1.1 In these Conditions unless the context otherwise permits:-

"Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.

"Consumer" shall mean any natural person who in the contract with the Customer is acting for purposes that are not related to his trade, business or profession.

"Customer" means the person, firm, company, entity or organisation with whom COMMSFM contracts for the sale of Products and/or supply of Services.

"the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as are in force at the date of the Contract and which at that date appear on CommsFM's web site at www.commsfm.com  and/or which are available on request at CommsFM's principal trading address at Caledonia House, Lawmoor St., Glasgow, G5 0US, Scotland.

"the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by CommsFM to a Customer.

"Electronic Means" means any electronic means including without limit on the Web, by EDI or XML, or Inside Line®.

"COMMSFM" means CommsFM Ltd (registered in Scotland number SC 237898) with its registered office at Caledonia House, Lawmoor St., Glasgow, G5 0US, Scotland.

"Products" means any Products (including, for the avoidance of doubt software and instalments of the Products or any parts of or for them) sold by COMMSFM to a Customer.

"Services" means any services supplied by COMMSFM to the Customer.

"Special Order Products" shall mean Products that are classified in COMMSFM's current comprehensive product listing as special order products or have been ordered specifically by Customer or configured to Customer's specifications.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 The Conditions shall apply to sales of all Products including Special Order Products ordered for shipment to or within the UK mainland. COMMSFM reserves the right to apply supplemental or other terms for Products to be shipped by COMMSFM outside the UK mainland.

1.4. Without prejudice to the application of these Conditions additional and more detailed terms may apply for certain Products and suppliers including specific terms applicable to special prices offered by suppliers through COMMSFM ("Special Terms") and additional terms may apply with respect to COMMSFM’s delivery and other aspects of its business. Any additional terms and the updated Special Terms will be made available on COMMSFM's web site www.commsfm.com. It is the Customer's responsibility to be aware of and adhere to the additional and Special Terms as current from time to time, and by ordering Products from COMMSFM the Customer agrees to be bound by additional and Special Terms.

2. BASIS OF THE SALE

2.1 All Contracts between COMMSFM and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3 and/or Clause 1.4) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of COMMSFM, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer COMMSFM's automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of COMMSFM. It is the Customer's responsibility to be aware of the Conditions as current from time to time but COMMSFM will use best efforts to notify Customer of any material changes to the Conditions before they become applicable. In addition to any acceptance of these Conditions by signing COMMSFM's account application form, the Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to COMMSFM or (2) Customer accepting Products or Services from COMMSFM, whichever occurs first.

2.2 No employee or agent of COMMSFM other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

3. CUSTOMER IDENTIFICATION

3.1 In placing an order including by Electronic Means Customer may utilise one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer's Identification" or "Customer Identification").

3.2 It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform COMMSFM in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that Customer is entirely responsible for use of Customer's Identification and that it is Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.

3.3 Customer agrees that COMMSFM is entitled to rely absolutely on any orders placed on COMMSFM which have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.

3.4 Customer agrees that any order placed on COMMSFM including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order.

3.5 Customer acknowledges that COMMSFM cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to COMMSFM using correct Customer Identification, and that COMMSFM is nonetheless entitled to rely on data transmitted in the form it is received at COMMSFM.

4. COMMSFM INFORMATION

4.1 All Product pricing, description, availability and related information ("Information") provided by COMMSFM, in any form, is the property of COMMSFM or its suppliers. COMMSFM hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer's purchases and sales of Products sold by COMMSFM to it. COMMSFM shall be entitled to stop the provision of Information at any time without notice. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. COMMSFM makes no warranty, either express or implied on the Information or its accuracy. All Information is provided to Customer "as is." If COMMSFM provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a customer and is not entitled to use, reproduce or display the Information in any way, which in COMMSFM's opinion; (1) would enable it to be identified as information obtained from COMMSFM (2) would enable comparison of the Information with other suppliers' information relating to Products or (3) could be damaging to COMMSFM's business interests.

4.2 COMMSFM agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any Customer sensitive information or utilise such information for any purpose if Customer has notified COMMSFM in writing that such information is confidential. Customer agrees that COMMSFM may disclose to its suppliers certain details (including personal data) about the Customer and COMMSFM’s sales of the respective suppliers’ Products to the Customer.

5. ORDERS AND SPECIFICATIONS

5.1 The Customer shall be responsible to COMMSFM for ensuring the accuracy of the terms of any purchase order, and shall be sole responsible for its selection of Products on any purchase order and the fitness of the Products for any particular purpose. COMMSFM disclaims any liability for any errors in the Customer’s purchase order.

5.2 COMMSFM reserves the right to make any changes to the Contract due to changes in the specification of the Products made by its suppliers or changes that are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The Customer cannot cancel or reschedule the Contract provided the changes do not alter the material terms of the Contract. For other types of changes, the possibility of cancellation will be subject to COMMSFM's discretion and conditions.

5.3 COMMSFM is under no obligation to accept the withdrawal of an order or the cancellation of a Contract which has been accepted by COMMSFM. If COMMSFM agrees to accept the Customer's withdrawal of any order or the cancellation of a Contract such agreement will only be effected by means of letter, fax or email signed or sent by an Authorised Representative of COMMSFM.

5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in Clause 4.1) by COMMSFM to Customer does not amount to an offer by COMMSFM to sell such Product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer.

5.5 Notwithstanding any acceptance by COMMSFM of any offer to purchase Products, if there has been a material or obvious pricing error by COMMSFM, COMMSFM shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price at wholesale level) of the Product at the date of order or, if the Customer shall prefer, collect the Product at COMMSFM's expense and credit the Customer for any charges (e.g. price and freight) invoiced by COMMSFM.

6. PRICE OF THE PRODUCTS

6.1 Subject to the provisions of Clause 5.5 and Clause 6.2:-

6.1.1 Prices for Products in COMMSFM's stock ready to be shipped will be established at the time the order is accepted by COMMSFM;

6.1.2 If the Customer places an order for Products not in stock at the time of order (a "Backorder") or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Products shall be the price established at the time the Backorder or scheduled delivery is accepted by COMMSFM.

6.2 Notwithstanding any of the foregoing COMMSFM reserves the right to increase its prices after acceptance of a Backorder or scheduled delivery due to an increase in its supplier's price to COMMSFM or an increase in direct costs to which COMMSFM becomes subject (including without limit costs resulting from currency fluctuation) but COMMSFM shall only increase its price by such level as is necessary to reflect such increases.

6.3 All prices quoted by COMMSFM exclude the cost of transport from COMMSFM's or supplier’s warehouse to the Customer's receiving point, as well as configuration, fulfilment and other services provided by COMMSFM.

6.4 All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to COMMSFM. Unless otherwise stated prices exclude any copyright levies, waste and environmental fees, and similar charges that COMMSFM by law or statute may or shall charge or collect upon resale.

6.5 If Customer is offered special pricing for certain orders and such pricing is made available to COMMSFM from its suppliers ("Special Bids"), the Customer shall adhere to the applicable Special Terms and other terms and conditions of such Special Bids and agrees to indemnify COMMSFM for any claims made against COMMSFM by the suppliers for Customer's non-compliance with the supplier's terms and conditions. Customer agrees to pay any service fees charged for COMMSFM's pass-through of Special Bids and other supplier driven benefits the Customer may receive, including any marketing funding, price protection and individual rebates, and agrees that pass-through and payment of such benefits will be subject to COMMSFM having received the benefits from its supplier. The Special Terms may oblige the Customer to comply with certain requirements including but not limited to (i) the sale of the Products only to specifically named end-users; (ii) the disclosure of end-user information to COMMSFM and its suppliers for the purpose of end-user verification; and (iii) the submission of copies of end-user invoices, end-user purchase orders or end-user shipping documents to COMMSFM and its suppliers. Subject to the Special Terms applicable for the individual suppliers and Products, non-compliance with the Special Terms may entitle COMMSFM and/or its suppliers to reclaim and invoice the Customer in full for all discounts, rebates and other special price conditions granted to the Customer under the special price.

7. TERMS OF PAYMENT

7.1 Unless COMMSFM shall have previously agreed in writing with the Customer, payment for the Products shall be made in full by the Customer with a credit or debit card. If payment is made by credit or debit card the Customer agrees to pay all fees and service charges incurred by COMMSFM for the handling of such transaction including fees charged by the card company to COMMSFM.

7.2 It is COMMSFM's policy not to accept cash as a method of payment for Products or Services.

8. DELIVERY

8.1 Delivery of the Products shall take place Free Carrier COMMSFM’s or supplier’s warehouse. Absent specific instructions from the Customer, COMMSFM will select the carrier. Unless the Customer shall have notified COMMSFM in writing within 5 working days of the date of COMMSFM's invoice that the Products have not been received or that the Products were damaged then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment or damage to the Products.

8.2 The Customer shall upon receipt of the Products sign the delivery note (proof of delivery). The Customer’s sign-off on COMMSFM’s delivery shall be at carton level. COMMSFM shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the customer.

8.3 Any dates quoted or scheduled for the delivery of Products are approximate only and COMMSFM shall not be liable for any delay in delivery of the Products howsoever caused.

8.4 Partial delivery is allowed unless otherwise mutually agreed by both parties. Failure by COMMSFM to deliver the rest of the Products shall not entitle the Customer to treat the order as a whole as repudiated.

8.5 The Customer shall bear all costs associated with the unjustified refusal of Products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by COMMSFM, COMMSFM reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.

9. RISK AND TITLE

9.1 Risk of damage to or loss of Products shall pass to the Customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when COMMSFM has tendered delivery of the Products.

9.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until COMMSFM has received in cleared funds payment in full of:-

9.2.1 the Products; and

9.2.2 all other sums which are or which become due to COMMSFM from the Customer on any account.

9.3 Until such time as title to the Products passes to the Customer the Customer shall:-

9.3.1 hold the Products as COMMSFM's fiduciary agent and bailee; and

9.3.2 keep the Products separate to those of the Customer and third parties; and

9.3.3 keep the Products properly stored protected and insured, and identified as COMMSFM's property; and

9.3.4 accept that Products may be labelled as being COMMSFM's property until COMMSFM is paid.

9.4 Until such time as the title in the Products passes to the Customer COMMSFM shall be entitled at any time to require the Customer to deliver up the Products to COMMSFM and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

10. WARRANTIES AND LIABILITY

10.1 COMMSFM does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this Clause 10. COMMSFM only sells the Products with the benefit of the manufacturer's or publisher's or licensor's (“publisher's”) warranty (as the case may be).

10.2

10.2.1 COMMSFM will accept liability for defective Products only to the extent that COMMSFM is entitled to make a claim under the manufacturer's or publisher's, Dead on Arrival, warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. Processing of these defective Products shall be made according to the manufacturer's procedure and the instructions set out in Clause 10.4 below. COMMSFM cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the manufacturer's procedures.

10.2.2 COMMSFM shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow COMMSFM's or the manufacturer's or publisher's instructions (whether oral or in writing) misuse or alteration or repair of the Products without COMMSFM's approval.

10.2.3 COMMSFM shall be under no liability under the above warranty if the total price of the Products has not been paid.

10.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.

10.4 Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to COMMSFM's Customer Services Department. Upon notification of any such claim by the Customer COMMSFM shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided COMMSFM gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to COMMSFM in their original UNMARKED packaging together with details of the RMA number and the Customer's name and address). If COMMSFM issues an RMA number to the Customer COMMSFM shall not send any replacement Products to the Customer until after the original Product has been returned to COMMSFM. This Clause 10.4 shall only apply to Products the Customer is entitled to return to COMMSFM as provided in these Conditions.

10.5 COMMSFM shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by COMMSFM, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of COMMSFM its employees or agents or otherwise).

10.6 COMMSFM's liability for direct loss or damage arising from damage to tangible property for which COMMSFM is liable shall be limited to the VAT exclusive price of the relevant Product or Service. In no event shall COMMSFM’s liability exceed the maximum amount of COMMSFM’s insurance cover.

10.7 Nothing in these Conditions shall in any way exclude or limit any liability COMMSFM may have for death or personal injury caused by its negligence.

10.8 COMMSFM shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of COMMSFM's obligation in relation to the Products or Services if the delay or failure was due to any cause beyond COMMSFM's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond COMMSFM's reasonable control:-

10.8.1 Act of God explosion flood tempest fire or accident;

10.8.2 act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;

10.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;

10.8.4 Import or export regulations or embargoes;

10.8.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of COMMSFM or a third party);

10.8.6 difficulties of COMMSFM's supplier in obtaining raw materials labour fuel parts or machinery.

10.9 Customer accepts liability for the Products' conformity with the Customer's Consumer contract ('conformity' as defined by the EU Directive 1999/44/CE of May 25, 1999 and legislation implementing the Directive), and Customer shall not offer any warranties or representations to the Consumer as to the quality, fitness for purpose of the Products without the manufacturers' express consent. Customer agrees to hold harmless and indemnify COMMSFM and the manufacturers against any loss, costs, and damages caused by the Customer's acts or omissions, and non-compliance with the obligations set forth in Clause 10.9, Clause 10.10 and Clause 10.11. If Customer is held liable to the Consumer caused by a Product's lack of conformity resulting from an act or omission by the manufacturer or COMMSFM, or any other intermediary, Customer may by law or statute be entitled to pursue remedies against COMMSFM, the manufacturer or any other person liable in the contractual chain. Provided Customer is legally entitled to pursue such remedies and COMMSFM is held liable by a competent court of law, COMMSFM's liability to Customer shall be limited to an amount corresponding to the Customer's original purchase price of the Product or Service giving rise to the claim by the Consumer.

10.11 Should the Product warranties offered by the manufacturers or COMMSFM under these Conditions be restricted compared to the guarantees the Consumer is entitled to under law, the Customer agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against COMMSFM in respect of such excess.

10.12 The Products are subject to the intellectual property rights of COMMSFM's suppliers (i.e. the Product manufacturers). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by COMMSFM's suppliers if the Customer is granted a right to use such rights in the marketing and resale of Products. COMMSFM shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party's intellectual property rights, except to the extent COMMSFM's supplier is offering such defence or indemnification to COMMSFM on a pass through basis. Upon threat of claim or claim of infringement, COMMSFM may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Customer the purchase price paid by the Customer for the infringing Product. Notwithstanding any other terms or conditions to the contrary COMMSFM's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's purchase price for the infringing Products.

11. RETURNS AND REPAIRS

11.1 Except for Special Order Products, which are expressly excluded from the terms of this Clause 11 and cannot be returned under any circumstances, if COMMSFM agrees to accept the return of any Products (other than for the purpose set out in Clause 10 above) or agrees to carry out repairs to other products which have not been purchased from COMMSFM or agrees to repair Products which are out of warranty the Customer shall not send the same to COMMSFM unless they are accompanied by an RMA number previously advised by COMMSFM's customer services department and a copy of the relevant sales invoice and are sent in their original packaging.

11.2 The Customer shall notify COMMSFM within 5 working days of any delivery discrepancies or Product damages, other than for the purposes set out in Clause 10. If COMMSFM issues a returns number (RMA), Products must be returned to COMMSFM within 5 working days of the date thereof.

11.3 If COMMSFM has agreed to carry out repairs or to replace Products (or any parts thereof) other than for the purpose set out in Clause 10 above the Customer irrevocably authorises COMMSFM to carry out such repairs or provide such replacements as shall place the Products in proper working order.

11.4 COMMSFM shall accept no liability for any damage to or loss in transit of Products returned to COMMSFM whether under this Clause or under Clause 10 above unless COMMSFM collects the Products using its own carrier.

11.5 If COMMSFM has agreed to accept the return of Products, other than for the purposes set out in Clause 10 above or for the purpose of carrying out any other repair or replacement, the Products must be returned in their original packaging and in a clean resalable condition, and will be subject to a re-stocking fee at COMMSFM's discretion, failing which COMMSFM will refuse to accept the same and the Customer shall remain liable for the price thereof.

12. MISCELLANEOUS

12.1 Customer is not allowed for any purpose whatsoever to use COMMSFM's logos and trade marks without COMMSFM's prior written approval from an Authorised Representative.

12.2 Customer agrees that COMMSFM may use Customer data, including any personal data, for the purpose of marketing and sales of Products, and Customer agrees to COMMSFM's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive Product information and promotions and other communications from COMMSFM by e-mail and other communication tools.

12.3 Customer agrees to comply with its obligations under the WEEE directive (EC Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003) as implemented in the UK.

13 CUSTOMER IDENTIFICATION

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

13.2 No waiver by COMMSFM of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
13.4 These Conditions and any Contract shall be governed by the laws of Scotland and the Customer submits to the exclusive jurisdiction of the Scottish Courts.