TERMS AND CONDITIONS OF SALE OF SAXON COMPUTING SOLUTIONS

The following terms and conditions ("the Conditions") are the terms on which Saxon Computing sells products and services and supersedes all other terms and conditions relating to the subject matter of these Conditions

1. PRICE AND PAYMENT
   1.1. The price (exclusive of VAT) for the Goods ("the Price) shall be the quoted price of the Seller and payment of the Price shall be made by the Buyer within 30 days of the date of the invoice for the Goods
   1.2. If the Price is not paid by the due date interest shall accrue both before and after judgement on the unpaid portion of the Price at the rate of 4 per cent above the base rate from time to time of National Westminster Bank PLC

2. GOODS
   The description and quantity of the goods and services to be sold ("the Goods") shall be as set out in the quotation provided by the Seller to the Buyer ("the Quotation"). Goods shall include any software or programs written to the specific requirements of the buyer in which instance the following shall also apply......
   a. The purpose and function of the software shall be defined in a written specification and/or visual prototype.
   b. The fitness of the software for the Buyer's purpose, as defined by the specification and/or prototype, is the responsibility of the Buyer.
   c. If the Buyer accepts delivery of any software without first confirming the specification then the function of the software at the date of delivery shall be deemed to conform to the Buyers needs. This condition shall not apply where the software is delivered solely for the purposes of testing.

3. DELIVERY
   The Seller shall deliver the Goods to the Buyer at the address of the Buyer as shown on the Quotation on the date shown on the Quotation. Time shall not be of the essence for delivery.

4. ACCEPTANCE
   The Buyer shall be deemed to have accepted the Goods if they have not been rejected on or before the 7th day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part after such date. Where the goods wholly or partially consist of software or programs written for the Buyers specific requirements the Buyer shall test the goods to ensure that they conform to the specification. Testing for fitness for use is the sole responsibility of the Buyer. If the Buyer uses the software or programs in the course of business then such use shall imply acceptance of the goods. In any case all defects or requests for changes to such software shall be communicated to the seller in writing within seven days of the discovery of the defect.

5. TITLE AND RISK
   5.1. The Goods shall be at the risk of the Buyer following delivery
   5.2. Notwithstanding delivery title in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Seller
   5.3. Until such time as title in the Goods passes to the Buyer the Seller shall have the right to repossess or otherwise recover the Goods
   5.4. All intellectual property rights attaching to software and programs written to meet the needs of the Buyer shall remain the property of the Seller unless a specific agreement to the contrary in writing is entered into.

6. LIMITATION OF LIABILITY
   6.1. Save in respect of personal injury or death due to the negligence of the Seller the Seller shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods
   6.2. Without prejudice to Condition 6.1 the Seller shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement
   6.3. Save in respect of personal injury or death due to the negligence of the Seller the liability of the Seller under these Conditions shall not exceed the Price

7. FORCE MAJEURE
   The Seller shall not be liable for any default due to any circumstance beyond the reasonable control of the Seller including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or shortage of supply or failure to deliver of the suppliers of the Supplier

8. GENERAL
   8.1. If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated
   8.2. The Seller may not without the consent of the Buyer sublicence its rights or obligations or any part of these Conditions.
   8.3. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions

9. ENTIRE AGREEMENT
   Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract

10. GOVERNING LAW AND JURISDICTION
    This agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales

11. RIGHTS OF CONSUMER
    Nothing in these Conditions shall affect the statutory rights of a consumer.