Softabacus (UK) Limited - Business Terms and Conditions

Issued February 2005

All contracts entered by Softabacus (UK) Limited (We, Our, Us) are exclusively governed by the terms and conditions as laid out in these Terms and Conditions.

These Terms and Conditions also form the basis of any subsequent services and deliveries, even if they are not explicitly mentioned.

In the event that any of the terms and conditions contained herein conflict with the client's General Terms of Business, Softabacus (UK) Limited Business Terms and Conditions take precedence.

Specifications given in brochures, advertisements, documentation and any other written notices are descriptive only and do not constitute any guarantees regarding the condition of the products. Guarantees regarding the condition of the products require the explicit, written form. This applies equally to any indication of price or the release of add-ons and extensions. Technical data, specifications and functional design specifications in the software product descriptions do not constitute guarantees regarding the condition of the products unless this was expressively confirmed as such by Softabacus (UK) Limited.

Written offers from Softabacus (UK) Limited are legally binding for a 30-day period, unless another term has been arranged in writing. This period starts with the date of the offer. The price for goods or services shall be the price contained in the Softabacus (UK) Limited written quotation.

Payment for goods is due as detailed in the Softabacus (UK) Limited written quotation.

UK and EU business customers pay the exclusive price with appropriate Value Added Tax (VAT) rates added. The current VAT in the UK is 17.5%. Non-EU/exempt pay the exclusive price.

Payment may be made by bank transfer, banker's draft, postal order, money order, business cheque or cash. No credit terms are offered. Note that business cheque takes up to 14 days to clear, express clearance available at a charge.

Leasing is available from an independent company not associated with Softabacus (UK) Ltd. Any leasing contract entered into is between the provider and their customer. Our role is only to assist customers in case of language difficulties in setting up the leasing arrangement.

The sole delivery of software, performing maintenance work or other services, or the delivery of accessories does not constitute a confirmation, nor are they a replacement for one.

Regardless of the time and the form of the agreement, agreements on the customer's rights to the software (software license agreement), its support and maintenance (maintenance contract) and any training in the use of the software, as well as deliveries of accessories and other services are legally independent and form a separate contract with regard to rights and obligations, legal consequences and warranties.

Prices are determined, in the case of a timely acceptance of a written offer by Softabacus (UK) Limited, by such offer; Otherwise, in the absence of a divergent written agreement, they are taken from Softabacus (UK) Limited price and product list valid at the time of acceptance of the order, which is subject to change at any time.

Prices and manufacturers specifications are subject to change without notice. Minor changes in specification do not entitle the purchaser to rescind the contract.

Softabacus (UK) Limited has the right to make deliveries against pre-payment only, if an objective evaluation gives reasonable cause to believe that the customer's financial standing has deteriorated substantially after the contract was signed, particularly, if the customer does not settle outstanding debts to Softabacus (UK) Limited, such that Softabacus (UK) Limited claims may appear to be in jeopardy. In such cases, Softabacus (UK) Limited can stop any further services or deliveries until all such contractual claims from this or related contracts, or from previous contracts have been paid or sufficient securities are in place. If the customer fails to meet such demands, Softabacus (UK) Limited can, without prejudice to any of its other rights, make alternative provisions with regard to the subject of the contract and is entitled to invoice a minimum damage of 20% of the agreed purchase price, unless the customer can provide proof that the damage to Softabacus (UK) Limited either did not occur or is significantly lower.

Terms of deliveries and services are legally binding only if they are contained in a written offer or a written order confirmation from Softabacus (UK) Limited. When contractually agreed delivery and service terms have elapsed, the customer shall grant Softabacus (UK) Limited a 30-day extension period in which to perform, in writing. If this period elapses without result, the customer may withdraw from contract. This period is calculated from the time the goods leave Softabacus (UK) Limited site.

Claims for damages and mis-shipping must be made within 7 days of receipt. In all circumstances after 14 days of receipt, repair and not replacement will only be offered.

All returns must be packaged in original packing materials and be authorised by Softabacus (UK) Ltd. Customers are responsible for ensuring safe delivery of the returned item.

A restocking fee of 50% is charged on returns, which prove to be non-defective. This applies to both hardware and software.

A reasonable period of extension for delivery and performance is allotted when unforeseeable events or force majeure such as strikes, lockout, transportation disruption, governmental authority actions, etc. have a significant impact on Softabacus (UK) Limited ability to deliver and/or perform. If such impediments persist for longer than a month or if such an impediment may render delivery or performance of service permanently not or not according to contract, both parties are entitled to revoke the contract.

In the event of incomplete orders or modifications demanded by the customer, the customer shall not insist on agreed fulfilment dates.

We do not warrant the suitability of goods for any other particular purpose apart from what was intended. You should check specification of the software and hardware equipment before ordering. Goods are not sold on a trial basis.

All goods remain the property of Softabacus (UK) Ltd until paid in full.

Softabacus (UK) Ltd will not be under any liability whatsoever in the event that We are prevented or delayed from supplying or making delivery of any goods by any reason or cause beyond Our control.

Except as may be implied by law in the event of any breach of these conditions by the customer the remedies of the customer shall be limited to damages which shall in all circumstances not exceed 50% of the price of the goods and Softabacus (UK) Ltd shall under no circumstances be liable for any indirect, incidental or consequential damages.

If part of these terms is found to be unlawful, it shall not affect the validity of the remainder.

Errors and omissions accepted. A copy of these Terms and Conditions is available on request.

The legal interpretations of this document are in accordance with their English versions only; the Chinese translations (both verbally and written) wherever provided are merely for guidance.