T&Cs
1. GENERAL a) Subject to the above statement and in the provisions of condition 1.2 these conditions govern all contracts entered into by the company named overleaf (hereinafter “Seller”) for the supply or sale of the goods or services identified overleaf or in correspondence tender or contract referring to these Conditions (hereinafter respectively “Goods” and “Services”) to the Buyer named overleaf (hereinafter “Buyer”). Any order given to seller or the acceptance of any tender issued by the Seller shall be deemed to constitute an agreement to be bound by these conditions. b) Where Seller and Buyer enter into a separate form of license for computer software or data licensed by Seller to Buyer, the terms of that license shall apply to the software or data the subject thereof in addition to these Conditions. In the event of any inconsistency between these Conditions and the license the terms of the license shall prevail. Subje3ct thereto these conditions shall apply to the supply of all Goods and Services by Seller to Buyer. 2. OTHER PRINTED OR STANDARD CONDITIONS It is agreed that only these Conditions shall apply to contracts between Seller and Buyer and any documents emanating from Buyer which contain printed or standard conditions have been and shall be sent by Buyer and received by Seller on the understanding that they appear on Buyer’s documents because they are printed thereon but have no legal effect whatsoever and Buyer waives any rights which Buyer otherwise might have to rely on such conditions. 3. LICENSES OR PERMITS Where an export or import licence, a foreign exchange control or similar authorisation is required for performance of the contract, the part responsible for obtaining the license or authorisation shall act with due diligence to obtain it in good time. If on the expiration of three months from the formation of the contract, the requisite license or authorisation cannot be obtained; either party shall be entitled to regard the contract as never having been formed provided that such party informs the other party of its decision without delay. 4. DESCRIPTION a) All Goods are supplied to reasonable availability to seller of suitable materials and components. Seller reserves the right to substitute suitable alternatives materials and components where necessary. b) All designs, drawings, descriptive matter, weights, dimensions, specifications, brochures, catalogues, price lists, and all advertising matter are approximate and by way of identification only, and are intended merely to present a general ide3a of the goods or services described therein and they shall not form part of any contract, or give rise to any independent or collateral liability of any kind. All prices/discounts quoted therein are subject to alteration or withdrawal from time to time without notice. 5. PRICE TENDERS PACKING AND CARRIAGE a) The price of Goods and Services (hereinafter “the Price”) shall be Seller’s quoted price or, where no price has been quoted, Seller’s list price current at the date of acceptance of the order. All prices quoted are valid for the period stated on the quotation. b) Seller reserves the right by giving notice to Buyer at anytime before delivery to increase the price of the goods to reflect any increase in cost to seller which is due to any factor beyond the control of seller. Any change in delivery dates quantities or specifications for the goods which is requested by buyer or any delay caused by any instructions of buyer or failure to give adequate information or instructions. c) Unless otherwise agreed packing will be charged for in addition to the price and packing cases and materials are not returnable. The goods will be suitably packed for withstanding the conditions of normal delivery/shipment. d) Unless otherwise agreed all Prices are given on ex works basis and where seller aggress to deliver goods otherwise than at seller’s premises. Goods for home market carriage charges will be invoiced to buyer at sellers rates prevailing at time of despatch. Goods for export markets carriage charges shall be invoiced on the terms specifically stated in the contract or otherwise at sellers rates prevailing at the time of despatch. e) The price is exclusive of any applicable Value Added Tax 6. DESPATCH AND DELIVERY a) Any time or date quoted by seller for delivery of goods or performance of services is given and intended as an estimate only and subject to availability of stock or availability of labour. Seller shall not be liable in any circumstances for any loss o damage of any kind caused by failure to deliver or perform within such time. b) Unless otherwise agreed in writing. Seller is entitled to make deliveries by instalments or partial deliveries. Each instalment shall be constructed as constituting a separate contract to which all the provisions of these conditions shall apply. 7. PASSING OF PROPERTY a) Not withstanding the provisions of condition 8as to the passing of risk, the Goods shall remain the sole and absolute property of Seller until Buyer has paid the full price and all other sums due from buyer to seller. b) Buyer acknowledges that it is in possession of the Goods solely as bailee and in a fiduciary capacity for seller until such time as the price in full and all other sums due from buyer to seller. c) If payment for the goods supplied under this or any other contract is overdue in whole or in party, seller may take possession of and or resell the goods, the title to which it has by these conditions retained and buyer shall upon request of seller allow seller to enter its premises during normal working hours for the purpose of recovering possession of such goods. d) Notwithstanding any other agreement as to the items of the payment, the total invoice Price shall immediately become due and payable and Seller shall have the right forthwith to terminate this contract upon the occurrence of any of the following events, if the buyer commits any act of bankruptcy or if a petition of bankruptcy is present against Buyer, if buyer ceases or threatens to cease to carry on business, if buyer shall enter into any negotiations for an arrangement or composition with its creditors, in the event of Buyer being a limited company, if a petition is presented for an administration order or if a petition is presented or a resolution is proposed to wind up Buyer or if a receiver of its assets or undertaking or part thereof is appointed. 8. PASSING OF RISK a) Goods for home market in cases where Seller carries or arranges the carriage of the Goods, risk passes upon delivery by the carrier to or to the order of the Buyer. In all other cases risk passes on collection from seller’s premises. 9. LOSS OR DAMAGE IN TRANSIT In cases where Seller carries or procures the carriage of the goods, seller shall not in any event be liable for loss of or damage to the goods in transit unless the following conditions are complied with: a) In the case of any loss from a consignment of Goods or of damage to the goods seller must be notified in writing within 3 clear days of delivery to Buyer. b) In the case of non delivery of the whole consignment of the goods, seller must be notified within 21 clear days after the date of invoice. 10. PAYMENT a) Home market, unless otherwise agreed in writing payment of the price in full is due on delivery of the goods. b) Time of payment is of the essence in all cases. c) Buyer shall not in any circumstances or for any reason whatsoever be entitled to make any deduction or withhold any sum from the price by way of set off. 11. BUYER’S MATERIAL AND PARTS a) Seller shall not be liable for the belie of any materials or finished parts sent for fitting or other purposes, or for any loss or damage whatsoever and however caused, or resulting from the negligent performance or non performance of the machining cutting fitting or other works specified in the contract. 12. LIEN a) In addition to any lien to which seller may otherwise be entitled, in the event of the buyer’s insolvency or failure to pay the price or any sum due under any other contract with seller. Seller shall be entitled to general Lien an all goods of Buyer in seller’s possession for any sums due and unpaid under this or under any contract between seller and buyer and for the reasonable cost of storing and handling and insuring the good during the exercise of such lien, which cost accrues from day to day. 13.EXTENT AND LIMITS OF LIABILITY a) Should such defect appear within such period, Seller’s liability will be limited solely to repairing, or at its option, replacing the defective product or part free of charge provided that seller shall not be liable for such defect in any circumstances: b) If the goods have been subjected to unsuitable storage, treatment or handling prior to use or to abnormal use, or to use under abnormal conditions or beyond their capacity as rated and recommended by seller. c) The defect has been caused or contributed to by exposure to direct weather conditions or by operation in abnormal atmospheric conditions. d) Buyer fails as soon as possible after the assumed defect has become apparent to notify that defect to seller in writing quoting the serial number if any and the date of purchase. e) The decision of the seller is final as to whether or not a defect is due to faulty workmanship or material. f) Seller shall not be liable for any loss of any kind arising from any representations, statements, warranties, recommendations or advice made or given before making this contract. 13. DEFAULT OR INSOLVENCY Without prejudice to the provisions of conditions 7.4 seller shall not be entitled forthwith to terminate this contract and/or cancel further deliveries in the event of any default of payment under this or any other contract between seller and buyer. 14. FORCE MAJEURE Without prejudice to the generality of any previous exclusion or limitation of liability. Seller shall not be liable for any failure to fulfil any term of any transaction governed by these conditions.
