UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 1. General 1.1 Unless otherwise stated or varied in writing by a duly authorised person on behalf of the Seller the following Terms and Conditions shall apply to all Contracts for the sale and purchase of Goods. In the event of difference between these Conditions and those of the Buyer these Conditions shall prevail over any Terms and Conditions in the Buyer s order or other document issued by the Buyer except where specifically agreed to by the Seller in writing. 1.2 The Seller s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. (This provision will not apply in the case of fraud). 1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or 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 In these Terms: Buyer means the person who accepts the Seller s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller; Goods means the goods (including, but not limited to equipment and including any installment of the Goods or any parts for them) which the Seller is to supply pursuant to these Terms; Seller means UK Limited (Co. No. 02523629) Contract means the contract for the sale and purchase of Goods; Specification means the Seller s standard specification for the relevant Goods, from time to time applicable; Terms means the standard terms and conditions of sale, set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller; Writing / Written includes facsimile transmission and comparable means of communication, but not electronic mail. 2. Quotations Quotations are valid for thirty (30) days and no binding contract shall be deemed to have been effected until the order arising out of the quotation has been confirmed in writing by the Seller s acknowledgement and acceptance of order.
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 3. Prices 3.1 The prices quoted exclude VAT, carriage and release documentation (unless otherwise stated). 3.2 Value Added Tax will be added to the invoice at the rate appropriate at the time of invoice: costs for carriage and release documentation will also be included. 3.3 Where currency exchange is necessary, the invoice will be calculated by reference to the rate of exchange on the date of payment of the invoice. Where payment is not made within the stipulated time the Seller reserves the right to calculate the final invoice value at the rate obtained when payment was made to the Seller s supplier. Any interest payment to be met by the Buyer caused by late payment will be calculated in Sterling and added to the final invoice. The Financial Times spot Rate shall be applied for currency conversions. 4. Delivery 4.1 Packing of the goods will be to the Seller s normal specification in the non refundable packaging. 4.2 Quoted delivery periods commence from the Seller s acknowledgement of the Buyer s order. The Seller shall take reasonable steps to deliver the goods within the said period. No liability shall arise by his failure to do so. 4.3 The right to deliver the goods in more than one consignment is hereby reserved. In the event of such delivery each consignment may be invoiced separately. 4.4 Where appropriate the Buyer shall at his own expense ensure that the site for delivery or installation of the goods or equipment is ready to receive the goods or equipment not later than five working days before the estimated date of delivery and the Buyer shall ensure that all necessary installation facilities are provided. 4.5 Where carriage is arranged by the Seller it will be at the cost and expense of the Buyer. 5. Payment 5.1 Payment for the Goods shall be made in sterling or Euros, as agreed by the parties in advance upon receipt of an invoice or otherwise in accordance with the terms stipulated upon the invoice. 5.2 The Buyer shall not be entitled to make any set off or deduction or withhold payment as a result of any claim that it may have against the Seller.
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 5.3 The Seller reserves the right to charge interest at the rate of 4% over the base lending rate from time to time of Bank of England from time to time on sums outstanding after the stipulated date and for the avoidance of doubt time shall be of the essence in respect of the payment conditions. 5.4 The Seller may at any time review, alter or withdraw credit terms (if any) provided to the Buyer and require C.O.D. or C.W.O. 5.5 Should default be made by the Buyer in paying any sum due under any order as and when it becomes due the Seller shall have the right to suspend further deliveries until the default be made good or to cancel the order so far as any Goods remain to be delivered thereunder. 5.6 If for any reason the Buyer fails to pay any sum owing to the Seller on the due date for payment then the Seller shall if such amount or amounts are still unpaid at the expiry of 60 day s notice to the Buyer be entitled without further notice to sell all or any of the Goods or the equipment in its possession and to apply the proceeds of sale in or towards satisfaction of all such sums of money together with all costs and expenses including storage legal and professional costs and fees incurred in effecting the sale. Any such sale or re-sale by the Seller may be upon such conditions and as such prices as the Seller shall consider reasonable and the Buyer shall pay to the Seller on demand any shortfall between the amount realised by such sales and amounts due to the Seller as aforesaid. The Seller shall account to the Buyer for excess within a reasonable time. 6. Risk From the time of despatch from the Seller s premises the Goods shall be at the Buyer s risk save where carriage has been arranged by the Seller. Where carriage has been arranged by the Seller the Buyer must notify the Seller within 3 working days of receipt of the goods of any damage in transit and provide such information as is requested by the Seller to enable the Seller to comply with the carrier s conditions. Otherwise any claims are liable to be repudiated. 7. Acceptance The Buyer shall inspect the goods within 7 days of delivery notify the Seller in writing by fax and post of any defects. If the Buyer fails 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 pay for the same accordingly. 8. Retention of Title 8.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 agreed to be sold by the Seller to the Buyer for which payment is then due. 8.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, property and separately stored, protected and insured. 8.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 8.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 8.5 The Buyer s right to possession of the Goods shall cease if he, not being a company, is unable to pay his debts when due or is made bankrupt or if he, being a company, does anything or fails to do anything which would entitle a receiver or administrator to take possession of any assets or which would entitle any person to present a petition for windingup. 8.6 Subject to the terms hereof, the Buyer is licensed by the Seller to process the said Goods in such fashion as he may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods the property of the Seller. 8.7 If the Goods the property of the Seller are admixed with goods the property of the Buyer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller. If Goods the property of the Seller are admixed with goods the property of any person other than the Buyer or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 owned in common with that other person. 8.8 If the Buyer has not received the proceeds of any such sale he will, if called upon so to do by the Seller, within seven days thereof assign to the Seller all rights against the person or persons to whom he has supplied any product or chattel made from or with the Sellers Goods. 8.9 If the Buyer has not received the proceeds of any such sale he will, if called upon so to do by the company, within seven days thereof assign to the Buyer all rights against the person or persons to whom he has supplied any product or chattel made from or with the Seller s Goods. 9. Guarantee, Liabilities and Warranties 9.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for the period specified on the Goods or on the documents accompanying the Goods. 9.2 The above warranty is given by the Seller subject to the following conditions: 9.2. 1the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer. 9.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller s approval: 9.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. 9.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller and which the Seller is able to assign to the Buyer or which such manufacturer gives direct. 9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 9.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions. 9.5 Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified as specified above to the Seller within 5 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. 9.7. The Seller accepts liability for direct loss and damage, including but not limited to direct loss of or damage to the tangible property of the Buyer caused directly by the negligence of the Seller, in accordance with legislated insurance limits. 9.8 Except in respect of death or personal injury caused by the Seller s negligence (in respect of which the Seller s liability shall be in accordance with legislated insurance limits except in the case of fraudulent misrepresentation, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, lost savings, loss or corruption of data or any indirect or consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. 9.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller s reasonable control. Without prejudice to the generality of the foregoing, the following shall be
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 regarded as causes beyond the Seller s reasonable control: act of God, explosion, flood, tempest fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel parts or machinery; power failure or breakdown in machinery. 10. Storage Charges If delivery is delayed at the Buyer s request the Seller shall be entitled to charge for storage of the Goods from the date of commencement of such delay. The Seller reserves the right to submit an invoice at the original delivery date and for credit terms (if any) to run from such date and such date shall also be the commencement date for the warranty period. 11. Intellectual and Industrial Property 11.1 The Buyer warrants that any design, specification or instructions furnished or given by him shall not be such as will cause the Seller to infringe any intellectual or industrial property rights in the performance of the Contract and the Buyer shall keep the Seller fully and completely indemnified against each and every claim of such nature howsoever arising. 11.2 The sale of the Goods and the provision of technical data by the Seller to the Buyer does not imply freedom from industrial property rights in respect of the Goods or such data all of which are expressly reserved to the Seller. 11.3 The parties agree that all intellectual property rights in the Products and documentation remain the sole property of. Trademarks, Copyrights, serial numbers etc. may not be removed by Buyer. Buyer must also ensure that such protective mechanisms are not removed by their customers. In cases where copyright, trade mark or other intellectual property violations become known to Buyer, these must be reported immediately to Distributor. All intellectual property right, trademarks and copyright may only be used with the written permission of. This permission may be withdrawn at any time without notice or penalty. 12.Materials supplied by the Buyer In the event that the Buyer supplies materials for the purpose of facilitating fulfilment of the Contract such materials shall be provided at the time requested by the Seller and if defective the buyer shall not be entitled to reject the Goods nor make deductions from the Contract price nor seek damages against the Seller. Further the Buyer shall indemnify and hold safe and harmless the Seller from all liability for damages or
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 otherwise arising from defects in such materials supplied. 13. Cancellation 13.1 In the event of an order having been placed but thereafter being cancelled prior to delivery the Seller reserves the right to invoice the Buyer for any losses incurred including (without prejudice to the generality of the foregoing) loss of profit, carriage charges and handling charges. For the avoidance of doubt cancellation is impossible after delivery. 13.2 Good are not supplied on a sale or return basis. The return of goods for credit will only be accepted by the Seller with the Sellers prior written agreement and then only at the Sellers discretion, including if the Seller considers that the goods are in a new, saleable condition. Any such goods accepted for return shall be returned at the buyers cost and risk, with the Sellers RAN (returns authority number) and shall be subject to inspection by the Seller, who shall notify the Buyer if it will give credit or not. Where authorized all returns will be subject to a charge, as decided by the Seller from time to time. 14. Bankruptcy/Liquidation/Termination If the Buyer shall make default in or commit any breach of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer his property or assets or if he (the Buyer) shall make or offer to make any arrangements or composition with creditors or be unable to pay his debts when due or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Buyer shall be a limited company and any resolution or petition to wind up such company s business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such company s undertaking property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to determine any order then subsisting and upon written notice of such determination being posted by it to the Buyer s last know address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Seller might otherwise make or exercise. Distributor has the option to buy back any Products which are still in the possession of Dealer at the end of the term of this Agreement, at the current purchase price, before the products are offered to any other third party. 15. Export Sales 15.1 In these Conditions Incoterms means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail. 15.1.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions. 15.1.3 The buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. 15.2 The Seller shall be under no obligation to arrange carriage for the delivery of the Goods to the Buyer. 15.3 In the event that export licences shall be required the Seller shall take all reasonable steps to procure them and the cost thereof shall be chargeable to the Buyer (including a reasonable charge for the time expended by the Seller in connection therewith and the Seller s out-of-pocket expenses). The Buyer shall take all reasonable steps to procure any import licences required and bear and pay any expenses in connection with the importation of the Goods. The Contract shall be conditional upon all such licences and consents being obtained within a reasonable time. 16. Health and Safety The Health and Safety at Work etc Act 1974. We hereby give you notice that we have available information or product literature concerning the conditions necessary to ensure that the Goods supplied hereunder will be safe and without risk to health when properly used. Unless you request such information or literature immediately on receipt of this document it will be assumed that you are already in possession of such information and literature and do not require any information or advice in connection with the safe use of the Goods at work. Such information is available on the Seller s website () 17. Miscellaneous 17.1 Any notice required or permitted to be given by either party to the other party shall be in Writing and be delivered or sent to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Hand delivered and facsimile notices shall take effect immediately on receipt and postal notices two working days after posting by first class
UK Ltd. 3 Century Point, Halifax Road, High Wycombe, Bucks HP12 post. 17.2 No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. 17.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 18. Applicable Law 18.1 These conditions and the Contract shall be subject to and construed in accordance with English law and any dispute shall be subject to the exclusive jurisdiction of the Courts of England and Wales