Expert Support

Terms & Conditions

1.-Definitions

In this Agreement, the following words shall have the following meanings:

‘Buyer’s Provisions’ has the meaning given in Clause 3.1.

‘Conditions’ has the meaning given in Clause 13.4.

‘Defect’ means the condition and/or any attribute of the Goods and/or any other circumstances which but for the effect of these terms would have entitled the Buyer to damages.

‘Delivery Date’ means the date set out overleaf.

‘Goods’ means the goods specified overleaf.

‘Payment Date’ means the date set out overleaf.

‘Price; means the sum set out overleaf.

2.- Order

2.1.- The Buyer orders, and the Seller agrees to sell, the Goods at the Price for delivery by the Delivery Date.

2.2.- The quantity and description of the Goods are set out in the quotation.

2.3.- The Goods will comply with the relevant European or industry standard unless otherwise stated in the quotation.  The Buyer has advised the Seller that the Goods are to be used for the purpose set out in the quotation.

3.- Conditions applicable

3.1.- The express provisions of this Agreement shall apply to the sale of the Goods by the Seller to the Buyer.  Any provisions not set out in this Agreement, including those of the Buyer which the Buyer applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Seller to the Buyer, however such provisions are introduced (including but not limited to provisions included on purchase order(s), confirmations of order or similar documents) (‘Buyer’s Provisions’).  For the avoidance of doubt, the Buyer acknowledges and agrees that the Seller shall not be bound by any of the Buyer’s Provisions.

3.2.- The order for the Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the provisions of this Agreement.

3.3.- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of this Agreement.

3.4.- Any variation to the provision of this Agreement (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by a duly authorised representative of the Seller.

4.- Description

    The Buyer acknowledges and agrees that any description which is given or applied to the Goods:

    4.1.- is only for the purpose of identifying the goods; and

    4.2.- shall not make this Agreement a sale by description; and

    4.3.- is not relied on by the Buyer when entering into this Agreement.

    5.- Sample

      The Buyer acknowledges and agrees that where a sample of the Goods have been shown and/or inspected by the Buyer:

      5.1.- the sole purpose of so doing was to enable the Buyer to judge the quality of the bulk; and

      5.2.- does not constitute a sale by sample.

      6.- Price

      The Buyer shall pay the Price for the Goods as stated overleaf and not as stated in any quotation, estimate, documentation or given orally.

      7.- Payment

      7.1.- Payment for the goods shall be made within 30 days of delivery unless otherwise stated in the quotation.

      7.2.- All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer.

      7.3.- If payment is not received by the due date, the Seller shall be entitled:

      7.3.1.- to charge interest on the outstanding amount at the rate of 4% per annum above the base lending rate of HSBC Bank plc, accruing daily;

      7.3.2.- to require that the Buyer make a payment in advance of any delivery not yet made;

      7.3.3.- not to make any delivery.

      8.- Delivery

      8.1.- The Seller shall deliver the Goods to the address of the Buyer on the Delivery Date.  The cost of delivery shall be in addition to the Price.  The cost shall be subject to the method of delivery, and shall be payable at the same in the same manner as the price.

      8.2.- For the avoidance of doubt, the Delivery Date or other date given under this Agreement is no more than an estimate, and shall not be of the essence.

      9.- Risk

      The risk in the Goods shall pass to the Buyer on the Delivery Date.

      10.- Property

      10.1.- In spite of delivery having been made, property in the Goods shall not pass from the Seller until:

      10.1.1.- the Buyer shall have paid the Price plus VAT in full; and

      10.1.2.- no other sums whatever shall be due from the Buyer to the Seller

      10.2.- Until property in the Goods passes to the Buyer in accordance with clause 10.1 the Buyer shall hold the Goods and all of them on a fiduciary basis as Bailee for the Seller.  The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

      10.3.- Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller.  Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealing.  Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all materials time identified as the Seller’s money.

      10.4.- The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

      10.5.- Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller.  If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.  On the making of such request the rights of the Buyer under clause 10.3 shall cease.

      10.6.- The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller.  Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

      10.7.- The Buyer shall insure and keep insured the Goods to the full Price against all usual risks to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

      11.- Acknowledgement of examination

      The Buyer acknowledges and agrees:

      11.1.- The Seller has given the Buyer a reasonable opportunity to inspect the Goods:

      11.2.- That the Buyer has inspected the Goods;

      11.3.- That the Buyer has satisfied himself as to the condition of the Goods;

      11.4.- That the Seller has not given any warranty or condition as to the quality or fitness for any purpose of the Goods;

      11.5.- That all conditions or warranties, express or implied (whether by statute or otherwise) are expressively excluded;

      11.6.- That delivery of the Goods to the Buyer shall be conclusive evidence that the Buyer has examined the Goods and that the Goods are in conformity with the contract description, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required.

      12.- Replacement of Defective Goods

      12.1.- The Seller will, at its option, either make good by repair or the supply of a replacement, any Defect which, under proper use, appears in the Goods within a period of 24 hours after the Goods have been delivered, provided that:

      (1)The Buyer notifies the Seller in writing of the claimed Defect immediately on its appearance; and

      (2)The Seller is satisfied that the Defect arises solely from faulty design (other than a design made, furnished or specified by the Buyer for which the Seller has disclaimed responsibility in writing), materials or workmanship.

      12.2.- The repaired or replacement Goods will be delivered to the Buyer to the original place of delivery (at the expense of the Seller) and all the conditions of this Agreement shall apply to the replacement Goods.

      12.3.- As an alternative to Clause 12.1, the Seller shall be, in its absolute discretion, entitled to return the Price to the Buyer (if the Buyer has already paid the Price when the claimed Defect is notified by the Buyer to the Seller) or to waive payment of the Price by the Buyer (if the Buyer has not by then paid the Price) provided always in either case that all of the Goods supplied to the Buyer shall be returned to the Seller as aforesaid.

      12.4.- The remedy provided in this Clause 12 is without prejudice to the other provisions of this Agreement, including, without limitation, Clause 13 below.

      13.- Liability

      13.1.- Nothing in these terms shall exclude or restrict the Seller’s liability for death or personal injury resulting from the Seller’s negligence or its liability for fraudulent misrepresentation.

      13.2.- Subject to clauses 12 and 13.1 of these terms, the Seller shall not be liable by reason of any misrepresentation (unless fraudulent) or in contract tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause for any damages whatsoever.  Instead of liability in damages the Seller undertakes liability under (i) clause 12.1 and/or 12.3 or if and as applicable under (ii) clause 13.3.

          13.3.- If the Goods are not manufactured by the Seller or have been processed by a third party whether or not at either party’s request the Seller’s liability in respect of any defect in or arising from the Goods will be limited to such rights against the manufacturer or the third party as the Seller may have in respect of the Goods.  On written request, the Seller will provide details of its rights against the manufacturer or third party and any other terms and conditions imposed by the manufacturer or third party and so far as possible will on request assign to the Buyer any such rights.

          13.4.- Subject to clause 13.1 the Seller shall not be liable for misrepresentation (unless fraudulent) or in contract tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof for:

          (a)        any financial loss or liability the Buyer may have to a third party or any loss of profit, business, contracts, revenues, anticipated saving, reputation or goodwill: and/or

          (b)       any indirect or consequential damage of any nature whatsoever.

          13.5.- The Buyer will unconditionally fully and effectively indemnify the Seller against all losses, damages, penalties, costs on any indemnity basis and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim by any third party arising from the supply or use of the goods. This indemnity will be reduced in proportion to the extent that such losses, damages, penalties, costs and expenses are due to the Seller’s negligence.

          13.6.- Without prejudice to any other provisions of these terms in any event the Seller’s total liability for any one claim or for the total of all claims arising from any one act or default on its part (whether arising from its negligence or otherwise) shall be limited to the price of the Goods the subject matter of the claim.

          13.7.- Except as expressly provided in these terms (and except where the goods are sold to a consumer within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions of other terms implied by statute or common law are excluded to the fullest extent permitted by law (subject always to clause 13.1).  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 consumer are not affected by these terms.

          14.- Termination

          Without prejudice to any other right or remedy it might have, either party may terminate this Agreement at any time by notice in writing to the other party (*’Other Party’), such notice to take effect as specified in the notice if the Other Party becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is

          15.– General

          15.1.- Force majeure

          Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the party.  The party affected

          by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.  If such circumstances continue for a continuous period of more than six months either party may terminate the Agreement by written notice to the other party.

          15.2.- Amendments 

          This Agreement may only be amended in writing signed by duly authorised representatives of the parties.

          15.3.- Entire agreement

          This Agreement contains the whole agreement between the parties in respect of the sale of the Goods and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject-matter.  The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into the Agreement.  Nothing in this Agreement excludes liability for fraud.

          15.4.- Waiver

          No failure or delay by the Seller in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.  The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.

          15.5.- Agency, partnership etc

          This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement.  Neither party shall have, nor represent that it has any authority to make any commitments on the other party’s behalf.

          15.6.- Further assurance

          Each party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of the Agreement or to make it easier to enforce.

          15.7.- Severance

          If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

          15.8.- Interpretation

          In this Agreement unless the context otherwise requires:

          15.8.1.- words importing any gender include every gender;

          15.8.2.- words importing the singular number include the plural number and vice versa;

          15.8.3.- words importing persons include firms, companies and corporations and vice versa;

          15.8.4.- the headings to the clauses, schedules and paragraphs of the Agreement are not to affect the interpretation;

          15.8.5.- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by law made under that enactment;

          15.8.6.- where the word ‘including’ is used in the Agreement, it shall be understood as meaning ‘including without limitation’.

          15.9.- Notices           

          15.9.1.- Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by the first-class mail or air mail), to the address of the relevant party set out overleaf, or to the relevant facsimile number set out overleaf, or such other address or facsimile number as that party may from time to time notify to the other party in accordance with the clause.

          15.9.2.- Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).

          15.9.3.- In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the may be.

          15.10.-Law and Jurisdiction  

          The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts of which the parties submit.

          15.11.-Third parties  

          For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of the debt.