1.1 INFORMATION ABOUT GOODS Any description, specification or drawing published by the Company in relation to the Goods shall not form part of any contract of sale by the Company.
1.2 The Customer in assessing whether the goods are reasonably fit for any particular purpose for which it is purchasing them has not relied on the skill or judgement of the Company.
2.1 ORDERS No order shall be binding on the Company unless and until expressly accepted by the Company in writing.
2.2 No order given may be cancelled or amended unless agreed by the Company in writing.
3.1 CONTRACT The Company shall sell and the Customer shall purchase the Goods in accordance with the written order of the Customer accepted by the Company in writing ("the Order") and with these Conditions (together "the Contract").
3.2 The Contract represents the entire understanding and supersedes any previous agreement between the Company and the Customer in relation to their subject matter.
3.3 The Contract shall not in any circumstances whatsoever be or be deemed to be affected by any previous dealings with the Company and any previous terms and/or conditions issued by the Company are superceded.
3.4 Where the Order Acceptance is on terms which vary from those set out in these Conditions, those terms shall prevail, but otherwise these Conditions shall be deemed to be part of the Contract.
4.1 PRICE The Price payable for the Goods shall be the price specified in the Order, provided that the Company may at any time before delivery, without notice, increase the Price.
4.2 The Price is exclusive of Value Added Tax and the Customer shall pay Value Added Tax in respect of the Price at the standard rate prevailing at the date of delivery, together with all other taxes, duties or imports arising in connection with the sale.
5.1 PAYMENT Payment of the Price shall be made in pounds sterling at the office of the Company within 30 days from the date of invoice. All payments shall be made in full without deduction in respect of any right of set-off or counter-claim.
5.2 If the Customer fails to make due payment under the Contract, the Company shall be entitled to interest at the rate of 4% above the base rate of Barclays Bank PLC from time to time on all outstanding sums from the date that payment fell due until payment is received.
5.3 If the Customer fails to make due payment under the Contract the Company shall be entitled to treat the Contract as repudiated by the Customer.
6.1 DELIVERY The Customer shall promptly, on request made at any time by the Company, provide the Company with any information or instruction it may require in order to supply the Goods.
6.2 Normal delivery terms are ex-works, despatch from Company works (where applicable) shall be deemed to be delivered to the Customer unless the Contract states otherwise.
6.3 Confirmed delivery dates are subject to credit being available at the proposed date of despatch. We will contact you if we are unable to ship because your available credit limit has been exceeded.
6.4 Where the Contract provides that delivery is the Company's responsibility:
6.4.1 Any delivery time indicated by the Company is an estimate only and not an essential term of the Contract.
6.4.2 The Company shall deliver the Goods to the agreed delivery address. Delivery shall be deemed to take place when the Goods arrive at the Delivery Address (before unloading).
6.4.3 The Company shall not be liable for any damage to, deterioration in, or partial loss of the Goods in transit if the matter should have been apparent on a reasonable examination on delivery, unless the Company receives written notice thereof from the Customer within 3 days of delivery.
6.4.4 Where the Company has made part delivery of the Goods it will not be taken under any circumstances to have agreed to waive any lien or right of retention on the remainder of the Goods or to give up possession of the whole of the Goods unless expressly so agreed in writing.
6.5 Where Customer has rejected any of the Goods or notified any damage or deterioration under this Condition 6, the Customer shall, if requested to do so by the Company, return the Goods to the Company within 7 days of such request.
7 RISK All risk in the Goods shall pass to the Customer on delivery.
8.1 TITLE -RETENTION OF TITLE CLAUSES Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain with the Company and shall not pass to the Customer until the Company has received payment of the full price of;
(a) all Goods the subject of this contract and
(b) all other Goods supplied by the Company to the Customer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contract between the Company and the Customer.
8.2 During such time as the property in the Goods remain in the Company the Customer shall store the Goods separately from all other goods and in such a way as clearly to indicate at all times that the said property remains in the Company. The Company's representatives shall be allowed to enter at all reasonable times upon any land or buildings on or in which the Goods may be situated for the purpose of inspecting the way in which the Goods are being kept.
8.3 During such time as the property in the Goods remains in the Company, the Customer in possession of the Goods shall hold the Goods as bailee of the Company and shall have power to deal with the Goods in normal course of its business.
8.4 If the Customer shall sell any of the Goods it shall hold all the proceeds of sale as trustee for the Company and shall (until payment of such proceeds to the Company) place such proceeds in a separate bank account and hold the same to the order of the Company.
9.1 INTELLECTUAL PROPERTY All patent, design, trademark, service mark, copyrights and other industrial or intellectual property rights of the Company of whatever nature in respect of the Goods, any of their constituent parts, their packaging or other material supplied with the Goods shall remain the absolute property of and vested in the Company.
9.2 The Customer shall indemnify and keep indemnified the Company against any and all loss, damage, claims costs and expenses whatsoever suffered of incurred by the Company in connection with any infringement of any patent, design, trademark, service mark, copyright or other industrial on intellectual property right of any other person in connection with the Company's use or application in relation to the Goods or possession of any material or information or instruction supplied by the Customer in relation to the Goods.
10.1 WARRANTY The Company warrants that save only as provided in the Conditions the Goods will on delivery correspond with the Company's specification in respect of them current at the time of delivery.
10.2 Provided that any defect in the condition or performance of the Goods is notified to the Company by the Customer within the warranty terms of each manufacturer/supplier from the date of manufacture, the Company shall correct such defect or replace the Goods (at the Company's discretion) subject to the Customer consenting or procuring consent for access to the Goods by the Company's employees or sub-contractors to carry out any work under this clause. This undertaking is given and shall be accepted by the Customer in lieu of any other remedy.
10.3 The Company shall not be liable under clause 10.2 above if:
10.3.1The Customer makes any further use of the Goods after giving notice in accordance with clause 10.2;
10.3.2 The defect arises because the Customer failed to follow the Company's oral or written instructions as to the installation, use, maintenance or cleaning of the Goods or (if there are none) good trade practice;
10.3.3 The Customer alters or repairs the Goods without the Company's prior written consent;
10.3.4 The defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions. For example, the Customer will be responsible for replacing parts that are expected to have a limited working life, such as batteries and rubber seals;
10.3.5 The defect arises as a result of electrical or power supply failure;
10.4 Any notice of defect in the condition or performance of the Goods given by the Customer under clause 10.2 shall be made in writing to the Company within a reasonable time of discovery, and prior sanction has been given through the issue of a company returns reference number.
10.5 The benefit of the warranty under clause 10.2 is not transferable.
11.1 LIABILITY The implied terms in the Sale of Goods 1979 are excluded in respect of Customer's dealing otherwise than as consumer, except the implied terms about title.
11.2 Save only asprovided in these conditions the company shall not be liable for any defect in the goods caused by the manufacture of goods in accordance with any material, information or instruction supplied or provided by the customer. The customer shall indemnify and keep indemnified the company against any and all loss, damage, claims, costs and expenses suffered or incurred by the company in connection with any such defect.
11.3 Save only as provided in these Conditions the Company shall not in any event be liable for any special, indirect or consequential loss, damage, costs or claims including but not limited to loss or damage resulting from negligence and loss of profit or revenue.
11.4 The Company's aggregate liability to the Customer in respect of any and all causes of action arising at any time in connection with the Goods, the Contract or its other subject-matter shall not exceed 125% of the price of the defective goods, which sum the Customer agrees is reasonable.
11.5 These Conditions shall not exclude, restrict or limit any liability the exclusion, restriction or limitation of which is for the time being prohibited by legislation or any right or remedy in respect of any such liability.
11.6 Each of the exclusions, restrictions and limitations of the Company's liability in these Conditions shall be separate and severable from every other such exclusion, restriction or limitation. If a court or competent jurisdiction finds any such exclusion, restriction or limitations to be unenforcable to any extent the exclusions, restrictions and limitations shall save to such extent remain in full force and effect.
12.1 USE AND SAFETY The Goods are designed only for use in accordance with the Company's operating and maintenance instructions in relation to the Goods at the time of delivery. The Company warns that use, repair or adaption of the Goods in any other manner may result in damage to the Goods or other property and/or affect the safety of the Goods.
12.2 No undertaking is given by the Company that goods will not infringe the Letters Patent or any other industrial property rights or any third party and the Customer accepts the goods on this understanding and agrees not to pursue any claim against the Company and to hold the Company harmless in respect of any alleged or actual infringement of such third party rights.
12.3 Save only as provided in these Conditions the Company shall not be liable for any loss or damage caused wholly or partly by the fitment to the Goods or any part, accessory or item of equipment which has not been manufactured or approved by the Company or by misuse of the Goods or failure to follow operating or maintenance instructions supplied by the Company. The Customer shall indemnify and keep indemnified the Company against any and all claims whatsoever in respect of any such loss or damage.
13.1 GOODS PURCHASED FOR RESALE In respect of any goods which are purchased by the Customer for resale, the Customer shall not apply its own trade or other marks to the Goods or their packaging without the written consent of the Company.
13.2 In respect of any Goods which are purchased by the Customer for resale, the Customer shall not alter or interfere with the Goods and shall comply with all applicable legislative and other requirements and standards and the Company's instructions in relation to the storage, handling and safety of the Goods. The Company shall indemnify and keep indemnified the Company against any and all loss, damage, claims, costs and expenses suffered or incurred by the Company arising from any failure by the Customer to comply with this Condition.
14.1 DEFAULT AND TERMINATION If any of the events specified in Condition 14.2 occurs all monies accrued owing under the Contract shall become immediately due and payable and the Company shall be entitled at any time thereafter to terminate the Contract and any other contract between the Company and the Customer by notice and/or to suspend further deliveries of Goods the subject of any or all such contracts.
14.2 The events referred to in clause 14.1 are:
14.2.1 the Customer makes default in or commits a breach of the Contract;
14.2.2 any distress or execution is levied upon the Customer's property or assets;
14.2.3 he Customer makes or offers or proposes to make any arrangement or composition with its creditors, any resolution or petition to wind up the Customer is passed or presented, any petition for a bankruptcy order is made against the Customer, or a receiver or manager of the Customer's undertaking, property or assets or any part thereof is appointed; or
14.2.4 the Customer fails to provide any letter of credit, bill of exchange or other security requested by the Company.
15 FORCE MAJEURE Should the Company be prevented from or hindered or delayed in performing any of its obligations under the Contract by reason of strike, lock-out or trade dispute, acts of national or local government or other authority, Act of God, storm, tempest, fire, flood, explosion, accident, theft, civil disturbance, insurrection or war or by any other cause whatsoever beyond the Company's reasonable control then the Contract may be suspended and/or cancelled (whether or not while suspended) by the Company without notice and the Company shall have no liability in relation to any failure by it caused by such prevention, hinderance or delay, or any such delay, suspension or cancellation.
16.1 ANTI-BRIBERY CLAUSE The Customer will:
16.1.1 Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:
16.1.1a Local and national laws in the territories in which it operates.
16.1.1b The UK Bribery Act 2010.
16.1.1c The US Foreign Corrupt Practices Act 1977.
16.1.1d The UN Convention Against Corruption.
16.1.2 Have in place its own policies and procedures to ensure compliance with this Clause.
16.1.3 Ensure that all parties with which it is associated or who are providing goods or services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause.
16.1.4 Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company.
16.1.5 On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records.
16.1.6 Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one if its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach. 16.2 The Customer will indemnify, keep indemnified and hold harmless (on a full indemnity bases) the Company against all costs, expenses and losses that the Company incurs or suffers as the result of any breach by the Customer of any of its obligations under this Clause. This indemnity will not apply to any fine levied on the Company as a result of the Company's criminal liability.
16.3 If the Customer breaches this Clause the Company shall have the right to terminate this Contract without notice and with immediate effect and will be in no way liable to the Customer in respect of such termination for payment of damages or any other form of compensation.
17.1 GENERAL Each of the rights and remedies conferred on the Company by these Conditions shall be in addition and without prejudice to any other right or remedy which the Company may have under these Conditions or otherwise and in particular to any right to payment of all sums due or to become due in respect of the Goods.
17.2 No failure by the Company to enforce any of its rights under the Contract, or delay by the Company in enforcing any such rights, whether or not after knowledge of any breach of the Customer, shall constitute waiver thereof.
17.3 If any of these Conditions shall be held unenforceable, the remaining Conditions shall not be prejudiced thereby and shall continue in full force and effect.
17.4 Save only as provided in these Conditions time shall not be or be deemed to be of the essence of the Contract.
17.5 The Contract shall be personal to the Customer and the Customer shall not assign any of its rights under the Contract without the prior written consent of the Company.
17.6 Any notice under the Contract shall be given by letter or by telex, facsimile transmission or cable confirmed by letter.
17.7 Any reference in these Conditions to any provision of legislation shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. Words in the singular include the plural and vice-versa. The headings in these Conditions are for convenience only and shall not affect their interpretation.
17.8 The Contract shall governed by and construed in all respect in accordance with English law and the Customer shall submit to the jurisdiction of the Supreme Court of justice in England in respect of any matters which may arise in connection with the Contract.
17.9 The Contract represents the entire understanding between the parties and supersedes any previous agreement between the Company and the Customer in relation to the subject matter.
Save only as provided in these Conditions the Company shall not be liable for any defect in the Goods caused by the manufacture of the Goods in accordance with any material, information or instruction supplied of provided by the Customer. The Customer shall indemnify and keep indemnified the Company against any and all loss, damage, claims, costs and expenses suffered or incurred by the Company in connection with any such defect.