The terms and conditions of trade which are hereinafter set our constitute the offer of Softpriced Hardware hereinafter "the seller", to sell goods to the buyer accepts these terms and conditions as the terms and conditions upon which the seller trades. No variation waiver of, or addition to these terms and conditions shall be binding upon the seller except insofar as such variation, waiver of or addition to these terms and conditions, shall have been agreed in writing by both the seller and the buyer and signed on their behalf. No person in the employment or acting otherwise as agent of the seller or purporting so to do, has authority to accept orders, supply goods on any other condition or to vary these terms in any way whatsoever, save as provided above. Previous dealings between the seller and any buyer shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so. Acceptance of goods from the seller shall be conclusive evidence before any court or arbitrator that these terms and conditions apply.

Subject to clauses 3 and 4 the goods supplied to the buyer shall :-

1. Be of merchantable quality.
2. If sold by description, conform with their description.
3. If sold by sample, conform to the sample
4. If the purpose for which they are required is indicated in writing by the buyer before the seller accepts the buyer’s order be reasonably fit for that purpose.

Save as aforesaid the seller gives no warranty, guarantee, promise whatsoever in relation to the goods supplied and all warranties, conditions representations, guarantees whatsoever in relation to the goods, save as set out above, and hereby excluded.

1. The buyer may to notice in writing to the seller reject the goods if the seller fails to comply with his obligations under clause 3 hereof if the seller gives to the buyer notice in writing of such rejection within 28 days after delivery of the goods to the buyer and if in such notice rejection the buyer specifies the reasons for such rejection.
2. In such case as is set out in clause 4 (a) above the buyer shall thereafter return the rejected goods to the seller and the seller within a reasonable time will replace such rejected goods which in all respects are in accordance with the contract.
3. If the seller does not within a reasonable time replace the rejected goods the seller shall repay to the buyer any Moines paid by the buyer in respect of such rejected goods.

Save as is set out in clause 4 above the seller shall be under no liability to the buyer in respect of the goods supplied to the buyer under the contract, whether such liability arises by way of express or implied terms of this contract, if any by way of misinterpretation as to the goods, or otherwise howsoever whether in contract or intorn. Further the seller’s liability in any event to the buyer howsoever arising in respect to the supply of goods to the buyer shall in no circumstances exceed the value of the goods supplied and the seller shall in no circumstances be liable to the buyer for any consequential losses whether of profit or data or other howsoever arising.

Time for delivery of any goods under this contract is not of the essence of this contract and the only liability of the seller shall be to deliver the goods within a reasonable time and if for any reason after the making of the contract the seller shall not be able to deliver the goods within a reasonable time, then the seller may determine this contract by giving notice in writing to the buyer and shall there after be under no liability whatsoever to the buyer under this contract.

The buyer shall pay the price of the goods on the date specified by the invoice for the invoice for the goods. If any part of the invoice remains unpaid after 28 days from the date of the invoice, the balance unpaid shall bear interest shall be payable by the buyer to the seller at the rate of 4 % over the base rate for the time being of Lloyds Bank Plc until payment of the unpaid balance in full.

The goods the subject of this agreement by the seller to sell shall be at the risk of the buyer as soon as they are delivered by the seller to the buyer’s vehicles or his premises or otherwise to his order.

Such goods shall remain the sole and absolute property of the seller as legal and equitable owner until such time as the buyer shall have paid the seller the agreed price of those goods together with the full price of any other goods on the invoice raised in relation to those goods. If the buyer is a limited company and goes into liquidation owing money to Softpriced Hardware then the directors of the buyer jointly and severally agree to pay to Softpriced Hardware on demand the money so owed by the buyer. The seller reserves the right of the proceeds of the sale of goods by the buyer to a third party.

The buyer’s right to possession of the goods shall cease if he, not being a company, fails to comply with a statutory demand or if he, being a company, does anything or fails to do anything which entitle a receiver to take possession of any assets or which entitle any person to present a petition for winding up. The seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and repossess the same.

If the seller by reason of the failure of the buyer to pay any invoice in respect of the goods supplied under this contract within 56 days of the date of invoice, refers the invoice to a collection agency for collection, then the buyer shall pay the seller may add to the invoice in question the collection charges of such collection agency.

The seller reserves to itself any copyright, patent, trade mark, registered design or otherwise in the goods supplied.