Application of Conditions

 

 

These Conditions shall govern each Contract in respect of each sale made by the Company of Goods and/or Services rendered to the Customer by the Company to the exclusion of any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document and the Customer waives any right to rely on any such terms or conditions.

 

The Contract incorporating these Conditions shall constitute the whole of the agreement between the Company and the Customer in respect of the subject matter of the Contract.

 

The Customer acknowledges that the Customer has not entered into the Contract with the Company as a result of any representation or warranty, oral or written made by or on behalf of the Company except as set out in these Conditions.

 

 

 

 

 

Orders

 

 

Each order for Goods and/or Services by the Customer to the Company shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions.

 

Orders for the Goods and/or Services shall be in writing and no contract will come into existence until confirmed in writing by the Company or, if the Company, at its discretion, accepts a telephone order against the Customer’s official order number which acceptance shall then be confirmed by the Company in writing, or, if earlier than either of the foregoing, the Company delivers the Goods or begins to render performance of the Services to the Customer.

 

Any quotation given by the Company is given on the basis that no Contract will come into existence until the Company despatches a written confirmation of order to the Customer or, if earlier, the Company delivers the Goods or begins to render performance of the Services to the Customer.

 

The Customer shall be responsible to the Company for ensuring that the terms of its order are complete and accurate and for giving the Company any necessary information within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

 

No variation to these Conditions or to any order once accepted by the Company shall have any effect unless expressly agreed in writing and signed by a duly authorised representative of the Company. In the event of the Company agreeing to vary any order the costs of all additional works done by the Company in respect of such variation shall be paid by the Customer either at the date of such variation or at the date of delivery of the Goods or supply of the Services whichever the Company shall decide.

 

Prior to entering into any Contract the Company may supply to the Customer drawings, technical specifications, catalogues and other matter based upon information supplied by the Customer to assist the Customer in planning its requirements. All such information is supplied for the sole purpose of giving an approximate idea of the Goods and/or Services described in it. Any such information supplied shall not form part of the Contract and the Company accepts no liability in respect of the accuracy or suitability for the Customer’s purpose of any such information supplied and the sale shall not be a sale by sample.

 

It is the Customer’s responsibility to ensure that all information given by it and items supplied to it are accurate and to the Customer’s satisfaction.

 

 

 

 

 

Title

 

 

Ownership of any Goods supplied by the Company to a Customer shall not pass to the Customer until receipt by the Company in cash or cleared funds of payment in full for the Goods.

 

Until such time as payment for the Goods or any Services rendered has been received in full by the Company the Customer shall:

 

Hold such Goods on a fiduciary basis as the Company’s bailee;

 

Store the Goods (at no cost to the Company) separately from other goods of the Customer or any third party in a way that they remain readily identifiable as the Company’s property;

 

Not destroy, obscure or obscure any identifying mark or packaging on or related to the Goods;

 

Maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for the Customer and not mix them with any other money nor pay the proceeds into an overdrawn bank account.

 

 

 

 

 

Warranty

 

 

At the time of delivery the Goods will comply with any specification given by the Company for the Goods. The Company insofar as it is able so to do will pass on to the Customer the benefit of any manufacturer’s warranty on any Goods supplied by the Company but will not accept liability for the failure of the Goods to meet the manufacturer’s specification.

 

The Company shall not be liable for a breach of the warranty in respect of any shortages on delivery if:

 

The Customer does not give written notice of any defect or shortages in the Goods, or part thereof to the Company within 3 Working Days of delivery;

The Company is not given a reasonable opportunity of examining the Goods and the Customer (if asked to do so by the Company) does not return the Goods, or the part(s) claimed to be defective, to the Company’s place of business for the examination to take place there. In the event of a return being requested by the Company, the Company shall have the right to charge carriage to and from the delivery location and the costs involved in the removal of the Goods, or the part(s) claimed to be defective, from the Customer’s premises. In no instance shall the Customer return Goods once delivered to the Customer without prior written authority or request from the Company;

 

The Customer makes any further use of the Goods after giving notice of any defect in the Goods;

 

The defect arises because the Customer failed to follow any instructions of the Company as to the storage or use of the Goods or good trade practice;

 

The Customer alters the Goods or their packaging without the written consent of the Company.

 

 

 

 

 

Warranty and Undertaking of the Customer

 

 

The Customer hereby agrees that if requested to do so by the Company that the Customer shall enter into any written export compliance undertaking that the Company requires.

 

The Customer hereby warrants and undertakes to the Company that:

 

The Goods shall neither be used for any purposes associated with chemical, biological or nuclear weapons or missiles capable of delivering of such weapons, nor shall they be resold if the Customer knows or suspects that the Goods are intended to be used or likely to be used for such purposes and that the Goods or any replica of them shall not be used in any nuclear explosive activity or unsafe guarded nuclear fuel cycle.

 

 

 

 

 

General 

 

 

The Customer shall not assign the Contract or any part of it without the prior written consent of the Company.

 

The Company shall be entitled to sub-contract or assign the Contract or any part of it to any person, firm or company.

 

The Customer shall have no rights in respect of the trade marks and other Intellectual Property rights of the Company, in particular, but without limitation, those associated with the design, manufacture, application, installation of the Goods and rendering of the Services and the Customer hereby acknowledges that it shall not acquire any rights in respect thereof and that all such rights (and goodwill) are and shall remain vested in the Company and the Customer shall not challenge the validity of any such Intellectual Property rights.

 

The Customer shall not remove, alter or otherwise interfere with any markings on the Goods or their packaging or use any of the trade marks or other Intellectual Property of the Company or any licensor of the Company in any way which might prejudice their distinctiveness or validity or the goodwill of the Company or its licensor therein.

 

Any notice required or permitted to given by either party to the other shall be sent to the other party in writing or by electronic mail or facsimile and confirmed in writing to the other party’s principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. A notice shall be deemed effective on the day it is received.

 

Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

 

Any waiver by the Company of any breach of, or any default under any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.