1.1 These terms and conditions ("Terms") apply to all sales of Products, Software, and Services (as defined below) by ERP Experts or any of its subsidiaries. By placing an order with ERP Experts for any Products, Software or Services, you ("The Customer") accept and are bound by these Terms.
1.2 These Terms may be appended to a Services Agreement (as defined below). These Terms together with the relevant Services Agreement form a legally binding contract between you and ERP Experts in relation to your purchase and use of the relevant Products, Software and Services. In the event of a conflict between the Services Agreement and these Terms, the Services Agreement shall take precedence.
2.1 In these Terms the following definitions apply:
2.1.1 "Charges" means the charges payable by the Customer for the supply of the Products, Software and/or Services in accordance with clause 2.1.7.
2.1.2 "Contract" means the contract between ERP Experts and the Customer for the supply of the Products, Software and/or Services, incorporating either (a) the applicable Service Agreement and these Terms; or (b) if no Service Agreement is entered into, ERP Experts’s quotation in relation to the applicable Products, Software or Services and these Terms.
2.1.3 "Customer" means the person identified as the customer of the Products, Software or Services in a Services Agreement, or any other person ordering or purchasing Products, Software or Services governed by these Terms.
2.1.4 "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or 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.
2.1.5 "Products" means any goods supplied or to be supplied by ERP Experts to the Customer pursuant to the Contract, including hardware and/or software products.
2.1.6 "Services Agreement" means an agreement under which ERP Experts agrees to supply Products, Software and/or Services to the Customer subject to these Terms.
2.1.7 "Services" means any services provided or to be provided by ERP Experts to the Customer pursuant to the Contract, including installation, implementation, software development and support and maintenance;
2.1.8 "Software" means any software provided or to be provided by ERP Experts to the Customer pursuant to the Contract, including software developed by ERP Experts and Third Party Software.
2.1.9 "Third Party Software" means all software supplied by ERP Experts (or otherwise made available to the Customer) pursuant to the Contract which is owned or licensed by a third party (together with any manuals or other documentation supplied with such software).
2.2 In these Terms the following rules of interpretation apply:
2.2.1 A "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality including AI);
2.2.2 A reference to a party includes its successors or permitted assigns;
2.2.3 Any phrase introduced by 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;
2.2.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-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;
2.2.5 The headings of the clauses of these Terms are provided for convenience only and shall not contribute to or affect the meaning or construction of the said clauses; and
2.2.6 A reference to "writing" or "written" includes e-mail and faxes; and
2.2.7 The term subsidiary undertaking shall have the meaning given to it in section 1159 of the Companies Act 2006.
3.1 Subject to clause 3.2, any quotation given by ERP Experts for the supply of Products, Software or Services shall not constitute an offer capable of acceptance, and an order for Products, Software or Services by the Customer shall not be deemed to be accepted by ERP Experts, unless and until ERP Experts and the Customer have each signed a Services Agreement for the Products, Software or Services in question.
3.2 If ERP Experts issues a written quotation for the supply of Products, Software or Services and commences such supply without ERP Experts and the Customer recording their agreement in a written Services Agreement, such supply shall be governed by the relevant quotation and these Terms.
3.3 The Services Agreement (or the applicable quotation) and these Terms 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.
3.4 All of these Terms shall apply to the supply of Products, Software and Services except where the application to one or the other is specified.
4.1 The Products, Software or Services to be supplied pursuant to the Contract shall be as set out in the relevant Services Agreement or applicable quotation.
4.2 Where ERP Experts agrees to deliver Software, then unless otherwise expressly stated in the Services Agreement (or applicable quotation), the Software shall be deemed to be delivered once ERP Experts has made the relevant licence keys available to the Customer. Installation, commissioning or other services in relation to delivered Software shall be chargeable separately.
4.3 ERP Experts shall have the right to make any changes to the Products, Software or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and ERP Experts shall notify the Customer in any such event.
4.4 Orders for Third Party Software or other third party products or services are subject to availability and may be cancelled by ERP Experts if they cease to be available.
4.5 ERP Experts shall use all reasonable endeavours to meet any delivery or performance dates specified in the Services Agreement or quotation, but any such dates shall be estimates only.
4.6 ERP Experts shall deliver the Products to the location set out in the Services Agreement or such other location as the parties may agree at any time after ERP Experts notifies the Customer that the Products are ready.
5.1 Risk in the Products shall pass to the Customer on delivery.
5.2 Title to the Products (other than title to Software which shall remain with the applicable licensor) shall pass to Customer upon receipt of payment in full by ERP Experts for the relevant Products and any associated Software or Services provided under the Contract.
5.3 Until title to the Products has passed to the Customer, the Customer shall:
5.3.1 hold the Products on a fiduciary basis as ERP Experts’s bailee;
5.3.2 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as ERP Experts’s propert
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;