Terms & Conditions
Standard Terms and Conditions of sale
Definitions
“Contract” means the applicable The GeoInformation Group proposal (“Proposal”) together with these Standard Terms and Conditions of Sale (“Standard Terms”) and any document attached or referred to herein accepted by The GeoInformation Group.
“Customer” means the person, firm or company set out in the Proposal and shall include its heirs, successors in title permitted assigns and personal representatives.
“Product” means the data, material, images, photographs, maps, drawings, posters and other data (whether in hard copy or digital form) and any part thereof as set out in the applicable Proposal.
“Proposal” shall mean the documentation issued by The GeoInformation Group to Customer setting out the details of the Contract (including but not limited to price. Product description and Delivery dates).
“Price” means the price payable to The GeoInformation Group by the Customer for the supply of Product.
Application of Terms
Save as otherwise agreed by The GeoInformation Group in writing, these Standard Terms will apply to any Contract between the Parties to the express exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, order confirmation or other document).
Acceptance of Contract
Unless as otherwise specified in the Proposal, any Contract shall only be effective from the date of acknowledgement by The GeoInformation Group of receipt and acceptance of the Proposal countersigned by the Customer.
Price
Price for the Products shall be set out in the relevant Proposal. Prices are exclusive of VAT which shall by payable by Customer at the rate prevailing on the day of invoice.
Payment
The Customer shall pay The GeoInformation Group in accordance with the payment plan quoted in the Proposal (if any).
Should no payment plan be quoted in the Proposal then an invoice for the full Price shall be sent to Customer by The GeoInformation Group upon Delivery of the Products. All payments shall be due within 14 days of the date of invoice.
Time for payment is of the essence of the Contract. If the Customer fails to make payment on or before the due date, The GeoInformation Group reserve the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1988. In addition, The GeoInformation Group shall have the right to suspend all further work or deliveries until such default is made good (without prejudice to The GeoInformation Group’s other rights or remedies).
Title and Risk
Title to the Product shall remain with The GeoInformation Group and shall not pass to the Customer until payment in full has been received. Notwithstanding this, risk in the Products shall pass to Customer on Delivery.
Rights in Product
The Customer acknowledges that copyright subsists in the Product and that all property and other rights in the product Product and all trade marks and other logos used on or in relation to the product shall remain with The GeoInformation Group or its licensors.
Subject to payment of the Price The GeoInformation Group grants the Customer a non exclusive non-transferable right to use the Product for its own internal purposes.
This shall not include any right to copy the product, nor to sell, supply or disclose the Product to any third party or to deal in the Product in any other way without agreement in writing by The GeoInformation Group.
Delivery
Unless otherwise stated delivery of the Product will be made ex-works The GeoInformation Group’s premises at the date agreed for Customer to collect the Product (“Delivery”).
If required by the Customer, The GeoInformation Group will arrange for carriage of the Products to Customer’s address stated in the Proposal at Customer’s risk. Any period or date for delivery or performance named by The GeoInformation Group is an estimate only and The GeoInformation Group shall not be liable for any damage resulting from any failure to deliver or perform by such dates howsoever caused.
Warranty
The GeoInformation Group will at its option repair or replace any of the Products found within a period of 30 days from delivery to be defective in that they fail to comply with their description or due to failure by The GeoInformation Group to exercise reasonable skill and care provided that:
- The Customer has notified The GeoInformation Group in writing of the alleged defect and has returned the Product to The GeoInformation Group at the Customer’s risk and expense;
- The Product has not been modified or has been subjected to any misuse by the Customer
- The defect is not due in whole or in part to any default or act or omission of the Customer.
- In the case of Digital imagery products Customer has checked the data with the original data files supplied by The GeoInformation Group, using the supplied Cities Revealed Viewer.
The foregoing provisions of this clause represent the entire liability of The GeoInformation Group in respect of a defective Product.
All other conditions warranties of any kind, written, oral, statutory, express or implied by statute or common law with respect to the Product provided hereunder including but not limited to the implied warranty of satisfactory quality, and fitness for purpose are hereby excluded (the fullest extent permitted by law).
Liability
The limited warranties set out above state the entire obligation of The GeoInformation Group with respect to the Products and in no event shall The GeoInformation Group be liable in any way for any loss of profit, loss of turnover, economic or other consequential loss suffered by the Customer or any third party arising directly or indirectly from the Contract.
Nothing in these Conditions affects the liability of The GeoInformation Group’s negligence or for fraudulent misrepresentation.
Subject to the above, The GeoInformation Group’s total liability in contract, tort misrepresentation or otherwise, arising in connection with the performance of the Contract shall be limited to the price paid by Customer under the Contract.
Force Majeure
The GeoInformation Group shall not be liable for any failure to perform its obligations arising from circumstances outside its control including (without limitation) acts of God, war riots, explosions, abnormal weather conditions, fire, flood, strikes, lock out, Government action, delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
Termination
If the Customer defaults in or commits any breach of any of its obligations to The GeoInformation Group, The GeoInformation Group shall have the right forthwith to terminate the Contract in whole or in part.
In such an event no refund of the Price (or part thereof) shall be due to Customer, and such termination shall not prejudice or restrict the rights or remedies of The GeoInformation Group. In the event of early termination or cancellation by Customer, no refund of the Price (or part thereof) shall be made by The GeoInformation Group.
Assignment
Neither party shall assign the Contract or any part thereof without prior written approval of the other party.
Waiver
Any failure, delay or indulgence on the part of The GeoInformation Group in exercising any power or right conferred hereunder shall not operate as a waiver of such power or right to preclude the exercise of any other right or remedy.
Notices
Any notice or other communication sent to either party shall be sufficient if sent in writing to the party’s address last known to the other party or to any address notified to the other party for that purpose.
Law
These Conditions and any Contract between the Customer and The GeoInformation Group shall be governed by English Law. The parties agree to submit to the jurisdiction of the English Courts.
General
The Contract constitutes the entire agreement between The GeoInformation Group and the Customer with respect to the Products and supersedes all prior representations, agreements or arrangements whether oral or in writing relating to the subject matter hereof.
(b ) Each of the sub-clauses of the Conditions and the Contract is to be treated as separate and independent and if any provisions hereof is or becomes illegal or void then the remaining provisions shall remain in full force and effect.
No variation to these Conditions or the Contract shall be effective unless in writing signed by the authorised representatives of both parties.