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GENERAL CONDITIONS OF SALE 1. DEFINITIONS "The Seller" means Mr J Elliott of St John's Wood London. "The Purchaser" means any person, partnership, company or other party to whom, the Seller may agree to sell an internet domain name in accordance with the Seller’s standard conditions of sale. "Name" means an internet domain name. 2. GENERAL 2.1. All orders are accepted and all Names are supplied subject to the following express terms and conditions (the Seller’s standard conditions of sale) and save to the extent that the exclusion or restriction of liability may be prohibited by statute all other conditions, warranties and representations, expressed or implied and statutory or otherwise, except as to title, are hereby excluded. Any order placed by a Purchaser shall constitute an offer to contract upon these express terms and conditions and no addition thereto or variation therefrom whether contained in the Purchaser’s order or otherwise shall apply unless expressly agreed in writing by the Seller. 2.2. The responsibility of ascertaining and ensuring that any Name is not in conflict with or capable of being confused or misconstrued with any other internet name, trade mark, trading name or other name subject to any restriction, shall rest with the Purchaser and the Seller shall be under no obligation either express or implied in this regard. 2.3. All fees and costs payable to any party in connection with the transfer and registration of the name shall be the responsibility of the Purchaser. 3. ORDERS 3.1. All orders are subject to written acceptance by the Seller. Any prior confirmation by the Seller by facsimile or telephone shall be deemed to be provisional only. 3.2. The Purchaser agrees to send to the Seller a written order in confirmation of any telephoned order duly marked with any confirmation reference given by the Seller, otherwise the Seller cannot accept liability for any duplication or delivery that may occur. 3.3 Cancellation or amendments of orders are subject to a charge, as stated in Clause 6. 4. PRICES AND PAYMENT 4.1. All quoted or listed prices are exclusive of transfer fees which are charged at cost to the Purchaser. 4.2. Payment shall be made in full by the Purchaser to the Seller prior to the transfer of the domain name. 4.3. The Seller may ask for a deposit of 25% of the selling price to reserve the domain name for the Purchaser. 4.4. Any costs incurred for using an escrow service or any other service or currency of exchange which results in a liability to the Seller, shall be prepaid by the Buyer in addition to the agreed price for the domain name. 5. PASSING OF PROPERTY 5.1. Property in the Name shall remain in the Seller until payment is received in full and no transfer shall be effected until such payment has been received by the Seller. 6. CUSTOMER’S DEFAULT AND CANCELLATIONS 6.1 If the circumstances or status of the Purchaser changes, for whatever reason, (e.g. bankruptcy or receivership, change of name, litigation by the Seller or other parties ), the Seller reserves the right without prejudice, to cancel or suspend trading with the Purchaser including orders in progress and to demand immediate settlement in full of all outstanding invoices. 6.2. Requests by a Purchaser for cancellation or amendment of any order or for the rescheduling of acquisition will only be considered by the Seller if made in writing and shall be subject to the written acceptance of the Seller or if cancelled or rescheduled at the request of the Purchaser, then the Purchaser shall indemnify the Seller against all loss costs, damages, charges and expenses arising out of the order and the cancellation, amendment or re-scheduling thereof to be calculated at 5% of the value of the order. 7. EXCLUSIONS 7.1. No condition warranty term or representation is expressed and none shall be implied in fact by law or by custom including any implied condition or warranty of non infringement of copyright trademark or any other proprietory right all of which are to the extent permissible by law hereby expressly excluded. 7.2. The Seller shall not have any liability whatsoever to the Purchaser or to any third party under any circumstances for special indirect consequential incidental or exemplary damages or losses or lost profits whether based on breach or failure of warranty, breach of contract, misrepresentation, negligence, strict liability, tort or on any other basis, whether forseeable or unforseeable, even if it has been advised of the possibility of such damages, the maximum aggregate liability of the Seller shall be limited in all events to the amount received by the Seller from the Purchaser with respect to the specific item upon which the claim of liability is made. 7.3. The Seller shall not have any liability to the Purchaser whatsoever in respect of any international, national or local law, rule, regulation or policy which may in any way restrict limit or inhibit the use of the Name by the Purchaser in the manner intended. 7.4. The limitations, exclusions and disclaimers set out in this section will not apply only if and to the extent that a court of competent jurisdiction requires liability under applicable law beyond and despite these limitations exclusions and disclaimers 7.5. The Seller shall not have any liability to the Purchaser whatsoever in respect of any consequential loss or damages caused by any change in the local, national or international internet naming policy or any other subsequent change in policy or computer systems, which may render the Name void or of diminished value. 7.6. The Seller shall not have any liability to the Purchaser whatsoever in respect of any consequential loss or damages caused by any change in the local, national or international internet naming policy or any other subsequent change in policy or computer systems, which may render the Name void or of diminished value. 8. FORCE MAJEURE 8.1. The Seller shall not be liable for the cancellation by him of any order if the Seller is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Seller whether such cause existed or was foreseeable at the date of acceptance of the Purchaser’s order by the Seller or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent hinder or delay the Seller if the Seller is thereby prevented, hindered or delayed from fulfilling other commitments whether to the Purchaser or to third parties. 9. SEVERABILITY 9.1. If and to the extent that any provision or any part of the provision of the Seller’s standard conditions of sale is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provision or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect. 10. WAIVER 10.1. The waiver by the Seller or any breach of any term hereunder shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach. 11. ASSIGNMENT 11.1. The Purchaser agrees not to assign or transfer this Agreement or any of its rights herein without the prior written consent of the Seller. 13. INTELLECTUAL PROPERTY RIGHTS 12.1. The Seller makes no representations as to whether or not these names infringe or violate any trademark or intellectual property rights. It is the responsibility of the Purchaser to establish any such conflicts prior to purchase. No refunds shall be made regarding such conflicts whether they exist before the sale of the domain or come into existence thereafter. 13. SUITABLE USAGE 13.1. The Seller makes no representations as to whether the domains are suitable for the Purchasers intended usage and it is the responsibility of the Purchaser to check with the domain registry for any conflicts between intended usage and permitted usage. 14 JURISDICTION |
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