1. DEFINITIONS

1.1 The term “seller” shall mean the person, firm or company so named in the quotation or invoice.

1.2 The term “buyer” shall mean the person, firm or company so named in the purchase order.

1.3 The term “end-user” shall mean the person, firm or company operating the product/solution.

1.4 The term “quotation” shall mean the tender or quotation issued by the seller for the supply or the goods and services including these conditions, the specification, drawings or other documents annexed by the supplier to the quotation.

1.5 The term “purchase order” shall mean the purchase order issued by the buyer to the supplier for the purchase of the goods.

1.6 The term “goods” shall mean the goods or services to be supplied by the supplier as identified in the quotation.

1.7 “The contract” shall mean the contract between the supplier and the buyer consisting of the seller’s quotation, these conditions of sale and the purchase order accepting the quotation, but not any terms and conditions of purchase, other than these conditions, incorporated in or referred to in the purchase order.

1.8 The term “date for delivery” shall mean the firm date for delivery, if any, stated as such in the quotation.

1.9 The term “contract price” shall mean the sum stated in the quotation to be paid by the buyer to the seller for the supply of goods together with such other sums as may be payable to the supplier under these conditions of sale.

2. GENERAL

2.1 These conditions of sale and the quotation supersede any other terms and conditions, or descriptions, or statements as to the delivery, quality or performance of the goods or their suitability for any purpose appearing in any advertisements, catalogues, or other literature relating to the goods and override and exclude other terms and conditions, descriptions and statements as to quality and performance or suitability of the goods stipulated or referred to by the buyer whether in the purchase order or otherwise.

2.2 No representative or agent of the seller has any authority to agree any terms or make any representations that are inconsistent with these conditions or the quotation. The seller will not be bound by any statements made by any person purporting to act on the seller’s behalf as to these conditions or the quotation or any statements as to the delivery, quality, performance or suitability of the goods unless any such statement is specifically confirmed in writing by a duly authorised officer of the seller and annexed to the contract.

3. SPECIFICATION AND DESCRIPTION SAMPLE AND STANDARD

3.1 The description of the goods given in any advertisement, catalogue or other literature is for information purposes only and does not constitute a term of the contract.

3.2 The seller undertakes that the goods will conform with:

3.2.1 The provisions of the quotation (except in minor respects which do not materially affect the usage of the goods). The seller reserves the right to change and improve the specification of the goods in line with its policy of progressive development provided that any substituted materials shall be of the same or better quality than those specified in the quotation and that any such change will not materially affect the usage of the goods.

3.2.2 The seller’s normal standards of manufacture.

3.2.3 The requirements of any legislation in force at the time of the submission of the quotation.

4. QUALITY AND FITNESS FOR PURPOSE

4.1 The goods shall be in accordance with the quality specified in the seller’s quotation and if no quality is specified, with the normal industrial quality for the type of goods in question at the contract price.

4.2 If the buyer has specified expressly that the goods shall be suitable for a particular purpose and the seller has agreed in the quotation expressly to supply goods suitable for that purpose, then the goods shall be so suitable within the limits specified by the supplier in his quotation except in minor respects which do not materially affect the purpose for which the goods have been supplied.

5. DELIVERY

5.1 The seller undertakes as a warranty and not as a condition of the contract that if a firm delivery date or period has been stated in the quotation that the seller will deliver the goods by such date or within such period or any extended date or period as provided for under clause 11.

5.2 The seller shall deliver the goods to the delivery point stated in the quotation, carriage to be paid by the buyer, provided that if in accordance with the quotation the goods are to be given to a carrier for onward transmission to the buyer, then delivery of the goods to the carrier shall constitute delivery to the buyer.

6. PASSING OF PROPERTY

6.1 The property in the goods shall not pass to the buyer until payment has been received by the seller in full for the goods and for any other goods supplied by the seller or any associated company of the seller to the buyer.

6.2 For the purpose of this clause the buyer undertakes that until the buyer has made payment in accordance with sub-clause 6.1:

6.2.1 Not to remove, deface or cover up any identification marks on the goods or marks indicating that the goods are the property of the seller

6.2.2 To store the goods separately from those belonging to the buyer or others

6.2.3 To allow the seller unrestricted access to the buyer’s works or other place where the goods are stored for the purpose of removal of the goods.

7. PASSING OF RISK

7.1 The risk in the goods shall pass to the buyer on delivery as defined in clause 5 above.

7.2 If delivery is to be made to a carrier for onward transmission to the buyer, then unless otherwise instructed by the buyer, the seller will arrange for the benefit of the buyer, insurance of the goods on the basis of carrier’s risk. The premium for such insurance shall be added to the contract price and paid for by the buyer.

8. CONTRACT PRICE

8.1 The price stated in the quotation is based on the cost of production/supply of services as at the date of the quotation. If because of any rise or fall in the cost of labour, materials, fuel or transport the cost to the seller of performing the contract shall be increased or reduced, the amount of such increase or reduction shall be added to or deducted from the contract price. No account shall be taken of any increase in cost which has been incurred by the seller because of any default by the seller.

8.2 If after the date of the quotation the cost to the seller of performing the contract is increased or reduced by reason of any change in the laws or regulations affecting the seller in the performance of the contract, including any changes in taxes, levies or National Insurance Contributions payable by the seller in respect of his workforce but excluding income tax, then the amount of such increase or reduction shall be added to or deducted from the contract price.

9. PAYMENT TERMS

9.1 The seller shall be entitled to invoice for the goods on delivery.

9.2 The buyer shall pay the seller’s invoice either prior to delivery of goods or services or within 30 days of its receipt.

9.3 If the buyer fails to pay the seller’s invoice on the due date then the seller shall be entitled to:

9.3.1 Charge interest on the outstanding amount at the rate of 8% above the base rate of the Bank of England ruling at the time when payment became due under clause 9.2 above accruing daily

9.3.2 decline to deliver any further goods to be supplied under this contract or any other purchase order placed by the buyer with the seller until payment has been received in full of any amounts outstanding, and payment has been made by the buyer in advance for any goods or services not yet delivered without thereby incurring any liability whatsoever to the buyer

9.3.3 Terminate the contract if the delay in payment exceeds 30 days.

9.4 Value Added Tax (VAT) where applicable shall be added to the contract price as a strictly nett extra charge.

10. ACCEPTANCE

10.1 The buyer shall inspect the goods immediately on their receipt and shall be deemed to have accepted the goods unless within 14 days after their receipt the buyer shall have notified the seller that the goods are rejected as having been found not to be in accordance with the contract.

10.2 If the buyer does so notify the seller to this effect then the seller shall be given the opportunity to inspect the goods, and if reasonably satisfied that the goods are not in accordance with the contract for a reason for which the seller is responsible, shall at its option repair or replace such goods.

10.3 At the seller’s request the buyer shall return the goods which it considers not to be in accordance with the contract to the seller at the seller’s expense. The seller shall be responsible for all costs involved in the repair or replacement of the goods and for their re-delivery to the buyer.

10.4 If the seller shall fail within a reasonable time to repair or replace the goods as required under sub-clause 2 above, the buyer shall have the right to purchase elsewhere replacement goods of the same or similar description and to recover from the seller to the value:

    10.4.1 Any payment made by the buyer in respect of the rejected goods

    10.4.2 The difference between the price of the rejected goods and the price of the replacement goods.

10.5 The obligation of the seller under sub-clauses 10.2, 10.3 and 10.4 above shall be in full satisfaction of the seller’s liability in respect of such goods, and the buyer shall not be entitled to claim damages for breach by the seller of any of its obligations whether under the contract or otherwise and whether for delay or performance.

11. DELAYED DELIVERY 

If the seller shall have included in the quotation a firm date or period for delivery then the following provisions of this clause shall take effect. Otherwise any date or period for delivery shall be considered as indicative only and not contractually binding on the seller.

11.1 The date for delivery shall only constitute a warranty and not a condition of the contract, time shall not be considered to be of the essence and the buyer shall not have the right to reject the goods or terminate the contract by reason of any delay in delivery.

11.2 If the seller is delayed in the performance of the contract by any act or default of the buyer, or any industrial dispute or any circumstance beyond the seller’s reasonable control, then the date for delivery shall be extended by such period as may be reasonable.

11.3 If the seller shall fail to deliver the goods by the date for delivery or any extended date under sub-clause 2 of this clause, then the seller shall pay to the buyer as liquidated damages such sum as may be specified in the quotation, or if no sum is so specified, at the rate of 0.5% of the value of the goods delayed for each week of delay up to a maximum of 5% of the contract price of the goods delayed, unless it can reasonably be concluded from the circumstances that the buyer has suffered no loss.

11.4 The payment by the seller of such liquidated damages shall be in full satisfaction of the seller’s liability for delay and to the exclusion of any other remedy of the buyer for the seller’s delay.

12. DEFECTS LIABILITY

12.1 The seller shall repair or replace at the seller’s option any of the goods which are, or which become, defective within 12 months from delivery due to faulty workmanship, materials or faulty design if the seller is responsible for design, provided that the buyer shall have notified the seller in writing of such defect and have given the seller a reasonable opportunity to inspect the defective goods.

12.2 All expenses incurred by the seller in connection with the repair or replacement of the defective goods, including all costs of transportation, shall be paid by the seller.

12.3 If the seller shall fail to so repair or replace the defective goods within a reasonable time of having been notified by the buyer, then the buyer shall be entitled to have the work or repair or replacement carried out by others, and the seller shall pay to the buyer the costs reasonably incurred by the buyer in so doing. 

12.4 The seller’s liability in respect of defects in the goods shall be limited to those stated in this clause and subject to Clause 2(1) of the Unfair Contract Term Act 1977, the seller shall not be liable whether in contact or in tort, including but not limited to negligence, or by reason of breach of statutory duty or otherwise, for any damage or loss whatsoever suffered by the buyer arising out of or attributable to such defects.

13. LIMITATION OF LIABILITY

13.1 The obligations and liabilities of the seller in respect of the description of the goods, the quality of the goods or their fitness for purpose are limited to those which are expressly stated in clauses 10 and 12 above. All conditions, warranties and intermediate terms relating to the description of the goods, their quality and their fitness for purpose implied by common law or by statute or otherwise are hereby excluded from the contract.

13.2 Except as provided for under clause 11 above neither party shall be liable to the other for any indirect or consequential loss or damage, loss of profit, loss of use or production or of contracts which the other may suffer arising out of any breach by a party of its obligation under the contract and whether the same be due to the negligence of that party or not.

13.3 It is the buyer responsibility to ensure the solution meets the local legislations and standards. 
13.4 It is the buyer/end-user responsibility to ensure that the material/product(s) are suitable for the purpose required.

13.5 If applicable; It is the end-user's responsibility to check the safe and correct operation of limits when they are set and that they are appropriate for site conditions.

14. FORCE MAJEURE

Neither party shall be liable to the other for its failure to perform any of its obligations under the contract to the extent that such failure is a result of circumstances beyond its reasonable control, provided that the other party is notified in writing of such circumstances by the party affected as soon as they become aware of their occurrence.

15. SET-OFF

The buyer shall not be entitled to exercise any right of set-off or counter-claim.

16. LAW

The contract shall in all respects be governed by and interpreted in accordance with English law.

17. DISPUTE RESOLUTION

If any dispute or difference shall arise between the parties in connection with or arising out of the contact which cannot be settled amicably between the parties, then either party shall give to the other 14 days’ written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice, or in default of agreement, as may be nominated by the President for the time being of the Chartered Institute of Arbitrators.