UK Ltd to the Customer and the Customer irrevocably waives any right it might have to claim for damages and/or to rescind a Contract because of any misrepresentation by Impact Technology UK Ltd (unless such misrepresentation was made fraudulently) or any warranty not contained in the Contract.

3.1

All prices for Products or Services stated in any quote, estimate or acceptance of Order are those current at the time of the Customer's enquiry.

3.2

The price payable by the Customer for Products or Services will be the price as quoted in the Purchase Order and unless otherwise agreed in writing will be:
(a) exclusive of Value Added Tax or other applicable sales tax whether in substitution or in addition which shall be paid by the Customer at the rate from time to time in force.
(b) exclusive of Impact Technology UK Ltd€™s charges for delivery, handling or Services which will be added to Impact Technology UK Ltd's invoice for the Products.

3.3

Impact Technology UK Ltd will be entitled to increase the Price (whether on account of increased material, labour or otherwise) where the specification has been varied by the customer.  

3.4

Impact Technology UK Ltd will not increase the price of any product after acceptance of the order where the product is available from stock, irrespective of any price changes from the manufacturer.

4.1

Impact Technology UK Ltd may at its discretion offer credit terms to the Customer subject to the status of the Customer and completion by the Customer of a credit application form supplied by Impact Technology UK Ltd . Such credit terms shall be determined by Impact Technology UK Ltd and confirmed in writing with the Customer. Such credit terms may be withdrawn by Impact at its sole discretion.

4.2

Unless and until credit terms are granted, the Customer will pay for any Products or Services on a "cash with order" basis in which case the Customer should allow at least three (3) Business Days for the payment to be credited to Impact Technology UK Ltd€™s account. Impact Technology UK Ltd reserves the right not to release any Products or provide any Services until all such payments are cleared and credited to Impact Technology UK Ltd€™s bank account.

4.3

Where credit terms are granted, and unless other terms are granted in writing, the Customer will pay no later than 30 days following the date of Impact Technology UK Ltd€™s invoice and Impact Technology UK Ltd reserves the right to suspend deliveries where payment is delayed.

4.4

Where Credit terms are granted, no amendments will be effective unless made in writing by the Credit Manager. Purported Amendments by E-Mail or telephone will not be effective.

4.5

If Products are delivered in instalments Impact Technology UK Ltd reserves the right to invoice each instalment as and when delivery is made to the Customer in which case payment shall be due in accordance with clause 4.2 or 4.3 above notwithstanding non-delivery of other instalments or fulfilment of the entire order.

4.6

If any payments are overdue the Customer may be placed on credit hold and no further Products or Services will be delivered or made available to the Customer until all payments due to Impact Technology UK Ltd under the Contract have been paid. Impact Technology UK Ltd may at its discretion, withdraw credit facilities in the event of any breach of this contract by the Customer.

4.7

If payment is not received by the relevant due date Impact Technology UK Ltd may:
(1) Charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of four (4) per cent per annum above the Barclays Bank Plc Base Rate for the time being in force.
(2) Take legal action for the recovery of any amount due and interest thereon at the rate specified in clause 4.7(1) above together with costs payable on a Solicitor and own Client basis.

4.8

All payments made by the Customer to Impact Technology UK Ltd shall be in sterling in immediately available funds free and clear of any right of set off or counter claim or any withholding or deduction whatsoever.

4.9

Only a director of the company may agree terms of payment whereby the Customer may defer payment to Impact Technology UK Ltd until receipt of monies from a third party.

4.10

Any agreement in 4.9 must be in writing, prepared before and referred to in the Customer's Purchase Order and will not constitute a guarantee of performance to the Customer of any third party.

4.11

The customer agrees to make all payments due under this contract irrespective of any dispute or claim the Customer may have with or against any third party.

5.1

Risk of damage to or loss of the Products shall pass to the Customer upon delivery to the address specified in the Purchase Order in accordance with Clause 6.

5.2

Full legal, beneficial and equitable title to and property in any Products shall remain vested in Impact Technology UK Ltd ( even though they have been delivered and risk has passed to the Customer ) until :
(i) payment in full of the purchase price (together with any interest and VAT thereon) and in cleared funds has been received by Impact Technology UK Ltd in respect of those Products; and
(ii) all other amounts payable by the Customer to Impact Technology UK Ltd have been received Impact Technology UK Ltd.

5.3

Title to and property in Products will remain with Impact Technology UK Ltd notwithstanding that the relevant Products have been incorporated in or affixed to other products including, for the avoidance of doubt, the storage of or incorporation of any Software in ROM, RAM or any other hardware, software or firmware or other media whatsoever.

5.4

Until full legal, beneficial and equitable title to and property in any Products passes to the Customer,
(a) the Customer shall hold the Products on a fiduciary basis as Impact Technology UK Ltd€™s bailee
(b) the Customer will store those Products delivered to its premises in a proper manner and condition which adequately protects and preserves the products and shall insure them, without any charge to Impact Technology UK Ltd and not tamper with any identification upon the products or their packaging and shall ensure that they are stored separately from any other goods ( whether or not supplied by Impact Technology UK Ltd ) and are clearly identifiable as belonging to Impact Technology UK Ltd and Impact Technology UK Ltd shall be entitled to examine any such Products in storage at any time during normal business hours upon giving the Customer reasonable notice to do so.
(c) Impact Technology UK Ltd may at any time, on demand and with prior notice, require the Customer to deliver the Products up to Impact Technology UK Ltd and may repossess and resell the Products if any of the events specified in Clause 15 occurs or if any sum due to Impact Technology UK Ltd from the Customer under this contract is not paid when due.

5.5

If the Customer fails to redeliver any Product on demand in accordance with clause 5.4, Impact Technology UK Ltd shall be entitled with notice, without incurring any liability to the Customer, to enter the Customer's premises for the purpose of taking possession of the Product, and to take such steps as are necessary to remove the Product including the right to dismantle any product into which the Product has been incorporated and the right to detach the Product from any other goods to which the Product has been attached, provided that this can be done without damaging any product into which it has been incorporated.

5.6

The Customer shall fully indemnify Impact Technology UK Ltd in respect of all Impact Technology UK Ltd€™s  costs (including legal costs) in connection with enforcing the provisions of clause 5.5.

5.7

Impact Technology UK Ltd hereby authorises the Customer to use and/or sell the Products in the normal course of the Customer's business and to pass good title in the Products to its customers, if they are purchasers in good faith without notice of Impact Technology UK Ltd€™s  rights. This right shall automatically cease on the occurrence of any event set out in Clause 15 and/or if any sum owed to Impact Technology UK Ltd by the Customer is not paid when due. If the Customer sells the Product prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for Impact Technology UK Ltd.

5.8

Where a Product is sold or otherwise disposed of to a third party before title to and property in it has passed to the Customer, the sale will constitute a sale by the Customer of Impact Technology UK Ltd€™s  property, and the Customer shall hold on trust for Impact Technology UK Ltd such sum as represents, or is equivalent to, the price at which the Product concerned was invoiced by Impact Technology UK Ltd to the Customer.

5.9

On termination under Clause 15.1(a) or (b) or upon the Customer entering into a voluntary arrangement, if the Customer has not received the proceeds of any such sale or disposition, it will, if required by Impact Technology UK Ltd, assign to Impact Technology UK Ltd forthwith all rights against the person, firm or company by whom the proceeds are owed, identify the person ,firm or company and provide all relevant information relating to the transaction with the third party.

6.1

Impact Technology UK Ltd shall use its reasonable endeavour to deliver Products by the date stated upon the relevant acceptance of any Order but failure to do so shall not constitute a breach of this contract.

6.2

Any dates quoted or mentioned by Impact Technology UK Ltd for delivery of the Products or the provision of the Services whether verbally or otherwise are estimates only and whilst Impact Technology UK Ltd will use all reasonable endeavours to meet such dates it cannot guarantee to do so.

6.3

Time will not be of the essence in the delivery of the Products or the performance of the Services.

6.4

Impact Technology UK Ltd shall deliver the Products to such address or addresses as notified by the Customer to Impact Technology UK Ltd for each order, subject to prior agreement with the Customer. Impact Technology UK Ltd shall be entitled to make partial deliveries of the Products or deliveries of the same by instalments. A signed delivery note shall be satisfactory proof that delivery has taken place.

6.5

Notwithstanding clause 5 above, the risk in any Product shall pass to the Customer on delivery of the same to the Customer at the address given by the Customer to deliver the Products.

6.6

All illustrations or specifications contained in any catalogues or publicity material produced by Impact Technology UK Ltd are approximate only and are only intended to convey a general idea of the Products or Services.

6.7

Impact Technology UK Ltd will accept no liability for non-delivery or non-collection of, loss of or damage to any Products occurring prior to the collection or delivery of the same to the Customer and no claim that the Products are not in accordance with the Contract will be accepted by Impact Technology UK Ltd unless claims to that effect are notified in writing to Impact Technology UK Ltd (with a copy to Impact Technology UK Ltd€™s  carrier in the case of non-delivery, non-collection, loss or damage):
(a) within two days of delivery or collection in the case of loss, damage, or non-compliance with the Contract; or
(b) within two days of receipt of Impact Technology UK Ltd€™s  invoice in the case of non-delivery.

6.8

In the event of a valid claim by the Customer under clause 6.7, Impact Technology UK Ltd will at its option replace or repair the Product at its own expense but will be under no other liability to the Customer with respect to such claim whether in contract or in tort. All Products (or any part) replaced by Impact Technology UK Ltd will become Impact Technology UK Ltd€™s  property upon replacement.

6.9

If the Customer fails to give notice in accordance with clause 6.7, it will be deemed to have accepted the Products, the Products will be deemed to be in accordance with the Contract and the Customer will be bound to pay for the same.

7.1

Where the Customer requires Impact Technology UK Ltd to carry out any services as defined in clause 1.1 herein either for the Customer and /or the end-user, Impact Technology UK Ltd shall do so as either the main contractor or sub-contractor to the Customer and this agreement and the terms contained herein shall constitute the contract or sub-contract.

7.2

Impact Technology UK Ltd will use all reasonable endeavours to provide the Services in accordance with the terms of the Contract and will ensure that the Services will be provided with all reasonable care and skill and by suitably trained and qualified persons.

7.3

If the Services are to be provided according to a timetable ("the Timetable") Impact Technology UK Ltd shall use all reasonable endeavours to adhere to the timetable in providing the Services but, save as stated herein, time shall not be of the essence in the provision of the Services.

8.1

Products, which are returned but do not meet these conditions for acceptance will be refused, will be returned to the customer and the invoice must be paid in full.

8.2

Unless otherwise agreed in writing, the Customer shall be responsible for the cost of carriage and insurance in respect of all Products returned to Impact Technology UK Ltd, which Products shall also be at the Customer's risk until actual receipt Impact Technology UK Ltd.

8.3

Notification of the Products to be returned must be made within 30 days of the date of original invoice and unless otherwise agreed the products must be returned within 10 days of acceptance of the return by Impact Technology UK Ltd.

9.1

Any Products failing within the specified period of either Impact Technology UK Ltd€™s  invoice to the Customer or the Customer's invoice to their customer shall be returned to Impact Technology UK Ltd within 10 days of the date of advising the return to Impact Technology UK Ltd, at the Seller's expense, for full credit to the Customer, subject to the product not having become discontinued as defined by the manufacturer.

9.2

The specified period in 9.1 will be 14 days for all products

9.3

Products not returned within 10 days of notification will not be credited

9.4

All products must be returned with their original packaging.

9.5

On acceptance of the returned product, a credit note will be issued by Impact Technology UK Ltd to the Customer for 100% of the value originally invoiced.

9.6

Unless otherwise agreed, this clause does not apply to Laptop computers with cracked or damaged screens.

Warranties

10.1

Impact Technology UK Ltd, to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in Products received by Impact Technology UK Ltd under an agreement with the manufacturer or supplier of the relevant Product.

10.2

The warranty service (if any) will be that provided by the manufacturer and any validation procedures relating to that warranty service are the responsibility of the Customer.

10.3

Impact Technology UK Ltd may in its discretion offer support or maintenance services with respect to Products.

10.4

The warranty of the manufacturer or supplier is in lieu of all other terms or conditions whether express or implied concerning the quality or fitness for purpose of Products and all such other terms and conditions are hereby excluded.

10.5

If any services are provided by Impact Technology UK Ltd , Impact Technology UK Ltd warrants that the Services will be carried out with reasonable care and skill and by suitably trained and qualified persons.

11.1

Impact Technology UK Ltd will accept liability without limitation for death or personal injury caused by the negligence of Impact Technology UK Ltd (and for any fraudulent misrepresentation).

11.2

The maximum liability of Impact Technology UK Ltd whether in contract, tort or otherwise for any direct physical damage to tangible property of the Customer caused by a Default by Impact Technology UK Ltd shall be limited to the lesser of £50 per incident or series of incidents or an amount equal to the sums paid by the Customer under the Contract during the preceding 6 months.

11.3

The maximum aggregate liability of Impact Technology UK Ltd to the Customer whether in contract, tort or otherwise for any direct loss or damage (other than to tangible property) suffered by the Customer as a result of any Default of Impact Technology UK Ltd shall be limited in aggregate to the lesser of £50 or an amount equal to the sums paid by the Customer under the Contract during the preceding 12 months.

11.4

Impact Technology UK Ltd shall not be liable to the Customer whether in contract, tort or otherwise and even if foreseeable by or in the contemplation of Impact Technology UK Ltd for:-
(a) any loss of profits, business, revenue, goodwill, data or anticipated savings, whether sustained by the Customer or any other person; or
(b) any special, indirect, or consequential loss whether sustained by the Customer or any other person.

11.5

Any advice or recommendations given to the Customer by Impact Technology UK Ltd or its employees or agents as to storage, application, use or preference of the goods which is not confirmed in writing by Impact Technology UK Ltd , is followed or acted upon entirely at the Customer's own risk and accordingly Impact Technology UK Ltd shall not be liable for any such advice or recommendation which is not so confirmed.

12.1

All Intellectual Property Rights in or relation to the Products (including any manuals and operating documentation relating thereto) or in any materials (including Software) created by Impact Technology UK Ltd during the course of providing the Services shall vest in Impact Technology UK Ltd or its suppliers as the case may be and the Customer shall have no title to or interest in any such Intellectual Property Rights except to the extent specifically agreed by Impact Technology UK Ltd.

12.2

The Customer will notify Impact Technology UK Ltd immediately if it becomes aware of any illegal or unauthorised use of any of the Products or any of the Intellectual Property Rights in the Products and will assist Impact Technology UK Ltd and/or its suppliers in taking all steps necessary to defend the owners' rights.

12.3

The Customer undertakes to ensure that any Software which is sold to end-users or any other third party will be accompanied by any Licence Agreement (whether shrink-wrap or otherwise) relating to that Software and any other documentation which Impact Technology UK Ltd or Impact Technology UK Ltd€™s  suppliers may require.

12.4

Unless specifically authorised under a Licence Agreement, the Customer undertakes that it shall not (and that it shall not employ nor permit any third party) attempt to copy, adapt, amend, disassemble, de-compile or reverse engineer Software or any part thereof except to the extent allowed by English law.

13.1

Each party shall treat as confidential all information obtained from the other which is specifically designated as confidential or proprietary and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent.

13.2

This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of the clause) or which is trivial or obvious.

13.3

Each party shall ensure that its employees are aware of and comply with the provisions of this clause.

13.4

This clause shall apply for a period of 2 years following any termination of this contract

14.1

Without prejudice to any other rights or remedies Impact Technology UK Ltd might have against the Customer Impact Technology UK Ltd may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the Customer if:-
(a) the Customer defaults in making payment for any of the Products or Services supplied by Impact Technology UK Ltd within seven days of its due date; or
(b) the Customer defaults in any of its obligations under these terms or a Contract; or
(c) the Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Defaulting Party; or
(d) the Customer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the Customer, or an administrator, administrative receiver or receiver is appointed over the Customer's business or any part of its assets.

14.2

Upon termination of a Contract under clause 14.1, Impact Technology UK Ltd shall have the right, without prejudice to any other right or remedy available, to enter the Customer's premises and repossess the Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Product or any of them have been incorporated and the Customer shall be responsible for all Impact Technology UK Ltd€™s  costs and expenses in connection with so doing.

15.3

Those clauses capable of surviving termination shall do so.

15.1

Impact Technology UK Ltd reserves the right to modify these terms and conditions upon notice in writing to the Customer. Any such modification will apply on the effective date specified in the said notice to all Orders which are accepted by Impact Technology UK Ltd on or after the date of notice. The Customer shall have thirty days from the date of notice within which to cancel any Order sent to Impact Technology UK Ltd prior to the date of notice and not accepted by Impact Technology UK Ltd at that date.