1.1. The terms herein contained shall constitute all of the terms of the Contract (unless agreed otherwise in writing by the Seller). 1.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the Order and for supplying any information or specifications relating to the Goods which are necessary to enable the Seller to perform the contract. 1.3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 1.4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance. 1.5 English is the authentic test of the Contract and all notices or other communications under or relating to it shall be in writing in English. Any translations will be for guidance only. 1.6 The Buyer must be a trade customer or organisation. The Seller trades on a business to business basis.
2. PRICE 2.1. The price of the Goods is as stated in the Seller's price list (or quotation) subject to Condition 2.4 below, but up to the date when the Seller receives the Order the Seller reserves the right to alter its quotation or prices without prior notice. 2.2. The price of the Goods is exclusive of packaging and delivery costs (except where otherwise agreed in writing in advance) which must be paid when payment is made for the Goods. 2.3. Prices are exclusive of value added tax which, where applicable, will be charged at the appropriate rate. 2.4. The Seller reserves the right by notice given at any time before delivery to vary the price of the Goods if, after the date when the Seller receives the Order, there is an increase in the cost of the Goods to the Seller by reason of any circumstance outside the control of the Seller or if the Buyer requests that alterations be made to the Goods and the Seller accepts such a request.
3. DELIVERY AND TITLE TO GOODS 3.1. The time for delivery shall not be of the essence and delivery dates are intended as an estimate only. The Seller shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery. 3.2. The Seller shall be deemed to have delivered the Goods when the Goods are collected by the Consignee or Carriers from the Seller's premises or other collection point agreed in writing and sub section (1) of section 32 of the Sale of Goods Act l979 shall not apply. 3.3. The Seller shall be responsible for arranging carriage from the Seller's premises unless otherwise agreed in advance between the parties.3.4. After delivery (including during any period of transit) the Goods shall be at the Buyer's sole risk in respect of all loss or damage arising from any cause whatsoever (including delays caused by the Carrier). 3.5. Title to the goods shall not pass to the Buyer however until payment in full is received by the Seller. 3.6. The Seller will not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor will any such delay or failure entitle the Buyer to refuse to accept any delivery or performance of or repudiate the contract and sub section (2) of section 32 of the Sale of Goods Act l979 shall not apply. 3.7. The Buyer shall be responsible for complying with any legislation or regulations governing exportation from the UK and importation of the Goods to any onward destination and for the payment of any duties thereon. 3.8. The Buyer shall be responsible for insurance and carriage of Goods from the point of delivery by the Seller to the Carriers, and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 unless otherwise agreed.
4. PAYMENT 4.1. Payment of all amounts due to the Seller shall be made in accordance with the instructions and terms set out on the suppliers invoice by cash transfer to the Seller's nominated bank account. 4.2. The Seller may at its discretion charge interest at the rate prescribed by the Late Payments Act and any amendments there to, compounded monthly, on any sum not paid on the due date. 4.3. The Buyer shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set off against the Seller.
5. WARRANTIES 5.1. The Seller agrees to make good any replacements or repair defects which arise solely through faulty materials or workmanship within the Applicable Warranty Period from receipt by the Consignee provided that the Seller is immediately notified in writing of the defect and the Goods are returned to the Seller at the Buyer’s cost. 5.2. The warranty contained in this Condition is specifically limited to the Buyer and no warranty is made to any other person, whether subsequent buyer or user, or to any bailee, licensee, assignee, employee, agent or otherwise. 5.3 If the Goods incorporate goods or services provided by a third party, the obligations of the Seller in respect of such goods or services shall not exceed the warranty obligations of such third party to the Seller nor exceed any time limit upon those obligations. 5.4 The Applicable Warranty Period for any Goods repaired or replaced or any corrective services pursuant to the initial warranty shall be the remaining period, if any, of such initial warranty period.
6. CLAIMS 6.1. The amount of any damages recoverable by the Buyer from the Seller for breach of contract or negligence shall be limited to the invoice price of the Goods where permitted by law. 6.2. The Seller shall not be liable for any Goods that have not been delivered or have been delivered damaged or are not of the correct quality or quantity unless the Buyer gives written notice to the Seller as soon as possible and in any case within 7 days of receipt of the Goods by the Consignee specifying with reasonable detail the reason for complaint. 6.3. The Buyer must afford the Seller reasonable opportunity and facilities to investigate any claims made by the Buyer and if requested the defective Goods shall be returned (unless otherwise agreed) carriage paid at the Buyer's risk to the Seller's premises (and section 36 of the Sale of Goods Act 1979 shall not apply). 6.4. No claim will be met by the Seller if, in the opinion of the Seller: the defect is due to the Buyer supplying the Seller with incorrect information or specifications; the defect is not due solely to defective materials or manufacture; the Goods have been misused or subjected to neglect, incorrect installation, carelessness or abnormal conditions or involved in any fire, accident or attempt at repair, replacement or modification or dealt with contrary to any directions issued by the Seller; or the terms of payment set out in these Conditions have not been complied with. 6.5. All material or Goods of or provided by or on behalf of the Buyer in the possession of the Seller or otherwise shall be held, worked on and carried at the Buyer’s risk in every respect. The Buyer shall insure accordingly.
7. LIABILITY 7.1. Except to the extent specifically provided for in these Conditions, the Seller shall not be liable whether in contract, tort (including negligence) or otherwise for any loss, damage or injury arising from any defect in, failure in, or unsuitability for any purpose of, the Goods. 7.2. The Seller shall not in any event be liable for any indirect or consequential loss (including but not limited to indirect loss, or, whether direct or indirect, loss of profits, loss or damage to goodwill or reputation, loss of revenue, loss of business, loss of data and loss of business opportunity arising from or related to this Contract howsoever caused, or any punitive indirect or exemplary damage) whatever and however caused. 7.3. Nothing in these Conditions shall exclude or restrict any liability for death or personal injury resulting from the Seller's negligence, as that expression is defined in section l of the Unfair Contract Terms Act l977. 7.4. The Buyer shall not rely upon any representation concerning the Goods unless made by the Seller in writing in the Contract save that nothing in the Contract shall exclude liability for fraudulent misrepresentation.
8. INTELLECTUAL PROPERTY 8.1. The Buyer shall acquire no intellectual property rights in the Goods. 8.2. The Buyer shall not remove or tamper in any way with or add to any trade mark or trade name upon the Goods or represent that the Goods were manufactured by any person other than the manufacturer. 8.3. The Buyer acknowledges that all specifications, designs, programs or other material including know-how, plans, drawings and price lists issued by or on behalf of the Seller are confidential and agrees not to use them or any other confidential information of the Seller for any purpose (other than the purpose for which the information was disclosed) nor reproduce it in any form nor disclose it to third parties. The Buyer shall not seek to abstract from the Goods any confidential information regarding their design, construction or otherwise (and without limiting the foregoing shall not decompile any software comprised in the Goods) and all rights subsisting in such material are reserved. 8.4 The Buyer shall obtain similar undertakings as those set out in sub-clause 8.1 from its customers and indemnify the Seller against any liability in relation to any failure to do so. The Buyer shall upon request sign and / or require its customers to sign the Seller’s form of non-exclusive licence to use programs necessary to operate the Goods; all obligations of the Seller under any contract are conditional upon execution of such agreement and compliance with its terms. 8.5. If the Goods have been manufactured in accordance with any design or specification provided or made by the Buyer the Buyer will indemnify the Seller from and against all claims, costs, expenses and liability of any nature in connection with them including any claim whether actual or alleged that the design or specification infringes any patents, trademarks, service marks or other rights of any third party. 8.6. The Seller gives no warranty and makes no representation that any sale or use by the Buyer of the Goods will not infringe any intellectual property right of any third party.
9. CANCELLATION 9.1. The Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer whatsoever, and if at that time any of the Goods have been delivered but not paid for the price for those Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if: 9.1.1. the Buyer, being an individual, commits an act of bankruptcy, makes a proposal to his creditors for a composition or does anything which would entitle a petition for a bankruptcy order to be made; or 9.1.2. the Buyer, being a company, makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation; or 9.1.3. an encumbrance takes possession, or a receiver is appointed, over any of the property or assets of the Buyer; or 9.1.4. the Buyer ceases, or threatens to cease, to carry on business; or 9.1.5. the Buyer fails to make any payment due to the Seller; or 9.1.6. the Buyer defaults in his obligations under this contract; or 9.1.7. the Buyer’s credit references are not satisfactory to the Seller; or 9.1.8. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer. 9.2. The Buyer may only vary or cancel the Contract with the Seller’s written consent and upon such terms as the Seller may specify.
10. THIRD PARTY RIGHTS 10.1. The parties do not intend that any term of these Conditions shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
11. FORCE MAJEURE 11.1. The Contract is subject to cancellation by the Seller or to such variation as it may find necessary by reason of inability to secure labour, materials, transport or supplies or by reason of strike, lockout, trade dispute, power failure, breakdown in machinery, weather conditions, hostilities, legislation, act of God or any cause whatsoever beyond the control of the Seller. If the Seller so cancels the contract, the Buyer shall pay for any Goods made (or partly made) under the contract, whether or not they have been delivered.
12. USE OF GOODS & SAFETY 12.1. The Buyer shall procure that the Goods (including any goods the subject of services) are used only for the purposes and in the manner for which they were designed and supplied; that all person likely to use or come into contact with the Goods receive appropriate training and copies of applicable literature supplied by the Seller; that all third parties who use or maybe affected by or rely upon the Goods are given full and clear warning of any hazards (both patent and latent) associated with them or limitations of their effectiveness and that safe working practices are adopted and complied with. Any warning notices displayed on the Goods must not be removed or obscured; the Buyer shall procure that any third party to whom the Goods are supplied agrees not to remove or obscure such warning notices and shall take such steps as are reasonable to enforce such agreement; 12.2. The Buyer shall promptly comply with any safety recommendation made to it in respect of the Goods (including recall of them) and shall procure compliance by all relevant persons and shall pay the Seller's reasonable charges for additional or replacement parts (including installation costs) supplied by the Seller for this purpose; 12.3. The Buyer shall maintain and make available to the Seller all records necessary to enable Goods to be traced to their ultimate buyer or user; 12.4. The Buyer shall indemnify the Seller against any liability in relation to any breach of the Buyer's obligations under 12.1-12.3
13. GOVERNING LAW 13.1. These Conditions and all Contracts shall be governed and construed in accordance with English law and the Buyer irrevocably submits to exclusive jurisdiction of the Courts of England without prejudice to which the Seller may apply for any provisional or conservatory measures or interim relief in any court having jurisdiction in the Buyer's country or the country where the Goods are then located.
14. MARKETING & KEEPING IN TOUCH 14.1 It is important that the Seller provides the Buyer with regular marketing information by telephone, post and email in order to keep the Buyer informed about new products, offers, events, and changes to product specifications. If at any time the Buyer feels that the level of contact is excessive or unwanted they should notify the Seller in writing.