Impact Technology's Standard Terms & Conditions

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