5. Delivery of Software Services

5.1 The period for delivery of Software Services shall be the period within which the Software are intended to be despatched from the Company's Premises and shall be calculated from the time of the receipt by the Company of the Client's order or payment or from the receipt of all necessary information to enable the Company to develop or procure the Software whichever shall be the later and the Client shall take delivery of the Software within that period.

5.2 All times or dates given for delivery of the Software are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company's control.

5.3 Where the Software is 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 the Company and not the Client for the purposes of Sections 44, 45 and 46 of the Sale of Goods Act 1979.

5.4 Section 32(3) of the Sale of Goods Act 1979 shall not apply to Software sent by the Company.

5.5 No liability for non-delivery, loss of or damage to the Software occurring prior to delivery or for any claim that the Software is not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Client to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company's own vehicles have not been used to deliver the Software):

5.5.1 Within two days of delivery for loss, damage or non-compliance with the Contract; or

5.5.2 For non-delivery, within ten days of the date of the invoice.

5.6 In the event of a valid claim for non-delivery, loss, damage or non-compliance with the Contract, the Company undertakes at its option either to re-supply or replace the Software 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.

5.7 If the Client shall fail to give notice in accordance with Condition 5.5 of this clause the Software shall be deemed to be in all respects in accordance with the Contract and the Client shall be bound to accept and pay for the same accordingly.

5.8 If for any reason the Client is unable to accept delivery of the Software at the time when the Software is due and ready for delivery the Company may at its sole discretion without prejudice to its further rights store the Software 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.

5.9 The Company 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.

5.10 Unless otherwise stated prices are exclusive of carriage and insurance to the Client's premises and delivery shall take place at the Company's Premises.