Innova Systems standard terms and conditions of sale.
Definition
Customer: a person or company buying products from Innova Systems UK Ltd – the Product vendor as identified on the invoice and, where relevant, the support provider.
Application
These Terms and Conditions of Sale constitute the entire understanding between the parties relating to the products to be purchased by the Customer and shall supersede any previous communication, representation or agreements by either party whether oral or written. Buyer’s additional or different terms and conditions shall not apply unless explicitly agreed between buyer and Innova Systems UK Ltd.
Acceptance of deliveries hereunder shall constitute acceptance by Buyer of these Terms and Conditions of Sale. No change of any terms and conditions herein shall be valid unless in writing signed by an authorised representative of each party.
Price
Unless otherwise agreed in writing by Innova Systems UK Ltd, all quotations expire 30 days after the date of quotation. Unless otherwise agreed in writing by Innova Systems UK Ltd, all prices are exclusive of value added and similar taxes. Such taxes, when applicable, shall appear as separate items on Innova System’s invoice.
Delivery, title and risk
Deliveries of any products purchased shall be subject to Innova Systems UK Ltd availability schedule. Innova Systems UK Ltd shall make every reasonable effort to meet any delivery date(s) quoted or acknowledged but shall not be liable for failure to meet such dates(s).
Innova Systems UK Ltd will, to the best of its ability, comply with the Customer’s instructions concerning dates of delivery. However, any delivery date given is an indication only, offered in good faith. Innova Systems UK Ltd does not guarantee this date and shall not be held responsible for claims or damages, to the fullest extent permitted by law, arising from delayed deliveries. Delivery by instalments may be made.
Legal title of the products shall not pass to the Customer until Innova Systems UK Ltd has received payment in full for such products. Until then, the Customer must insure the goods and may use them, without modification, in the ordinary course of business.
Delays in performance
Innova Systems UK Ltd shall not be liable for delays in performance or non-performance due to unforeseen circumstances or due to causes beyond its control. In the event of non-performance due to causes beyond Innova Systems UK Ltd System’s control continuing for more than three (3) months, either party may terminate the agreement as to products not yet delivered.
Payment
Unless otherwise agreed in writing by Innova Systems UK Ltd, Buyer shall pay 50% of the purchase price on making of a purchase order and 50% balance on delivery of products. If installation is scheduled or delayed by Buyer by more than 25 days, full payment shall become due immediately.
Innova Systems UK Ltd should be entitled to interest on any amount overdue at the rate of 5% per annum above HSBC Bank base rate ruling from time to time, calculating from date due, and to recover its expense including legal fees and costs of collection.
If payment for subscription services is not received within 30 days of invoice date, Innova Systems UK Ltd reserves the right to cancel the service with immediate effect. If cancelled, the Customer will be liable to pay a pro rata amount for the lapsed subscription time in addition to the annual subscription amount as originally invoiced. Unless otherwise agreed in writing, payment for all training, regardless of when it is scheduled, must be made prior to commencing the training and, at latest, within 30 days of invoice date.
If payment is late, and the Customer purchases as a company, the maximum statutory interest rate will apply on the late amount. If the Customer purchases as a private individual or other entity, interest will be at 2% above the minimum lending rate on the late amount. In either case, the costs of recovery shall be payable by the Customer. If spread or extended payment terms are offered, these must be agreed in writing between Innova Systems UK Ltd and the Customer. The following conditions apply:
The agreed deposit must be paid prior to delivery of the agreed goods and services.
All instalments must be made by post-dated cheques or standing order. If made via standing order, Innova Systems UK Ltd requires written proof from the bank that this has been set up prior to delivering the agreed goods and services
Should the Customer default on the agreed terms, the invoice will revert to Innova Systems UK Ltd standard 30 day terms with immediate effect.
The price agreed and invoiced is a bundle price for the package purchased, as specified in the Customer’s order. If a promotional price is offered (i.e. discount) this only applies to the total package and will not apply if Innova Systems UK Ltd subsequently agrees to reduce or amend the package in any way. In this instance, the discount is forfeit and all remaining goods and services will be invoiced at their standard list price.
Prompt payment discounts
In the event that there is a discount for payment within a certain number of days, the period of days shall commence upon the date of invoice.
Risk of loss
Risk of loss and damage shall pass from Innova Systems UK Ltd to Buyer upon delivery of the products.
Acceptance and warranty of products
Acceptance shall be accomplished using applicable test procedures or programs established by Innova Systems UK Ltd.
All goods or services shall be deemed accepted unless rejected by notice in writing to Innova Systems UK Ltd within 7 days of delivery. Any such notice shall give detailed reasons for such rejection. Upon receipt of this notice, a refund will be considered, with deductions made as appropriate. If Innova Systems UK Ltd agrees to the return of the goods, they must be in their original condition with packaging, a return note and proof of purchase; the return costs may also be payable by the Customer.
Innova Systems UK Ltd does not give a warranty guarantee protection for:-
1) Damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or the Customer.
2) Damage caused by any party or other external force.
3) Fitness for any particular purpose.
4) 3rd party products specified by the Customer.
5) Any instruction specified by the Customer and correctly performed by Innova Systems UK Ltd.
Changes and cancellations
No changes or cancellation to orders can be made once the purchase order is received.
Copyrighted materials
Unless otherwise agreed in writing copyrighted materials (Software and printed documentation) may not be copied except for archive purposes, to replace a defective copy and for program error verification by Buyer.
Licensed products
With respects to those products for which Innova Systems UK Ltd grants licenses and which are supplied hereunder, it is understood and agreed that the word “purchase” or similar words or derivative words shall be understood to mean “license”, and “Buyer” or any similar words or derivative words shall be understood to mean “licensee”. Title to licensed materials shall remain with Innova Systems UK Ltd, notwithstanding anything to the contrary herein. Licensing of software shall be subject to Innova Systems’ standard contract term applicable to the product.
Refund policy for training courses including cancellation and substitutions
Innova Systems UK Ltd accepts firm course bookings by post or e-mail – in making such bookings clients accept this refunds, cancellations and substitutions policy. All fees are payable in full prior to the commencement of the training, unless otherwise agreed in writing by Innova Systems UK Ltd.
Places on Innova Systems UK Ltd training courses are strictly limited. Your place will be confirmed upon receipt of your order. Any cancellation must be received in writing 7 days prior to the Training Course. No refund will be payable for non-attendance or if no prior notice of cancellation is given.
A full refund will be given only if more than 7 calendar days’ notice is given of a cancellation.
A substitute delegate can be named at any time before the course. There will be no extra surcharge for making a substitution.
It may be necessary for reasons beyond the control of Innova Systems UK Ltd to change the content and timing of the course, the date, venue or instructor. Innova Systems UK Ltd reserves the right to cancel a course up to and including the date of the course if insufficient bookings have been received. We will strive to give as much notice as possible in such an event. In all cases, people who had registered to attend a cancelled course will be given the option of a refund or of rescheduling to a future course date but Innova Systems UK Ltd disclaim any further liability.
Innova Systems UK Ltd will make all reasonable endeavours to schedule training with the Customer. If, however, the Customer has not agreed to take up any of the training courses offered within 1 year of placing the order, Innova Systems UK Ltd will be under no further obligation to honour the training order which will be forfeit unless otherwise agreed in writing. The Customer will still be liable to pay in full for any training ordered.
Liability and Force Majeure
Innova Systems UK Ltd shall not in any circumstances whatsoever be liable for 1) indirect or consequential loss; 2) loss of business profits, loss of data or use; 3) damage remedied by Innova Systems UK Ltd within reasonable time; 4) loss avoidable by the customer through reasonable conduct.
Innova Systems UK Ltd shall not be liable to the Customer on any account whatsoever in the event that Innova Systems UK Ltd is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure, i.e. circumstances beyond its control.
SOLIDWORKS End User license Agreement EULA
Please refer here: https://www.solidworks.com/license-agreement
