"AMF Engineering Ltd" means the AMF Engineering Ltd company selling products to the Customer as identified in the Customer invoice.
"Contract" means a contract for sale by AMF Engineering Ltd to the Customer of the Products and/or Services incorporating these Terms and Conditions.
"Customer" means the person (legal or natural) who accepts a written quotation of AMF Engineering Ltd’s for the sale of the Products or Services or whose order for the Products or Services is accepted by AMF Engineering Ltd.
"Emergency Services" means the emergency services to be provided by AMF Engineering Ltd pursuant to Clause 10.7.
"Location" means the place where the Products are situated as specified on Customer's invoice or otherwise agreed.
"Product(s)" means any product(s) sold to Customer pursuant to the Contract as specified on the Customer invoice.
"Price" means the charges for the Products or Services.
"Services" means the Service Offerings selected by Customer and, where applicable, the Emergency Services.
"Service Offering(s)" means the different service options offered by AMF Engineering Ltd for the Products or any part thereof as set out in AMF Engineering Ltd's published literature.
"Standard Service Hours" means the hours between 9.00 a.m. and 5.00 p.m. (in Customer's local time) each day excluding Saturdays, Sundays and public holidays (in Customer's location). The Standard Service Hours may be changed by AMF Engineering Ltd without prior notification.
"Third Party Products" means Products not manufactured or assembled or authored by AMF Engineering Ltd or any of its subsidiary companies and supplied to AMF Engineering Ltd by third parties for resale by AMF Engineering Ltd.
"Telephone Support" means hardware fault diagnosis provided by AMF Engineering Ltd over the telephone pursuant to Clause 10.
"Territory" means the country in which the Products are to be used.
2.1 AMF Engineering Ltd shall sell and the Customer shall purchase the Products and/or Services, as principals only, to the intent and with the effect that no other party shall have any rights or obligations or be entitled to sue or be sued, under the Contract. AMF Engineering Ltd shall be entitled to refuse to accept orders placed by the Customer if the Customer breaches or AMF Engineering Ltd, on reasonable grounds, suspects that the Customer will breach this warranty.
2.2 The Products sold and/or Services rendered are subject to these Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by these Terms and Conditions.
2.3 A Contract shall only come into existence when AMF Engineering Ltd's written quotation, which is signed or accepted by Customer in writing, is received by AMF Engineering Ltd, or when the Customer's order is confirmed and accepted by AMF Engineering Ltd, whichever is the earlier.
2.4 No variation or amendment of these Terms and Conditions shall be binding on AMF Engineering Ltd unless confirmed by it in writing.
3.1 AMF Engineering Ltd may, at its sole discretion, allow a Customer to cancel its order after acceptance at no charge, if written notice of such cancellation is received by AMF Engineering Ltd before commencement of manufacture of the Products. If AMF Engineering Ltd allows a Customer to cancel its order after manufacture but before shipment of the Product, AMF Engineering Ltd shall be entitled to levy a cancellation charge equal to 20% of the price of the Products.
3.2 Unless credit terms have been expressly agreed by AMF Engineering Ltd, payment for the Products or Services shall be made in full before physical delivery of Products or Services to or at the Location.
3.3 All invoices are payable without discount of any kind in the denomination stated in the quotation. In no circumstances shall the Customer be entitled to make any deduction, set off or to withhold payment for any reason whatsoever.
3.4 The price of the Products and/or Services shall be AMF Engineering Ltd's quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in AMF Engineering Ltd's published price list current in the Territory at the date of the formation of the Contract.
3.5 All prices quoted in writing are valid for the period specified on the quotation or until earlier acceptance by the Customer.
3.6 Except where specifically stated, AMF Engineering Ltd's prices do not include import or export fees, duties, tariffs or other charges associated with exporting and importing the Products. All costs incurred for shipping and handling will be borne by Customer.
3.7 Prices are exclusive of all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes. Such taxes shall be borne by the Customer and will appear as separate items on Customer's invoices, where appropriate. If sales to the Customer are exempt from such taxes, the Customer shall furnish to AMF Engineering Ltd the legally required documentation, satisfactory to AMF Engineering Ltd, to support the exemption at the time of order.
3.8 Time for payment is of the essence. AMF Engineering Ltd reserves the right to charge interest on sums overdue, on a day to day basis, as well after as before any judgment, from the due date for payment thereof to the date of actual payment (both days inclusive) at the rate of 15% per annum. Such interest shall be paid on demand.
4.1 AMF Engineering Ltd may revise and/or discontinue Products at any time without notice as part of AMF Engineering Ltd's policy of on-going Product up-date and revision. Revised or updated Products will have the functionality and performance of the Products ordered. The Customer accepts that AMF Engineering Ltd's policy may result in differences between the specification of Products delivered to the Customer and the specification of Products ordered.
5.1 All software provided under these Terms and Conditions are furnished subject to the terms and conditions of the license agreement relating to that software. Software license agreements may be packaged with the software, may be separately provided to Customer for signature or may require on-screen acceptance. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that AMF Engineering Ltd does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.
5.2 Where the terms "sale" and "purchase" are used herein in relation to software, whether by reference to the Products or otherwise, such terms shall mean the sale and purchase of the license to use the software. All rights, title or interest in respect of the intellectual property rights in the software remain with AMF Engineering Ltd or the licensor of the software at all times.
6.1 Title to and risk in the Products shall pass to the Customer upon delivery of the Products to Customer.
6.2 Title should be passed onto the customer in full.
6.3 Title to those Products which are software shall remain with the applicable licensor(s) at all times.
7.1 AMF Engineering Ltd shall deliver the Products to the place of delivery designated by Customer and agreed to by AMF Engineering Ltd as evidenced in Customer's invoice ("Place of Delivery").
7.2 AMF Engineering Ltd may, at its discretion, deliver the Products by instalments in any sequence. Where the Products are so delivered by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by AMF Engineering Ltd in respect of any one or more instalments shall vitiate the Contract in respect of Products previously delivered or undelivered Products.
7.3 Any dates quoted by AMF Engineering Ltd for the delivery of the Products are approximate only and shall not form part of the Contract. AMF Engineering Ltd shall not be liable for any delay in delivery of the Products and/or Services, howsoever caused.
7.4 If the Customer fails to take delivery of the Products or any part of them when they are made available to it or fails to provide any instructions, documents, licenses, consents or authorisations required to enable the Products to be delivered on the due date, AMF Engineering Ltd shall be entitled, upon giving written notice to the Customer, to store or arrange for storage of the Products whereupon risk in the Products shall pass to the Customer, delivery shall be deemed to have taken place, and the Customer shall pay to AMF Engineering Ltd all costs and expenses (including storage and insurance charges) arising from its failure.
8.1 Unless the Customer notifies AMF Engineering Ltd to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by AMF Engineering Ltd.
9.1 Unless specified otherwise, AMF Engineering Ltd warrants to the Customer that COM branded Products (excluding Third Party Products and software), will be free from defects in materials and workmanship affecting normal use for a period of two years from invoice date ("Standard Warranty").
9.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by AMF Engineering Ltd, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than AMF Engineering Ltd personnel or any person authorised by AMF Engineering Ltd, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by AMF Engineering Ltd. The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from AMF Engineering Ltd.
9.3 During the two-year period beginning on the invoice date, AMF Engineering Ltd will repair or replace Products returned to AMF Engineering Ltd's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. AMF Engineering Ltd will ship the repaired or replacement products to Customer freight prepaid.
9.4 The warranty term for a spare part used in repairing Products ("Replacement Part") is 90 days from its installation in the Product or the remainder of the warranty term for the Product into which it is installed, whichever is longer. AMF Engineering Ltd owns all parts removed from repaired Products. AMF Engineering Ltd uses new and/or reconditioned parts made by various manufacturers in performing warranty repairs and building replacement Products. For the avoidance of doubt, the warranty term of a Product is not extended after its repair or replacement. Customer will pay AMF Engineering Ltd for a Replacement Part when the part replaced is not returned by Customer to AMF Engineering Ltd within 10 days after the date the Replacement Part was delivered to Customer by AMF Engineering Ltd. Prices of the part replaced will be at AMF Engineering Ltd's then current standard price in the Territory.
9.5 Customer shall back up all data stored in the Products to be shipped and remove any removable media, such as Batteries, SIM Cards from the Products before returning or submitting the Products for repair or replacement. AMF Engineering Ltd does not accept any liability for data or software, which is lost, corrupted, deleted or altered during repair. Customer accepts full responsibility for Customer software and data and AMF Engineering Ltd is not required to advise or remind Customer of appropriate backup and other procedures.
9.6 AMF Engineering Ltd does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.
9.7 If the Customer has chosen any Service Offering available in the Territory or the Products purchased by Customer are sold bundled with a Service Offering in addition to the Standard Warranty, such Service Offering will be listed on Customer's invoice, and the provisions of that Service Offering shall apply in addition to the Standard Warranty.
9.8 The Customer agrees that, in relation to Third Party Products purchased through AMF Engineering Ltd, where such of the Products are covered by a relevant manufacturer's warranty, then the Standard Warranty shall not extend to such Products and such manufacturer's warranty shall be the sole warranty in respect of such Products. The Customer shall utilise that warranty for the support of such Products and in any event not look to AMF Engineering Ltd for such warranty support.
10.1 Service Offerings
AMF Engineering Ltd shall provide the following standard Service Offerings in respect of the Products:-
10.1.1 AMF Engineering Ltd Telephone Support
AMF Engineering Ltd shall provide lifetime Telephone Support for the Customer at no additional charge to the Customer. For the purposes of this clause, "lifetime" refers to the lifetime of the Product.
10.1.2 Remedial Support
During the term of the Standard Warranty, upon receipt of notification from the Customer that the Products have failed or are malfunctioning (not excluded by clause 9.2), and in the event that the fault is unable to be rectified using AMF Engineering Ltd Telephone Support, AMF Engineering Ltd undertakes to use all reasonable endeavours during the Standard Service Hours to make such corrections, repairs or adjustments to or replace such parts of the Products as may be necessary to restore the Products to their proper operating condition. The extent of such remedial support and whether this is achieved remotely or by an on-site visit depends upon the particular Service Offering chosen and purchased by the Customer (as evidenced on the Customer's quotation/Invoice) or the specific Service Offering sold bundled with the Product. Product upgrades are not eligible for on-site service unless the whole Product is under warranty or service coverage as provided under a Contract.
10.2 Response Time for On-site Service
For on-site service, AMF Engineering Ltd undertakes to use all reasonable endeavours to despatch a suitably qualified service engineer to arrive at the Location within the response time specified by the Service Offering purchased by the Customer or bundled with the Product. In the event that the response times purchased or bundled with the Product is unavailable at the Location, the Customer will be provided with the next available level of response times. Response times commence from the time the AMF Engineering Ltd Telephone Technical Support engineer decides that an on-site remedial support is necessary. Unless otherwise specified in the relevant Service Offering, a response time measured in hours includes only business hours within the Standard Service Hours.
10.3.1 The Service Offerings do not include:
provision of Services at places other than the Location except where AMF Engineering Ltd specifically agrees otherwise;
the correction or avoidance of software defects or errors or the loading or re-loading of a Customer's application software or the Customer's data or any re-configuration of the Products beyond loading the operating system software as carried out before shipment; and
repair or replacement of diskettes, printing ribbons, typefaces or other consumable supplies.
10.3.2 Collection of Products by AMF Engineering Ltd, or its appointed carrier, under any of the Service Offerings, shall not be construed as invalidating the exceptions stated above and shall not imply that AMF Engineering Ltd accepts the validity of the customer's claim.
10.4.1 AMF Engineering Ltd reserves the right to replace the whole of the Products or any part or parts thereof which may be found to be faulty or in need of investigation even where only a part of the Products are faulty or in need of investigation.
10.4.2 AMF Engineering Ltd, in effecting such replacement, is under no obligation to supply Products or any parts thereof which are identical in all respects to the faulty Products. AMF Engineering Ltd reserves the right to supply used or reconditioned parts or Products. AMF Engineering Ltd shall ensure that any Products or parts thereof used in replacement shall have substantially the same fittings and at least an equivalent specification to the faulty Products or parts thereof. AMF Engineering Ltd reserves the right to supply Products or parts thereof manufactured by whomsoever it shall, from time to time, deem appropriate.
10.4.3 The products or parts supplied to replace the Products or any part thereof shall become the property of the Customer. The Products or any part or parts thereof removed shall become the property of AMF Engineering Ltd. Any part or parts removed must be returned to AMF Engineering Ltd by Customer within ten (10) days of the replacement in accordance with 9.4 above which provisions apply.
10.5 Extended Service Contract
Subject to the precise terms of the Service Offerings, a Customer may purchase a AMF Engineering Ltd Extended Service Contract at any time or to extend the existing warranty service period on the Products up to a maximum of 5 years from the original invoice date subject to AMF Engineering Ltd's certification that the Products are at a standard suitable to be put onto an Extended Service Contract, and where they are not, subject to the Customer paying the charges quoted by AMF Engineering Ltd for bringing the Products up to such standard.
10.7 Emergency Services
AMF Engineering Ltd may, at its sole discretion, provide emergency corrective service outside the Standard Service Hours. AMF Engineering Ltd shall respond to a request for such Emergency Services as soon as practicable after its receipt of such request. All requests for Emergency Services shall be made during the Standard Service Hours. The Emergency Services shall be provided at AMF Engineering Ltd's standard scale of charges for such service from time to time in force. Such charges shall take into account not only the time that AMF Engineering Ltd's service engineer spends at the Location but also his or her travelling time to, and where appropriate from, that Location.
10.8 Termination of Service
If the Customer breaches any or all of the provisions under these Terms and Conditions or the applicable Service Offering or if AMF Engineering Ltd, on reasonable grounds, suspects that the Customer is in breach of the said provisions, the service provisions under these Terms and Conditions and the applicable Service Offering shall be terminated and the Customer shall have no right to make any claims there under against AMF Engineering Ltd in any manner whatsoever.
11.1 AMF Engineering Ltd's total liability under any Contract in respect of each event or series of connected events shall not exceed the local currency equivalent of UK£250,000 or the Price paid for the subject Product, whichever is lower.
11.2 Where injury to or death of any person arises, the liability of AMF Engineering Ltd shall be limited as stated in 11.1 above or to the minimum limit (including no limit) allowed by law in the Territory where such injury or death occurs. Where the law of a Territory does not allow a limitation in respect of the injury or death of any person, this sub-clause shall be read as if no limit applies.
11.3 The Customer shall indemnify AMF Engineering Ltd and keep AMF Engineering Ltd fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.AMF Engineering Ltd and Customer agree that AMF Engineering Ltd will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. AMF Engineering Ltd shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of Products or Services, even if AMF Engineering Ltd has been advised of their possibility.
11.5 Any service response times stated by AMF Engineering Ltd in the Service Offerings are approximate only and shall not form part of the Contract. AMF Engineering Ltd will use all reasonable endeavours to meet the stated response times but shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.
11.6 Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by AMF Engineering Ltd shall be subject to correction without any liability on the part of AMF Engineering Ltd.
11.7 Customer acknowledges that the limitation of liability contained in this clause is reasonable and that the limitation provisions have been taken into account by AMF Engineering Ltd in pricing the Products.
12.1 Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the party's reasonable control: difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure, telecommunications failures and disruptions, general unavailability of transport or breakdown in machinery/equipment.
13.1 The Customer acknowledges that the Products licensed or sold hereunder, which may include technology and software, are subject to the export control laws and regulations of the England and agrees to abide by those laws and regulations. Under English laws and regulations, the Products purchased may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer further acknowledges that the Products may also be subject to the export laws and regulations of the country in which the Products are received, and that the Customer will abide by such laws and regulations. The Customer understands that applicable requirements or restrictions may vary depending on the Products delivered and may change over time and that, to determine the precise controls applicable to the products acquired, it may be necessary to refer to relevant laws and regulations.
15.1 In Territories where this is relevant, nothing in these Terms and Conditions shall affect the statutory rights of a Customer dealing with AMF Engineering Ltd as a consumer where such rights cannot lawfully be excluded or superseded by contract. In the event of the conflict between these Terms and Conditions and the statutory rights of the Customer, the statutory rights of the Customer shall prevail.
15.2 Save that AMF Engineering Ltd can at any time assign Contracts to any affiliate or related , neither party shall assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other.
15.3 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
15.4 No forbearance, delay or indulgence by either party in enforcing the provisions of these Terms and Conditions shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach, and no right, power or remedy herein conferred upon or reserved for either party, is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
15.5 All notices shall be in writing and shall be sent to the address of the recipient set out in the Contract or applicable invoice, or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class prepaid letter, telex or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by telex or facsimile transmission when despatched. Any notice which affects the validity or existence of a Contract shall be delivered personally or sent by registered letter post only.
15.6 The headings to the clauses of these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.
15.7 These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and shall be subject to the non-exclusive jurisdiction of the Singapore courts.
15.8 These Terms and Conditions shall be interpreted and construed in accordance with the English language.