1 Definitions
1.1 “The Seller”, or “Simplicity AI” means Simplicity AI Limited a company incorporated in England and Wales (company registration number 06081516) the registered office of which is at Cody Technology Park, Old Ively Road, Farnborough, Hampshire GU14 0LX, United Kingdom.
1.2 “The Buyer”, or “The Customer” means the party who buys, or agrees to buy the Goods from The Seller.
1.3 “Conditions of Sale” means the standard terms and conditions of sale set out in this section of the document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between The Seller and The Buyer.
1.4 “Contract” means the contract of the purchase and sale of the Goods.
1.5 “Goods” means the goods which The Seller is to supply either by way of sale or (in the case of computer software not offered for sale) licence in accordance with these Conditions of Sale. Any reference to “the Goods” shall, where appropriate, include a reference to part of them and in any case where The Buyer is to be licensed to use the Goods without the same being sold to the Buyer.
1.6 “The Website” means the website operated by Simplicity AI Ltd with an address of www.simplicityai.com.
2 General Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Buyer’s Order, subject to these Conditions of Sale.
2.2 These Conditions of Sale form the whole agreement between The Seller and The Buyer and are not capable of being varied in any way other than in writing signed by or on behalf of both parties. No other express terms, written or oral, shall be incorporated into the Contract.
2.3 These Conditions of Sale override any other terms which The Buyer may subsequently seek to impose.
2.4 The Buyer agrees that it is acting in the normal course of its business or trade and is not a consumer.
2.5 The terms of any software licence supplied with the Goods will also be a part of these Conditions of Sale. Where there is any discrepancy between the Conditions of Sale and the software licence, the software licence shall have precedence.
2.6 The Seller will not accept any cancellation of an order received from The Buyer.
3 Pricing
3.1 Unless stated otherwise, all prices are given in pounds sterling and are subject to the addition of delivery charges and United Kingdom VAT at the current rate when the Goods are delivered.
3.2 The price of Goods is the price in force on the date and time on which an order is processed. Every effort is made by The Buyer to ensure that prices on The Website are accurate, however in the event of an error which is obvious and unmistakeable The Buyer is under no obligation to provide the product at the incorrect price.
4 Ordering
4.1 No order submitted by The Buyer shall be deemed to be accepted by The Seller unless and until confirmed in writing by the Seller’s authorised representative.
4.2 The Seller will not begin any delivery of Goods or Services until a Valid Official Purchase Order is received from The Buyer by email, fax or mail and the order is accepted by The Seller. If a Valid Official Purchase Order is not received, The Seller is not responsible for any delays that this causes to the delivery schedule.
4.3 If a Quotation contains multiple Goods and/or Services line items, The Buyer must clearly state in their Official Purchase Order the items and quantities that they are ordering.
4.4 Before ordering The Buyer must ensure that they fully understand the Quotation that The Seller has supplied and that it fully meets their requirements.
5 Payment
5.1 Unless stated otherwise, all prices are given in pounds sterling and are subject to the addition of delivery charges and United Kingdom VAT at the current rate when the Goods are delivered.
5.2 Unless stated otherwise, The Buyer shall pay the price of the Goods at the time of ordering. The time of payment of the price shall be of the essence of the Contract.
5.3 Payment for all Goods shall be made by credit card, debit card, PayPal, or direct bank transfer.
6 Delivery
6.1 Delivery of Goods shall be made by the Buyer collecting them at the Seller’s place of business or, if some other place of delivery is agreed, by the Seller delivering the Goods to that place. If the Goods consist of licenced computer software, delivery may be made by electronic methods.
6.2 Where delivery is to take place by the Buyer collecting them from the Seller’s place of business, the Buyer shall collect the Goods within 28 days of the Seller notifying the Buyer that the Goods are ready for collection.
6.3 Services delivery shall be provided in accordance with The Seller’s Quotation.
7 Liability
7.1 The Buyer shall carefully examine the Goods or Services immediately on delivery of them and shall notify the Seller in writing of any short delivery or any defects reasonably discoverable on careful examination. This notification must be received by the Seller within 7 days commencing with the day of delivery to the Buyer. In the absence of notification the Seller excludes all liability in respect of any short delivery or defect.
7.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Seller’s negligence). Non‑exhaustive illustrations of indirect loss would be:‑
- Loss of profit;
- Loss of contracts;
- Damage to the Buyer’s property or property of any other person;
- Personal injury to the Buyer or any other person, other than that caused by the Seller’s negligence. The Buyer accepts that it is the Buyers responsibility to insure against these risks.
7.3 The Seller shall not be liable for any failure to deliver the Goods or Services arising from circumstances outside the Seller’s control:-
- Non‑exhaustive illustrations include act of God, war, riots, explosion, abnormal weather conditions, fire, flood, Government action, strikes, lockouts, delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
- If the Seller is prevented from delivering in the above circumstances, it shall notify the Buyer of the fact in writing within 10 days commencing with the contractual delivery date.
- If the circumstances preventing delivery are still continuing 3 months from and including the date the Seller sends such notice, then either party may give written notice to the other cancelling the Contract. Such written notice must be received whilst the circumstances are still continuing.
- If the contract is cancelled in this way, the Seller shall refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount which the Seller is entitled to claim from the Buyer) but the Seller accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.
7.4 Where the Goods are to be licensed (as opposed to sold) to the Buyer the Seller shall not (save if at all as expressly provided in the Licence in question) be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Seller’s negligence). Non‑exhaustive illustrations of indirect loss would be:‑
- Loss of profit;
- Loss of contracts;
- Damage to the Buyer’s property or property of any other person;
- Personal injury to the Buyer or any other person, other than that caused by the Seller’s negligence. The Buyer accepts that it is the Buyers responsibility to insure against these risks.
7.5 The Seller shall not be liable to the Buyer for any loss or damage whatsoever or howsoever caused arising directly in connection with any licence or sale of the Goods, the Goods, their use or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
7.6 In the event that any exclusion contained in these Conditions of Sale shall be held to be invalid for any reason and the Seller becomes liable for loss or damage which may lawfully be limited, such liability should be limited to the sale price of the Goods or to the annual or one time licence fee of the Goods as the case may be.
8 Timescales & Delays
8.1 Any timescales or dates given by The Seller for delivery are an approximate guide based on the best available information at the time of quoting. The Seller shall not be responsible for the consequences of any delay in delivery.
8.2 Any timescales or dates given assume that The Buyer will immediately place an order, and will become void if there is a delay in The Buyer placing an order.
9 Property and Risk
9.1 Ownership of the Goods which are to be sold (as opposed to licensed) to the Buyer shall remain with the Seller and will not pass to the Buyer until the Seller is paid for all of the Goods and no other amounts are owed by the Buyer to the Seller in respect of other goods or software licences supplied or granted by the Seller.
9.2 Where The Goods Are
· Sold (as opposed to licensed) to the Buyer and are attached to or incorporated in other goods or are altered by the Buyer, ownership of the goods shall not pass to the Buyer by virtue of such attachment, incorporation or alteration if the Goods remain identifiable and, where attached to or incorporated in other goods, can be detached or removed from them.
· Licensed (as opposed to sold) to the Buyer the same shall not be attached to or incorporated in other goods or altered by the Buyer, unless such attachment, incorporation or alteration is permitted by the licence in question or the Goods remain identifiable and unaltered and, where attached to or incorporated in other goods, can be detached or removed from them.
9.3 Where the Goods are sold (as opposed to licensed) to the Buyer the Buyer shall store the Goods separately from any other goods until they become the Buyer’s property, or they are attached to or incorporated in other goods, or they are delivered to a purchaser from the Buyer.
9.4 If the Buyer is overdue in paying for the Goods or any other goods supplied by the Seller, the Seller may if still the owner of the Goods (and in any case where the Goods are licensed to the Buyer) recover and resell them. The Seller may enter the Buyer’s premises for this purpose and may, if necessary, detach or remove the Goods from any other goods. This does not affect any other right of the Seller.
9.5 Until the Buyer has paid the Seller for the Goods and all other goods which the Seller has supplied to the Buyer:-
- The Buyer shall hold the Goods on trust for the Seller.
- If the Buyer sells the Goods or (if the Goods are licensed to the Buyer) purports to sell the same, the Buyer shall hold the proceeds of any such sale or purported sale on trust for the Seller in a separate bank account.
- The Seller may trace the proceeds of any sale or purported sale that the Buyer receives into any bank or other account which the Buyer maintains.
- If the Buyer sells the Goods, the Seller may, by written demand, require the Buyer to assign to the Seller the Buyer’s rights to recover the price from its purchaser.
- The Buyer shall not assign to any other person any rights arising from a sale of the Goods without the Seller’s written consent.
9.6 The Buyer must insure the Goods against all insurable risks for not less than the price due to the Seller for the Goods.
9.7 If the Goods are destroyed by an insured risk before the Buyer has paid for them, the Buyer shall hold the insurance proceeds as the Seller’s trustee.
10 Insolvency
10.1 If the Buyer:‑
Being a company,
- has a petition presented for its winding up; or
- passes a resolution for a voluntary winding‑up (other than the purpose of a bone fide amalgamation or reconstruction); or
- enters into a voluntary arrangement with its creditors; or
- becomes subject to an administration order; or
- has a receiver appointed of all or any of its assets; or
Being an individual or firm,
- becomes bankrupt or insolvent; or
- enters into a voluntary arrangement with creditors;
then the Seller shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous agreement to the contrary.
11 General
11.1 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
11.2 For the avoidance of doubt should there be any conflict between the terms and conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
11.3 The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.
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