Unless otherwise stated in writing the following conditions shall apply:
- Quotation and Acceptance
- Quotations are valid for twenty eight (28) days and represent no obligation until the Seller accepts the Purchaser’s order.
- The Purchaser’s order must be in writing and contain sufficient information to enable the Seller to proceed.
- Any order sent to the Seller shall be accepted entirely at the Seller’s discretion and, if so accepted, will only be accepted on these conditions [and by means of an order acknowledgement form].
- Price and Delivery
- Prices do not include VAT.
- Unless otherwise stated delivery is ex-works. Carriage will be arranged on the request and at the expense of the Purchaser.
- The delivery period quoted will commence from the Seller’s acceptance of the Purchaser’s order. While the Seller will take reasonable steps to deliver the goods within the delivery period, the Seller accepts no responsibility for any failure to do so.
- The Seller reserves the right to deliver in more than one shipment.
- Title and Risks
- Ownership remains that of the Seller until complete settlement of the account whereupon ownership passes to the Purchaser. All risks pass to the Purchaser when each shipment is collected, whether by the Purchaser or a Carrier, from the Seller’s premises.
- Where carriage has been arranged or where delivery is other than ex-works the Purchaser shall immediately notify the Seller and the Carrier of any loss or damage in transit.
- All accounts are payable not later than 30 days after the date of invoice unless otherwise specifically agreed in writing. The Seller reserves the right to charge interest at 2% per month on any sum still outstanding after the due date for payment. Payment shall not be withheld in respect of any financial claims made by the Purchaser and not accepted by the Seller.
- The Seller reserves the right to suspend deliveries where payment is not received.
- No cash or other discount will be allowed.
- In the event that a product is no longer available after an order has been accepted, the Seller reserves the right to make design changes or to substitute a product with another product. However, the Seller will not lower the design performance of the goods nor increase the price without prior approval of the Purchaser.
- Subject to clause 6 (d) below, the Seller makes every effort to ensure the accuracy of technical data or literature relating to the goods, but the Seller will not be liable for any loss or damage of any nature arising from any errors or omissions in such technical data.
- The Seller guarantees at its discretion to refund the price of goods or to repair, or to replace free of charge, any of the goods found to its satisfaction to be defective within three months of the date of delivery owing to Seller’s faulty design materials or workmanship, provided that the goods have been operated and maintained with the Seller’s recommendations for use and have not been modified or repaired other than by the Seller. Where the Seller has manufactured the goods to a design of the Purchaser no liability is accepted by the Seller for design errors which remain the responsibility of the Purchaser. In the case of goods not manufactured by the Seller its liability shall in no circumstances extend beyond the liability to the Seller of the manufacturer of such goods.
- Goods returned under this guarantee shall be delivered to the Seller’s premises at the Purchaser’s expense. Goods returned under the guarantee and found not to be defective will be returned to the Purchaser at his expense and subject to a charge of £100.00 per hour plus VAT for the time taken testing the goods.
- The Seller’s obligation herein to refund repair or replace the goods is the sole liability of the Seller. All other warranties, conditions and statements express or implied, statutory or otherwise are excluded. Subject to clause 6 (d) below, the Seller shall be under no liability in contract tort (including negligence or breach of statutory duty) or otherwise for any loss, damage, costs or expenses of any nature whatsoever or for any loss of profits, business contacts, revenues, anticipated savings or for any special indirect or consequential damage of any nature whatsoever.
- Nothing in these conditions shall be construed to mean that the Seller is excluding or limiting its liability for death or personal injury caused by reason of negligence of the Seller.
- Force Majeure
- The Seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract due to causes such as acts of God, fire, flood, war and civil disturbance or riot, acts of Government, currency restriction, labour disputes, unavailability of materials, failure of supplier or sub-contractor to deliver on time, and every other circumstances outside the reasonable control of the Seller.
- Price Variation
- The Seller reserves the right to increase prices due to increase of costs including those relating to exchange rates, labour, materials and transport and taxes, ruling at the date of invoice.
- When delivery is delayed for reasons not attributable to the Seller, storage or other additional costs will be charged to the Purchaser and the goods will be at the Purchaser’s risk. The Seller reserves the right to invoice the goods at the original delivery date which shall be the date of commencement of warranty.
- Intellectual Property Rights
- The sale of goods and the publication of any information or technical data relating thereto may incorporate products which are the subject of third party intellectual property rights and the Seller gives no warranty that the use of the goods by the Purchaser will not constitute an infringement of third party intellectual property rights
- All intellectual property rights, whether owned by the Seller or a third party, in the goods, shall remain with the Seller or third party and nothing in these terms shall be construed as transferring or permitting the transfer of any intellectual property rights to the Purchaser.
- The Purchaser shall indemnify the Seller and its suppliers against all royalties, actions, claims, costs and expenses and other payments in respect of any patents, registered designs or other rights which may be claimed as a result of goods being made according to designs or specifications supplied by the Purchaser. The Purchaser shall indemnify the Seller and its suppliers against all actions, claims expenses and costs in connection with any infringement or alleged infringement or any patent or registered design or other right in the manufacture, use or sale of such goods. The Purchaser shall defend or assist in the defence at its own expense any proceedings which may be brought in this connection.
- Tools made for the manufacture of goods to be supplied under the contract remain the Seller’s property notwithstanding that the Purchaser may have been debited with any sum in respect of their cost.
- The colour of any plastic mouldings delivered by the Seller shall be subject to reasonable variation.
- Origin of Goods
- The Supplier makes no representation and gives no warranty in respect of the source or origin of manufacture or production of the goods or any part thereof.
- The Seller will supply one invoice for each consignment of goods notwithstanding that the consignment may comprise more than one package.
- Order Amendment or Cancellation
- The Purchaser will pay any charge made by the Seller for costs and liabilities incurred by the Seller as a result of any amendment or cancellation of an order or schedule or part thereof.
- Treatment of Waste Electrical and Electronic Equipment within the UK.
- The B2B end user is responsible for all liabilities regarding the environmentally sound disposal of this EEE when it becomes WEEE.
- The producer has paid no charge to its PCS (Producer Compliance Scheme) for its eventual recovery. However, the PCS’s disposal contractor is able to provide a cost effective and environmentally sound disposal of all 13 categories of WEEE.
- The producer runs a take back service with for WEEE providing that the B2B end user arranges and funds the carriage of the WEEE to the producers designated point, as issued from time to time.
- For disposal please contract 01457 861431 or firstname.lastname@example.org for a free no obligation quote for the removal of WEEE items from a B2B end user.
- The quotation and any contract that shall result there from shall be governed in all respects by the laws of England and the Purchaser submits to the non-exclusive jurisdiction of the English Courts.
As for UK Sales except for the following:
Clause 2: Price and Delivery Delete and substitute:
- Delivery and carriage terms are as stated in the quotation or as subsequently amended by Seller’s acceptance of the Purchaser’s order.
- Unless otherwise stated, all goods will be packed to the Seller’s normal specification in non-returnable packing.
- This contract shall be subject to the procurement by the Purchaser at his own expense of any import licence required for the import of the goods into the country to which the goods are to be despatched from the UK, and to the procurement by the Seller at the Seller’s expense of any Export licence required for the export of the goods from the UK provided that where the order is placed from an address in the UK the Purchaser shall be responsible for the procurement at his expense of the aforesaid Export licence.
Clause 3: Delete (b) and substitute:
(b) Risk in the goods shall be in accordance with the delivery and carriage terms.
- The Purchaser shall immediately notify the Seller and the Carrier of any loss or damage in transit.
Clause 4: Payment Delete and substitute:
- Unless otherwise agreed, all payments shall be made through an irrevocable Letter of Credit confirmed by a London Clearing Bank to be established in favour of the Seller and having an initial validity equal to full delivery period plus one month. This Letter of Credit shall permit part shipment and provide for the release of 100% of the value of each shipment.
- Unless otherwise stated, no cash or other discount will be allowed.
Clause 15: Documents Delete and substitute:
- The Seller will supply one invoice with copies as required for each consignment of goods notwithstanding that the consignment may comprise more than one package.