Terms & Conditions
TERMS AND CONDITIONS OF SALE
1 The company (hereafter referred to as “The Seller”) submits all quotations and price lists, and accepts all orders subject to the following conditions of contract, which shall apply to all contracts for goods supplied or work done by the Seller, it’s servants, agents or other subcontractors to the exclusion of all other representations, conditions and warranties statutory or otherwise expressed or implied. No variation in these conditions shall be binding unless agreed in writing in advance of order acceptance between the authorised representatives of the Purchaser and the Seller.
2 The Seller is a member of a group of companies, and accordingly the Seller may perform any of it’s obligations or exercise any of it’s rights hereunder by itself, or through any other member of it’s group, provided that any act or omission of any other member shall be held to be an act or omission of the Seller.
3 The Seller’s servants, agents or sub-contractors have no authority to make any representations concerning the goods unless confirmed by the Seller in writing. In entering into a contract, the Purchaser acknowledges that it does not rely on, and waives any claim for breach of any such representations, which have not been confirmed. Any advice or recommendation given by the Seller, it’s servants, agents or sub-contractors to the Purchaser, it’s employees, agents or sub-contractors as to storage, application or use of the goods which has not been confirmed in writing by the Seller, is followed and acted upon entirely at the Purchaser’s own risk, and the Seller shall not be viable for any unconfirmed advice or recommendation.
4 The Seller shall not be liable for any information whatsoever that is published by third parties and available to the Purchaser through access of the Seller’s Internet Web site.
5 The seller’s quotations are an offer to treat and do not in themselves constitute a contract in any form whatsoever. The Seller reserves the right to amend quotations prior to any contract being made. Any typographical, clerical or other error in any sales literature, quotation, price list, acceptance of offer, invoice, other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. The Seller quotes, supplies and warrants all goods strictly in accordance with the manufacturer’s published data specifications and warranty. The manufacturer reserves the right to make changes in the specifications of the goods necessary to conform with my applicable statutory or EC requirements or, where the goods are to be supplied to the manufacturer’s specifications, which do not materially affect their quality or performance.
6 Each order received and accepted by the Seller shall be deemed to form a separate contract to which these conditions of sale shall apply, and any waiver or act of non-enforcement or variation of any term or part thereof on the part of the Seller shall not prejudice the Seller in relation to the application of these conditions to any other order, instalment or delivery whensoever arising. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by the Seller to deliver one or more of the instalments in accordance with these conditions, or any claim by the Purchaser in respect of one or more instalments, shall not entitle the Purchaser to treat the whole contract as being repudiated.
7 The Seller reserves the right to increase without notice, quoted prices after the date of the Seller’s acceptance of an order to cover:-
(i) Increases by suppliers to the Seller.
(ii) Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders due to the Purchaser’s instructions or lack of instructions.
(iii) Currency exchange fluctuations which increase the cost to the Seller of materials or goods imported into the United Kingdom. All prices quoted exclude VAT and all other taxes.
8 If the purchaser fails to take delivery of the goods or give the seller adequate delivery instructions at the time stated for delivery (otherwise than for reasons beyond the Purchaser’s reasonable control or a fault on the part of the Seller), then, without prejudice to any other right or remedy available in the Seller, the Seller may:-
(i) Store the goods until actual delivery and charge the Purchaser reasonable costs (including insurance) of storage; or
(ii) Sell the goods (if the goods are not collected within three months of the pick-up/delivery date) at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the contract or charge the Purchaser for any shortfall below the contracted price.
(iii) A restocking fee of 15% will be applied to goods returned that are not faulty.
9 The Seller reserves the right, without prejudice to any other right or remedy available in the Seller, to charge a reasonable fee for goods returned by the purchaser, which are found not to be faulty. This also covers goods obtained from the Seller and installed incorrectly by the Purchaser.
10 Ownership of the goods shall remain with the Seller until such time as the Purchaser has paid in full all that it owes to the Seller including the full cost outstanding of any other goods the subject of any other contract, delivery or instalment. Until that time the Purchaser shall keep the goods as bailee for the Seller in a fiduciary capacity and keep the goods separate from those of the Purchaser and third parties, correctly stored, protected and insured, and identified as the Seller’s property. Until such time as the ownership of the goods passes to the Purchaser (and provided that the goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Purchaser to deliver up the goods to the Seller, and, if the Purchaser fails to do so forthwith, to enter any premises of the Purchasers or any third party where the goods are stored, and repossess them. All delivery dates quoted by the Seller are in good faith and time shall not be deemed to be of the essence. The Seller shall not be liable for any loss or damage (whether direct or consequential) whatsoever arising from late delivery of goods or materials and the Purchaser shall not be entitled to treat the contract as repudiated by reasons of any such late delivery.
11 All risk in the goods shall pass to the Purchaser when:
(i) In the case of goods to be delivered at the Seller’s premises, when the Seller notifies the Purchaser that the goods are available for collection; or
(ii) In the case of the goods to be delivered otherwise than at the Sellers premises, when the goods arrive at the Purchaser’s works or, if the Purchaser fails to accept delivery, when the Seller has tendered delivery of the goods.
12 No liability will be accepted by the Seller in respect of damage to the goods unless a separate notice in writing is given to the carriers concerned and to the Seller, giving full details within three days of delivery. No liability will be accepted by the Seller in respect of shortage or the supply of incorrect goods unless a separate notice in writing is given to the carriers concerned and to the Seller giving full details within twenty-one days of date of invoice or delivery which ever is the sooner. The Seller shall have no liability in respect of damage or shortages caused by the acts or omissions of the Purchaser or of others or by causes beyond the Seller’s control.
13 The Seller’s liability in respect of goods supplied shall be only to the Purchaser and shall be strictly limited to free replacement of goods notified as above and accepted by the Seller as damaged or incorrect or proven to be faulty under the terms of warranty, and returned carriage paid to the Seller’s works provided always that the Purchaser shall not be entitled to receive from the Seller, any greater benefit under the provisions of this clause than shall be recovered by the Seller under any guarantee or warranty given to the Seller by the manufacturer’s or suppliers of the goods.
14 The Seller will not accept the return of any goods without prior agreement in writing and the issue of a Return Material Authorisation (RMA). All goods will be subject to a restocking fee.
15 In the event of an order being cancelled or delivery delayed by the Purchaser, the Purchaser shall be liable to indemnify the Seller against all losses (including loss of profit) costs and other expenses and damages (whether direct or consequential) occasioned by such cancellation or amendment to delivery date.
16 Purchasers placing orders on the Seller must accept delivery of the total order within one year of the date of the order unless otherwise agreed in writing.
17 The Seller reserves the right to charge the Purchaser interest for the term in which any debt is overdue at the Lloyds Bank plc base rate plus two percent.
18 Any design or express or implied instructions directly or indirectly communicated by the Purchaser to the Seller, it’s servants, agents, or sub-contractors shall not be such as to cause or require the Seller to infringe any letters patent, copyright, registered design or trade mark in the performance of this contract.
19 The Purchaser shall indemnify and keep indemnified the Seller, it’s directors, officers, servants, agents or sub-contractors against all claims, demands and costs howsoever arising in respect of any infringement or alleged infringement of letters patent, copyright, registered design or trade mark and arising directly or indirectly from the use or compliance with any design in express or implied instructions communicated by the Purchaser to the Seller for the purpose of and in connection with any contract.
20 The Seller reserves the right to cease or suspend the supply of goods to the Purchaser in it’s absolute discretion when:-
(i) The Purchasers account is overdue
(ii) The Seller has doubts, howsoever arising, about the continued creditworthiness of the Purchaser.
21 The Purchaser shall not sell or ship any of the goods directly to any person or destination where such sale or shipment would be prohibited by the laws or regulations of the United Kingdom or the United States of America and, at it’s own expense, secure such licences, import and export documents as are necessary to buy or sell the products.
22 Unless expressly confirmed otherwise in writing, products supplied by the Seller are not designed and therefore are not suitable for use in devices or systems:-
(i) For surgical implant into the body: or
(ii) For supporting or monitoring life.
23 Seller must be notified in writing of any intended use of a product. The Seller will endeavour to obtain necessary confirmation or otherwise of suitability from the relevant manufacturer(s). Products supplied as components are for use in approved systems only. Products supplied as complete systems will carry approval marks where the manufacturer concerned for the products has obtained such approval.
24 All goods are supplied inclusive of import duty unless agreed in writing by the Seller in advance of order replacement. Evidence of duty paid cannot be supplied unless agreed in writing by the Seller in advance of order replacement.
25 The Seller may randomly record or monitor telephone calls to and from its offices for the purposes of staff training.
26 Subject to the giving of notice of Force Majeure, the Seller shall not be liable for any failure to carry out its obligations in respect of any contract. Force Majeure shall be taken to mean any circumstance beyond the reasonable control of the Seller including but not restricted to, Government intervention, war, insurrection or riots, an Act of God, fire, flood, natural disaster, explosions or earthquakes, strikes, labour disputes, fraud, fuel shortage and theft.
27.1 Subject to the conditions set out below the Company warrants that the Products will correspond to the specifications at the time of delivery
27.1.1 Warranty against defective components shall be limited to 3 years from delivery. A 3 year warranty consists of, 1st year parts and labour, 2nd & 3rd year labour only. This warranty is a RTB (return to base) warranty.
27.2 The above warranty is given by the Company subject to the following conditions:
27.2.1 The Company shall be under no liability in respect of any defect in the Products arising from any design or specifications supplied by the Buyer.
27.2.2 The Company shall be under no liability in respect of any defect arising from wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions, misuse or alteration of or repair of the Products without the Company's approval.
27.2.3 The Company shall be under no liability under the above warranty if the total price for the Products has not been paid by the date due for payment.
27.3 Subject as expressly provided in these Conditions all warranties, conditions or other terms applied by statute or common law are excluded to the fullest extent permitted by law.
27.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Products or a failure to correspond with any specifications shall (whether or not delivery is refused by the Buyer) be notified to the Company in writing within 14 days of delivery. The Buyer shall be deemed to have fully inspected the Products within 14 days of delivery. If delivery is not refused and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Products and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
27.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other terms or any duty at common law or under the express terms of the Contract for any consequential loss or damage whether for loss or profit or otherwise costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Products and their use or reuse by the Buyer except as expressly provided in these Conditions.
27.6 The Company 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 Company's obligations in relation to the Products if the delay or failure was due to any cause beyond the Company's reasonable control and inter alia and without prejudice to the generality of the forgoing strikes, lockouts or other industrial acts or trade disputes, whether involving employees of the Company or a third party shall be regarded as causes beyond the Seller's reasonable control.
27 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. All contracts shall be governed by English law and any disputes arising out of any contract made between the Seller and the Purchaser shall be heard and determined by an English Court of competent jurisdiction or, at the option of the seller, shall be submitted to arbitration in London in accordance with, and subject to, the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.