Terms & Conditions
Section 1 – Applicability
1. All transactions will be governed by the terms and conditions herein.
2. In the event that the seller/contractor has accepted different terms and conditions, these Terms and Conditions of Sale shall otherwise remain in effect.
Section 2 – Entering into a contract
- Any quotation given shall be without obligation, except in case it stipulates a time limit for acceptance. If a quotation containing an offer without obligation is accepted, the seller/contractor shall be entitled to retract the offer within two working days following receipt of the notice of acceptance.
- The contract shall take effect when the seller/contractor confirms the order, or commences execution, within eight days following receipt of the written acceptance.
Section 3 – Alterations
- Any alterations in the contract shall only be effective if agreed in writing between the seller/contractor and the buyer/principal.
- In the event that any such alteration results in an increase or reduction of cost, any ensuing change in the agreed price shall require the written agreement of the parties.
- In the absence of agreement on such price change, a dispute between the parties will have arisen to which the relevant article in these Terms and Conditions of Sale, dealing with disputes, shall apply.
Section 4 – Packaging and shipping
- The seller/contractor undertakes towards the buyer/principal to properly package the goods (unless such packaging should be incompatible with the nature of the goods) and to protect them in such a way as to ensure that under normal conditions of transport the goods arrive at their destination in good condition.
- The seller/contractor shall deliver the goods, or ship the goods for delivery, at the agreed location or locations in the way or ways stipulated in the order, or agreed at some later stage. The buyer/principal shall see to the transport insurance. All costs involving this insurance shall be chargeable to the buyer/principal.
Section 5 – Transfer of title
1. Without prejudice to the provisions of paragraphs 2 and 3 below, title to the goods/services will transfer to the buyer/principal upon delivery.
2. The seller/contractor shall retain title to all goods/services supplied to the buyer/principal until such time as the buyer/principal shall have fulfilled all of its obligations under the contract. In addition, retention of title will apply to any claims against the buyer/principal that might fall to the seller/contractor in respect of any default of the buyer/principal in fulfilling one or more of its obligations towards the seller/contractor. All costs connected with reverse transfer of title shall be chargeable to the buyer/principal.
3. The buyer/principal shall not be entitled to pledge the goods delivered, or grant any other title to said goods to any third party, until such time as title to the said goods shall have been transferred to the buyer/principal.
4. The buyer/principal shall exercise due care to safeguard, and keep as recognisable property of the seller/contractor, any goods supplied under retention of title.
5. Whenever the buyer/principal will be in default of fulfilling its payment obligations towards the seller/contractor, or the seller/contractor will have good reason to expect that the buyer/principal will fail to fulfil such obligations, the seller/contractor shall be entitled to repossess the goods supplied under retention of title. After repossession the buyer’s/principal’s account will be credited with an amount corresponding to the market value, which amount shall in no case exceed the original purchase price, less any costs incurred in the repossession.
- In case the seller/contractor has reasonable doubt about the buyer’s/principal’s ability to pay, the seller/contractor shall be entitled to postpone the delivery of any goods ordered until the buyer/principal has supplied collateral for payment. The buyer/principal shall be liable for any losses suffered by the seller/contractor as a result of such delay in delivery.
- The seller/contractor retains title to the industrial and intellectual property associated with the goods/services.
- Unless explicitly agreed otherwise, the buyer’s/principal’s right of use in respect of the goods/services delivered shall be limited to the buyer’s/principal’s business. The goods/services delivered by the seller/contractor may not be placed at the disposal of third parties unless explicit consent by the seller/contractor has been obtained.
Section 6 – Delivery
- An agreed delivery time does not constitute a firm deadline, unless expressly agreed otherwise. In case of failure to deliver on time, the buyer/principal will therefore need to give the seller/contractor written notice of default.
- The seller may deliver by instalments in such quantities as it may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Buyer to cancel any subsequent instalments or repudiate this contract as a whole.
Section 7 – Force majeure
- When a situation of force majeure arises, the obligations of the seller/contractor in respect of delivery, or other obligations, will be suspended. If the period during which the seller/contractor is unable, as a result of force majeure, to fulfil its obligations exceeds three months, both parties shall be entitled to cancel the contract without court intervention, in which case there shall be no obligation to pay damages.
- If upon the occurrence of force majeure the seller/contractor has fulfilled part of its obligations or can meet its obligations only in part, it shall be entitled to send out a separate invoice for the part already delivered or the part that can be delivered, as the case may be, and the buyer/principal shall effect payment of the amount invoiced as if it concerned a separate contract.
Section 8 – Warranty
- The seller/contractor guarantees the soundness and quality of the goods/services delivered, in such a way that any flaw in the goods/services delivered will be corrected free of charge, provided that such flaw has been brought to the seller’s/contractor’s notice within three days after the time of discovery or the time when it could reasonably have been discovered.
- This warranty does not relieve the buyer/principal of its payment obligations under the contract.
- The warranty will become void if the goods/services delivered are changed in any way without the consent of the seller/contractor.
- Flaws caused by the buyer/principal or by third parties are not covered by the warranty. The cost of correcting such flaws will be charged to the buyer/principal.
- The seller/contractor guarantees the soundness and good quality of the goods delivered for the full length of the warranty period specified in the order confirmation, in such a way that the seller/contractor shall, at the shortest possible delay and free of charge, correct any flaw that the buyer/principal may bring to the seller’s/contractor’s attention by giving notice in writing within the agreed period, but immediately after discovery, while proving the said flaw to have been caused within the said period and wholly or mainly as a direct result of any inadequacy of the construction supplied by the seller/contractor, or of imperfect workmanship, or of the use of poor material.
Section 9 – Liability
- The seller/contractor shall be liable for any losses suffered by the buyer/principal as a result of an attributable failure in the execution of the contract by the seller/contractor, if and to the extent that such liability is covered by the latter’s insurance policy, and up to the amount paid under this insurance.
- In case the insurer, for whatever reason, does not pay out, the liability will be limited to the amount invoiced.
- All statements, technical information and recommendations are based on tests we believe to be reliable, but the accuracy and completeness thereof is not guaranteed and the following is made in lieu off all warrantees, expressed or implied, including the implied warrantees of merchantability and fitness for purpose: Seller’s and Manufacturer’s only obligation shall be to replace such quantity of the product proved to be defective. Before using, User shall determine the suitability of the product for its intended use, and User assumes all risk and liability whatsoever in connection therewith. Seller reserves the right to improve the product and accordingly change the specification without notice. Neither Seller nor Manufacturer shall be liable either in tort or in contract for any loss or damage, direct, incidental or consequential , arising out of the use of or the inability to use the product. No statement or recommendation not contained herein shall have any force or effect unless in an agreement signed by officers of or Seller and Manufacturer.
- The seller/contractor shall not be liable for infringement of patents, licences or other rights of third parties occasioned by any use of data that it has received from or on behalf of the buyer/principal with a view to the execution of the order.
- The buyer/principal shall indemnify the seller/contractor against any claims by third parties and from all costs that may arise from infringement of patents, licences or other rights of third parties occasioned by any use of data that it has received from or on behalf of the buyer/principal with a view to the execution of the order.
- The seller/contractor shall not liable if its failure to comply results from force majeure.
- None of the restrictions in this article shall apply if the loss was caused by intent or gross negligence on the part of the seller/contractor or its managerial staff.
Section 10 – Price and payment
- The agreed price will be exclusive of VAT and other government levies.
- The buyer/principal shall pay the invoiced amount within 30 days following end of month when invoice was raised (net monthly), without applying any non-statutory compensation.
- If the buyer/principal fails to make timely payment, it shall be liable for an interest charge on account of late payment, at a monthly rate of 2% of the invoiced amount.
- All payments made by the buyer/principal shall be used to settle, first, any interest and compensation due, and subsequently those payable invoices that have been outstanding for the longest period of time, even if the buyer/principal should stipulate that the payment relates to a later invoice.
Section 11 – Dissolution
- If the buyer/principal does not meet its obligations pursuant to the contract, the seller/contractor shall be entitled, without further notice of default, to declare the contract dissolved without the need for court intervention. In such an event the buyer/principal shall be liable for any losses suffered by the seller/contractor. All payment obligations in connection with any work done or deliveries made shall remain in force.
- If, in the event of an attributable failure in the execution of the contract by the buyer/principal, the seller/contractor proceeds to instigate measures out of court, all costs involved shall be chargeable to the buyer/principal.
- Without prejudice to existing payment obligations on the part of the buyer/principal, the contract shall immediately be dissolved, without court intervention and without any requirement to give notice of default, when the buyer/principal is adjudicated bankrupt, or applies for a provisional moratorium of payment, or loses its power to dispose of its assets or part of its assets as a result of seizure or of being placed in receivership or of any other measure, unless the receiver or administrator recognises such obligations pursuant to the contract as claims against the assets.
- In the above event the buyer/principal shall be liable for any losses suffered by the seller/contractor.
Section 12 – Incoterms
Definition of Incoterms = “The definition of Incoterms shall be construed in accordance with the International Chamber of Commerce Edition 2010”.
Section 13 – Disputes
- This Contract shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts.