The company as named on this letter heading shall hereafter be referred to as ‘the vendor’. The company to whom the vendor is selling goods shall hereafter be referred to as ‘the Purchaser’. These terms and conditions shall apply to all quotations, orders and contracts unless specifically agreed to by the vendor in writing to the contrary.
1) The vendor shall sell and the purchaser shall purchase the goods in accordance and subject to these conditions, which shall govern the contract to the entire exclusion of any other terms and conditions express or implied. No action on the part of the vendor shall be construed as an acceptance of any other conditions. No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the purchaser and the vendor. These conditions, together with any matters referred to on the face of the vendor’s quotation or acceptance of order, embody the entire understanding of the parties and supersede all prior agreements, representations and warranties, whether oral or written.
2) Orders are subject to our acceptance. Quotations are without engagement and are subject to goods/services being available when the order is received. Nothing in this Agreement shall be deemed to place an obligation on the Vendor to accept an order from the purchaser. No binding contract shall in any way arise until the order has been accepted by the Vendor and confirmed by way of an "Order Confirmation" by Fax or by E-mail from the Vendors authorised representative. The vendor reserves the right not to complete an order if the purchaser’s creditworthiness subsequently proves unsatisfactory.
3)The time and/or date given for delivery is given as accurately as possible but is not guaranteed and we do not accept liability for non-delivery or delays of any kind.
4) Under no circumstances can we accept any liability for consequential loss / damage.
5) Claims for damaged material or shortages must be notified to the carriers and the vendor within three days. Non-delivery of goods must be reported to the carriers and the vendor within ten days of dispatch, otherwise no liability can be accepted in these cases.
6) The prices quoted refer to the quantities stated and do not apply to smaller or larger quantities unless agreed to by the vendor in writing.
7) All cables supplied are subject to tolerance factor of +/- 1.5%.
8) All quotations are subject to the conditions that the prices and terms will be those ruling on the day that the goods are ready for delivery.
9) Terms of payment are promptly nett thirty (30) days from date of invoice unless otherwise agreed in writing by the vendor and always providing that any account has been approved and opened. Payment of the account on the due date is a vital condition of the contract. Interest will be charged on all overdue accounts at the rate of 4% over Barclays Base Rate in force on the date upon which the invoice was raised. Additionally, the vendor reserves the right to recharge preferential discounts given on overdue accounts together with any costs incurred in recovery of a debt, which has exceeded the vendor’s payment terms.
10) The property in the goods shall only pass to the purchaser when the whole of the price invoiced has been paid. Until such payment has been made, the purchaser shall hold the goods on trust for the vendor and the purchaser shall be responsible for all loss or damage howsoever caused. The purchaser shall store such goods at no cost to the vendor and ensure they are clearly identified as belonging to the vendor until such time as payment for these goods has been made to the vendor.
11) In the event of any sale or disposition of the goods by the purchaser before the property in the goods shall have passed to the purchaser, the purchaser shall hold on trust for the vendor the whole of the proceeds of sale.
12) If the purchaser defaults in the punctual payment of any sum owing to the vendor then the vendor shall be entitled to the immediate return by the purchaser of all goods (or documents of title thereto) in which the property has not passed to the purchaser and the purchaser hereby authorises the vendor to recover the goods (or documents) and to enter any premises of the purchaser for that purpose. Any demand for, or recovery of, the goods (or documents) by the vendor shall not of itself discharge either the purchaser’s liability to pay the whole of the price and take delivery of the goods or the vendor’s right to sue for the whole of the price.
13) No goods may be returned for credit without prior agreement in writing. A handling charge shall be applied to any goods accepted for credit, which were correctly supplied. The vendor is unable to accept cancellation of orders without prior agreement in writing. Cancelled orders shall be liable to cancellation charges to cover the cost of goods/services bought or committed and work done. Additionally, if non-stock goods ordered specially need to be returned for any reason whatsoever these goods can only be accepted back by the vendor once confirmation has been received from the vendor’s supplier that the latter will accept the good back for credit.
14) The vendor cannot accept any liability for any product if it has been cut or tampered with in any way after delivery.
15) No quotation issued by the vendor is to be treated as an offer by the purchaser, but as a basis to treat, open for the period stated therein or, when no period is stated, then within thirty days after the date of quotation. If an order is placed on the basis of a quotation, such order shall be treated as an offer subject to these conditions and shall not be binding upon the vendor unless and until accepted by the purchaser in writing. Quotations are subject to the vendor being able to purchase and obtain the necessary materials.
16) Where cable is supplied on returnable drums the purchaser shall promptly arrange with the vendor to return the drums in good condition. Such drums shall be automatically invoiced and only credited on return to the place from which the vendor dispatched them.
17) Where the vendor has given the appropriate notice that goods are available for inspection and/or shipping, then if a delay occurs in inspecting and/or shipping through no fault of the vendor, then the purchaser shall pay against the invoice for the value of the goods held awaiting inspection and/or shipping.
18) The vendor will, wherever possible, ensure that products held as stock are procured from a Quality Assured source. However if this is not possible, the vendor may supply a product from sources other than the above, after ensuring that the goods supplied conform in every respect to the requirements of the order.
19) The vendor warrants that at the time of shipment the Products manufactured by the vendor and sold hereunder will be free from defects in material and workmanship, and will conform to specification as specified in the Order. Buyer shall notify the vendor immediately if any defect within this warranty should appear.
A) Warranty Adjustment:
(1) If any defect within this warranty appears, Buyer shall notify the vendor immediately.
(2) The vendor agrees to repair or furnish a replacement for, but not install, any Product which within ninety (90) days from the date of shipment by the vendor shall upon examination by the vendor prove defective within the above warranty.
(3) No Product will be accepted for return or replacement without written authorization of the vendor. Upon such authorization, and in accordance with instructions by the vendor, the product will be returned shipping charges prepaid by Buyer. Replacements made under this warranty will be shipped prepaid by the vendor.
B) Exclusions From Warranty.
(1) This warranty does not extend to Products which have been subjected to misuse, neglect, accident, improper installation or to use in violation of instructions furnished by the vendor.
(2) This warranty does not extend to or apply to any unit which has been repaired or altered at any place other than at the vendor's factory, or by persons not expressly approved by the vendor.
(3) Components purchased by Buyer from any supplier other than the vendor shall bear only the warranty given by the manufacturer of that product, and the vendor assumes no responsibility for the interface of the Products with any other product.
C) The foregoing warranty is in lieu of and excludes all other expressed or implied warranties, representations, and terms and conditions, including those relating to quality, fitness for purpose, or otherwise.
20) Force Majeure. If the vendor is prevented (directly or indirectly) from making delivery of the goods, or any part thereof, by reason of Act of God, war, strikes, industrial disputes, fires, explosions, breakdowns, failure of sources in supply of material, shortages or delay in obtaining fuel supplies, interruptions of transport, Government action, or any cause whatsoever outside the vendor’s reasonable control, then the vendor shall be under no liability whatsoever to the purchaser.
21) Any contract between the vendor and the purchaser shall be deemed to be made at London.