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| By using this site you agree to abide by terms & conditions of AxonWare Ltd Terms and Conditions of trading with AxonWare Ltd websites Definitions "Customer" means customer placing an order for Goods with Axonware Limited. "AxonWare" means Axonware Limited , its trading divisions, subsidiary or associated companies; "Goods" means all equipment, software or services which are subject to customer's order which are to be supplied to customer by AxonWare under these Conditions. "Writing" includes email facsimile transmission and comparable means of communication. Orders There shall be no binding agreement between customer and AxonWare until customer's order has been accepted in Writing by AxonWare and signed by an authorised signatory. Any prior indications by AxonWare shall be provisional only. All orders must be placed using the standard format specified by AxonWare and comply with the prevailing ordering procedures of AxonWare. All orders are accepted subject to the availability of Goods and to these conditions. No terms or conditions put forward by customer shall be binding on AxonWare. customer accepts that these conditions and any specific details stated on its accepted order constitute the entire understanding between parties and supersede any prior promise, representation, undertaking or understanding of any kind. If customer requests a change or cancellation of an order AxonWare reserves the right to reject the change or cancellation or accept it and charge 5% of the order value. No cancellation will be accepted in respect of orders for items not normally stocked by AxonWare. Any such items would specifically ordered for customer and will be held by AxonWare at customer's risk and customer shall insure accordingly. Prices Unless otherwise expressly agreed in Writing the Goods shall be sold and invoiced at AxonWare's current prices at the date of despatch. Catalogues, web site, price lists, videos and other advertising material are provided for illustrative purposes only. Unless otherwise agreed in Writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to customer. All quotations are valid only on the date given and all quotations and prices are based on details provided by customer and do not apply where customer alters the details on which such quotations and prices are based. AxonWare reserves the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by customer and to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of quotation and delivery. Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or document or information produced by AxonWare shall be subject to correction without any liability on the part of AxonWare. Delivery ESD (Electronic software Delivery) will be to the email address supplied by customer. If a DVD or supplementary DVD is supplied - delivery shall be at customer's premises or, if different, the place specified in customer's order. AxonWare will deliver as near as possible to the delivery premises as safe hard road permits and to the ground floor only of such premises. customer shall provide at its own expense the labour for unloading and customer shall unload with reasonable despatch. Where such labour is not made available AxonWare shall be entitled to charge the cost of labour in unloading. Damage caused due to inadequate delivery access or careless unloading shall be at customer's risk. Dates and times quoted by AxonWare are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages. customer shall note any claim for short delivery and/or damage to components or packaging on the delivery schedule at the time of delivery and shall confirm such claims in Writing to AxonWare within 7 days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period. AxonWare reserves the right to make part deliveries. Any request by customer for AxonWare to delay or split delivery may result in a stockholding charge and any additional cost incurred by customer, which shall insure accordingly. Subject to AxonWares conditions, Risk in the Goods shall pass on delivery or collection by customer or its agent, whichever is the earlier. AxonWare shall be entitled to assume that any person signing a delivery note in respect of the Goods on behalf of customer or customer's customer (if AxonWare has agreed to deliver direct) appearing or claiming to have authority to accept delivery on behalf of customer or customer's customer (as the case may be) shall in fact have the authority. Payment If Customer is not an account holder approved in Writing by AxonWare for credit terms all invoices are payable before delivery of the Goods or immediately following submission of a pro forma invoice from AxonWare whichever is the earlier. If Customer is an approved account customer, all invoices are payable net within 7 days of the date of invoice. Customer shall not entitled to withhold payment of any amount due to AxonWare in respect of any claim for damage to Goods or any alleged breach of contract by AxonWare, nor shall customer be entitled to any right of set-off. Without prejudice to AxonWare's other rights if customer fails to pay any amount on the due date; AxonWare shall have the right to cancel any contract made with Customer and/or to suspend deliveries; AxonWare reserves the right to charge interest on a daily basis on overdue amounts at the rate of 4% above European central bank base rate until payment; customer shall indemnify AxonWare and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts; The whole of the balance then outstanding to AxonWare by customer on any account whatsoever shall become immediately due and payable AxonWare reserves the right to require customer to pay Goods in advance and to recharge or refuse discount if customer fails to maintain credit account arrangements satisfactory to AxonWare. Title AxonWare shall retain full ownership of and title to all Goods delivered to customer or any part there of unless and until customer has paid all sums owing to AxonWare. AxonWare transfers no title to or ownership in Goods comprising software (or any other software) to customer or any third party. While any amount remains outstanding to AxonWare from Customer; Customer shall keep the Goods as fiduciary bailee for AxonWare and shall store the Goods separately from its other chattels and in a manner that clearly shows that they are owned by AxonWare. Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that remain the property of AxonWare. Customer will deliver up or have delivered up to AxonWare Goods upon demand and AxonWare may without limiting any other rights or remedies available to it at law in equity or by statute seize repossess and/or resell Goods at its discretion and in exercise of such rights AxonWare may enter any premises in which it reasonably believes from time to time any Goods are located; Customer may only sell transfer or otherwise dispose of the Goods to its customers in the ordinary course of its business and in accordance with the provisions of these conditions; where customer is paid by or on behalf of any customer or shall receive the proceeds of any insurance claim in respect of any Goods it shall pay such proceeds to AxonWare as soon as reasonably practicable to do so after receipt until AxonWare is paid in full and shall hold the same as trustee for AxonWare and keep a separate account of all such proceeds for such purpose; customer shall take all due care (or ensure that all due care is taken) of the Goods and customer shall bear the sole liability for insurance of the Goods and shall indemnify AxonWare for any loss whatsoever suffered or incurred by AxonWare arising out of any failure to insure such Goods. Warranty customer acknowledges that AxonWare is not the manufacturer of the Goods. AxonWare will pass on to customer such unexpired warranties it receives from the manufacturer of the Goods as are capable of transfer and AxonWare's liability shall be limited to such guarantee as it may receive from the manufacturer. In particular no warranty is given in respect of the documentation or Goods or services not provided by AxonWare. AxonWare offers a warranty on Goods assembled by AxonWare from component parts and details of such warranty will be provided on request. customer acknowledges that software products are by their nature susceptible to imperfections in operation and no warranty is given in respect thereof. AxonWare's obligations and liabilities in respect of the Goods shall be limited to those set out expressly herein and AxonWare specifically excludes but without limitation the implied conditions of satisfactory quality and fitness for any particular use or purpose. AxonWare shall have no liability whatsoever in respect of any advice and/or information which may be given to customer by AxonWare relating to Goods, configuration or otherwise. AxonWare's liability in respect of any defects in or failure of Goods or for the loss or damage attributable thereto or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such Goods which upon inspection by AxonWare appear to be defective and in any event AxonWare's maximum aggregate liability arising in respect of the supply of Goods or services shall be limited to the original VAT exclusive price for such Goods or services. AxonWare makes no representation and gives no warranty in respect of the sources of origin of manufacture or production of the Goods or any part thereof. customer is advised to keep in force a maintenance contract in respect of the Goods. Returns and Trade in Offers Where an electronic product has been ordered and sent by email to customer - it cannot be returned to AxonWare. The customer's email address is defined the one specified in customer's order. Where a DVD has been requested in addition to ESD it cannot be returned to AxonWare. We encourage you to try before you buy. Most software products are available as a free trial download either from our site or the vendor site. All shipped Goods shall be deemed accepted once signed for at designated address or unless rejected by notice in Writing to AxonWare within 7 days of delivery or collection of the Goods. Any such notice shall give detailed reasons for such rejection. Any payment, credit or refund following return of such rejected Goods to customer shall only be given once the same has been received by AxonWare from the manufacturer, supplier or insurer as the case may be. Before returning any Goods which have been rejected customer shall comply with AxonWare's returns procedure and in particular but without limitation shall obtain from AxonWare a designated return merchandise authorisation (RMA) number and which shall be affixed by customer to the packaging of the Goods to be returned in a prominent position. The issue of an RMA number is solely for administrative purposes and shall not be taken as an admission of any fault and/or liability whatsoever on the part of AxonWare in relation to the Goods being returned. No Goods shall be returned without AxonWare's prior approval and AxonWare reserves the right to repair Goods rather than accept their return If AxonWare has agreed to accept the return of Goods other than for the purpose of carrying out any other repair or replacement the Goods must be returned in their original packaging and in a clean resalable condition failing which AxonWare will refuse to accept the same and customer shall remain liable for the price thereof. Where Goods are returned in connection with a trade-in offer from the manufacturer AxonWare will accept such Goods as agent for customer at customer's risk and expense. Product Changes AxonWare will use its reasonable endeavours to inform customer of any alterations made by the manufacturer to the specification of Goods. AxonWare shall be entitled to substitute an alternative product of equivalent functionality and at the same price or to cancel any orders for Goods that have been declared ‘end of life' by the manufacturer. Trademarks, Patents and Copyrights Customer recognises the manufacturer's ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights. Customer will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice. Customer will promptly notify AxonWare if it becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistance to AxonWare and/or the manufacturer in connection with any resultant proceedings. Confidential Information AxonWare may from time to time impart to customer certain confidential information of a commercially sensitive or technical nature and customer hereby agrees that it will use such information solely for the purpose of this Agreement and that it shall not disclose such information whether directly or indirectly to any third party. AxonWare may use cookies on this website to log you into the system, remember your shopping cart items and to enable automatic logging in for repeat visitors. Software Licensing AxonWare shall grant to customer only such rights in connection with any Goods that are software and the copyright and other intellectual property rights relating thereto as it shall be licensed to grant pursuant to the terms upon which the owner licenses AxonWare thereof. customer shall only be entitled to sub-licence such software to its end user customers using the standard form license supplied by AxonWare. Export Controls customer acknowledges that the Goods may be subject to U.S. and local government export controls. Where these apply it is customer's sole responsibility to obtain authorisation from the appropriate authorities before re-exporting the Goods from the country of purchase. Severability If and to the extent that any provision or any part of these Conditions is deemed to be illegal void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain in full force and effect. In particular, should any limitation of AxonWare's liability contained in these Conditions be held to be illegal void or unenforceable under any applicable statute or rule of law it shall to that extent only be deemed severed here from, but, if AxonWare thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Conditions. Records customer shall maintain complete and accurate records of all Goods sold or returned or traded in and the names and addresses of all persons to whom software has been sub-licensed. customer shall provide such activity reports in connection with the sale and sub-licensing of Goods as AxonWare shall reasonably request from time to time. Force Majeure AxonWare shall not be liable to customer on any account whatsoever in the event that AxonWare is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expression shall mean: act of God, fire, flood, storm, power failure, reduction of power supplies, mechanical failure or lack shortage of materials or stock or any circumstance beyond the reasonable control of AxonWare; and AxonWare or any other party or any action taken by AxonWare in connection therewith or in consequence or furtherance thereof. In such event AxonWare may at its option either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss without prejudice to AxonWare's rights to receive payment of the price of all Goods previously delivered. Configuration AxonWare will configure and install Goods to the specification provided by customer at the time of order at such rates as it notifies to customer from time to time. AxonWare will use reasonable care and skill in performing such installation/configuration and will perform such services within a reasonable time. In the event customer changes the specification for such installation/configuration AxonWare reserves the right to require payment for implementing such changes at rates notified to customer from time to time. Distribution Agreement AxonWare agrees with customer that it will comply with the obligations imposed on it by any agreement with any manufacturer relating to the Goods. customer indemnifies AxonWare against all costs claims expenses demands and penalties suffered or incurred by AxonWare as a result of a breach of customer's obligations under any such agreement, such as but not limited to, sub-licensing of software, copyright and warranty provisions. General All Goods are manufactured for standard commercial uses and are not intended to be sold or licensed for use in critical safety systems or in nuclear applications mass transportation and aviation applications. customer may not assign or transfer any of its rights, duties and obligations without the written consent of AxonWare. No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of AxonWare. No waiver by AxonWare of any breach of the Contract by customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Liability AxonWare shall not in any circumstances whatsoever be liable for indirect or consequential loss including but not limited to loss of profits loss of data or use and shall have no liability for any claim based upon the combination operation or use of any Goods with equipment data or programming not supplied by AxonWare or based upon a modification of the Goods with equipment data or programming not supplied by AxonWare or based upon a modification of the Goods. customer is relying on his own skill and judgement in relation to the suitability and compatibility of the Goods for his purposes and AxonWare accepts no liability whatsoever for any knowledge he or his servants or agents may possess as to the purpose for which the Goods are supplied. Any action against AxonWare must be bought no later than 90 days after customer becomes aware that a cause of action has arisen. Relationship The relationship between customer and AxonWare shall be as buyer and seller and nothing contained herein shall be deemed to create a partnership or agency. Law These conditions shall be construed according to the laws of the Republic of Ireland and Customer and AxonWare submit to the nonexclusive jurisdiction of the Irish Courts in connection with any dispute or proceedings arising out of any contract incorporating these Conditions. |
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