These terms and conditions apply where a Customer places an Order for Goods and/or Services with USystems.1.1 In these Conditions, the following definitions and rules of interpretation apply:
: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
: has the meaning set out in clause 2.2.
: these terms and conditions as amended from time to time in accordance with clause 16.8.
the contract between USystems and the Customer for the supply of Goods and/or Services in accordance with these Conditions and including any terms and conditions contained in USystems’ written quotation.
: the person or firm who purchases the Goods and/or Services from USystems.
: the deliverables set out in the Order.
: USystems’ premises at Systems House, 235 Ampthill Road, Bedford MK42 9QG.
: has the meaning given to it in clause 16.1(a).
: the goods (or any part of them) set out in the Order.
: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and USystems.
: Ex Works (EXW) rules applicable to carriage under The Incoterms® Rules 2020 published by The International Chamber of Commerce on 1 January 2020.
: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dressor get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, 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.
: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s order placed pursuant to USystems’s quotation, as the case may be.
: the services, including the Deliverables, supplied byUSystems to the Customer as set out in the Service Specification.Service Specification: the description or specification for the Services provided in writing by USystems to the Customer.
: USystems Limited (a company registered in England and Wales with company number 04616025).
: both of (a) USystems, Inc. a Domestic For-Profit Corporation registered in The State of Texas, United States with File Number 803302867 and (b) 18MC Global PCT T/A USystems India a company registered in India at 109 Vella Street III Floor Purawsalkam Chennai 600084 with company registration U31909TN2021FTC141191.USystems Materials: has the meaning set out in clause 9.1(g).1.2 In these Conditions, the following rules apply:a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);b) a reference to a party includes its personal representatives, successors or permitted assigns;c) a reference to a statute or statutory provision is areference to such statute or statutory provision as amended orre-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;d) Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; ande) a reference to writing or written includes faxes and e-mails.
2.1 No order (including any Order) or contract shall be madebetween the Customer and USystems Agent. Any communication made to or by USystems Agent will not forma legally binding contract between USystems Agent, USystems, the Customer or any other party.2.2 The Order constitutes an offer by the Customer to purchase Goods and/or Services from USystems in accordance with these Conditions.2.3 The Order shall only be deemed to be accepted when USystems issues written acceptance of the Order or, if earlier, USystems delivers the Goods, at which point and on which date the Contract shall come into existence (Commencement Date).2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of USystems which is not set out in the Contract.2.5 Any samples, drawings, descriptive matter or advertising issued by USystems and any descriptions of the Goods or illustrationsor descriptions of the Services contained in USystems’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/ orGoods described in them. They shall not form part of the Contract or have any contractual force.The Customer shall beresponsible to USystems for ensuring the accuracy of the terms of any order (including any applicable specifications or directions) submitted by the Customer, and for giving USystems any necessary information relating to the Goods and / or the Services within a sufficient time to enable USystems to perform the Contract in accordance with its terms.2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.2.7 Any quotation given by USystems shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.2.9 The Customer may not cancel any Order which has been accepted by USystems without the prior written consent of USystems. Without prejudice to the foregoing and any other remedies available to USystems, if the Customer purports to cancel or terminate this Contract, the Customer shall indemnify USystems on demand against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, damages charges, expenses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by USystems as a result of cancellation. For the avoidance of doubt this includes but is not limited to:a) the cost of all labour and materials used;b) third party goods and services that have been ordered prior to the date that the Customer purports to cancel or terminate theContract or such third party goods and services which USystemsis unable to cancel;c) costs, charges, expenses, fees, penalties or otherwisethat USystems incurs as a result of and/or to effect cancellationor termination.2.10 To the extent that the supply of Goods and Services by USystems requires preparationactivities to be undertaken in respect of the site where the Goods are to be installed or theServices performed, the Customer shall, at its own cost,prepare the installation site in accordance with the specifications supplied by USystems,including, without limitation, the provision of such facilities and equipment and carry out suchworks to prepare the Installation Site as may be necessary to enable USystems to install the Goods.If the Customer fails toprepare the installation site and/or fails to provide such facilities and equipment referred to inclause 2.1 above, the Customer shall indemnify USystems for all costs and charges (includingstorage and transportation costs) incurred by USystems as a result of such failure.
3.1 The Goods are described in USystems’s catalogue as modified by any applicable GoodsSpecification.3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specificationsupplied by the Customer, the Customer shall indemnify USystems against all liabilities, costs,expenses, damages and losses (including any direct, indirect or consequential losses, loss ofprofit, loss of reputation and all interest, penalties and legal and other reasonable professionalcosts and expenses) suffered or incurred by USystems in connection with any claim made againstUSystems for actual or alleged infringement of a third party’s intellectual property rights arisingout of or in connection with USystems’s use of the Goods Specification. This clause 3.2 shallsurvive termination of the Contract.3.3 USystems reserves the right to amend the specification of the Goods and/or the GoodsSpecification if required by any applicable statutory or regulatory requirements.
4.1 Delivery of Goods shall be to the Delivery Location unless expressly agreed in writing byUSystems. Unless specified in the Order to the contrary, where USystems agrees to deliver the Goodsto a location other than the Delivery Location delivery shall be in accordance with the Incoterm tosuch agreed location and in addition the following provisions shall apply:a) all costs of carriage, loading, unloading and insurance and any export or import duties andlicences and any other costs incurred by USystems shall be borne by the Customer;b) if, in USystems’ reasonable opinion, special packaging beyond the standard packaging provided byUSystems is required, the Customer shall reimburse USystems for the costs of such packaging;c) USystems shall not be liable for any damage incurred during transit, howsoever caused;d) USystems shall use its preferred carrier unless the Customer specifies otherwise in Writing;e) USystems’ carrier shall provide insurance cover for the Goods equal to the value of the Goodsand such insurance premium shall be payable by the Customer in accordance with the provisions ofclauses 4.3;f) the Customer shall be responsible to make such additional insurance arrangements as it deemsappropriate and neither the carrier nor USystems shall be liable if such cover is inadequate;g) the Customer shall provide USystems its employees, agents, consultants, subcontractors or thirdparty carriers with access to the delivery location with any other requirements required byUSystems including but not limited to:• Appropriate vehicles• pre-booked delivery time slots• ensuring height restrictions are overcome• permits.h) unless otherwise agreed the Customer shall be responsible for obtaining any export and/or importlicences or other consents and shall make such items available to USystems prior to therelevant shipment.In the event that any of the provisions in this clause 4 conflict with the Incoterm, the provisionsof this clause 4 shall prevail.4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location andprior to the off-loading of the Goods at the Delivery Location which shall be the Customer’sresponsibility.4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery isnot of the essence. USystems shall not be liable for any delay in delivery of the Goods includingany delay that is caused by a Force Majeure Event or the Customer’s failure to provide USystemswith adequate delivery instructions or any other instructions that are relevant to the supply ofthe Goods.4.4 If USystems fails to deliver the Goods, its liability shall be limited to the costs andexpenses incurred by the Customer in obtaining replacement goods of similar description and qualityin the cheapest market available, less the price of theGoods. USystems shall have no liability for any failure to deliver the Goods to the extent thatsuch failure is caused by a Force Majeure Event, or the Customer’s failure to provide USystems withadequate delivery instructions for the Goods or any relevant instruction related to the supply ofthe Goods.4.5 If the Customer fails to accept or take delivery of the Goods within three (3) days ofUSystems notifying the Customer that the Goods are ready, then except where such failure or delayis caused by a Force Majeure Event or by USystems’s failure to comply with its obligations underthe Contract in respect of the Goods:a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth dayfollowing the day on which USystems notified the Customer that the Goods were ready; andb) USystems shall store the Goods until delivery takes place, and charge the Customer for allrelated costs and expenses (including insurance).4.6 If ten (10) days after USystems notified the Customer that the Goods were ready for deliverythe Customer has not accepted or taken delivery of them, USystems may resell or otherwise disposeof part or all of the Goods and, after deducting reasonable storage and selling costs, account tothe Customer for any excess over the price of the Goods or charge the Customer for any shortfallbelow the price of the Goods.4.7 USystems may deliver the Goods by instalments, which shall be invoiced and paid forseparately. Each instalment shall constitute a separate contract. Any delay in delivery or defectin an instalment shall not entitle the Customer to cancel any other instalment.
5.1 USystems warrants that on delivery the Goods shall, and in respect of those Goods manufacturedby USystems, USystems warrants for a period of 12 months from the date of delivery that the Goodsshall (Warranty Period):a) conform in all material respects with their description and any applicable Goods Specification;b) be free from material defects in design, material and workmanship;c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); andd) be fit for any purpose held out by USystems.5.2 Subject to clause 5.3, if:a) the Customer gives notice in writing via a purchase order form to USystems during the WarrantyPeriod within a reasonable time of discovery that some or all of the Goods do not comply with thewarranty set out in clause5.1;b) USystems is given a reasonable opportunity of examining such Goods; andc) the Customer (if asked to do so by USystems) returns such ystems shall, at its option, repair orreplace the defective Goods, or refund the price of the defective Goods in full.5.3 USystems shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1if:a) the Customer makes any further use of such Goods after giving a notice in accordance with clause5.2;b) the defect arises because the Customer failed to follow USystems’s oral or written instructionsas to the storage, installation, commissioning, use or maintenance of the Goods or (if there arenone) good trade practice;c) the defect arises as a result of USystems following any drawing, design or Goods Specificationsupplied by the Customer;d) the Customer alters or repairs such Goods without the written consent of USystems;e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormalworking conditions; orf) the Goods differ from their description and/or the Goods Specification as a result of changesmade to ensure they comply with applicable statutory or regulatory standards.5.4 Except as provided in this clause 5, USystems shall have no liability to the Customer inrespect of the Goods’ failure to comply with the warranty set out in clause 5.1.5.5 Upon raising a purchase order in accordance with clause 5.2(a) the Customer shall be liablefor call out costs (including butnot limited to travel costs). If upon examination in accordance with clause 5.2 USystems determinesthat there has been a breach of the warranty set out in clause 5.1 then USystems shall refund theCustomer for call out costs. For the avoidance of doubt, if USystems, in its sole discretion,determines thatthe warranty in clause 5.1 has not been breached or if USystems considers that the Customer is inbreach of clause5.3 then the Customer shall be liable for all call out costs as determined by USystems.5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied byUSystems under clause 5.2.
6.1 If the Customer wishes to return or exchange Goods for any reason not covered by the warrantyset out in clause 5.1, then the Customer may only do so with the prior written agreement ofUSystems which may be granted or withheld at USystems’ absolute discretion. Subject to USystems’agreement, Goods being returned under this clause 6 shall only be accepted by USystems ifaccompanied by a goods’ return note, which shall be issued by USystems to signify agreement to thereturn, and in good repair and condition or if the Goods are damaged subject to payment by theCustomer for any necessary repair works. Where the Customer wishes to return or exchange Goods forany reason not covered by the warranty set out in clause 5.1, USystems shall charge the Customer aminimum re-stocking fee equivalent to 30% of the price of the Goods. The Customer is responsiblefor any costs incurredin returning Goods to USystems and for the risk in the Goods until received by USystems.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.7.2 Title to the Goods shall not pass to the Customer until the earlier of:a) USystems has received payment in full (in cash or cleared funds) for:• the Goods; and• any other goods that USystems has supplied to the Customer in respect of which payment hasbecome due; orb) USystems electing to transfer title in the Goods to the Customer.7.3 Until title to the Goods has passed to the Customer, the Customer shall:a) hold the Goods on a fiduciary basis as USystems’s bailee;b) store the Goods separately from all other goods held bythe Customer so that they remain readily identifiable USystems’sproperty;c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;d) maintain the Goods in satisfactory condition;e) keep them insured against all risks for their full price on USystems’s behalf from the date ofdelivery;f) notify USystems immediately if it becomes subject to any of the events listed in clause 14.1(a)to clause 14.1(k); andg) give USystems such information relating to the Goods as USystems may require from time to time,but the Customer may resell or use the Goods in the ordinary course of its business.7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of theevents listed in clause 14.1(a)to clause 14.1(c), or USystems reasonably believes that any such event is about to happen andnotifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocablyincorporated into another product, and without limiting any other right or remedy USystems mayhave, USystems may at any time require the Customer to deliver up the Goods and, if the Customerfails to do so promptly, enter any premises of the Customer or of any third party wherethe Goods are stored in order to recover them. The Customer shall indemnify USystems for all costsand expenses (including but not limited to carriage costs, licences and insurances) incurred torecover the Goods.
8.1 USystems shall provide the Services to the Customer in accordance with the ServiceSpecification in all material respects.8.2 USystems shall use all reasonable endeavours to meetany performance dates for the Services specified in the Service Specification, but any such datesshall be estimates only and time shall not be of the essence for the performance of the Services.8.3 USystems shall have the right to make any changes to the Services which are necessary tocomply with any applicable law or safety requirement, or which do not materially affect the natureor quality of the Services, and USystems shall notify the Customer in any such event.8.4 USystems warrants to the Customer that the Services will be provided using reasonable care andskill.
9.1 The Customer shall:a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specificationare complete and accurate;b) co-operate with USystems in all matters relating to the Services;c) provide USystems, its employees, agents,consultants and subcontractors, with access to the Customer’s premises, office accommodation andother facilities as reasonably required by USystems to provide the Services;d) provide USystems with such information and materials as USystems may reasonably require tosupply the Services, and ensure that such information is accurate in all material respects;e) prepare the Customer’s premises for the supply of the Services;f) obtain and maintain all necessary licences, permissions and consents which may be required forthe Services before the date on which the Services are to start; andg) keep and maintain all materials, equipment, documents and other property of USystems (USystemsMaterials) at the Customer’s premises in safe custody at its own risk, maintain USystems Materialsin good condition until returned to USystems, and not dispose of or use USystems Materialsother than in accordance with USystems’s written instructions or authorisation.9.2 If USystems’s performance of any of its obligations in respectlayed by any act or omission Customer or failure by the Customer to performa) USystems shall without limiting its other rights or remedies have the right to suspendperformance of the Services untilthe Customer remedies the Customer Default, and to rely on the Customer Default to relieve it fromthe performance of anyof its obligations to the extent the Customer Default prevents or delays USystems’s performance ofany of its obligations;b) USystems shall not be liable for any costs or losses sustained or incurred by the Customerarising directly or indirectly from USystems’s failure or delay to perform any of its obligationsas set out in this clause 9.2; andc) the Customer shall reimburse USystems on written demand for any costs or losses sustained orincurred by USystems arising directly or indirectly from the Customer Default.
10.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, theprice set out in USystems’s published price list as at the date of delivery. All prices quoted arevalid for 30 days only or until earlier acceptance by the Customer, after which time they may bealtered by USystems. Unless stated otherwise, the price of the Goods is inclusive of all costs andcharges of packaging and insurance but exclusive of all costs and charges for transport of theGoods, which shall be paid by the Customer when it pays for the Goods. Any costs and charges fortransport of the Goods set out in the Order shall be valid for 30 days only or until earlieracceptance by the Customer, after which time they may be altered by USystems.If no costs and charges for transport of the Goods are set out in the Order such costs and chargesshall be charged to the Customer by invoice.10.2 The charges for Services shall be on a time and materials basis:a) the charges shall be estimated in accordance with USystems’s standard daily fee rates which areavailable on request;b) (USystems’ standard daily fee rates for each individual person are calculated on the basis of aneight-hour day from8.00 am to 5.00 pm worked on Business Days;c) USystems shall be entitled to charge an overtimed) rate of 5 per cent of the standard daily fee rate on a pro-rata basis for each part day or forany time worked by individuals whom it engages on the Services outside the hours referredto in clausee) 10.2(b); andf) USystems shall be entitled to charge the Customer for any expenses reasonably incurred by theindividuals whom USystems engages in connection with the Services including, but not limited to,travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost ofservices provided by third parties and required by USystems for the performance of the Services,and for the cost of any materials.10.3 USystems reserves the right to increase the price of the Goods, by giving notice to theCustomer at any time before delivery, to reflect any increase in the cost of the Goods to USystemsthat is due to:a) any factor beyond the control of USystems (including foreign exchange fluctuations, increases intaxes and duties, and increases in labour, materials and other manufacturing costs);b) any request by the Customer to change the delivery date(s), quantities or types of Goodsordered, or the Goods Specification; orc) any delay caused by any instructions of the Customer in respect of the Goods or failure of theCustomer to give USystems adequate or accurate information or instructions in respect of the Goods.10.4 Unless expressly stated otherwise in a USystems quotation, in respect of Goods, USystems shallinvoice the Customer on or at any time after completion of delivery. In respect of Services,USystems shall invoice the Customer monthly in arrears.10.5 Unless expressly stated otherwise in a USystems quotation the Customer shall pay each invoicesubmitted by USystems:a) within 30 days of the date of the invoice; andb) in full and in cleared funds to a bank account nominated in writing by USystems, and time forpayment shall be of the essence of the Contract.10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect ofvalue added tax chargeable from time to time (VAT) or any other sales tax applicable. Where anytaxable supply for VAT purposes (or other equivalent tax) is made under the Contract by USystems tothe Customer, the Customer shall, on receipt of a valid VAT invoice (or other equivalent tax) fromUSystems, pay to USystems such additional amounts in respect of VAT or other applicable tax as arechargeable on the supply of the Services or Goods at the same time as payment is due for the supplyof the Services or Goods.10.7 Without limiting any other right or remedy of USystems, if the Customer fails to make anypayment due to USystems under the Contract by the due date for payment (Due Date), USystems shallhave the right to suspend or terminate the Contract until due payment is made, and charge intereston the overdue amount at the rate of 4 per cent per annum above the then current Barclays Bankplc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of theoverdue amount, whether before or after judgment, and compounding quarterly.10.8 The Customer shall pay all amounts due under the Contract in full and in the currency statedon the invoice without any deduction or withholding except as required by law andthe Customer shall not be entitled to assert any credit, set-off or counterclaim against USystemsin order to justify withholding payment of any such amount in whole or in part. USystems may,without limiting its other rights or remedies, set off any amount owing to it by the Customeragainst any amount payable by USystems to the Customer.11. Intellectual Property Rights11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shallbe owned by USystems, including any Intellectual Property Rights contained in USystems’s quotation,proposal material and associated correspondence.11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights inthe Services, the Customer’s use of any such Intellectual Property Rights is conditional onUSystems obtaining a written licence from the relevant licensor on such terms as will entitleUSystems to license such rights to the Customer.11.3 All USystems Materials are the exclusive property of USystems.
12.1 A party (Receiving Party) shall keep in strict confidence all technical or commercialknow-how, specifications, inventions, processes or initiatives which are of a confidential natureand have been disclosed to the Receiving Party by the other party (Disclosing Party), itsemployees, agents or subcontractors, and any other confidential information concerning theDisclosing Party’s business or its products or its services which the Receiving Party may obtain,including any information contained in USystems’s quotation and associated correspondence. TheReceiving Party shall restrict disclosure of such confidential information to such of itsemployees, agents or subcontractors as need to know itfor the purpose of discharging the Receiving Party’s obligations under the Contract, and shallensure that such employees, agents or subcontractors are subject to obligations of confidentialitycorresponding to those which bind the Receiving Party. This clause 12 shall survive termination ofthe Contract.
13.1 Nothing in these Conditions shall limit or exclude Systems’ liability for:a) death or personal injury caused by its negligence, or the negligence of its employees, agents orsubcontractors;b) fraud or fraudulent misrepresentation; action 2 of the Supply of d Services Act 1982 (title and quiet possession);d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quietpossession); ore) defective products under the Consumer Protection Act 1987.13.2 Subject to clause 13.1:a) USystems shall under no circumstances whatever be liable to the Customer, whether in contract,tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or anyindirect or consequential loss arising under or in connection with the Contract; andb) USystems’ total aggregate liability to the customer in respect of all other losses arising underor in connection with the Contract and any other Orders placed with USystems, whether in contract,tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstancesexceed the lesser of(i) the amounts paid by the Customer to USystems in respect of the Goods and Services to which theOrder or Orders relate; and(ii) Two Million Pounds (£2,000,000).13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied bysections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permittedby law, excluded from the Contract.13.4 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, USystems may terminate the Contract:a) by giving the customer one (1) months’ written notice;b) with immediate effect by giving written notice to the Customer if the Customer fails to pay anyamount due under this Contract on the due date for payment; orc) with immediate effect by giving written notice to the Customer if the Customer suspends, orthreatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admitsinability to pay its debts or (being a company) is deemed unable to pay its debts within themeaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unableto pay its debts or as having no reasonable prospect of so doing, in either case, within themeaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whomany of the foregoing apply; an application is made to court, or an order is made,for the appointment of an administrator or if a notice of intention to appoint an administrator isgiven or if an administrator is appointed over the other party (being a company); a person becomesentitled to appoint a receiver over the assets of the other party or a receiver is appointed overthe assets of the other party; or any event occurs, or proceeding is taken, with respect to theother party in any jurisdiction to which it is subject thathas an effect equivalent or similar to any of the events mentioned in this clause 14.1(c) or theCustomer suspends, threatens to suspend, ceases or threatens to cease to carry on, all orsubstantially the whole of its business.14.2 Without limiting its other rights or remedies, USystems shall have the right to suspend thesupply of Services or all further deliveries of Goods under the Contract or any other contractbetween the Customer and USystems if:a) the Customer fails to pay any amount due under this Contract on the due date for payment; orb) the Customer becomes subject to any of the events listed in clause 14.1(c) or USystemsreasonably believes that the Customer is about to become subject to any of them.
15.1 On termination of the Contract for any reason:a) the Customer shall immediately pay to USystems all of USystems’s outstanding unpaid invoices andinterest and, in respect of Services supplied but for which no invoice has yet been submitted,USystems shall submit an invoice, which shall be payable by the Customer immediately on receipt;b) the Customer shall return all of the USystems Materials and any Deliverables which have not beenfully paid for. If the Customer fails to do so, then USystems may enter the Customer’s premises andtake possession of them. Until theyhave been returned, the Customer shall be solely responsible for their safe keeping and will notuse them for any purpose not connected with this Contract;c) the accrued rights and remedies of the parties as at termination shall not be affected,including the right to claim damages in respect of any breach of the Contract which existed at orbefore the date of termination or expiry; andd) clauses which expressly or by implication have effect after termination shall continue in fullforce and effect.
16.1 Force majeure:a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonablecontrol of USystems including but not limited to strikes, lock-outs or other industrial disputes(whether involving the workforce of the party or any other party), failure of a utility service ortransport network, actof God, war, riot, civil commotion, malicious damage, compliance with any law or governmentalorder, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, stormor default of suppliers or subcontractors.b) USystems shall not be liable to the Customer as a result of any delay or failure to perform itsobligations under this Contract as a result of a Force Majeure Event.c) If the Force Majeure Event prevents USystems from providing any of the Services and/or Goods formore than twenty-six (26) weeks, USystems shall, without limiting itsother rights or remedies, have the right to terminate this Contract immediately by giving writtennotice to the Customer.16.2 Assignment and subcontracting:a) USystems may at any time assign, transfer, charge, subcontract or deal in any other manner withall or any of its rights under the Contract and may subcontract or delegate in any manner any orall of its obligations under the Contract to any third party.b) The Customer shall not, without the prior written consent of USystems, assign, transfer, charge,subcontract or deal inany other manner with all or any of its rights or obligations under the Contract.16.3 Notices:a) Any notice or other communication required to be given to a party under or in connection withthis Contract shall be in writing, in the English language ((or accompanied by an accuratetranslation into English) and shall be delivered to the other party personally or sent by prepaidfirst- class post, recorded delivery or by commercial courier, at its registered office (if acompany) or (in any other case) its principal place of business, or sent by fax to the otherparty’s main fax number.b) Any notice or other communication shall be deemed to have been duly received if deliveredpersonally, when leftat such address or, if sent by prepaid first- class post or recorded delivery, at 9.00 am on thesecond Business Day after posting, or if delivered by commercial courier, on the date and at thetime that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Dayafter transmission.c) This clause 16.3 shall not apply to the service of any proceedings or other documents in anylegal action. For the purposes of this clause, “writing” shall not include e-mails and for theavoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.16.4 Waiver and cumulative remedies:a) A waiver of any right under the Contract is only effective if it is in writing and shall not bedeemed to be a waiver of any subsequent breach or default. No failure or delay by a partyin exercising any right or remedy under the Contract or by law shall constitute a waiver of that orany other right or remedy, nor preclude or restrict its further exercise. No single or partialexercise of such right or remedy shall preclude or restrict the further exercise of that or anyother right or remedy.b) Unless specifically provided otherwise, rights arising under ontract are cumulative and do notexclude rights providedy law.16.5 Severance:a) If a courfinds that any provision of the Contract (or part of any provision) is invalid, illegal orunenforceable, that provision or part-provision shall, to the extent required, be deemed deleted,and the validity and enforceability of the other provisions of the Contract shall not be affected.b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceableand legal if some part of it were deleted, the provision shall apply with the minimum modificationnecessary to make it legal, valid and enforceable.16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute apartnership or joint venture ofany kind between any of the parties, nor constitute any party the agent of another party for anypurpose. No party shall have authority to act as agent for, or to bind, the other party in any way.16.7 Third parties: A person who is not a party to the Contract shall not have any rights under orin connection with it.16.8 Variation: Except as set out in these Conditions, any variation, including the introduction ofany additional terms and conditions, to the Contract shall only be binding when agreed in writingand signed by USystems.16.9 Entire agreement:(a) This Contract constitutes the entire agreement between the parties and supersedes andextinguishes all previous agreements, promises, assurances, warranties, representations andunderstandings between them (including any with USystems Agent), whether written or oral, relatingto its subject matter.The Incoterm shall apply to the relevant parts of this Contract where referenced but where itsprovisions conflict with the terms of this agreement, the terms of this agreement shall prevail.(b) Each party agrees that it shall have no remedies in respect of any statement, representation,assurance or warrantyTerms and Conditions updated September 2021(whether made innocently or negligently) that is not set outin this agreement. Each party agrees that it shall have no claim for innocent or negligentmisrepresentation or negligent misstatement based on any statement in this agreement.16.10 Data Protection/Personal Data: Our Privacy Policy sets out the terms on which we process anypersonal data which we collect from you or that you provide to us. A copy of our Privacy Policy isavailable on our website:http://www.usystems.co.uk/16.11 Governing law: This Contract, and any dispute or claim arising out of or in connection withit or its subject matter or formation (including non-contractual disputes or claims), shall begoverned by, and construed in accordance with, English law.16.12 Jurisdiction:a) Each party irrevocably consents to any process in any legal action or proceedings under clause16.11 above being served on it in accordance with the provisions of this agreement relating toservice of notices. Nothing contained in this agreement shall affect the right to serve process inany other manner permitted by law.b) Nothing in this clause shall limit the right of USystemsto take proceedings against the Customer in any other court of competent jurisdiction, nor shallthe taking of proceedings in any one or more jurisdiction preclude USystems from taking proceedingsin any other jurisdiction, whether concurrently or not, to the extent permitted by the law of suchother jurisdiction.16.13 Language:a) This Contract is drafted in the English language. If this Contract is translated into any otherlanguage, the English language version shall prevail.agreement and any ther document relating to this agreement, shall prevail
These terms and conditions apply where a Customer places an Order for Goods and/or Services with USystems.1.1 In these Conditions, the following definitions and rules of interpretation apply:
: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
: has the meaning set out in clause 2.2.
: these terms and conditions as amended from time to time in accordance with clause 16.8.
the contract between USystems and the Customer for the supply of Goods and/or Services in accordance with these Conditions and including any terms and conditions contained in USystems’ written quotation.
: the person or firm who purchases the Goods and/or Services from USystems.
: the deliverables set out in the Order.
: USystems’ premises at Systems House, 235 Ampthill Road, Bedford MK42 9QG.
: has the meaning given to it in clause 16.1(a).
: the goods (or any part of them) set out in the Order.
: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and USystems.
: Ex Works (EXW) rules applicable to carriage under The Incoterms® Rules 2020 published by The International Chamber of Commerce on 1 January 2020.
: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dressor get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, 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.
: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s order placed pursuant to USystems’s quotation, as the case may be.
: the services, including the Deliverables, supplied byUSystems to the Customer as set out in the Service Specification.Service Specification: the description or specification for the Services provided in writing by USystems to the Customer.
: USystems Limited (a company registered in England and Wales with company number 04616025).
: both of (a) USystems, Inc. a Domestic For-Profit Corporation registered in The State of Texas, United States with File Number 803302867 and (b) 18MC Global PCT T/A USystems India a company registered in India at 109 Vella Street III Floor Purawsalkam Chennai 600084 with company registration U31909TN2021FTC141191.USystems Materials: has the meaning set out in clause 9.1(g).1.2 In these Conditions, the following rules apply:a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);b) a reference to a party includes its personal representatives, successors or permitted assigns;c) a reference to a statute or statutory provision is areference to such statute or statutory provision as amended orre-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;d) Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; ande) a reference to writing or written includes faxes and e-mails.
2.1 No order (including any Order) or contract shall be madebetween the Customer and USystems Agent. Any communication made to or by USystems Agent will not forma legally binding contract between USystems Agent, USystems, the Customer or any other party.2.2 The Order constitutes an offer by the Customer to purchase Goods and/or Services from USystems in accordance with these Conditions.2.3 The Order shall only be deemed to be accepted when USystems issues written acceptance of the Order or, if earlier, USystems delivers the Goods, at which point and on which date the Contract shall come into existence (Commencement Date).2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of USystems which is not set out in the Contract.2.5 Any samples, drawings, descriptive matter or advertising issued by USystems and any descriptions of the Goods or illustrationsor descriptions of the Services contained in USystems’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/ orGoods described in them. They shall not form part of the Contract or have any contractual force.The Customer shall beresponsible to USystems for ensuring the accuracy of the terms of any order (including any applicable specifications or directions) submitted by the Customer, and for giving USystems any necessary information relating to the Goods and / or the Services within a sufficient time to enable USystems to perform the Contract in accordance with its terms.2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.2.7 Any quotation given by USystems shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.2.9 The Customer may not cancel any Order which has been accepted by USystems without the prior written consent of USystems. Without prejudice to the foregoing and any other remedies available to USystems, if the Customer purports to cancel or terminate this Contract, the Customer shall indemnify USystems on demand against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, damages charges, expenses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by USystems as a result of cancellation. For the avoidance of doubt this includes but is not limited to:a) the cost of all labour and materials used;b) third party goods and services that have been ordered prior to the date that the Customer purports to cancel or terminate theContract or such third party goods and services which USystemsis unable to cancel;c) costs, charges, expenses, fees, penalties or otherwisethat USystems incurs as a result of and/or to effect cancellationor termination.2.10 To the extent that the supply of Goods and Services by USystems requires preparationactivities to be undertaken in respect of the site where the Goods are to be installed or theServices performed, the Customer shall, at its own cost,prepare the installation site in accordance with the specifications supplied by USystems,including, without limitation, the provision of such facilities and equipment and carry out suchworks to prepare the Installation Site as may be necessary to enable USystems to install the Goods.If the Customer fails toprepare the installation site and/or fails to provide such facilities and equipment referred to inclause 2.1 above, the Customer shall indemnify USystems for all costs and charges (includingstorage and transportation costs) incurred by USystems as a result of such failure.
3.1 The Goods are described in USystems’s catalogue as modified by any applicable GoodsSpecification.3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specificationsupplied by the Customer, the Customer shall indemnify USystems against all liabilities, costs,expenses, damages and losses (including any direct, indirect or consequential losses, loss ofprofit, loss of reputation and all interest, penalties and legal and other reasonable professionalcosts and expenses) suffered or incurred by USystems in connection with any claim made againstUSystems for actual or alleged infringement of a third party’s intellectual property rights arisingout of or in connection with USystems’s use of the Goods Specification. This clause 3.2 shallsurvive termination of the Contract.3.3 USystems reserves the right to amend the specification of the Goods and/or the GoodsSpecification if required by any applicable statutory or regulatory requirements.
4.1 Delivery of Goods shall be to the Delivery Location unless expressly agreed in writing byUSystems. Unless specified in the Order to the contrary, where USystems agrees to deliver the Goodsto a location other than the Delivery Location delivery shall be in accordance with the Incoterm tosuch agreed location and in addition the following provisions shall apply:a) all costs of carriage, loading, unloading and insurance and any export or import duties andlicences and any other costs incurred by USystems shall be borne by the Customer;b) if, in USystems’ reasonable opinion, special packaging beyond the standard packaging provided byUSystems is required, the Customer shall reimburse USystems for the costs of such packaging;c) USystems shall not be liable for any damage incurred during transit, howsoever caused;d) USystems shall use its preferred carrier unless the Customer specifies otherwise in Writing;e) USystems’ carrier shall provide insurance cover for the Goods equal to the value of the Goodsand such insurance premium shall be payable by the Customer in accordance with the provisions ofclauses 4.3;f) the Customer shall be responsible to make such additional insurance arrangements as it deemsappropriate and neither the carrier nor USystems shall be liable if such cover is inadequate;g) the Customer shall provide USystems its employees, agents, consultants, subcontractors or thirdparty carriers with access to the delivery location with any other requirements required byUSystems including but not limited to:• Appropriate vehicles• pre-booked delivery time slots• ensuring height restrictions are overcome• permits.h) unless otherwise agreed the Customer shall be responsible for obtaining any export and/or importlicences or other consents and shall make such items available to USystems prior to therelevant shipment.In the event that any of the provisions in this clause 4 conflict with the Incoterm, the provisionsof this clause 4 shall prevail.4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location andprior to the off-loading of the Goods at the Delivery Location which shall be the Customer’sresponsibility.4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery isnot of the essence. USystems shall not be liable for any delay in delivery of the Goods includingany delay that is caused by a Force Majeure Event or the Customer’s failure to provide USystemswith adequate delivery instructions or any other instructions that are relevant to the supply ofthe Goods.4.4 If USystems fails to deliver the Goods, its liability shall be limited to the costs andexpenses incurred by the Customer in obtaining replacement goods of similar description and qualityin the cheapest market available, less the price of theGoods. USystems shall have no liability for any failure to deliver the Goods to the extent thatsuch failure is caused by a Force Majeure Event, or the Customer’s failure to provide USystems withadequate delivery instructions for the Goods or any relevant instruction related to the supply ofthe Goods.4.5 If the Customer fails to accept or take delivery of the Goods within three (3) days ofUSystems notifying the Customer that the Goods are ready, then except where such failure or delayis caused by a Force Majeure Event or by USystems’s failure to comply with its obligations underthe Contract in respect of the Goods:a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth dayfollowing the day on which USystems notified the Customer that the Goods were ready; andb) USystems shall store the Goods until delivery takes place, and charge the Customer for allrelated costs and expenses (including insurance).4.6 If ten (10) days after USystems notified the Customer that the Goods were ready for deliverythe Customer has not accepted or taken delivery of them, USystems may resell or otherwise disposeof part or all of the Goods and, after deducting reasonable storage and selling costs, account tothe Customer for any excess over the price of the Goods or charge the Customer for any shortfallbelow the price of the Goods.4.7 USystems may deliver the Goods by instalments, which shall be invoiced and paid forseparately. Each instalment shall constitute a separate contract. Any delay in delivery or defectin an instalment shall not entitle the Customer to cancel any other instalment.
5.1 USystems warrants that on delivery the Goods shall, and in respect of those Goods manufacturedby USystems, USystems warrants for a period of 12 months from the date of delivery that the Goodsshall (Warranty Period):a) conform in all material respects with their description and any applicable Goods Specification;b) be free from material defects in design, material and workmanship;c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); andd) be fit for any purpose held out by USystems.5.2 Subject to clause 5.3, if:a) the Customer gives notice in writing via a purchase order form to USystems during the WarrantyPeriod within a reasonable time of discovery that some or all of the Goods do not comply with thewarranty set out in clause5.1;b) USystems is given a reasonable opportunity of examining such Goods; andc) the Customer (if asked to do so by USystems) returns such ystems shall, at its option, repair orreplace the defective Goods, or refund the price of the defective Goods in full.5.3 USystems shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1if:a) the Customer makes any further use of such Goods after giving a notice in accordance with clause5.2;b) the defect arises because the Customer failed to follow USystems’s oral or written instructionsas to the storage, installation, commissioning, use or maintenance of the Goods or (if there arenone) good trade practice;c) the defect arises as a result of USystems following any drawing, design or Goods Specificationsupplied by the Customer;d) the Customer alters or repairs such Goods without the written consent of USystems;e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormalworking conditions; orf) the Goods differ from their description and/or the Goods Specification as a result of changesmade to ensure they comply with applicable statutory or regulatory standards.5.4 Except as provided in this clause 5, USystems shall have no liability to the Customer inrespect of the Goods’ failure to comply with the warranty set out in clause 5.1.5.5 Upon raising a purchase order in accordance with clause 5.2(a) the Customer shall be liablefor call out costs (including butnot limited to travel costs). If upon examination in accordance with clause 5.2 USystems determinesthat there has been a breach of the warranty set out in clause 5.1 then USystems shall refund theCustomer for call out costs. For the avoidance of doubt, if USystems, in its sole discretion,determines thatthe warranty in clause 5.1 has not been breached or if USystems considers that the Customer is inbreach of clause5.3 then the Customer shall be liable for all call out costs as determined by USystems.5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied byUSystems under clause 5.2.
6.1 If the Customer wishes to return or exchange Goods for any reason not covered by the warrantyset out in clause 5.1, then the Customer may only do so with the prior written agreement ofUSystems which may be granted or withheld at USystems’ absolute discretion. Subject to USystems’agreement, Goods being returned under this clause 6 shall only be accepted by USystems ifaccompanied by a goods’ return note, which shall be issued by USystems to signify agreement to thereturn, and in good repair and condition or if the Goods are damaged subject to payment by theCustomer for any necessary repair works. Where the Customer wishes to return or exchange Goods forany reason not covered by the warranty set out in clause 5.1, USystems shall charge the Customer aminimum re-stocking fee equivalent to 30% of the price of the Goods. The Customer is responsiblefor any costs incurredin returning Goods to USystems and for the risk in the Goods until received by USystems.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.7.2 Title to the Goods shall not pass to the Customer until the earlier of:a) USystems has received payment in full (in cash or cleared funds) for:• the Goods; and• any other goods that USystems has supplied to the Customer in respect of which payment hasbecome due; orb) USystems electing to transfer title in the Goods to the Customer.7.3 Until title to the Goods has passed to the Customer, the Customer shall:a) hold the Goods on a fiduciary basis as USystems’s bailee;b) store the Goods separately from all other goods held bythe Customer so that they remain readily identifiable USystems’sproperty;c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;d) maintain the Goods in satisfactory condition;e) keep them insured against all risks for their full price on USystems’s behalf from the date ofdelivery;f) notify USystems immediately if it becomes subject to any of the events listed in clause 14.1(a)to clause 14.1(k); andg) give USystems such information relating to the Goods as USystems may require from time to time,but the Customer may resell or use the Goods in the ordinary course of its business.7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of theevents listed in clause 14.1(a)to clause 14.1(c), or USystems reasonably believes that any such event is about to happen andnotifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocablyincorporated into another product, and without limiting any other right or remedy USystems mayhave, USystems may at any time require the Customer to deliver up the Goods and, if the Customerfails to do so promptly, enter any premises of the Customer or of any third party wherethe Goods are stored in order to recover them. The Customer shall indemnify USystems for all costsand expenses (including but not limited to carriage costs, licences and insurances) incurred torecover the Goods.
8.1 USystems shall provide the Services to the Customer in accordance with the ServiceSpecification in all material respects.8.2 USystems shall use all reasonable endeavours to meetany performance dates for the Services specified in the Service Specification, but any such datesshall be estimates only and time shall not be of the essence for the performance of the Services.8.3 USystems shall have the right to make any changes to the Services which are necessary tocomply with any applicable law or safety requirement, or which do not materially affect the natureor quality of the Services, and USystems shall notify the Customer in any such event.8.4 USystems warrants to the Customer that the Services will be provided using reasonable care andskill.
9.1 The Customer shall:a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specificationare complete and accurate;b) co-operate with USystems in all matters relating to the Services;c) provide USystems, its employees, agents,consultants and subcontractors, with access to the Customer’s premises, office accommodation andother facilities as reasonably required by USystems to provide the Services;d) provide USystems with such information and materials as USystems may reasonably require tosupply the Services, and ensure that such information is accurate in all material respects;e) prepare the Customer’s premises for the supply of the Services;f) obtain and maintain all necessary licences, permissions and consents which may be required forthe Services before the date on which the Services are to start; andg) keep and maintain all materials, equipment, documents and other property of USystems (USystemsMaterials) at the Customer’s premises in safe custody at its own risk, maintain USystems Materialsin good condition until returned to USystems, and not dispose of or use USystems Materialsother than in accordance with USystems’s written instructions or authorisation.9.2 If USystems’s performance of any of its obligations in respectlayed by any act or omission Customer or failure by the Customer to performa) USystems shall without limiting its other rights or remedies have the right to suspendperformance of the Services untilthe Customer remedies the Customer Default, and to rely on the Customer Default to relieve it fromthe performance of anyof its obligations to the extent the Customer Default prevents or delays USystems’s performance ofany of its obligations;b) USystems shall not be liable for any costs or losses sustained or incurred by the Customerarising directly or indirectly from USystems’s failure or delay to perform any of its obligationsas set out in this clause 9.2; andc) the Customer shall reimburse USystems on written demand for any costs or losses sustained orincurred by USystems arising directly or indirectly from the Customer Default.
10.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, theprice set out in USystems’s published price list as at the date of delivery. All prices quoted arevalid for 30 days only or until earlier acceptance by the Customer, after which time they may bealtered by USystems. Unless stated otherwise, the price of the Goods is inclusive of all costs andcharges of packaging and insurance but exclusive of all costs and charges for transport of theGoods, which shall be paid by the Customer when it pays for the Goods. Any costs and charges fortransport of the Goods set out in the Order shall be valid for 30 days only or until earlieracceptance by the Customer, after which time they may be altered by USystems.If no costs and charges for transport of the Goods are set out in the Order such costs and chargesshall be charged to the Customer by invoice.10.2 The charges for Services shall be on a time and materials basis:a) the charges shall be estimated in accordance with USystems’s standard daily fee rates which areavailable on request;b) (USystems’ standard daily fee rates for each individual person are calculated on the basis of aneight-hour day from8.00 am to 5.00 pm worked on Business Days;c) USystems shall be entitled to charge an overtimed) rate of 5 per cent of the standard daily fee rate on a pro-rata basis for each part day or forany time worked by individuals whom it engages on the Services outside the hours referredto in clausee) 10.2(b); andf) USystems shall be entitled to charge the Customer for any expenses reasonably incurred by theindividuals whom USystems engages in connection with the Services including, but not limited to,travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost ofservices provided by third parties and required by USystems for the performance of the Services,and for the cost of any materials.10.3 USystems reserves the right to increase the price of the Goods, by giving notice to theCustomer at any time before delivery, to reflect any increase in the cost of the Goods to USystemsthat is due to:a) any factor beyond the control of USystems (including foreign exchange fluctuations, increases intaxes and duties, and increases in labour, materials and other manufacturing costs);b) any request by the Customer to change the delivery date(s), quantities or types of Goodsordered, or the Goods Specification; orc) any delay caused by any instructions of the Customer in respect of the Goods or failure of theCustomer to give USystems adequate or accurate information or instructions in respect of the Goods.10.4 Unless expressly stated otherwise in a USystems quotation, in respect of Goods, USystems shallinvoice the Customer on or at any time after completion of delivery. In respect of Services,USystems shall invoice the Customer monthly in arrears.10.5 Unless expressly stated otherwise in a USystems quotation the Customer shall pay each invoicesubmitted by USystems:a) within 30 days of the date of the invoice; andb) in full and in cleared funds to a bank account nominated in writing by USystems, and time forpayment shall be of the essence of the Contract.10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect ofvalue added tax chargeable from time to time (VAT) or any other sales tax applicable. Where anytaxable supply for VAT purposes (or other equivalent tax) is made under the Contract by USystems tothe Customer, the Customer shall, on receipt of a valid VAT invoice (or other equivalent tax) fromUSystems, pay to USystems such additional amounts in respect of VAT or other applicable tax as arechargeable on the supply of the Services or Goods at the same time as payment is due for the supplyof the Services or Goods.10.7 Without limiting any other right or remedy of USystems, if the Customer fails to make anypayment due to USystems under the Contract by the due date for payment (Due Date), USystems shallhave the right to suspend or terminate the Contract until due payment is made, and charge intereston the overdue amount at the rate of 4 per cent per annum above the then current Barclays Bankplc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of theoverdue amount, whether before or after judgment, and compounding quarterly.10.8 The Customer shall pay all amounts due under the Contract in full and in the currency statedon the invoice without any deduction or withholding except as required by law andthe Customer shall not be entitled to assert any credit, set-off or counterclaim against USystemsin order to justify withholding payment of any such amount in whole or in part. USystems may,without limiting its other rights or remedies, set off any amount owing to it by the Customeragainst any amount payable by USystems to the Customer.11. Intellectual Property Rights11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shallbe owned by USystems, including any Intellectual Property Rights contained in USystems’s quotation,proposal material and associated correspondence.11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights inthe Services, the Customer’s use of any such Intellectual Property Rights is conditional onUSystems obtaining a written licence from the relevant licensor on such terms as will entitleUSystems to license such rights to the Customer.11.3 All USystems Materials are the exclusive property of USystems.
12.1 A party (Receiving Party) shall keep in strict confidence all technical or commercialknow-how, specifications, inventions, processes or initiatives which are of a confidential natureand have been disclosed to the Receiving Party by the other party (Disclosing Party), itsemployees, agents or subcontractors, and any other confidential information concerning theDisclosing Party’s business or its products or its services which the Receiving Party may obtain,including any information contained in USystems’s quotation and associated correspondence. TheReceiving Party shall restrict disclosure of such confidential information to such of itsemployees, agents or subcontractors as need to know itfor the purpose of discharging the Receiving Party’s obligations under the Contract, and shallensure that such employees, agents or subcontractors are subject to obligations of confidentialitycorresponding to those which bind the Receiving Party. This clause 12 shall survive termination ofthe Contract.
13.1 Nothing in these Conditions shall limit or exclude Systems’ liability for:a) death or personal injury caused by its negligence, or the negligence of its employees, agents orsubcontractors;b) fraud or fraudulent misrepresentation; action 2 of the Supply of d Services Act 1982 (title and quiet possession);d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quietpossession); ore) defective products under the Consumer Protection Act 1987.13.2 Subject to clause 13.1:a) USystems shall under no circumstances whatever be liable to the Customer, whether in contract,tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or anyindirect or consequential loss arising under or in connection with the Contract; andb) USystems’ total aggregate liability to the customer in respect of all other losses arising underor in connection with the Contract and any other Orders placed with USystems, whether in contract,tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstancesexceed the lesser of(i) the amounts paid by the Customer to USystems in respect of the Goods and Services to which theOrder or Orders relate; and(ii) Two Million Pounds (£2,000,000).13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied bysections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permittedby law, excluded from the Contract.13.4 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, USystems may terminate the Contract:a) by giving the customer one (1) months’ written notice;b) with immediate effect by giving written notice to the Customer if the Customer fails to pay anyamount due under this Contract on the due date for payment; orc) with immediate effect by giving written notice to the Customer if the Customer suspends, orthreatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admitsinability to pay its debts or (being a company) is deemed unable to pay its debts within themeaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unableto pay its debts or as having no reasonable prospect of so doing, in either case, within themeaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whomany of the foregoing apply; an application is made to court, or an order is made,for the appointment of an administrator or if a notice of intention to appoint an administrator isgiven or if an administrator is appointed over the other party (being a company); a person becomesentitled to appoint a receiver over the assets of the other party or a receiver is appointed overthe assets of the other party; or any event occurs, or proceeding is taken, with respect to theother party in any jurisdiction to which it is subject thathas an effect equivalent or similar to any of the events mentioned in this clause 14.1(c) or theCustomer suspends, threatens to suspend, ceases or threatens to cease to carry on, all orsubstantially the whole of its business.14.2 Without limiting its other rights or remedies, USystems shall have the right to suspend thesupply of Services or all further deliveries of Goods under the Contract or any other contractbetween the Customer and USystems if:a) the Customer fails to pay any amount due under this Contract on the due date for payment; orb) the Customer becomes subject to any of the events listed in clause 14.1(c) or USystemsreasonably believes that the Customer is about to become subject to any of them.
15.1 On termination of the Contract for any reason:a) the Customer shall immediately pay to USystems all of USystems’s outstanding unpaid invoices andinterest and, in respect of Services supplied but for which no invoice has yet been submitted,USystems shall submit an invoice, which shall be payable by the Customer immediately on receipt;b) the Customer shall return all of the USystems Materials and any Deliverables which have not beenfully paid for. If the Customer fails to do so, then USystems may enter the Customer’s premises andtake possession of them. Until theyhave been returned, the Customer shall be solely responsible for their safe keeping and will notuse them for any purpose not connected with this Contract;c) the accrued rights and remedies of the parties as at termination shall not be affected,including the right to claim damages in respect of any breach of the Contract which existed at orbefore the date of termination or expiry; andd) clauses which expressly or by implication have effect after termination shall continue in fullforce and effect.
16.1 Force majeure:a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonablecontrol of USystems including but not limited to strikes, lock-outs or other industrial disputes(whether involving the workforce of the party or any other party), failure of a utility service ortransport network, actof God, war, riot, civil commotion, malicious damage, compliance with any law or governmentalorder, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, stormor default of suppliers or subcontractors.b) USystems shall not be liable to the Customer as a result of any delay or failure to perform itsobligations under this Contract as a result of a Force Majeure Event.c) If the Force Majeure Event prevents USystems from providing any of the Services and/or Goods formore than twenty-six (26) weeks, USystems shall, without limiting itsother rights or remedies, have the right to terminate this Contract immediately by giving writtennotice to the Customer.16.2 Assignment and subcontracting:a) USystems may at any time assign, transfer, charge, subcontract or deal in any other manner withall or any of its rights under the Contract and may subcontract or delegate in any manner any orall of its obligations under the Contract to any third party.b) The Customer shall not, without the prior written consent of USystems, assign, transfer, charge,subcontract or deal inany other manner with all or any of its rights or obligations under the Contract.16.3 Notices:a) Any notice or other communication required to be given to a party under or in connection withthis Contract shall be in writing, in the English language ((or accompanied by an accuratetranslation into English) and shall be delivered to the other party personally or sent by prepaidfirst- class post, recorded delivery or by commercial courier, at its registered office (if acompany) or (in any other case) its principal place of business, or sent by fax to the otherparty’s main fax number.b) Any notice or other communication shall be deemed to have been duly received if deliveredpersonally, when leftat such address or, if sent by prepaid first- class post or recorded delivery, at 9.00 am on thesecond Business Day after posting, or if delivered by commercial courier, on the date and at thetime that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Dayafter transmission.c) This clause 16.3 shall not apply to the service of any proceedings or other documents in anylegal action. For the purposes of this clause, “writing” shall not include e-mails and for theavoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.16.4 Waiver and cumulative remedies:a) A waiver of any right under the Contract is only effective if it is in writing and shall not bedeemed to be a waiver of any subsequent breach or default. No failure or delay by a partyin exercising any right or remedy under the Contract or by law shall constitute a waiver of that orany other right or remedy, nor preclude or restrict its further exercise. No single or partialexercise of such right or remedy shall preclude or restrict the further exercise of that or anyother right or remedy.b) Unless specifically provided otherwise, rights arising under ontract are cumulative and do notexclude rights providedy law.16.5 Severance:a) If a courfinds that any provision of the Contract (or part of any provision) is invalid, illegal orunenforceable, that provision or part-provision shall, to the extent required, be deemed deleted,and the validity and enforceability of the other provisions of the Contract shall not be affected.b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceableand legal if some part of it were deleted, the provision shall apply with the minimum modificationnecessary to make it legal, valid and enforceable.16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute apartnership or joint venture ofany kind between any of the parties, nor constitute any party the agent of another party for anypurpose. No party shall have authority to act as agent for, or to bind, the other party in any way.16.7 Third parties: A person who is not a party to the Contract shall not have any rights under orin connection with it.16.8 Variation: Except as set out in these Conditions, any variation, including the introduction ofany additional terms and conditions, to the Contract shall only be binding when agreed in writingand signed by USystems.16.9 Entire agreement:(a) This Contract constitutes the entire agreement between the parties and supersedes andextinguishes all previous agreements, promises, assurances, warranties, representations andunderstandings between them (including any with USystems Agent), whether written or oral, relatingto its subject matter.The Incoterm shall apply to the relevant parts of this Contract where referenced but where itsprovisions conflict with the terms of this agreement, the terms of this agreement shall prevail.(b) Each party agrees that it shall have no remedies in respect of any statement, representation,assurance or warrantyTerms and Conditions updated September 2021(whether made innocently or negligently) that is not set outin this agreement. Each party agrees that it shall have no claim for innocent or negligentmisrepresentation or negligent misstatement based on any statement in this agreement.16.10 Data Protection/Personal Data: Our Privacy Policy sets out the terms on which we process anypersonal data which we collect from you or that you provide to us. A copy of our Privacy Policy isavailable on our website:http://www.usystems.co.uk/16.11 Governing law: This Contract, and any dispute or claim arising out of or in connection withit or its subject matter or formation (including non-contractual disputes or claims), shall begoverned by, and construed in accordance with, English law.16.12 Jurisdiction:a) Each party irrevocably consents to any process in any legal action or proceedings under clause16.11 above being served on it in accordance with the provisions of this agreement relating toservice of notices. Nothing contained in this agreement shall affect the right to serve process inany other manner permitted by law.b) Nothing in this clause shall limit the right of USystemsto take proceedings against the Customer in any other court of competent jurisdiction, nor shallthe taking of proceedings in any one or more jurisdiction preclude USystems from taking proceedingsin any other jurisdiction, whether concurrently or not, to the extent permitted by the law of suchother jurisdiction.16.13 Language:a) This Contract is drafted in the English language. If this Contract is translated into any otherlanguage, the English language version shall prevail.agreement and any ther document relating to this agreement, shall prevail
