STANDARD TERMS AND CONDITIONS OF SALE

1.      Definitions and Interpretations

1.1.    “Conditions”: These conditions of sale.

1.2.    “GVS”: Global View Systems Limited and CareScan Limited.

1.3.    “Products”: The items sold by GVS, including hardware, software, and support services.

1.4.    “Purchaser”: Any person or company purchasing Products from GVS, either directly or through an authorised GVS Partner.

1.5.    “Contract”: Any agreement or purchase order between GVS and a Purchaser.

1.6.    “Programs”: Computer software and related documentation included with the Products.

1.7.    “Program Errors”: Verifiable failures of the Software to meet GVS documentation specifications.

2.      Effect of Conditions

2.1.    These Conditions apply to all Contracts unless otherwise agreed in writing by GVS. Any conflicting terms in a Purchaser’s order are not binding on GVS.

3.      Price

3.1.    Prices are ex-works and exclude VAT, carriage, installation, and other charges. Purchasers exporting outside the UK must cover export authorisations and import duties.

3.2.    GVS may increase prices due to delays caused by the Purchaser, changes requested by the Purchaser, incorrect information from the Purchaser, or external factors beyond GVS’s control.

3.3.    GVS reserves the right to adjust the prices of the Products annually in line with the percentage change in RPI plus up to 3% as published by the office for National Statistics. The adjustment will be applied on the anniversary of the Contract and will be communicated to the Purchaser in writing at least 30 days in advance.

4.      Payment

4.1.    Payments are due within 30 days of the invoice date. Late payments incur interest on the overdue amount at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily from the date payment became due until the date of actual payment.

4.2.    In addition to interest, GVS shall be entitled to claim compensation for debt recovery costs as specified under the Late Payment of Commercial Debts (Interest) Act 1998.

4.3.    All payments must be in Pounds sterling unless otherwise agreed.

5.      Delivery and Installation

5.1.    GVS will endeavour to meet agreed delivery dates and addresses. Installation and commissioning services are provided only if specified in the Contract.

6.      Force Majeure

6.1.    GVS is not liable for delays caused by events beyond its control (e.g., natural disasters, strikes, government actions). GVS will notify the Purchaser of such events and their impact on delivery.

7.      Delivery by Instalments

7.1.    These Conditions apply to each instalment of Products delivered. Payments are due as if each instalment were a separate agreement.

8.      Passing of Property and Risk

8.1.    Risk passes to the Purchaser upon delivery.

8.2.    Title remains with GVS until full payment is received. The Purchaser must keep the Products in good condition and clearly indicate GVS’s ownership.

9.      Exclusions and Limitations of Liability

9.1.    GVS’s liability is limited to repairing or replacing defective Products within one year of delivery.

9.2.    GVS is not liable for indirect or consequential losses, except in cases of death or personal injury caused by GVS’s negligence.

10.   Termination

10.1. GVS may terminate the Contract if the Purchaser breaches material obligations or becomes insolvent.

11.   Programs

11.1. GVS grants a non-exclusive, non-transferable licence to use the Programs with the Products.

11.2. The Purchaser must not copy, modify, or disclose the Programs without GVS’s consent.

12.   Indemnity

12.1. GVS will indemnify the Purchaser against claims of intellectual property infringement, provided the Purchaser notifies GVS promptly and cooperates fully.

13.   Intellectual Property Rights

13.1. GVS retains all intellectual property rights in the Products and Programs. The Purchaser must notify GVS of any infringements and assist in protecting these rights.

14.   Confidentiality

14.1. Both parties must keep confidential information secure and not disclose it to third parties, except as required by law or for the purposes of the Agreement.

15.   Notices and Service

15.1. Notices must be in writing and can be delivered personally, by post, or by email. Notices are deemed given upon delivery or receipt.

16.   Assignment

16.1. The Purchaser cannot assign the Contract without GVS’s written consent.

17.   Arbitration

17.1. Disputes will be settled in London under the Rules of the International Chamber of Commerce.

18.   Applicable Law and Jurisdiction

18.1. The Agreement is governed by the laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the English and Welsh courts.

19.   General

19.1. Any modifications to these Conditions must be in writing and signed by both parties. Delays in enforcing any provisions do not waive GVS’s rights.

20.   Data Protection and Privacy

20.1. GVS will process personal data in accordance with its Privacy Policy and applicable data protection laws, including GDPR. The Purchaser consents to such processing. GVS will implement appropriate data security measures to protect user data.