Standard Terms And Conditions Of Business
1. Definitions and Interpretation
1.1 In these Terms and Conditions of Business and to any other contract incorporating the same:
“Supplier” and “TST Systems” means TST Systems Limited of Unit 4, 96B Blackpole Trading Estate West, Worcester, WR3 8TJ, Company Registration number 12185685;
“Customer” means any person including an individual, sole trader, partnership, company (incorporated or otherwise), business, organisation, council, government depar or statutory body placing an Order for Goods or Services from the Supplier;
“Goods” means any goods or materials described on the order and hence the contract;
“Services” means the provision of a service or activity described on the order and hence the contract;
“Description” of Goods and/or Services shall mean a written document that may include a technical data sheet, a functional specification, a User Requirement Specification or other document describing the Goods or Services to be delivered;
“Order” or “Purchase Order” means an instruction from a Customer in writing to TST Systems for the delivery of Goods and/or Services that may be served by letter, facsimile, electronic mail, interactive form on a website belonging top TST Systems (or authorised agent) or other written form;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, logos, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Payment Milestones” means any delivery-linked review of the supply of Goods and/or Services on a date by which a part of the Goods and/or Services are due to be completed in conjunction with scheduled payment instalment.
1.2 Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in this Contract are for convenience only and shall not affect their interpretation.
2. Basis of the supply of Goods and Services
2.1 The Supplier is experienced as the manufacturer and supplier of Goods and has the skill, expertise and knowledge to advise and to fulfil the Customer’s requirements.
2.2 The Supplier is experienced in execution of the design and delivery of Services and has the skill, expertise and knowledge to advise and to fulfil the Customer’s particular requirements.
2.3 The Customer wishes to rely wholly and exclusively on the Supplier’s skill, expertise and knowledge to fulfil the Customer’s particular requirements for Goods and/or Services as specified by the Supplier to its satisfaction and approved by the Customer.
3. Formation of Contract
3.1 The Customer’s purchase order or other written instruction delivered by hand, letter, electronic mail or facsimile constitutes an offer by the Customer to purchase the Goods and/or Services specified in in the Order on these conditions as set forth in this document.
3.2 The execution and return of the acknowledgement copy of the purchase order form by the Supplier, or the Supplier’s commencement or execution of work pursuant to a purchase order or written or emailed request shall establish a contract for the supply and purchase of those Goods and/or Services on these conditions as set forth in this document.
3.3 The Customer’s standard terms and conditions (if any) attached to or enclosed with or referred to in any order shall not govern this Contract.
4.1 These Terms and Conditions of Business shall govern all contracts for the sale of Goods and/or Services by TST Systems to the Customer and shall come into effect upon TST Systems accepting the Customer’s Order whether by formal acceptance or otherwise.
4.2 Upon acceptance of the Order by TST Systems the Customer is not entitled to cancel or vary the order unless otherwise agreed in writing by TST Systems.
4.3 If there are any variations, conflicts or inconsistencies between the Customer’s order and these Terms and Conditions of Business or any specific conditions previously notified by or agreed to by TST Systems then the contract shall be governed by these Terms and Conditions of Business and where appropriate any specific conditions unless otherwise agreed in writing by TST Systems.
5. Customer Requirements
5.1 Upon execution of this Contract the Customer will be solely responsible for properly communicating their requirements in respect of the Goods and/or Services to the Supplier and the Supplier discuss the same with the Customer.
5.2 The Supplier may develop formal written specifications (“User Requirement Specification”) in conjunction with the Customer and which are then used to form the basis of the supply of Goods and/or Services.
5.3 Formal specifications (“User Requirement Specification”) may be “signed off” by the Customer and the Supplier after which any material changes require formal change control and may alter the price or timescale for the delivery of Goods and/or Services.
6.1 Prices quoted are in Pounds Sterling (GBP) unless otherwise stated.
6.2 Prices quoted are ex-works and exclude packing, carriage and shipping which are charged additionally, as appropriate.
6.3 Prices quoted exclude VAT which is added at the prevailing rate unless the customer is in the European Union and has provided a valid VAT number for their business that we are able to independently verify.
6.4 Prices provided in a quotation shall only apply to the quantities of goods specified and TST Systems reserves the right to vary these prices if the Customer places an order for a different quantity.
6.5 Quotations are valid for 30 days unless otherwise specified at the time of writing but remain subject to clause 6.6 below.
6.6 Currency fluctuations: TST Systems reserves the right to vary its pricing due to currency fluctuations if the exchange rate for GBP Sterling varies by more than 2% at any time.
7. Delivery, Carriage and Shipping
7.1 TST Systems will make reasonable efforts to deliver Goods and/or Services on or before the date required by the Customer but will not accept liability for any loss or damage whatsoever arising directly or indirectly from any failure to deliver by the required date.
7.2 TST Systems reserves the right to deliver Goods and/or Services in more than one shipment (“part shipment”) and to use any method of transportation it may select unless otherwise agreed.
7.3 In cases where the Customer wishes to claim for shortfall in delivery and/or defective goods or the goods are not in accordance with the contract in any respect the Customer must advise TST Systems in writing within 3 days of receipt of the goods. If such notice is given the Customer must give all facilities that TST Systems may reasonably require to investigate the claim.
8.1 Unless expressly agreed by TST Systems in writing all accounts are due within 30 days of date of invoice.
8.2 For new and overseas Customers TST Systems reserves the right to request partial or full pre-payment for the work. Where such pre-payment is requested TST Systems will provide a Proforma Invoice for the Goods and Services.
8.3 Where an Order includes the development of custom hardware or software or customer specific Goods or Services TST Systems reserves the right to request partial or full pre-payment for delivery of Goods and/or Services. Where such pre-payment is requested TST Systems will provide a Proforma Invoice detailing the Goods and/or Services.
8.4 Where and Order is for the supply of a large system or project comprising the supply of Goods and/or Services over an extended period of time the Supplier may request payments against defined project goals (“payment milestones”). Each payment milestone will be invoiced and become payable independently of any other payment milestone for the same Order or different Orders in accordance with Clause 8.1 above.
8.5 In cases of part shipments TST Systems shall present an invoice for the Goods delivered which will become payable in accordance with Clause 8.1 above.
8.6 TST Systems reserves the right to suspend, defer or otherwise cease delivery of Goods and/or Services where accounts have not been settled by the due date without prejudice to TST Systems’s right to recover any outstanding monies and any relevant costs.
8.7 TST Systems reserves the right to apply the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 to an account which is in arrears.
9.1 TST Systems warrants that for a period of 12 months from date of delivery goods of it’s own manufacture will conform to any written specification published by TST Systems and will be free from defects in workmanship and materials under normal use and service.
9.2 The Customer must advise TST Systems in writing of any defect in Goods or Services but TST Systems’s obligations under this warranty will not arise until the defective Goods are returned to TST Systems at the Customer’s expense and risk.
9.3 TST Systems’s sole liability under this warranty will be to repair or replace at its discretion the defective Goods free of charge. Any repair and/or replacement of the Goods shall not extend the period of the warranty.
9.4 TST Systems shall not be liable if:
(a) the Goods said to be defective have been repaired or an attempt has been made to repair them by any other than an authorised person such authority having been given by TST Systems in writing; or
(b) where testing and inspection by TST Systems has revealed that the alleged defect has been caused by the Customer’s misuse, neglect or improper installation or the supply by the Customer of incorrect or inadequate instructions; or
(c) external forces such as lightning strikes have caused malfunction
9.5 TST Systems reserves the right to make modifications which may not be given in TST Systems’s documentation so as to keep abreast of continuing technical innovations and to improve TST Systems’s products.
9.6 In cases where Goods have been returned by the Customer to TST Systems because of alleged defects and subsequent tests and inspection by TST Systems have not revealed any defects or it is found that Clause 9.4 hereof applies then TST Systems reserves the right to charge for any work carried out relevant to any alleged defect and for the cost of packing and carriage in returning the Goods to the Customer.
9.7 In the case of goods not manufactured by TST Systems its liability will in no way extend beyond the liability to TST Systems of the manufacturer of such goods.
10. Title and Risk
10.1 Risk passes to the Customer upon delivery of the Goods and the Customer shall fully insure the goods against all and every risk and also be responsible for the maintenance and care of the goods and shall indemnify TST Systems against any damage caused to them and for depreciation before full payment has been made.
10.2 Title passes to the Customer only when the Goods and/or Services have been fully paid for in accordance with clause 8 hereof and the Customer should store the goods so that they can be clearly identified as the property of TST Systems and as against unpaid invoices of TST Systems.
10.3 Goods in transit from TST Systems to the Customer by TST Systems’s transport or carrier within the United Kingdom are insured by TST Systems. Deliveries to be made outside this area shall be the subject of special insurance arrangements between TST Systems and the Customer.
10.4 TST Systems reserves the right to repossess the goods at the Customer’s cost and expense at any time whilst payment is in arrears and shall be entitled to enter the premises or land occupied by the Purchaser for that purpose.
10.5 Notwithstanding and without prejudice to the foregoing the Customer is entitled to sell the goods in the normal course of business.
11. Liability and Consequential Loss
11.1 It is the sole responsibility of the Customer and/or any subsequent re-sale Customer to satisfy himself that the supplied Goods and Services are fit for all or any of the purposes required.
11.2 TST Systems shall not be liable for any direct or indirect consequential loss or damage caused to the Customer and/or to any subsequent re-sale Customer through use or misuse of the supplied goods or services.
12. Force Majeure and Delayed Delivery
12.1 TST Systems shall not be liable for any non-performance or delay with performance or for any loss or damage to the Goods and/or Services resulting from Act of God, war, civil commotion, embargo, fire, theft, industrial action and/or delay in delivery of Goods and/or Services from sub-contractors and suppliers or due to unforeseen circumstances outside the reasonable control of TST Systems.
12.2 When Goods and/or Services are ready for delivery but delivery is delayed at the Customer’s request payment shall become due as if the Goods were delivered and invoiced on the original required date. The Goods will be stored at the Customer’s risk and expense.
13. Intellectual Property Rights and Confidentiality
13.1 TST Systems retains all proprietary rights in and to designs, engineering details, software and hardware relating to the goods designed by TST Systems, all manuals proprietary to TST Systems and all patents, trademarks, copyrights, inventions, discoveries, and registered designs and other intellectual property rights in the goods. The Customer understands and agrees that the contract does not transfer to or vest in the Customer any of the aforementioned rights.
13.2 The Customer shall not divulge or communicate to any person any confidential information concerning the goods or other products, customers, business, financial or contractual arrangements or any other affairs of TST Systems without authority in writing from TST Systems. The Purchaser shall ensure that it’s employees are aware of and will comply with this clause and the Customer will make every effort to prevent any breach of confidence by any person who has been given access to confidential information. Furthermore this condition will survive the termination of the contract. The Customer shall give TST Systems every reasonable assistance to investigate any breach of confidentiality and indemnify TST Systems against all loss and damage caused to TST Systems by any breach by the Customer’s employees.
14. Compliance with Laws and Regulations
14.1 The Customer accepts the responsibility not to sell, divert or otherwise deliver any Goods to any person which may put TST Systems in breach of any laws, regulations or otherwise from time to time of any relevant authority.
14.2 Some TST Systems products may contain cryptographic software subject to UK, European or US laws regarding supply, transfer and use. It is your responsibility to ensure that you obey export regulations and controls and, if necessary obtain the appropriate authorisation and/or export/import licences. An overview of Export Control Legislation can be found on the UK Department for Department for Business, Innovation & Skills website at https://www.gov.uk/guidance/overview-of-export-control-legislation and the document entitled “UK Strategic Export Controls List” can be obtained from the UK Department for Department for Business, Innovation & Skills website at https://www.gov.uk/guidance/uk-strategic-export-control-lists-the-consolidated-list-of-strategic-military-and-dual-use-items which refers to Export of Goods, Transfer of Technology and Provision of Technical Assistance (Control) Order 2003 (EGTTPTA(C)O 2003 and Council Regulation (EC) and EU Dual-Use Regulation 428/2009/EC.
14.3 The Customer hereby certifies no Goods will be exported directly or indirectly outside the United Kingdom or European Union unless all appropriate authority such as an Export License has been obtained in writing.
Any notice required or permitted under the terms of this Contract or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile or first class post or registered mail (properly posted and fully prepaid in an envelope properly addressed) or sent by facsimile or by electronic mail to the respective parties at their registered offices or such addresses as may have been notified to the other party for that purpose.
Failure or neglect by the Customer to enforce at any time any of the provisions hereof will not be construed nor will be deemed to be a waiver of the Customer’s rights hereunder nor in any way affect the validity of the whole or any part of this Contract nor prejudice the Customer’s rights to take subsequent action.
In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law and with whatever modification is necessary to give effect to the commercial intention of the parties.
18. No Partnership of Agency
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19.1 The Customer shall not without the prior written consent of the Supplier assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
20. Third Party Rights
The Contract is made for the benefit of the parties to it and where applicable their successors and permitted assigns, and is not intended to benefit or be enforceable by any other person.
21. Restricted Rights (US Government)
21.1 Any Software which is downloaded or purchased from this website for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights.
21.2 Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
21.3 The manufacturer is TST Systems Limited.
22. Law and Jurisdiction
This Contract shall be governed by the law of England and Wales and the Customer agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.