Terms and Conditions of Sale
1. General
The present terms and conditions herein shall apply unless otherwise stated in a written agreement, to both export sales and sales in the United Kingdom made by our Company hereinafter called the “Seller”, notwithstanding any terms or conditions on Buyer’s order.
2. Contract of Sale
2.1 The Seller is bound by the terms expressly written in his quotation and in the acknowledgement of order. Subject to condition 2.2 below, the contract shall become binding on the parties upon written acceptance of the Buyer’s order by the Seller in the form of an acknowledgement of order.
2.2 The Sellers acceptance of the buyers order shall be subject to the following conditions (where applicable). Payment by the Buyer of all invoices from the Seller whether rendered before or after such acceptance.
3. Price
The price is ex-works excluding all taxes. Prices are quoted exclusive of transportation, insurance, taxes and packaging, which will be invoiced separately. Prices are based on current economic and financial conditions at the date of quotation.
4. Delivery
4.1 The delivery time given will take effect as from the date of the acknowledgement of the order as defined in paragraph 2. In the event that any of the conditions mentioned in Condition 2.2 above are not satisfied or waived, the delivery time will start from the date that these conditions are satisfied.
4.2 The delivery time quoted by the Seller is an estimate only. Unless an express stipulation to the contrary is made by the Seller, failure to deliver within the time quoted shall entail neither cancellation of the order or compensation.
4.3 The Buyer agrees to accept and pay for partial deliveries should the Seller be unable to deliver the order complete.
4.4 The Seller may, on request, arrange for Products to be transported to the Buyer’s premises by a carrier appointed by the Buyer, or in the absence of such an appointment, chosen by the Seller. The Buyer shall bear the costs of such transportation, and the carrier shall be deemed to be the agent of the Buyer in accepting delivery at the Sellers premises. Risk in respect of the products shall pass to the Buyer on delivery to the Buyer or the carrier at the Sellers premises.
5. Force Majeure
Any event of force majeure shall have the effect of suspending performance of the Seller’s obligations until such event has ceased. For the purpose of these conditions of Sale, force majeure is defined as any event, foreseeable or not, the effects of which could not be reasonably prevented by the Seller and which are of such a nature as to prevent the performance of its obligations. The following events, among others, are examples of force majeure: fire, flood, stoppage, or delay of transportation, failure of supplier or subcontractor, strikes of any nature, unforeseen failure of manufacturing equipment.
6. Transport insurance
Carriage of the products shall be at the Buyer’s risk. It is for the Buyer to check them on arrival and if necessary to notify any damage to the carriers. On receipt of special instructions from the Buyer, carriage may be insured by the Seller, who will then correspondingly invoice the Buyer for additional insurance costs.
7. Conditions of Acceptance of Deliveries by the Buyer
The specification of the Products shall be defined as those published in the most recent version of the Seller’s specifications, unless different characteristics are expressly agreed between the Seller and the Buyer.
8. Conditions of Payment
Payment shall be made to the Seller for Products within 30 days from the date of invoicing in accordance with the conditions laid down by the Seller in the quotation or at the time of acknowledgement of the order. Nothing in condition 9 shall prevent the Seller from suing for the price when due. Invoicing shall be made once the products ordered have been delivered. Failure to pay an invoice shall permit the Seller, without prejudice to any other rights he may have, to suspend any delivery whatever the conditions of the relevant order, until full payment and to cancel any discount which may have been granted to the Buyer on the said invoice as well as to charge interest on a daily basis at a rate of 4% above the base rate from time to time of Barclays Bank plc as of right and without prior notice from the date of the invoice.
9. Reservation of Title
Notwithstanding delivery of the Products, the Seller shall retain legal and equitable title to the Products until payment has been received in respect of all sums due under this contract or any other contract. Until then, the Buyer is a mere bailee and must comply with all instructions from the Seller relating to the Products and must label the products as the Sellers. The Seller may be able to trace the proceeds of re-sale and any insurance proceeds received in respect of the Products by the Buyer.
10. Warranty
The Seller operates as a distributor and supplier of goods and services. For parts of products purchased by the Buyer the Seller warranties are exclusively those offered by the Sellers suppliers. The conditions of warranty (if any) vary according to the nature and destination of the Products and are indicated. In order to benefit from any warranty, the Buyer must advise the Seller in writing, without delay and according to the Sellers instructions, of any and all defects. This claim can not be cleared except after technical examination at the factory of the alleged defective products. If, on arrival at the premises of the Seller, the product presents defects not indicated by the Buyer to the Seller in the advise of defects, these will be deemed to have come about during transportation and the warranty will not apply. The warranty is limited to the Products themselves and can only result at the choice of the Seller, in the repair or replacement, at the costs of the Seller, of those Products rendered inoperative due to faults which became apparent during proper operation, and to deliver to the Buyer carriage and insurance paid, repaired or replace products to the exclusion of any other form of compensation. Alternatively, the Seller may, at its option issue a credit note to the Buyer for all or part of the value of the defective Product(s), to be offset against future sales to the Buyer. It specifically does not apply in the case of neglect, misuse, improper installation, use not in accordance with the instructions of the Seller or normal practice, repairs or modifications made by the Buyer, normal wear and tear. The Sellers aggregate liability under this Condition 10 shall not, under any circumstances, exceed the payment (if any) received by the Seller for the Product which is the subject of the claim.
11. Returns
All Products are sold to the Buyer with the benefit of the manufacturer’s warranty (where applicable). The Seller will accept returns of faulty/ defective Products notified within 3 months of delivery, where no maintenance agreement is in place and subject to condition 10. The Buyer will arrange for the return of the goods, which must be returned in their original packaging together with all accessories and manuals. If the Buyer returns goods please ensure that all data has been backed up. The Seller will not be responsible for any data that is lost.
12. Limitation of Liability
Except as specified in Condition 10 and to the extent permitted by law, all warranties conditions or representations express or implied, statutory or otherwise are herby excluded, and the Seller shall not be liable for any loss, damage or injury of whatever kind, consequential or otherwise, arising out of or in connection with the installation use or failure of the Products or any defects or deficiencies therein and whether or not due to the acts or omissions, negligent or otherwise of the Seller, its servants or independent contractors.
13. Intellectual Property Rights
The copyright and all other intellectual property rights and other rights of whatsoever nature (whether registered or unregistered) in the Programs, the Sellers Services and Trademarks are and shall remain the property of the Seller. No rights in or title to the programs, and/or the Sellers Services and Trademarks will pass to the Buyer at anytime and the Buyer shall have no rights or interest in or to the Programs, the Sellers Services and Trademarks save as expressly set out in written agreement between the parties
14. Assignments
The Buyer shall not assign any rights under this contract without the written consent of the Seller and any purported assignment in breach of this condition shall be void.
15. Jurisdiction and Governing Law
The contract shall be governed in all respects by English law, and the parties submit to the non-exclusive jurisdiction of the English Courts.
16. Immaterial Changes
The Seller hereby reserves the right to make without notice such minor modifications in specifications, designs or materials as it may deem necessary or desirable by experience, provided the same change the product ordered or its performance.
17. Partial Invalidity
If any term or provision of this agreement or the application thereof to any circumstances be invalid or unenforceable, the remainder of this agreement, or the application thereof to any circumstances other than those to which is invalid or unenforceable, shall not be effected thereby and each terms and provision of this agreement shall be valid and enforced to the fullest extent permitted by law.
