1 Definitions
In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the following meanings: -
“Authorised Representative” means a person whose job title is that of Director or Managing Director.
“The Client” means the person, firm, company entity or organisation with whom Omega Cubed contracts for the sale of Products and/or Services, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company;
"Omega Cubed" means Omega Cubed Ltd and, where the context permits, its assigns and any sub-contractor of the said Company. Company Number 3723987, Registered in England and Wales;
"Omega Cubed Price List" or
"Price List" means the list of fees payable by the client in respect of the Services and/or the Products which is available from the OmegaCubed.net web site or can be requested by writing to Omega Cubed Ltd, The Lodge, 5 Humphrey Middlemore Drive, Harborne, Birmingham, West Midlands, England, B17 0JJ;
“Contract” means the contract between Omega Cubed and the Client under which the Services and/or the Products are to be supplied by Omega Cubed to the Client;
“Products” means any articles (including for the avoidance of doubt software and instalments of the Products and any parts of, or for them) to be supplied by Omega Cubed to the Client under the terms of the Contract;
“Services” means the services to be provided by Omega Cubed to the Client under the terms of the Contract and “Service” shall be construed accordingly;
"Terms and Conditions" means these terms and conditions including any Schedules hereto;
“Working Day” means every day of the week excluding Saturday, Sunday and statutory holidays.
1.2 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.
1.3 Where the context so admits or requires words denoting the singular include the plural and vice versa. Words denoting any gender include all genders.
1.4 References to each party include its permitted assigns and successors by operation of law.
2 General
2.1 These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any
order or letter, form of contract sent by the Client to Omega Cubed or any other communication between the Client and
Omega Cubed whatever may be their respective dates, the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of Omega Cubed.
2.2 The Client acknowledges that Omega Cubed cannot guarantee the security of the Internet and that the possibility of interception or corruption of data transmitted from the Client to Omega Cubed using correct Client Identification exists and that Omega Cubed is nonetheless entitled to rely on data transmitted in the form it is received at Omega Cubed.
3 Obligations to Provide Products or Services
3.1 Notwithstanding that Omega Cubed may have given a detailed quotation no request for the provision of Services and
no order for the supply of Products shall be binding on Omega Cubed unless and until Omega Cubed has accepted it in
writing.
3.2 Omega Cubed catalogues, brochures, leaflets or correspondence are not binding and reasonable variations may be
made to the Services and/or the Products without notice and such variations shall be accepted as complying with the
Contract.
3.3 Omega Cubed has the right to accept or decline any purchase order submitted by the Client.
4 Prices
4.1 The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by Omega Cubed for such Services current at the date of the provision of the Services and, in the case of the provision of Services over a period of time the price payable shall at the option of Omega Cubed be either:
4.1.1 the fee current at the date of the provision of the Services in question unless otherwise expressly stated to be firm for a period; or
4.1.2 the fee current at the date of any invoice sent pursuant to Condition 8.
4.2 The price payable for Products shall unless otherwise stated in the Contract be the list price of Omega Cubed current at the date of despatch and in the case of an order for delivery by instalments the price payable for each instalment shall at the option of Omega Cubed be either:
4.2.1 the list price current at the date of supply of the Products in question unless otherwise expressly stated to be firm for a period: and
4.2.2 the list price current at the date of any invoice sent pursuant to Condition 8.
4.3 Unless otherwise expressly stated to be firm for a period, charges by Omega Cubed in respect of the Services and/or the Products are subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. Omega Cubed accordingly reserves the right to adjust the sum payable by the Client for the Services and/or the Products by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.
4.4 Unless otherwise expressly stated in writing by an authorised representative of Omega Cubed all prices exclude the
cost of delivery.
4.5 All prices and charges are exclusive of Value Added Tax and this will be charged at the appropriate rate.
5 Additional Costs
The Client agrees to pay for any loss or extra cost incurred by Omega Cubed through the Client’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Client its servants or employees.
6 Risk
6.1 From the time of delivery of the Products by Omega Cubed or collection by the Client, or if the Client unjustifiably fails
to take delivery of Products at the time when Omega Cubed has tendered delivery of the Products, the risk in the
Products shall pass to the Client who shall be solely responsible for the custody insurance and maintenance thereof.
6.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions the
property in the Products shall not pass to the Client until Ingram has received in cash or cleared funds payment in full of the price of the Products and all other Products and Services previously sold or supplied by Omega Cubed to the Client for which payment is then due.
6.3 Pending payment of the full purchase price of the Products the Client should at all times keep the Products
comprehensively insured against loss or damage by accident fire theft and other risks usually covered by insurance in the
type of business for which the Products have been supplied in an amount at least equal to the balance of the price for the
same from time to time remaining outstanding.
6.4 Until such time as the property in the Products passes to the Client (and provided the Products are still in existence
and have not been resold) Omega Cubed shall be entitled at any time to require the Client to deliver up the Products to Omega Cubed and if the Client fails to do so forthwith to enter upon any premises of the Client or any third party where the Products are stored and repossess the Products.
7 Export Restrictions
7.1 Omega Cubed shall not be obliged to deliver Products to any territory to which the export of such Products is prohibited by export control legislation or restrictions affecting Omega Cubed.
7.2 The Client acknowledges that the transfer of any of the Products imported from the United States of America is subject to the export control laws and regulations of the USA and any amendments thereof which restrict exports and re-exports of hardware, software, technical data, and direct products of technical data, including services derived from use of the Products. The Client agrees that it will not export or re-export any USA imported Products or any information and documentation related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce’s Bureau of Export Administration or other appropriate governmental agencies to any countries, end-users or for any end-uses that are restricted by USA export laws and regulations and any amendments thereof which include, but are not limited to the following: -
Restricted Countries: Cuba, Haiti, Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, south Africa (military and police entities only), Syria and Vietnam.
Restricted End-Users: Any end-user whom the Client knows or has reason to know will use USA imported Products in the design, development or production of missiles and missile technology, nuclear weapons and weapons technology or chemical and biological weapons.
Restricted End-Uses: Any use of USA imported Products related to the design, development or production of missiles and missile technology, nuclear weapons and weapons technology or chemical and biological weapons.
7.3 These restrictions change from time to time. If the Client has any questions regarding its obligations under USA export regulations the Client should contact the Bureau of Export Administration, United States Department of Commerce, Office of Export Licensing, Washington DC, USA (202) 377 4811 or the local United States Consulate.
8 Terms of Payment
8.1 Unless credit terms have been authorised in writing by Omega Cubed payment for Products shall be made in cash prior to despatch by Omega Cubed. If credit terms have been agreed in writing the Client shall make payment in full without any deduction or set-off within 30 days of the date of the invoice provided always that payment shall become due on demand in any event forthwith upon the occurrence of any events referred to in Condition 16.
8.2 Unless otherwise agreed by Omega Cubed in writing payment for Services shall be due in cash prior to the provision of the Service.
8.3 Credit terms are subject to review by Omega Cubed from time to time and Omega Cubed shall have the right to suspend or vary any credit terms granted. If at any time the client should be in default in paying any sums due to Omega Cubed or the relationship of Omega Cubed with the client should be terminated for any reason then all sums due by the client shall be payable immediately to Omega Cubed.
8.4 If the Products are delivered in instalments Omega Cubed shall be entitled to invoice each instalment as and when
delivery thereof has been made and payment shall be due in accordance with Conditions 8.1 and 8.2 in respect of each
instalment whereof delivery has been made and notwithstanding non-delivery of other instalments or other default on the part of Omega Cubed.
8.5 If under the terms of the Contract monies due shall be payable by instalments any default by the Client of the payment
of any due instalment shall cause the whole of the balance of the sums due to become payable forthwith.
8.6 The sums due to Omega Cubed under the Contract shall be due in full in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off lien or any other similar right or claim.
8.7 The time of payment shall be of the essence of the Contract.
8.8 Without prejudice to any other rights Omega Cubed may have and in addition to any sums payable by the Client Omega Cubed shall be entitled to charge the Client: -
8.8.1 A flat fee of £15.00 plus VAT for each correspondence.
8.8.2 £20 plus VAT on each event that any cheque presented by the Client is returned unpaid or if any standing order or direct debit instruction fails to operate;
8.8.3 £50 plus VAT arrears charge if the Client’s account or any subsequent payment due to Omega Cubed is referred to a third party collection agency or legal agents, including solicitors.
8.9 Interest at the rate of 5% per annum above Barclays Bank plc base rate on any sums outstanding from the due date for payment until payment in full is received whether before or after judgement. Such interest shall be calculated on a daily basis.
8.10 Any costs and/or expenses incurred by Omega Cubed in recovering funds from, or otherwise enforcing any of its rights against the Client, whether within or outside the United Kingdom, shall be fully reimbursed to Omega Cubed by the Client, and the Client agrees fully to indemnify Omega Cubed in respect of any such costs or expenses.
8.11 If credit terms have been agreed by Omega Cubed, the Client undertakes to notify Omega Cubed of any material or potentially material change in its finances and/or structure and/or position generally. Such notifiable events include, but are not limited to:
8.11.1 any change in the information supplied by the Client to Omega Cubed for the purposes of and/or in relation to obtaining credit; and
8.11.2 any change in the ownership of the shares in the Client and any change in the number of such shares;
8.11.3 any change in the ownership of the shares in any company which has been, at any time after the granting of credit, under common ownership with the Client;
8.11.4 any material change in the nature and/or value of the Clients assets, whether as a result of disposal, acquisition, the grant of crystallisation of any security, or otherwise howsoever. It is agreed that the requirements under this sub-clause are of the essence of the agreement to provide credit and of any other contract made under or pursuant to that agreement between Omega Cubed and the Client.
9 Delivery of Products - Inspection and Acceptance
9.1 The period for delivery of Products shall be the period within which the Products are intended to be dispatched by Omega Cubed and shall be calculated from the time of the receipt by Omega Cubed of the Client’s order or from the receipt of all necessary information to enable Omega Cubed to procure the manufacture of the Products whichever shall be the later and the Client shall take delivery of the Products within that period. Omega Cubed is entitled to issue an invoice on or after the date of dispatch of the product from its facility.
9.2 All times or dates given for delivery of the Products are given in good faith but without any responsibility on the part of
Omega Cubed. Time of delivery shall not be of the essence of the Contract nor shall Omega Cubed be under any liability for any delay beyond the control of Omega Cubed.
9.3 Where the Products are handed to a carrier for carriage to the Client or to a United Kingdom port for export any such
carrier shall be deemed to be an agent of Omega Cubed and not the Client for the purposes of Sections 44, 45 and 46 of
the Sale of Products Act 1979.
9.4 No liability for non-delivery, loss of or damage to the Products occurring prior to delivery or for any claim that the
Products are not in accordance with the Contract will attach to Omega Cubed unless claims to that effect are notified in
writing by the Client to Omega Cubed (and in the case of claims for non-delivery loss or damage with a copy to the carrier if vehicles owned by Omega Cubed have not been used to deliver the Products):
9.4.1 within seven days of delivery in respect of any loss, damage, defect or any other non-compliance with the contract which would have been apparent on a reasonable inspection and testing of the Products (and in respect of services, within 7 days of Omega Cubed tendering their completion); or
9.4.2 for non-delivery, within ten days of the date of the invoice.
9.5 In the event of a valid claim for non-delivery, loss, damage or non-compliance with the Contract, Omega Cubed undertakes at its option either to re-supply or replace the Products at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss, damage or non-compliance.
9.6 If for any reason the Client is unable to accept delivery of the Products at the time when the Products are due and ready for delivery Omega Cubed may at its sole discretion without prejudice to its further rights store the Products at the risk of the Client and take all reasonable steps to safeguard and insure them at the cost of the Client provided that the Client shall be immediately informed thereof.
9.7 Omega Cubed shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
9.8 The Customer shall bear all costs associated with the unjustified refusal of delivery 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 Omega Cubed, Omega Cubed reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be refunded.
10 Return of Products
Products supplied in accordance with the Contract cannot be returned without prior written authorisation from Omega Cubed and in any event must be in re-saleable condition in undamaged original packaging and returned at the Client’s expense.
11 Passing of Title
11.1 The Products shall remain the property of Omega Cubed until payment in full has been made for all sums payable to Omega Cubed (including those sums which have not yet fallen due for payment) under all Contracts between Omega Cubed and the Client.
11.2 The Client shall hold all the Products property in which remains in Omega Cubed as bailee for Omega Cubed. Further, it shall store the Products, in such a way that the Products can be identified as the property of Omega Cubed and shall keep the Products separate from the Client’s own property and the property of any other person.
11.3 If, notwithstanding clause 11.2, the Products the property in which remains in Omega Cubed are incorporated into or affixed to products belonging to the Client or anyone else, property in those Products shall remain in Omega Cubed until full payment is made in accordance with clause 11.1 above.
11.4 At any time Omega Cubed shall be entitled to recover the Products property in which remains in Omega Cubed and for that purpose the Client hereby grants to Omega Cubed, its agents and employees an irrevocable licence to enter any premises where such Products are stored in order to repossess the same, and (in the event that it has been incorporated or affixed to other products) to dismantle it or detach it from those products and repossess it. Further, the Client will give representatives of Omega Cubed all reasonable assistance to enable it to identify (and dismantle) such Products when they attend such premises.
11.5 The Client may sell on the Products property in which remains in Omega Cubed, and may appropriate it to a contract for sale and deliver it to a third party, but only when each of the following conditions is satisfied.
11.5.1 The agreement for sale, and the appropriation of the Products to the agreement for sale and the delivery to the third party, are made and effected bona fide and in the ordinary course of business.
11.5.2 The Client, under the agreement for sale, retains property in the Products until it (the Client) has been paid in full by the third party to whom it is agreeing to sell on the same.
11.5.3 The Client is not in default of any of its obligations (including its payment obligations) to Omega Cubed. If at the time of the agreement for sale, or appropriation, or delivery, one or more of such conditions is not satisfied, the Client has no right to sell such Products, or to appropriate it to a contract for sale, or (unless it has already been properly sold or appropriated) to deliver it to the third party.
11.6 The Client’s licence in clause 11.5 to sell on the Products property in which remains in Omega Cubed, to appropriate the same to a contract for sale, or to deliver the same to a third party, is automatically revoked and comes to an end in any of the following events;
(1) It is unable to pay its debts as they fall due or is otherwise insolvent.
(2) A receiver or an administrative receiver is appointed over any part of the Client’s business or assets.
(3) The Client (if it is an individual) makes or offers any arrangement or composition with its creditors or commits any act of bankruptcy or a bankruptcy petition is presented against it; or (if the Client is a limited company) and resolution or petition to wind it up is passed or presented, or any steps are taken to appoint an administrator, or an administrator is appointed over it.
11.7 For the avoidance of doubt, Omega Cubed expressly reserves all its rights at common law and in equity in the event that the Client makes an unauthorised sale, appropriation or delivery of the Products property in which remains in Omega Cubed. In particular, Omega Cubed expressly acknowledges that the proceeds of any unauthorised sale appropriation
or delivery belongs to and are payable to Omega Cubed.
12 Information
12.1 As and when required by Omega Cubed, the Client will as soon as possible inform Omega Cubed of the whereabouts of and Products property in which remains in Omega Cubed. In particular:
(1) It will as soon as possible inform Omega Cubed of the whereabouts of any such Products that is still in the Client’s possession.
(2) In relation to all such Products which the Client has either sold or delivered to anyone else (or otherwise parted with possession of), the Client will as soon as possible inform Omega Cubed of;
(a) The person to whom it sold or delivered such Products, or to whom it gave possession of the same;
(b) The current whereabouts of such Products to the best of its (the Client’s) knowledge.
In relation to such Products which have been sold or delivered to anyone else, or otherwise parted with possession of, the Client will as soon as possible inform Omega Cubed of the terms of the relevant contract under which it is sold, delivered or parted with possession of the same, and provide a true copy thereof; and in particular it shall inform Omega Cubed of:
(a) The purchase price;
(b) When the purchase price falls due to be paid.
Further, in relation to such Products that have been sold or delivered to anyone else, or otherwise parted possession of, the Client will provide Omega Cubed will all reasonable assistance to enable it to find and repossess the same. For the avoidance of doubt, for the purpose of this clause Products remain the property of Omega Cubed even if;
(a) the Client, without the authority of Omega Cubed, has purported to pass title in it under any contract with a third party, and
(b) that third party, as against the Client, is entitled to enforce that contract under the provisions of The Sale of Products Act or otherwise.
12.2 Further, as long as the Client owes any sums to Omega Cubed, the Client, when requested by Omega Cubed, will as soon as possible provide to it the following information and documentation:
(1) What payments have been received by the Client from third parties in relation to Products supplied to it by Omega Cubed; and what payments are currently or contingently owed to the Client by any third party in relation to such Products, identifying the third party in question.
(2) What factoring or invoice discounting arrangements, if any, have been entered into by the Client with a factor or other entity, identifying the name and address of the factor or other entity, and specifying whether or not debts due in relation to Products supplied by Omega Cubed have been factored or assigned to that factor or other entity.
(3) What funds are available to the Client in order to pay the outstanding sums it owes Omega Cubed, what plans has it made to pay the same to Omega Cubed, and when does it expect to pay the same.
(4) The Client’s last two VAT returns, and management accounts over the last three months.
12.3 Further, in the event that the Client is unable to pay its debts as they fall due or is otherwise insolvent, and currently or contingently owes money to Omega Cubed, which is not able to pay in accordance with its obligations;
(1) The Client will as soon as possible inform Omega Cubed of the identity of the directors (or other persons responsible for managing it) who procured it to order from Omega Cubed the Products that have been supplied to it by Omega Cubed in the last 6 months. The Client will supply all relevant documentation evidencing the responsibility of the directors (or other persons) in question.
(2) The Client will as soon as possible inform Omega Cubed of the identity of the directors (or other persons responsible for managing it) who procured to sell or deliver to any third party, or part with possession of, Products which remained in Omega Cubed at the time of the sale, delivery, or parting with possession. The Client will supply all relevant documentation evidencing the responsibility of the directors (or other persons) in question.
(3) In the event that the Client is put into CVA Moratorium, or Administrative Receivership, or has an administrative order made over it, or is put into liquidation, then it will provide to Omega Cubed as soon as possible copies of is management accounts for the last 6 months, its sales and purchase ledger for the last six months, its sales and purchase ledger for the last six months, and its last four VAT returns before the date (whichever is earliest) on which it was put into administrative receivership, administration or liquidation.
13 Warranties Relating to Services
13.1 Omega Cubed warrants and undertakes to provide the Services with reasonable care and skill according to good professional standards.
13.2 The above warranty is Omega Cubed’s only warranty relating to the Services and no other warranty or condition,
terms or undertakings, statutory or otherwise, express or implied, will apply.
14 Warrantees and Liability Relating to Products
14.1 Omega Cubed does not manufacture the Products (or were the Products comprise computer software does not publish or licence the software) and subject to the conditions set out in this clause 14 Omega Cubed sells the Products with the benefit of the warranty of the manufacturer, publisher or licensor as the case may be.
14.2.1 Omega Cubed will accept liability for defective Products only to the extent that Omega Cubed 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 in clause 14.3 below. Omega Cubed cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the procedures of the manufacturer.
14.2.2 Omega Cubed 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 the instructions of Omega Cubed, the manufacturer or publisher, misuse, alteration or repair of the Products without the approval of Omega Cubed.
14.2.3 Omega Cubed shall be under no liability under the above warranty if the total price of the Products has not been paid.
14.3 Any claim by the Client, which is based on a defect in the quality or condition of the Products, shall be notified to Omega Cubed. Upon notification of any such claim by the Client Omega Cubed shall either notify the Client whether the policy of the manufacturer of the Products is to deal with the Client directly (in which case the Client shall deal with the manufacturer directly provided Omega Cubed gives sufficient details to enable the Client so to do) or shall provide the Client with a return number (in which case the Client shall return the Products to Omega Cubed in their original unmarked packaging together with details of the return number and the Client’s name and address). This clause 14.3 shall only apply to Products that the Client is entitled to return to Omega Cubed as provided for in these Conditions.
14.4 Omega Cubed shall not be liable to the Client for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Client to third parties, 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 Client and in every case howsoever caused or arising (and whether caused by the negligence of Omega Cubed its employees or agents or otherwise).
14.5 Omega Cubed’s liability for direct loss or damage arising from damage to tangible property for which Omega Cubed is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.
14.6 Nothing in these Conditions shall in any way exclude or limit any liability Omega Cubed may have for death or personal injury caused by its negligence.
14.7 Omega Cubed shall not be liable to the Client or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of Omega Cubed’s obligations in relation to the Products if the delay or failure was due to any cause beyond Omega Cubed’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Omega Cubed’s reasonable control: -
14.7.1 Act of God explosion flood tempest fire or accident.
14.7.2 war or threat of war sabotage insurrection civil disturbance or requisition.
14.7.3 acts restrictions regulations byelaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
14.7.4 import or export regulations or embargoes.
14.7.5 strikes lockouts or other industrial actions or trade disputes (whether involving employees of Omega Cubed or a third party)
14.7.6 difficulties of Omega Cubed’s supplier in obtaining raw materials labour fuel parts or machinery
14.4 The Contract shall not constitute a sale by description or sample.
14.5 Any conditions or warranties (whether express or implied by statute, common law or arising from conduct or a
previous course of dealing or trade custom or usage) as to the quality of the Products or their fitness for any particular
purpose (even if that purpose is made known expressly or by implication to Omega Cubed) or as to the correspondence of
the Products with any description or sample are hereby expressly negated.
15 Omega Cubed Information
All Product pricing, description, availability and related information (“Information”) provided by Omega Cubed, in any form, is the property of Omega Cubed or its vendors. Omega Cubed hereby grants Client a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Client’s purchases and sales of Products sold by Omega Cubed to it. Omega Cubed shall be entitled to stop the provision of Information at any time without notice. Purchaser 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 utilize the Information for any purpose except as permitted herein. Omega Cubed makes no warranty, either express or implied on the information or its accuracy. All information is provided to purchaser “as is.” If Omega Cubed provides Information to the Client by Electronic Means, the Client agrees to update such Information regularly to ensure its accuracy. The Client 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 utilize the Information for any purpose except as permitted herein. Specifically but without limitation the Client is not entitled to utilise Information for any purpose other than in the normal course of business of a Reseller and is not entitled to use, reproduce or display the Information in any way, which in Omega Cubed’s opinion;
(1) would enable it to be identified as information obtained from Omega Cubed
(2) would enable comparison of the Information with other suppliers information relating to products or
(3) could be damaging to Omega Cubed’s business interests.
16 Insolvency of the Client
If the Client shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Client’s property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition shall be presented against him or (if the Client is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administration or the whole or any part of such company’s undertaking, property or assets shall be appointed, Omega Cubed in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly, or in part, any and every contract between Omega Cubed and the Client or may (without prejudice to Omega Cubed’s right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend further deliveries of Products and Services until any defaults by the Client are remedied.
17 Sub-Contracting
For the avoidance of doubt, Omega Cubed may and shall, as it deems fit, sub-contract the whole or any part of the Contract to any person firm or company.
18 Data Protection Act
The Client agrees that Omega Cubed Ltd may make such enquiries and searches and obtain such references as it considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Client (“relevant information”) to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on Omega Cubed’s behalf for any purpose connected with Omega Cubed’s business.
19 Law and Jurisdiction
The construction, validity and performance of these Terms and Conditions shall in all respects be governed by English law and shall be deemed to have been made in England and the Client and Omega Cubed agree to submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.
