Terms and Conditions
UK Terms & Conditions of Sale/Trading
These Conditions of Sale shall override any terms or conditions sought to be incorporated by the Buyer in the contract. In the event of the Buyer’s terms and conditions containing clauses that are inconsistent with or which purport to exclude the Seller’s Conditions in any manner, such clauses shall be of no effect and the Seller’s Conditions of Sale shall prevail. Software is licensed to the Buyer for use with the Goods only.
a) Written quotations do not constitute an offer and are subject to confirmation upon acceptance of order.
b) Unless otherwise agreed in writing quotations can only remain open for a period of 30 days from the date of quotation. Hereafter the quotation shall be subject to change at the discretion of the Seller. Verbal and budgetary prices shall not be deemed as firm or fixed.
Once an order has been accepted and acknowledged, the price agreed shall remain fixed for the duration of the contract. All prices are quoted strictly net for delivery ex-works unless otherwise stated in writing. Please note all transaction are in GBP Sterling.
The Seller reserves the right to subcontract the fulfillment of the order or contract or any part thereof including installation.
Payment terms shall be as stated on the quotation and are a fixed condition of the contract. The seller reserves the right to suspend performance of or to cancel any contractual obligation to the Buyer so long as or when any account of the Buyer with the Seller is overdue. The time within which the Buyer is to pay for the goods shall be of the essence of this contract. Where stage payments are due prior to delivery, the Buyer is welcome to inspect the goods to verify its progress before acceptance. However, delays by the Buyer of such an inspection shall not delay any payment that is due. Any delay in delivery caused by the Buyer shall not delay any payment that is due. In addition to the foregoing, the Seller reserves the right to charge 3% account charges per 30-day period on all amounts remaining unpaid.
6. INSOLVENCY OF THE BUYER
If the Buyer commits an act of bankruptcy or becomes insolvent or makes any composition or arrangement with his or its creditors or being a limited company is placed in liquidation or suffers a receiver to be appointed the Seller may without liability or notice and without prejudice to its other rights determine any contract with the Buyer who shall bear any loss resulting from a resale of the Goods comprised therein. In respect of all debts from the Buyer under this or any other contract, the Seller shall be entitled to a general lien on all goods and property and apply the proceeds towards such debts as it deems fit.
7. DELIVERY AND INSTALLATION
Time or dates for dispatch and or delivery shall not be of the essence of the contract and the Seller shall not be liable for any loss or damage whatsoever arising from delay in completion of or the delivery of the Goods howsoever caused and the Buyer shall not be entitled to cancel any order or refuse to accept delivery in the event of such a delay. The full delivery address shall be stated at the time of order. Any additional cost incurred by the Seller in delivering the Goods to a different address than the one quoted shall be borne by the Buyer. The Seller will acknowledge the due date for delivery in writing after receipt of an official order from the Buyer. If the Buyer cannot accept delivery on the due date for delivery, the Seller reserves the right to charge storage charges based on the size and complexity of the Goods and the duration of time held by the Seller. Where the contract price provides for installation, it is the responsibility of the Buyer to off-load and position the equipment on-site when delivered unless agreed otherwise in writing. All power supplies and services to the Goods are the responsibility of the Buyer.
The delivery will be by courier 3-4 weeks from the Order date for the main items, spare parts ordered will be delivered in 7-10days by UPS.
Delivery to mainland UK and some European countries please contact to confirm details.
Where included in the contract, commissioning of the Goods will take place immediately following installation, unless agreed otherwise in writing and subject to reasonable notice. Any delays in commissioning caused by the Buyer shall not delay payment to the Seller of any outstanding account.
9. PASSING OF RISK AND TITLE
The risk in the Goods shall pass completely to the Buyer at the point of delivery, but subject always to Clause 9 hereof. Notwithstanding the passing of risk, the property in the goods shall remain in the Seller until the Buyer has paid all moneys owed by it to the Seller under this or any other contract. If any goods are processed into, incorporated in, used as materials for, or mixed with any other goods or materials prior to such payment the property, but not the risk, in whole of such other goods or materials shall pass to the Seller at the moment of such processing, incorporation, use of admixture and shall remain with the Seller until payment of all such moneys as are specified above. Until such payment is made the Buyer shall posses all goods and materials the property in which is vested in the Seller by virtue of this clause on a fiduciary basis only and if so required by the Seller, the Buyer shall store such goods and materials at no cost to the Seller, in such a way that they are clearly the property of the Seller, and in such a way as to constitute the Buyer the bailee of the goods. If any payment is overdue the Seller may (without prejudice to any of its other rights and remedies) recover and resell any or all of such goods or materials and may enter upon the Buyers premises for that purpose.
10. RISK AND DAMAGE IN TRANSIT
From the time of dispatch of the goods from the Seller until delivery to the Buyer the risk of any loss or damage to or if the Seller undertakes delivery of the goods it shall not be liable:
(a) For any loss damage deviation delay or detention of the goods in the course of transit, or for mis-delivery or short delivery unless the Buyer gives to the Seller and to the carrier written notice of the Buyer’s complaint so that such notice is received by the Seller and by the carrier within 3 days of receipt of the goods
b) For non-delivery or non-arrival of the whole of any consignment of the goods or of any separate package unless the Buyer shall give to the Seller and to the carrier a written notice thereof within 14 days of the date of receipt of notification of dispatch of the goods.
For the purpose of this clause notification by facsimile shall be deemed to be notice in writing.
11. BUYERS PROPERTY
All Buyers property (including materials) received by the Seller whether for incorporation in the Goods or otherwise shall be held at the Buyers risk as regard loss or damage howsoever arising.
12. DEFECTIVE GOODS
The Buyer shall inspect all goods supplied by the Seller immediately on delivery and shall within seven days from inspection give notice to the Seller of any reason whereby he alleges that the goods are not in accordance with the contract. If the Buyer shall fail to give such notice, the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly. The Seller will replace at the place of delivery or at its sole and absolute discretion refund the invoiced value of any goods which are proved within seven days of delivery to be not in accordance with the express terms of the contract but defects in quality quantity or dimensions of any goods supplied shall not under any circumstances be grounds for the cancellation, termination or repudiation of the contract by the Buyer or for the claim of damages. Any testing or inspection of the goods by the Buyer must take place before the goods are utilised in any way and any such use will be deemed to be acceptance of the goods by the Buyer. Replacement of the goods or the refund of the invoiced value of the goods as above shall constitute the limit of the Seller liability in respect thereof. The Seller shall not be responsible for the loss of profits or damage or injury of any kind whatsoever to any property or persons or animals whether of the Buyer or of any third party caused by or arising from or attributable whether directly or indirectly to the erection or the use of the goods supplied and whether or not occasioned by reason of the negligence of the Seller its servants or agents.
The Buyer shall ensure that goods returned for credit are returned at no cost to the Seller packed to prevent damage in transit and protected to prevent deterioration.
13. 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 this contract due to any cause whatsoever nature outside the reasonable control of the seller including but not limited to civil commotion's, strikes, lockouts, war, fire, accidents, epidemics, force majeure and causes arising from the acts or omissions of the Buyer.
14. VARIATION OF TERMS
Subject to the foregoing any variation of the terms and conditions of any contract shall become binding only if confirmed in writing by the Seller and Buyer.
15. APPLICABLE LAW
These conditions of Sale shall be in all respects construed and governed in accordance with English Law and shall in all disputes arising there from shall be submitted to arbitration in England or Wales and the Buyer hereby submits to the jurisdiction of the English Court.
The Seller will only agree to cancellation on condition that the Buyer will reimburse all costs and expenses incurred by the Seller up to the time of cancellation, and all loss of profits and other loss or damage resulting to the Seller by reason of cancellation to the Seller forthwith.