Terms & Conditions |
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Definitions
General 2.2 The contract supersedes all prior agreements or contracts between the parties and constitutes the entire agreement between the parties and may not be modified, waived, amended or supplemented except by written agreement between parties. 2.3 A contract will not be deemed to be binding on the company unless the customer's purchase order has been accepted by the company in writing and signed by one of its directors or other authorised signatory. The company may, at its discretion accept any order placed by the customer. The company except in accordance with this clause will not accept the written order. 2.4 No quotation or estimate given by the company shall be deemed to be binding on the parties unless expressed in writing as a 'fixed quotation'. It will be valid only until the date specified in the 'fixed quotation'. In which case it will be open to acceptance by the customer. On receipt of a written acceptance of the fixed quotation by the customer, the goods will be delivered to the customer by a date to be notified by the company.
Price 3.2 A 'fixed quotation' takes into account freight rates, currency exchange rates, import and other duties and taxes of whatsoever kind (other than VAT) deemed by the company applicable at the date of the contract. It may be adjusted in accordance with any changes beyond the control of the company including but not limited to, rates, duties or taxes payable or collectable by the company in obtaining a supply from overseas. If requested, the company will produce proof of all charges and changes to the customer. 3.3 Unless otherwise agreed by the parties in writing, the price does not include installation, operator training, travelling or hotel expenses. If any such services are provided by the company, the customer will pay the company its standard charges for them. 3.4 The customer shall pay the company's delivery charges for the goods unless specific arrangements are made between the parties or where an installation is carried out by the company.
Payment Terms 4.2 Payment in full of the price, together with any additional charges incurred in accordance with these terms and conditions shall become due immediately if the customer becomes unable to pay its debts or they fall due or has a receiver, administrator or administrative receiver appointed over a substantial part of its assets or a resolution is passed for an order made for its winding up (other than for the purposes of insolvent reconstruction), or if any composition or arrangement is entered into with its creditors or it ceases or threatens to cease to carry on business.
Delivery and Acceptance 5.2 The customer has no right to modify, cancel or change the delivery date without prior written consent of the company. 5.3 The company reserves the right to make delivery by instalments. In this event, these terms and conditions apply to each delivery as though it were a separate contract. 5.4 The company reserves the right to choose its own carrier for delivery of the goods to the customer. If the customer collects the goods personally or by a nominated carrier from the company's premises, no delivery charges will be made. Goods will only be delivered to the address on the invoice unless otherwise agreed by the parties in writing at the time of placing the order. 5.5 The company reserves the right to withhold any deliveries if payment following previous transactions is overdue. 5.6 Delivery will be deemed to have been made, when the customer or nominated person accepts and signs for the delivery of the goods. The customer must inform the company within 3 days of delivery if the order is short or damaged in any way. After that time the customer cannot make a claim against the company in respect of any damage or shortage. 5.7 If the company agrees to arrange for delivery of the goods on a specific date, the customer must give verbal and written notice to the company immediately if the goods are not received within 3 days of the expected delivery date. If the customer fails to do so, the delivery will be deemed to have been made and payment will become due, whether or not it has actually been delivered.
Property Risk and Insurance 6.2 The company reserves the right to repossess the goods at any time if 1) Payment is overdue 2) The customer has a receiver, administrator or administrative receiver appointed over part of its assets. 3) A resolution is passed or an order is made for the customers winding up (other than for the purpose of solvent reconstruction). 4) The customer ceases or threatens to cease to carry on business, whether this be at premises of the customer or elsewhere, and without prejudice to the other rights of the company under the contract. The customer will be liable for all transport and other costs and expenses incurred in the recovery of the goods. 6.3 If the customer sells or otherwise disposes of the goods to a third party at any time before the company receives full payment, the customer must hold and keep the proceeds of sale on trust and/or in a fiduciary capacity for the company and the said proceeds of sale must remain the property of the company and held on a separate bank account. 6.4 Where the company supplies the goods to the customer on loan, evaluation, service, loan or hire, then the risk on the goods also passes from the company to the customer on delivery to the customer. In the event of loss, the customer will indemnify the company to the full retail value currently recommended by the manufacturer or distributor and will reimburse the company the full retail value. 6.5 The customer shall keep the goods marked and separately stored at its expense so as to be clearly identified as the company's property. 6.6 The customer must hold at all times suitable insurance cover for the goods loaned or hired from the company with reputable insurers against all insurable risks from no later than the time of their leaving the premises of the company and at the same time shall also insure them for the benefit of the company and the customer and all other persons in any way connected with the goods against all known and insurable risks to persons and property which might in any way arise out of the goods or their use.
Copyright 7.2 The company is free to produce similar goods and sell them to other parties without any restriction.
Force Majeure
Default of Customer 9.2 If the customer fails to take delivery of any part of the goods at the time or place required under the contract, the company has the right 1) To charge the customer reasonable storage charges until delivery is taken and/or 2) at any time to give written notice to the customer requiring them to take delivery of the goods in conformity with the contract. In any event delivery should take place within 28 days from the date the notice being sent. In the event that the customer fails to take delivery within the requested period, the company may terminate the contract, then by sending further written notice to the customer, reclaim from the customer all losses, damages and costs associated with said transaction. 9.3 The company reserves the right to levy reimbursement charges for the engineers time against the responsible party should the installation be cancelled or rescheduled. 9.4 Notwithstanding anything contained in the contract, the contract may be terminated by the company: 1) Immediately on giving notice in writing to the customer if the customer fails to pay any sum which remains unpaid for 14 days after written notice from the company that such a sum has not been paid (such notice to contain a warning of the company's intention to terminate). 2) Immediately on giving notice in writing to the customer if the customer commits any material breach of any term of the contract (other than any failure by the customer to make any payment, in which event the provisions of 9.4.1 shall apply) and, in the case of a breach capable of being remedied, shall have failed within 30 days after the receipt of a request in writing from the company, so to do, to remedy the breach (such request to contain a warning of the company's intention to terminate).; or 3) Immediately on giving notice in writing to the customer if the customer shall have a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bonafide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect if the customer shall or become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease to carry on business.
Preparation & Data Copying 10.2 Unless agreed in writing between the customer and the company the engineer is not responsible for the copying of the end user's data either to or from the goods. 10.3 Should the location not be adequately prepared or should the engineer be required by circumstances arising from the customer or end user to stay longer that the booked time, the company reserves the right to levy its standard charges.
Warranty 11.2 To the best of its knowledge and belief, the company acknowledges that the information contained in its published engineering specifications and manuals is correct; but and warranty, implied or otherwise, that the goods are suitable for the purpose of the customer or may be integrated with other equipment expressly excluded. 11.3 The express terms of the contract are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, cause of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. 11.5 The company has no liability or obligation to replace the goods if any part has been modified or repaired improperly, stored or used, damaged by accident or neglect or maintained other than in accordance with the agreed maintenance agreement.
Maintenance
Liability 13.2 The liability of the company for loss of or damage to any tangible property in respect of each event or series of connected events shall not exceed £1.000.000. (One Million Pounds) 13.3 In no event shall the company be liable to the customer for loss of profits, loss of contracts, loss of revenue, loss of data, loss of goodwill, third party claims or indirect or consequential losses incurred by the customer arising from breach of contract, negligence or however. 13.4 In any event (Including without limitation in the event that any exclusion or other provision contained in this clause shall be held in effective for any reason) and save in respect of loss of damage to tangible property, as referred to in 10b above, the maximum aggregate liability of the company howsoever arising from or in connection with the performance or non-performance of its obligations under the contract (whether for breach of contract, negligence, misrepresentation or otherwise) shall not in any circumstances exceed £1.000.000. (One Million Pounds)
Proprietary rights in Software Products 14.2. The customer acknowledges that it is its sole responsibility to comply with any terms and conditions of license attaching to a third party software supplied and delivered by the company (including, if so required the execution and return of a third party software license). The customer is hereby notified that failure to comply with these terms and conditions could result in the customer being refused a software license or having the same revoked by the proprietary software owner as a result of any breach by the customer of such conditions.
Returns 15.2 Returns must be made subject to the following: 1) Prior authority must be received from the company with an appropriate RMA Number quoted. 2) Within 30 days of the date of the invoice. 3) Subject to stock rotation policy. 4) The goods to be returned must be properly packed and in a saleable condition. 5) The goods must be accompanied by a detailed packing list. 6) The goods are still covered by warranty (section 10) 15.3 The company reserves the right to reject any goods returned which do not comply with the conditions as set out in clause 14a. 15.4 If the company never-the-less agrees to accept any goods returned in a non-saleable condition, the company reserves the right to charge the cost to the customer of bringing the goods to a saleable condition.
Notices
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