|
1.
INTERPRETATION
1.1 In the Conditions:
“Company” means Signatrol Limited (registered in England
under number 04973283);
“Customer” means the person, firm or company, who accepts
a quotation of the Company for the sale of the Goods and/or the
Services or whose Order for the Goods and/or Services is accepted
by the Company;
“Conditions” means the standard terms and conditions
of sale set out in this document (unless the context otherwise requires)
including any special terms and conditions agreed in Writing between
the Customer and the Company;
"Order" Customer's instructions to supply Goods or Services
“Contract” means the contract for the purchase and sale
of the Goods and/or Services; and
“Goods” means the goods (including any instalment of
the goods or any parts for them) which the Company is to supply
in accordance with the Conditions;
“Services” means the installation, technical support,
back-up and other services which the Company may provide in accordance
with the Conditions;
“Writing” includes telex, cable, electronic and facsimile
transmission and comparable means of communication provided that
any communication by facsimile transmission shall be followed by
a hard copy thereof sent by post.
1.2 Any reference in the Conditions to any provision of a statute
shall be construed as a reference to that provision as amended,
re-enacted or extended at the relevant time.
2.
BASIS OF SALE
2.1 The Company shall sell and the Customer shall purchase the Goods
and/or Services in accordance with any written Order of the Customer
which is accepted by the Company, subject to the Conditions, which
shall govern the Contract to the exclusion of any other terms and
conditions.
2.2 No variation to the Conditions shall be binding unless agreed
in Writing by an authorised representative of the Company.
2.3 Any advice or recommendation given by the Company or its employees
or agents to the Customer or its employees or agents is followed
or acted upon entirely at the Customer's own risk. The Company shall
not be liable for any advice or recommendation as to the application
or use of the Goods which is not confirmed in Writing by the Company.
2.4 Any typographical, clerical or other error or omission in any
sales literature, quotation, price list, acceptance of offer, invoice
or other document or information issued by the Company shall be
subject to correction without any liability on the part of the Company.
3.
ORDERS AND SPECIFICATIONS
3.1 No Order submitted by the Customer shall be deemed to be accepted
by the Company unless and until confirmed in Writing by the Company.
Each Order so accepted shall constitute a separate contract.
3.2 The Company reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable safety
or other statutory requirements or, where the Goods are to be supplied
to the Customer's specification, which do not materially affect
their quality or performance.
3.3 No Order which has been accepted by the Company may be cancelled
by the Customer except with the agreement in Writing of the Company
and on terms that the Customer shall indemnify the Company in full
against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses
incurred by the Company as a result of cancellation in which case
the Customer shall pay the Company’s invoice within seven
days of its date.
4.
PRICE OF THE GOODS
4.1 The price of the Goods and/or Services shall be as stated in
the Company’s quotation or, where no price has been quoted
(or a quoted price is no longer valid), the price listed in the
Company’s published price list current at the date of acceptance
of the Order. All quotations are valid for 30 days or until earlier
withdrawal by the Company unless agreed otherwise in writing.
4.2 The Company reserves the right, by giving notice to the Customer
at any time before delivery, to increase the price of the Goods
and/or Services to reflect any increase in the cost to the Company
which is due to any factor beyond the control of the Company, any
change in delivery date, quantities or specifications for the Goods
and/or Services which is requested by the Customer, or any delay
caused by any instructions of the Customer or failure of the Customer
to give the Company adequate information or instructions. In the
event of such price variation, the Customer shall be entitled to
cancel any Order for undelivered Goods or unperformed Services.
Any such cancellation must be in Writing and within 7 days of the
Company's notification of the price variation or within 14 days
before delivery or performance is due, whichever is the sooner.
4.3 The price is exclusive of any applicable value added tax, which
the Customer shall be additionally liable to pay to the Company.
4.4 Unless otherwise agreed in Writing, all prices are exclusive
of costs for delivery, postage, packing, administration and insurance,
which will be additionally charged to the Customer.
5.
TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Customer
and the Company, the Company shall be entitled to invoice the Customer
for the price of the Goods and/or Services on or at any time after
delivery of the Goods and/or performance of the Services and where
the Goods are to be supplied and/or the Services are to be rendered
by instalments the Company shall be entitled to render periodic
invoices for Goods delivered and Services rendered up to the date
of each invoice.
5.2 The Company shall be entitled to recover the price of the Goods
(plus value added tax) notwithstanding that property in the Goods
has not passed to the Customer.
5.3 Unless the Company has agreed some other payment period with
the Customer in Writing the Customer shall pay the price of the
Goods and/or Services (less any discount to which the Customer is
entitled, but without any other deduction) within 30 days of the
date of the Company’s invoice. The time of payment of the
price shall be of the essence of the Contract.
5.4 If the Customer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to the
Company, the Company shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries of the
Goods and/or performance of the Services;
5.4.2 appropriate any payment made by the Customer to such of its
invoices as the Company may think fit (notwithstanding any purported
appropriation by the Customer); and
5.4.3 charge the Customer interest (both before and after any judgment)
on the amount unpaid, at the rate of four per cent 4% per annum
above Barclays Bank plc base rate from time to time, until payment
in full for all outstanding amounts due is made (a part of a month
being treated as a full month for the purpose of calculating interest).
6.
RETURN OF GOODS
6.1 Except where Goods are returned under a warranty claim, the
Customer shall not be entitled to return Goods unless the Company
has given its prior consent in Writing and has issued to the Customer
a Returned Materials Authorisation (RMA) number.
6.2 Provided such consent has been given, incorrectly or over -
ordered standard parts may only be returned within 30 days of the
invoice date in unused condition. In such event a handling charge
of 15% will be made on such items, with a minimum charge of £10.
7.
DELIVERY
7.1 Delivery of Goods shall be made by the Company passing the Goods
to such carrier as shall be nominated by the Company with instructions
to transport the Goods to the delivery address specified by the
Customer. Delivery of Services shall be made by the Company offering
such Services at the delivery address agreed by the Company and
the Customer.
7.2 Any dates quoted for delivery of the Goods and/or provision
of the Services are approximate only and the Company shall not be
liable for any delay in delivery of the Goods or performance of
the Services howsoever caused. Time for delivery shall not be of
the essence unless previously agreed by the Company in Writing.
7.3 Where the Goods and/or Services are to be delivered or provided
in instalments, each delivery shall constitute a separate contract
and failure by the Company to deliver any one or more of the instalments
in accordance with the Conditions or any claim by the Customer in
respect of any one or more instalments shall not entitle the Customer
to treat the Contract as a whole as repudiated.
7.4 If the Customer fails to accept the Goods and/or fails to give
the requested delivery instructions or to provide adequate facilities
for the provision of the Services at the time stated for delivery
(otherwise than by reason of any cause beyond the Customer's reasonable
control or by reason of the Company's fault) then, without prejudice
to any other right or remedy available to the Company, the Company
may:
7.4.1 store the Goods until actual delivery and charge the Customer
for the reasonable costs (including insurance) of storage; or
7.4.2 sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses) account to
the Customer for the excess over the price under the Contract or
charge the Customer for any shortfall below the price under the
Contract;
7.4.3 invoice the Customer for all costs and expenses incurred by
it in connection with the delay caused in the provision of the Services.
8.
RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Customer
at the time when the Company passes the Goods to its carrier as
set out in clause 7.1 above
8.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of the Conditions, the property in the Goods
shall not pass to the Customer until the Company has received in
cash or cleared funds payment in full of the price of the Goods
and/or Services and all other goods and services agreed to be sold
by the Company to the Customer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Customer
the Customer shall not let, sell, charge or otherwise dispose, transfer
or deal with the Goods or any part thereof and the Company shall
be entitled at any time to require the Customer to deliver up the
Goods to the Company and, if the Customer fails to do so forthwith,
to enter upon any premises of the Customer or any third party where
the Goods are stored and repossess the Goods.
9.
WARRANTIES AND LIABILITY
9.1 Subject to the Conditions and to Clauses 10.2 and 10.3 the Company
warrants that:-
9.1.1 the Goods will correspond with their specification at the
time of delivery and will be free from defect in material and workmanship
for the period specified for the particular product in the Company's
published literature or web site.
9.1.2 the Services will be carried out with reasonable skill and
care
9.2 The Company shall be under no liability:
9.2.1 in respect of any defect in the Goods arising from any drawing,
design or specification supplied by the Customer;
9.2.2 in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, improper
storage, failure to follow the Company's instructions (whether oral
or in writing), misuse or alteration or repair of the Goods without
the Company's approval;
9.2.3 where any seal has been broken or the Company's trade mark
or serial number has been removed, defaced, altered or tampered
with unless otherwise agreed in writing.
9.2.4 where the Goods have not been installed in accordance with
all installation instructions provided by the Company;
9.2.5 under the above warranty (or any other warranty, condition
or guarantee) if the total price for the Goods has not been paid
by the due date for payment;
9.3 The above warranty does not extend to parts, materials, equipment,
components or other products not manufactured by the Company, in
respect of which the Customer shall only be entitled to the benefit
of any such warranty or guarantee as is given by the manufacturer
to the Company.
9.4 The above warranty does not extend to any loss or damage sustained
in transit.
9.5 Subject as expressly provided in the Conditions, and except
where the Goods are sold to a person dealing as a consumer (within
the meaning of the Unfair Contract Terms Act 1977 and the Unfair
Terms in Consumer Contracts Regulations 1994), all warranties, conditions
or other terms implied by statute or common law are excluded to
the fullest extent permitted by law.
9.6 Where the Goods are sold under a consumer transaction (as defined
by the Consumer Transactions (Restrictions on Statements) Order
1976) the statutory rights of the Customer are not affected by the
Conditions.
9.7 Any claim by the Customer which is based on any defect in the
quality or condition of the Goods or their failure to correspond
with specifications shall (whether or not delivery is refused by
the Customer) be notified to the Company within 7 days from the
date of delivery or (where the defect or failure was not apparent
on reasonable inspection) within a reasonable time after discovery
of the defect or failure. If delivery is not refused, and the Customer
does not notify the Company accordingly, the Customer shall not
be entitled to reject the Goods and the Company shall have no liability
for such defect or failure, and the Customer shall be bound to pay
the price as if the Goods had been delivered in accordance with
the Contract.
9.8 Where any valid claim is notified to the Company in accordance
with the Conditions the Company shall be entitled to repair or replace
the Goods (or the part in question) and/or carry out corrective
installation services free of charge or, at the Company’s
sole discretion refund to the Customer the price of the Goods and/or
Services (or a proportionate part of the price) and the Company
shall have no further liability to the Customer.
9.9 The Company’s liability for damage to tangible property
resulting from breach of contract and/or any negligent act or omission
of the Company or its employees, agents or sub-contractors shall
be limited to £5,000,000 in respect of any one incident or
£5,000,000 in respect of any series of incidents arising from
a common cause.
9.10 Except in respect of death or personal injury caused by the
Company’s negligence, the Company shall not be liable to the
Customer by reason of any representation, or any implied warranty,
condition or other term, or any duty at common law, or under the
express terms of the Contract, for any consequential loss or damage
(whether for loss of profit or otherwise), costs, expenses or other
claims for consequential compensation or any other claims for indirect
or economic loss whatsoever (and whether caused by the negligence
of the Company, its employees or agents or otherwise) which arise
out of or in connection with any Order for the supply of the Goods
and/or the provision of the Services.
9.11 The Company shall not be liable to the Customer 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 Goods and/or Services, if the delay or failure
was due to any cause beyond the Company’s reasonable control.
10.
INDEMNITY
10.1 Save as is otherwise provided in the Conditions if any claim
is made against the Customer that the Goods infringe or that their
use infringes the patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person,
the Company shall indemnify the Customer against all loss, damages,
costs and expenses awarded against or incurred by the Customer in
connection with the claim, or paid or agreed to be paid by the Customer
in settlement of the claim, provided that:-
10.1.1 the Company is given full control of any proceedings or negotiations
in connection with any such claim;
10.1.2 the Customer shall give the Company all reasonable assistance
for the purposes of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Customer shall not
pay or accept any such claim, or compromise any such proceedings
without the consent of the Company (which shall not be unreasonably
withheld);
10.1.4 the Customer shall do nothing which would or might vitiate
any policy of insurance or insurance cover which the Customer may
have in relation to such infringement, and this indemnity shall
not apply to the extent that the Customer recovers any sums under
any such policy or cover (which the Customer shall use its best
endeavours to do);
10.1.5 the Company shall be entitled to the benefit of, and the
Customer shall accordingly account to the Company for, all damages
and costs (if any) awarded in favour of the Customer which are payable
by or agreed with the consent of the Customer (which consent shall
not be unreasonably withheld) to be paid by any other party in respect
of any such claim; and
10.1.6 without prejudice to any duty of the Customer at common law,
the Company shall be entitled to require the Customer to take such
steps as the Company may reasonably require to mitigate or reduce
any such loss, damages, costs or expenses for which the Company
is liable to indemnify the Customer under this clause.
11.
COPYRIGHT AND SOFTWARE
11.1 The Copyright in all documents including (but not limited to)
drawings, specifications, manuals and technical information furnished
to the Customer by the Company in connection with this Contract
shall remain vested in the Company and all such documents shall
only be used by the Customer for their intended purpose.
11.2 All Copyright and other intellectual property rights in any
software comprised in the Goods shall remain vested in the Company
who hereby grants to the Customer a non-exclusive non-assignable
licence to use such software for the purposes of the operation of
the Goods but not otherwise.
12.
INSOLVENCY OF CUSTOMER
12.1 This clause applies if:
12.1.1 the Customer makes any voluntary arrangement with its creditors
or becomes subject to an administration order or (being an individual
or firm) becomes bankrupt or (being a company) goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction);
or
12.1.2 an encumbrancer takes possession of or a receiver is appointed
over any of the property or assets of the Customer; or
12.1.3 a winding up petition (if a company) or a bankruptcy petition
(if an individual) is presented against the Customer; or
12.1.4 the Customer ceases, or threatens to cease, to carry on business;
or
12.1.5 the Company reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Customer and
notifies the Customer accordingly.
12.1.6 the Customer is unable to pay its debts as defined in Section
123 of the Insolvency Act 1986.
12.1.7 anything analogous to any of the foregoing under the law
of any jurisdiction occurs.
12.2 If this clause applies then, without prejudice to any other
right or remedy available to the Company, the Company shall be entitled
to cancel the Contract or suspend any further deliveries under the
Contract without any liability to the Customer, and if the Goods
have been delivered and/or the Services performed but not paid for
the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.
13.
GENERAL
13.1 The Company shall be entitled to sub contract the provisions
of the Services or any part of the Services as it sees fit.
13.2 Any notice required or permitted to be given by either party
to the other under the Conditions shall be in Writing addressed
to that other party at its registered office or 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 the
notice.
13.3 No waiver by the Company of any breach of the Contract by the
Customer shall be considered as a waiver of any subsequent breach
of the same or any other provision.
13.4 If any provision of the Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of the Conditions and the remainder
of the provision in question shall not be affected thereby.
13.5 The Contract shall be governed by the laws of England and any
dispute arising under or in connection with the Conditions or the
sale of the Goods shall be subject to the jurisdiction of the English
courts. |
