A. These Terms and Conditions shall apply to the sale by Camsoft of any items offered for sale by Camsoft, hereinafter known as "Goods", and purchased by any customer, hereinafter known as "Customer".
B. These Terms and Conditions supersede any inconsistent or supplementary provisions contained in the Customer's purchase order or in any other communication. Camsoft contracts with the Customer on condi-tion that the Customer accepts these Terms and Conditions without modification or qualification and, without prejudice to this, the delivery of the Goods or the acceptance of the Goods or any other act or conduct of the Customer in confirmation of the supply of the Goods shall constitute an unqualified acceptance by the Cus-tomer of these Terms and Conditions. No representations, warranties or guarantees other than those con-tained herein and no variation of these Terms and Conditions, shall be binding on Camsoft unless contained in a written document signed by one of Camsoft's partners. Any variation, representation or guarantee made as aforesaid will apply only to the particular order concerned except where otherwise agreed. C. These Terms and Conditions shall not affect any statutory rights to which the Customer may from time to time be entitled to the extent that such rights cannot by law be varied or excluded.
1. Camsoft reserves the right to charge the price for the Goods stated in its price list in force on the date of the acceptance of the Customer's order. Prices are listed under each entry in Camsoft's current catalogue. Value Added Tax (VAT) and any other taxes or duties chargeable in respect of the sale of the Goods shall be payable by the Customer in addition to the net price quoted on all orders with a delivery address in the UK or any other country in the European Union. VAT will not, however, be charged to European Union cus-tomers (other than those based in the UK) who can supply Camsoft with their official VAT registration num-ber.
2. Educational institutions and businesses must submit an official signed order on headed paper or on a signed official order form. An order transmitted by fax is acceptable. An order submitted by email or by telephone is acceptable if an official order number is quoted. An invoice will be sent out under separate cover at the same time as the Goods. Payment is due in full no later than 30 days after the date quoted on the invoice. If payment is not made in full on the due date Camsoft reserves the right to charge interest at 2% per month on the outstanding balance. Under no circumstances can invoices be issued in advance of the supply of the Goods.
3. Private individuals must pay for Goods in advance, either by direct transfer to Camsoft's bank account, or by sterling cheque, or by Visa or Mastercard. Bank transfer charges must be borne by the Customer.
4. Educational institutions and businesses outside the UK must pay for Goods in advance, either by direct transfer to Camsoft's bank account, or by sterling cheque, or by Visa or Mastercard. Bank transfer charges must be borne by the Customer.
5. Any delivery date quoted is only an estimate and not of the essence. Camsoft accepts no responsibility or liability for any delay or failure to deliver Goods ordered.
6. The Customer must allow 28 days for delivery of Goods ordered.
7. Camsoft does not supply Goods on approval or for evaluation. Goods can only be supplied on receipt of an official order or on advance payment. Under certain circumstances, e.g. when the Customer is unsure about the compatibility of a software item with the Customer's own hardware, Goods may be supplied on a sale or return basis, in which case an invoice will be supplied in respect of the Goods. The Goods must be returned within 14 days of delivery or paid for no later than 30 days of the invoice date.
8. Returns of Goods delivered not as ordered or delivered on a sale or return basis shall be in mint, resellable condition.
9. Camsoft warrants to the Customer that the Goods are free from defects in materials or workmanship at the time of supply. Camsoft's only liability in the event of any breach of this warranty shall be to replace without charge any defective Goods returned to Camsoft within 14 days from the date of delivery, and to refund to the Customer any postage costs incurred in returning defective Goods. This warranty does not oblige Camsoft to replace Goods damaged through misuse or by neglect by the Customer.
10. It is the Customer's responsibility to ensure that any computer software ordered from Camsoft is technically compatible with the Customer's hardware. Computer software that is technically incompatible with the Customer's hardware shall not be considered defective and is excluded from the warranty as detailed above in Clause 9.
11. Customers wishing to run software on networks or throughout an educational or business site must negoti-ate an appropriate network or site licence with Camsoft. Customers who are unsure about the compatibility of software with their network(s) must first purchase a single-user licence of the software in order to verify that it is compatible, after which a network or site licence can be negotiated. No refunds can be made on network or site licences once they have been negotiated and supplied.
12. Purchase by the Customer of any computer software supplied by Camsoft implies the purchase only of a licence to use such software and does not imply any other rights. The purchase of such a licence is confined exclusively to the Customer.
13. The undertaking to replace or repair Goods which fail to comply with the warranty contained in these Terms and Conditions shall be the full extent of Camsoft's liability in respect of the sale of the Goods. Except as aforesaid, all warranties or representations expressed, implied, statutory or otherwise and whether arising under the contract of sale, or under any prior agreement, or in oral or written statements made by or on behalf of Camsoft in the course of negotiations with the Customer or the Customer's representatives, are hereby excluded. Under no circumstances shall Camsoft be liable for any direct, indirect, consequential or incidental loss or damage or injury of any kind whatsoever (including without limitation, loss of revenue, con-tracts or profits) or for any damage to or destruction of property, however caused or arising and whether or not as a result of negligence of Camsoft, except for death or personal injury caused by the negligence of Camsoft.
14. Camsoft reserves the right to change designs, colours, materials or specifications of Goods at any time with-out prior notice.
15. No returns of Goods are permitted unless pre-authorised.
16. All returned Goods must be clearly marked with the Customer's full name and address.
17. Proof of postage of returned Goods must be retained by the Customer.
18. The Customer must notify Camsoft within 5 working days after delivery of any damage to Goods in transit, and Camsoft will replace such Goods free of charge. Camsoft shall not be required to replace any Goods damaged in transit if the Customer does not comply with this notification requirement.
19. The Customer must notify Camsoft within 5 working days of the receipt of Camsoft's invoice of any Goods that appear to have gone missing in transit. Camsoft will carry out necessary checks on the whereabouts of the missing Goods, and providing that Camsoft is satisfied that the Goods have been lost irretrievably in transit, the Goods will be replaced.
20. Proof of delivery requests will be accepted within 30 days of the invoice date. A charge will be made for proof of delivery where it is proved that delivery was made and the Customer's signature or the Customer's representative's signature obtained.
21. Risk of loss of damage to the Goods shall pass to the Customer on delivery by Camsoft to the Customer.
22. Absolute property in the Goods shall remain in Camsoft and shall not pass to the Customer until Camsoft has received full payment in full for all Goods delivered and any additional sums due under the contract un-der which the Goods are supplied.
23. The Customer shall store any Goods supplied by Camsoft in such a way that they are clearly identifiable as supplied by Camsoft. The Customer shall maintain records of the Goods identifying them as supplied by Camsoft, and of the persons to whom it sells or disposes of such Goods and of the payments made by such persons for such Goods. In the event of any doubt as to ownership, any Goods in the Customer's posses-sion supplied by Camsoft shall be deemed to belong to Camsoft unless the Customer can prove otherwise. Camsoft shall be free at any time, when any payments from the Customer are outstanding, to appropriate payments made by the Customer to any outstanding invoice.
24. If the Customer sells or otherwise disposes of or makes any insurance claim in respect of the Goods prior to making payment in full for the Goods, the Customer shall not give any warranties or incur any liability on be-half of Camsoft.
25. If the Customer fails to make any payment to Camsoft when due, enters into bankruptcy or a composition with a creditor, has a receiver or manager appointed over all or part of the Customer's assets, or becomes insolvent, or if Camsoft has reasonable cause to believe that any of these events is likely to occur, Camsoft shall have the right, without prejudice to any other remedies: i. to enter without prior notice any premises where property owned by Camsoft may be located and to discharge any sums owed to Camsoft by the Customer; ii. to require the Customer not to re-sell or part with possession of property owned by Camsoft until the Customer has paid in full all sums owed by the Customer to Camsoft; iii. to withhold delivery of any undelivered Goods and to stop any Goods in transit.
26. Camsoft shall not be liable for any loss or damage caused by the delay in the performance or by the non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever which is beyond Camsoft's control, including but not limited to Acts of God, hostilities, civil disturbance, req-uisitioning, governmental or municipal restrictions, prohibitions or enactments of any kind, strike, lockout or trade disputes (whether involving its own employees or those of any other person), difficulties in obtaining staff or materials, breakdown of machinery, fire or accident. Should any such event occur, Camsoft may cancel or suspend any order of Goods by the Customer without incurring any liability for any loss or damage thereby occasioned.
27. These Terms and Conditions shall be governed and construed by English Law and the English Courts shall have exclusive jurisdiction in connection herewith.
28. In the event that any provisions of these Terms and Conditions shall be held by a court of law to be contrary to law, the remaining provisions of these Terms and Conditions shall remain in full force and effect.
Updated 7 March 2008
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