You, the Customer a person or company buying Products from us.
Consumer a private person buying Products for private use. If you are a Consumer, please find your specific rights and exceptions in Section 19.
Universal Computing Ltd. (us, our), A Limited company registered in the UK trading as Universal Software. Product vendor as identified on your invoice and, where relevant, Service Provider.
Integration Material (IM) 3rd Party Products or products specified or provided by you.
Price stated on your invoice or receipt.
Product as described in original sales order and/or printed on invoice or receipt, may include 3rd Party Products and Service Offerings.
Service Offering as described in original sales order and/or printed on invoice or receipt
Service Provider Universal Computing Ltd. or its authorised Service experts.
3rd Party Products all goods that are not Universal Computing Ltd.-branded Products.
Software computer operating systems, middleware or applications.
Service means general service and support carried out by Universal Computing Ltd. or Service Provider in accordance with the Service Offering, including Customer Factory Integration Services.
This Agreement applies to this sale, Service and all statements made by Universal Computing Ltd. in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to this Agreement must be confirmed by Universal Computing Ltd. in writing. Any other Terms and Conditions are excluded. Placing your order means acceptance of this Agreement. This Agreement does not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.
Quotations are only valid in writing and during the period that they state. If unstated, the period is 14 days (incl. 3rd Party Products). Orders may be received by writing, internet, telephone or fax but are only binding when accepted by Universal Computing Ltd. in a written Order Confirmation. Please check any order confirmation and notify Universal Computing Ltd. of any mistake in writing immediately or the details stated in the order confirmation will apply to this Agreement. Universal Computing Ltd. reserves the right to change Products (incl. 3rd Party Products) at any time but Universal Computing Ltd. guarantees you at least equivalent functionality and performance.
4. Price & Payment Terms
Products and Service Offering prices, tax, shipment, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. for components and Services) may cause Universal Computing Ltd. to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 days of the invoice date without further notice from Universal Computing Ltd.. Payment timing is of the essence. Universal Computing Ltd. may suspend deliveries or Service until full payment for that order. If payment is late, and you purchase as a company, the maximum statutory interest rate will apply on the late amount and if you purchase as a Consumer, interest will be at 2% above the minimum lending rate on the late amount. In either case, the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the any order confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Universal Computing Ltd. may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become Universal Computing Ltd.’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Universal Computing Ltd. may sue for the Price before title passes. If you refuse delivery without Universal Computing Ltd. agreement, you must pay Universal Computing Ltd. expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.
When you collect or receive product you must inspect it for any defects or non-conformity within 7 days. After this period, you will have accepted Product. If Universal Computing Ltd. agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.
Unless otherwise stated, Universal Computing Ltd. guarantees to you that products purchased from us will be free from defects for 12 months from purchase. Should products be defective within this period, Universal Computing Ltd. will repair or replace the product within a reasonable time. All reasonable care and endeavor shall be used to resolve problems within a realistic period in the circumstances. Universal Computing Ltd. manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice.This Universal Computing Ltd. warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. Universal Computing Ltd. may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change.
Universal Computing Ltd. does not give a warranty guarantee protection for:
Damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
Damage caused by any party (except Universal Computing Ltd.) or other external force;
Fitness for any particular purpose;
Any problems caused by software:
You must provide USTC.co.uk with all reasonable courtesy, information, cooperation, facilities and access to enable USTC.co.uk to perform duties, failing which Universal Computing Ltd. shall not be obliged to perform any service or assistance. You are responsible for the removal of non Universal Computing Ltd. products during Service, the back up and confidentiality of all data in product and all of your legal and regulatory requirements.
Will be provided by Universal Computing Ltd. or Service Provider. Response times are estimates and may vary according to how busy our service department is, or in some case the remoteness or accessibility of Product location. Service may be provided in store or via telephone or internet where appropriate. You must allow Universal Computing Ltd. to examine Product at your or Universal Computing Ltd.’s premises (at our choosing). Universal Computing Ltd. owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request.
Unless stated in Service Offering, the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Universal Computing Ltd.’s assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g.: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
9. Customer Factory Integration
Custom Factory Integration (CFI) Services may be provided by Universal Computing Ltd. in accordance with Customer’s instructions and technical specifications. You will specify and provide IM or Universal Computing Ltd. may obtain IM at your instruction. Universal Computing Ltd. will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. Universal Computing Ltd. may install CFI Product under your instruction or under Universal Computing Ltd. technical advice, if agreed. Universal Computing Ltd. will not carry out CFI work if it is not technically feasible in our view.
Universal Computing Ltd. accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of Universal Computing Ltd., Service Provider or our employees, agents, subcontractors.
Universal Computing Ltd. does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by Universal Computing Ltd. within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following Universal Computing Ltd.’s reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.
11. Intellectual Property (IP)
Universal Computing Ltd. indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Universal Computing Ltd. may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Universal Computing Ltd. for any of IM or IP specified or owned by you and integrated into Product. Universal Computing Ltd. is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Universal Computing Ltd. retains all Universal Computing Ltd.-owned IP in Product. You must notify Universal Computing Ltd. immediately of any infringing or unauthorised use of Product or IP in it. Universal Computing Ltd. does not indemnify you for i, 3rd Party Products and Software, ii. unauthorised modification or iii. any claim caused by the use of Products in conjunction with anything not supplied by Universal Computing Ltd..
Not owned by Universal Computing Ltd. is supplied subject to licence and warranty of the Software licensor. Universal Computing Ltd. encloses the Software licence that you require with the Product where necessary; you must comply with that licence. If you choose not to accept the operating system licence at start-up, if any, Universal Computing Ltd. will only accept the return of the entire product for refund.
13. Export Control
You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the US or competent EU government. You understand and acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
14. Force Majeure
Universal Computing Ltd. is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be enleadind to a time extension for performance; examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Each party must treat all information received from the other marked “confidential” or reasonably obvious to be confidential as it would treat its own confidential information.
Universal Computing Ltd. may terminate this Agreement with immediate written notice if you: 1) fail to pay on time, 2) breach or Universal Computing Ltd. suspects you have breached export control laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.
17. Your obligations as a Customer
You are responsible for:
your own choice of Product and its suitability for purpose;
your telephone & postal charges in contacting Universal Computing Ltd., if any;
any CFI specifications & instructions given by you;
all IM, its performance, licences, authorisations and any unused IM.
You must provide Universal Computing Ltd. with all reasonable courtesy, information, cooperation, facilities and access to enable Universal Computing Ltd. to perform duties, failing which Universal Computing Ltd. shall not be obliged to perform any Service or assistance. You are responsible for the removal of non Universal Computing Ltd.-supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
Please note that your calls to Universal Computing Ltd. may be monitored for training purposes.
18. Data Protection
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and Universal Computing Ltd. data protection registration. You consent to your personal data being transferred to a Universal Computing Ltd. company outside of the EEA. You may instruct Universal Computing Ltd. not to use your data for direct marketing purposes.
19. Consumer Rights
If you are a Consumer you may cancel your purchase at any time within 7 working days of receipt without cause and receive a refund of the price paid. To do this you must inform Universal Computing Ltd. in writing and return the products immediately in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this agreement. This does not apply to business customers.
Scottish law and the exclusive court jurisdiction of the Scottish courts will apply to this agreement. The Vienna Convention on contracts for the International Sale of Goods is excluded
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Universal Computing Ltd. may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
You can find all current Universal Computing Ltd. policies, product and service offering details and notices via www.universalsoftware.eu. Those in place at the date of this agreement govern this agreement.