Standard Conditions of Sale

Definitions
Supplier - Omega Research Ltd, (of registered address: c/o Grants Scotland Ltd, Centrum House, 38 Queen St, Glasgow, G1 3DX, UK, Company Registration No SC122973), hereinafter referred to as "us" or "we"
Customer - the party offering to purchase the Goods hereinafter referred to as "you"
Goods - All items or services sold by us to you, including any replacements for defective Goods
Contract - The Contract between you and us for the sale of Goods
"In writing" - means any method of transferring information where both sender and recipient can reproduce a textually identical hardcopy, including, but not limited to, letter, Fax, e-mail, or web-form

General
All orders accepted by us are subject to and in accordance with these terms and conditions. We will not be bound by any standard or printed terms or conditions furnished by you in any of your documents.
We reserve the right not to accept orders.

Prices
The prices applicable for all products are those quoted on our Website at www.omega-research.co.uk on the day on which the order is received by us. These prices are in UK Pounds Sterling (GBP) and are exclusive of Value Added Tax (VAT). For non-standard products or services, a quotation will be furnished stating a description of the goods or services and the applicable price. If requested, we will advise customers the applicable prices.
For non-UK customers, the prices in GBP shall apply. Any quoted exchange rate will be that applicable at the time of processing the invoice.

Value Added Tax
Value Added Tax (VAT) will be added to Invoices in accordance with prevailing legislation.

Delivery
Goods, which are available from stock, shall normally be shipped within 2 working days of receipt of order.
For goods, which are not available from stock, we shall advise you to this effect and provide an estimate of the expected availability date. Such estimates shall not be binding and we shall not be liable in the event that they are not met.
Delivery will take place to the address specified by you.
We shall, at our sole discretion, decide the method for delivery, consistent with providing a compromise between expediency, cost and security, depending upon the value of the shipment. For UK deliveries, this shall normally be by first class post, and for other locations by standard air mail. Where we deem it suitable, Special Delivery, Airsure, Swiftair, or International Signed For may be used. Customers may request any other method, which, if possible and reasonable, shall be used. At our discretion, the actual cost of delivery, or GBP 2.95, (whichever is the greater), shall be added to Invoices for the packing and delivery process.
Risk in the Goods will pass to you when the Goods are transferred to the Carrier.
Goods must be inspected as soon as practicable after receipt, and any shortages, errors, damages or other discrepancies notified to us in writing within 10 days of receipt. In the event of damaged or unacceptable Goods, they must be returned to us, unused, in the original packing, and at your expense, for refund or replacement at your request.
Shortages should additionally be notified to the carrier.
If you have not received the Goods within 5 working days of receiving the Invoice, you must inform us immediately in writing.
You must not accept damaged packages.
We accept no responsibility or liability whatsoever for any delays, damage or loss during carriage, or for non-delivery or late delivery, howsoever caused.

Export
It is the purchasers responsibility for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined.

Documentation
Single invoices are issued. All amounts stated on Invoices shall be computed in UK Pounds Sterling, (GBP), and quoted in UK Pounds Sterling (GBP).  If requested, the total amount payable may also be indicated in the local currency of the Customer.

Payment Terms
Settlement is due no later than 30 days from the date of Invoice. Payment may also be made in advance.
Payment shall be either by cheque made payable to Omega Research Ltd, electronic funds transfer, or Credit Card (Mastercard or Visa). For UK customers, cheques shall be written in UK Pounds Sterling and on cheques issued by a UK bank. For non-UK customers, cheques in their national currency can be accepted, although this will attract a surcharge of GBP 6.50 to cover our transaction charges.
Credit card transactions are always in GBP.
Our Bankers details are available on request.
In the event that payments are not received by us by the date due, we reserve the right to:-
1. Cancel the order or suspend any further deliveries to you.
2. Refuse to accept any further orders from you.
3. Withdraw credit account facilities.
4. Charge you interest on the amount unpaid, at the rate of 5 per cent per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5. Make public by any means available to us, including Internet bad debt sites, the true facts relating to the late payment.

Property
Ownership of the Goods shall remain with us until payment has been received in full. For the purpose of this clause, the term "received in full" shall be taken to mean that the funds have been irrevocably credited to our bank account.
In the event that you prevent, by whatever means, the crediting of funds into our account, (for example, but not limited to, the presentation of cheques which are not honoured), we reserve the right to take any, or all, of the actions described in Clause "Payment Terms", as resulting from non payment.

Intellectual Property
In the case of Goods or Services specifically designed for an individual customer (Custom Designs), upon payment having been received in full, ownership and unconditional right to use the design shall pass to that customer.  These rights are non-exclusive and we retain the right to use any design which we have created, or any part thereof, in any way.  For the purpose of this clause, the term "received in full" shall be taken to mean that the funds have been irrevocably credited to our bank account.

Credit Accounts
We shall, at our sole discretion, open a credit account for new customers on request.
Account facilities may be withdrawn at any time without reason or notice.

Return of Goods
Return of Goods is only permitted in the case of deficiencies when received or under the terms of the guarantee. Return is not permitted for any other reason.

Quality
All Goods are warranted to be representative of any claims made of them, whether in specifications, descriptions or drawings, to be of merchantable quality, and fit for purpose. Specifications, descriptions and drawings relating to the Goods shall not form part of any contract.
Whilst we use every effort to ensure the accuracy of product specifications, descriptions, drawings, we accept no liability whatsoever for any errors or omissions however caused. We shall not be held liable for the accuracy or suitability of any additional information supplied to customers.

Guarantee
Any products supplied by us which, in normal use, develop any defects due to faulty design, material or workmanship within a period of twelve months from date of delivery, shall be, at our sole discretion, repaired, replaced or refunded.
Any such claim under this guarantee, shall be made in writing, and the defective part returned to us at your expense and suitably packaged.
Our liability under this guarantee shall be limited to the cost of the Goods supplied.

Liability
We accept no liability whatsoever or however arising, for any loss or damage, or consequential loss or damage, resulting directly or indirectly from the supply of Goods to you.

General Conditions
All Contracts between you and us shall be governed by and interpreted in accordance with the laws of England.

We reserve the right without prior notice to discontinue any Goods or to make design changes.

Nothing contained herein shall affect your statutory rights.

April 2008