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GENERAL TERMS AND CONDITIONS OF SALE FOR ZEDSPHERE LTD

1. GENERAL PRINCIPLES
1.1. These terms and conditions of sale apply to products sold and/or services provided by ZEDSPHERE Limited (hereafter referred to as ZEDSPHERE LTD).
1.2. These terms and conditions of sale govern every commercial proposal delivered by ZEDSPHERE LTD to customers and the Customer accepts these general terms and conditions of sale.
1.3. ZEDSPHERE LTD’s general terms and conditions of sale shall prevail over any clause to the contrary which ZEDSPHERE LTD has not expressly accepted.
1.4. The fact that ZEDSPHERE LTD, at any given moment, does not rely upon or enforce any particular provision in the general terms and conditions of sale shall not be considered as a waiver of any of the said terms and conditions in the future.
1.5. No customer of ZEDSPHERE LTD shall display or make use of any trademark, logo, document, project, research or any other intellectual property belonging to ZEDSPHERE LTD without the express written and prior authorisation of ZEDSPHERE LTD for the sole purpose of promoting the resale of the Products.

2. PRICES
2.1. Prices are as outlined in official Zedsphere quotes addressed to the purchasing customer. Invoicing occurs according to the prevailing rate on the day the products are dispatched. Unless explicitly stated otherwise, all prices are quoted in GBP, EURO or USD, exclusive of VAT and any other tax and/or royalty and do not include any other cost.
2.2. Prices stated in any publication of ZEDSPHERE LTD are subject to change without notice and do not constitute either a final price proposal or a specific offer of sale. Such documents only constitute a general source of information and prices stated on those documents must be confirmed through a specific sale proposal.

2.3 Where applicable, ZEDSPHERE LTD has the right to charge for over usage on behalf of a third party supplier and the Customer agrees to pay in accordance with this clause.

3. SALE PROPOSAL –ORDER
3.1. All sale proposals must be confirmed in writing (mail, fax, e-mail) by ZEDSPHERE LTD to the Customer, who has thirty (30) days to accept it in writing before it becomes void, except if stated otherwise on the sales proposal. ZEDSPHERE LTD will only be bound by any sale proposal after the Customer accepts the sale proposal, which then becomes an order.
3.2. Orders addressed to ZEDSPHERE LTD are only final after they have been accepted by ZEDSPHERE LTD. Acceptance may result from shipping and invoicing of the ordered products and/or services.
3.3. Any order change or cancellation requested by the Customer can only be taken into account if (i) it was received by ZEDSPHERE LTD at least ten (10) working days before shipping the products and (ii) if it was accepted by ZEDSPHERE LTD’s supplier. After that time, no change can be made. Any order change will have to be confirmed in writing and will only be final after prior approval from ZEDSPHERE LTD.
3.4. Every order accepted by ZEDSPHERE LTD and cancelled by the Customer will entail the payment of cancellation fees, including already incurred costs and commitments made by ZEDSPHERE LTD.
3.5 The Customer agrees to accept any and all Special Terms included above, as they are specifically required by the overall supplier of the Product.

4. PAYMENT CONDITIONS
4.1. Invoices are payable, in full amount, within thirty (30) days after the date of invoice, except if stated otherwise on the invoice. In default of payment by the due date, the Customer shall forfeit its right to price reductions, discounts, and rebates provided for under ZEDSPHERE LTD’s tariffs.
4.2. Payments will be made by Bank transfer or Direct Debit.
4.3. Payments will be made in the currency stated on the invoice, with no reductions applied due to taxes, charges or any fees of a similar kind.
4.4. All invoicing errors must be reported in writing by the Customer within ten (10) days after the date of invoice, in default of which no credit shall be granted.
4.5. Interest shall be charged if the payment is not made by the due date. Any amounts remaining unpaid at the due date shall produce interest at a rate of 1% per month. ZEDSPHERE LTD shall not be bound to give formal notice to the Customer.
4.6. Any payment made after the payment date appearing on the invoice may lead to:

-the application of late payment fees, calculated by applying to the entire sum unpaid plus interest mentioned in 4.5;

-and/or invoicing to the Customer the costs of follow-up, formal notice, collection, and more generally of all costs of any kind whatsoever related to the recovery of the sums due to ZEDSPHERE LTD;

-and/or in the event of default the immediate payment of all sums due to ZEDSPHERE LTD even if not outstanding. In the event of recovery by bailiff or judicial process, the Customer indemnifies ZEDSPHERE LTD against all sums due and payable.


4.7. In the event of the Customer being liable for several payments to ZEDSPHERE LTD, it is agreed that the payments shall be allocated to the earliest debts.
4.8. ZEDSPHERE LTD reserves the right to decide, with respect to each of its Customers, the maximum sum of supplier’s credit outstanding, in accordance in particular with financial information communicated to it.
4.9. In the event of a deterioration in the Customer’s credit rating or in default of sufficient financial information, ZEDSPHERE LTD reserves the right, to require of the former whatever guarantees it judges to be useful for the satisfactory performance of undertakings made. A refusal to give satisfaction in that regard shall give ZEDSPHERE LTD the right to require payment before dispatch of the goods and/or to cancel all or part of the order and thus to put a stop to any delivery.
4.10. ZEDSPHERE LTD reserves the right to request advance payment before dispatch of the Products with respect to any order made by a Customer who does not have an account with ZEDSPHERE LTD.

5. FORCE MAJEURE
ZEDSPHERE LTD reserves the right to suspend or cancel the sale, either in whole or in part, in the event of force majeure event. The following are defined as examples of force majeure, although the list is not exclusive: measures taken by the civil or military authorities, fires, floods, epidemics, quarantine restrictions, wars, embargos, riots, strikes, transport delays, or any other circumstances which make it impossible for ZEDSPHERE LTD, as a result of causes beyond its reasonable control, to obtain the necessary resources in staffing, materials or means of production from its normal suppliers. In the event of such a delay, the delivery of the Product shall be extended so as to allow a reasonable period for the delay.

6 TAXES AND OTHER LEVIES
The Customer shall pay for or reimburse ZEDSPHERE LTD for all taxes, as well as all other particular levies imposed by regulatory requirements, including in particular VAT on services rendered and/or on the purchase concerned.

7. WARRANTIES AND LIMITATIONS OF LIABILITY.
7.1 The Customer agrees that under these terms & conditions ZEDSPHERE LTD is only acting as a distributor for all products sold including maintenance services agreements related to products. It is understood that those agreements are signed between the Customer (or end user) and the overall supplier generally using an electronic code that the said Customer/end user receives directly from the overall supplier or from ZEDSPHERE LTD on behalf of the overall supplier. As a consequence ZEDSPHERE LTD cannot be considered responsible for any default related to those products sold including maintenance services and the Customer accepts this. In case of any dispute about the products or maintenance services the Customer agrees that he can only claim towards the overall supplier, according to the agreement signed with the overall supplier. ZEDSPHERE LTD not being part of such agreement is not involved with such claim and all Customer obligations towards ZEDSPHERE LTD remain.

7.2 The Customer agrees to comply with the applicable EULA and ensure that all end users of the product agree to strictly comply with the applicable EULA. The Customer accepts that ZEDSPHERE LTD is acting as distributor and has no liability to the Customer or end user.

8.EXPORT CONTROLS
8.1. Due to the advanced nature of the technology applied, certain ZEDSPHERE LTD products require an export license.
8.2. If the Customer exports products from its country which require an export license, it must comply with all necessary controls, including: (a) all US reexport controls under the jurisdiction of the Department of Commerce, Washington D.C., USA and (b) all export controls by the customer’s own country.

9. APPLICABLE LAW AND JURISDICTION
These terms are governed by the laws of England and the parties agree to the exclusive jurisdiction of the English courts.