|
Our Contact details:
Works Address
Tecni-Cable Ltd
5 CommerceWay
Walrow Industrial Estate
Highbridge
Somerset
TA9 4AG
United Kingdom
Registered Offices:
Tecni-Cable Ltd
54 Merryfield
Mark
Somerset
TA9 4NB
United Kingdom
Tel: +44 (0) 845 5190 650
Fax: +44 (0) 845 5190 655
Email: support@tecni-cable.com
VAT Registration Number GB 864 5873 77
Registered in England Company No. 5340355
1. Interpretation
1.1 In these Conditions:-
"BUYER" means the person who accepts a quotation of the Seller for
the sale of the Goods or whose order for the Goods is accepted by the
Seller
"GOODS" means the goods (including any instalment of the goods or
any parts for them) which the Seller is to supply in accordance with
these Conditions
"SELLER" means TECNI-CABLE LTD (or any associated or subsidiary
company of it)
"CONDITIONS" means the standard terms and conditions of sale set out
in this document and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the Buyer
and the Seller
"CONTRACT" means the contract for the purchase and sale of the Goods
"WRITING" includes telex, cable, facsimile transmission and
comparable means of communication
1.2 Any reference in these 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 the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in
accordance with any written quotation of the Seller which is accepted
by the Buyer, or any order of the Buyer which is accepted by the
Seller, subject in either case to these Conditions, which shall govern
the Contract to the exclusion of any other terms and conditions subject
to which any such quotation is accepted or purported to be accepted, or
any such order is made or purported to be made, by the Buyer.
3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted
by the Seller unless and until confirmed in Writing by the Seller's
authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the
accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer, and for giving the Seller any
necessary information relating to the Goods within a sufficient time to
enable the Seller to perform the Contract in accordance with its terms.
3.3 Thequantity, quality and description of and any specification
for the Goods shall be those set out in the Seller's quotation (if
accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be
applied to the Goods by the Seller in accordancewith a specification
submitted by the Buyer, the Buyer shall indemnify the Seller against
all loss, damages, costs 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 for infringement of any patent,
copyright, design, trade mark or other industrial or intellectual
property rights of any other person which results from the Seller's use
of the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the
specificationof theGoods which are required to conform to any
applicable statutory requirements or EC requirements or, where the
Goods are to be supplied to the Seller's specification, which do not
materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled
by the Buyer except with the agreement in Writing of the Seller and on
terms that the Buyer shall indemnify the Seller 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 Seller as a result of cancellation.
4. Price of the Goods
4.1 The price of the Goods shall be the Seller's quoted price or,
where no price has been quoted (or a quoted price is no longer valid),
the price listed in the Seller's published price list current at the
date of despatch of the order. Where the goods are for export from the
United Kingdom, the Seller's published export price list shall apply.
All prices quoted are valid for 30 days only or until earlier
acceptance by the Buyer, after which time they may be altered by the
Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at
any time before delivery, to increase the price of the Goods to reflect
any increase in the cost to the Seller which is due to any factor
beyond the control of the Seller (such as, without limitation, any
foreign exchange fluctuation, currency regulation, alteration of
duties, significant increase in the costs of labour, materials or other
costs of manufacture), any change in delivery date, quantities or
specifications for the Goods which is requested by the Buyer, or any
delay caused by any instructions of the Buyer or failure of the Buyer
to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or
in any price list of the Seller, and unless otherwise agreed in Writing
between the Buyer and the Seller, all prices are given by the Seller on
a delivered basis, but where the Seller agrees to deliver the Goods
otherwise than at the Seller's premises, the Buyer shall be liable to
pay the Seller's additional charges for transport, packaging and
insurance.
4.4 The price is exclusive of any applicable value added tax, which
the Buyer shall be additionally liable to pay to the Seller at the
prevailing rate applicable at the time of despatch of the goods.
5. Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer
and the Seller, the Seller shall be entitled to invoice the Buyer for
the price of the Goods on or at any time after delivery of the Goods,
unless the Goods are to be collected by the Buyer or the Buyer
wrongfully fails to take delivery of the Goods, in which event the
Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of
the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days (or a
pre-agreed period of time for specific Customers) of the date of the
Seller's invoice, notwithstanding that delivery may not have taken
place and the property in the Goods has not passed to the Buyer. The
time of payment of the price shall be of the essence of the Contract.
Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to the Seller,
the Seller shall be entitled to cancel the contract or suspend any
furtherdeliveries to the Buyer; and charge the Buyer interest (both
before and after any judgment) on the amount unpaid, at the rate of 3
per cent per annum above the United Kingdom base rate of interest from
time to time, until payment in full is made (a part of a month being
treated as a full month for the purposeofcalculating interest).
5.4 Where delivery is made by instalments each separate delivery
shall constitute a separate order for the purposes of payment.
6. Delivery
6.1 Any dates quoted for delivery of the Goods are approximate only
and the Seller shall not be liable for any delay in delivery of the
Goods howsoever caused. Time for delivery shall not be of the essence
unless previously agreed by the Seller in writing. The Goods or any
part of them may be delivered by the Seller in advance of the quoted
delivery dateupon givingreasonable notice to the Buyer.
6.2 Where the Goods are to be delivered in instalments, each
delivery shall constitute a separate contract and failure by the Seller
to deliver any one or more of the instalments in accordance with these
Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
6.3 If the Seller fails to deliver the Goods for any reason other
than any cause beyond the Seller's reasonable control or the Buyer's
fault, the Buyer shall give written notice to the Seller within 7 days
of the expected date of delivery and the Seller's liability shall be
limited to the excess (if any) of the cost to the Buyer (in the
cheapest available market) of similar goods to replace those not
delivered over the price of the Goods.
6.4 If the Buyer fails to take delivery of the Goods or fails to
give the Seller adequate delivery instructions at the time stated for
delivery (otherwise than by reason of any cause beyond the Buyer's
reasonable control or by reason of the Seller's fault) then, without
prejudice to any other right or remedy available to the Seller, the
Seller may store the Goods until actual delivery and charge the Buyer
for the reasonable costs (including insurance) of the storage; or sell
the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) charge the Buyer for any
shortfall below the price under the Contract.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered otherwise than at the
Buyer's premises at the time when the Seller notifies the Buyer that
the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered at the Buyer's premises,
at the time of delivery or, if the Buyer wrongfully fails to take
delivery of the Goods, the time when the Seller has tendered delivery
of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Conditions, the property in the Goods
shall not pass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the price of the Goods and all other
goods agreed to be sold by the Seller to the Buyer and previously
invoiced whether or not actually delivered.
7.3 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent
and bailee, and shall keep the Goods separate from those of the Buyer
and third parties and properly stored, protected and insured and
identified as the Seller's property, but shall be entitled to re-sell
or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer
(and provided the Goods are still in existence and have not been
resold), the Seller shall be entitled at any time to require the Buyer
to deliver up the Goods to the Seller and, if the Buyer fails to do so
forthwith, to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge
by way of security for any indebtedness any of the Goods which remain
the property of the Seller, but if the Buyer does so all moneys owing
by the Buyer to the Seller shall (without prejudice to any other right
or remedy of the Seller) forthwith become due and payable.
8. Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that
the Goods will correspondwith their specification at the time of
delivery which specifications shall be determined by the terms of the
Contract and not by any drawings, photographs, illustrations or other
descriptive matter accompanying the Seller's estimates or contained in
any advertising matter.
8.2.1 the Seller shall be underno liability in respect of any defect
in the Goods arising from any drawing, design or specification supplied
by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any
defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Seller's
instructions (whether oral or in writing) misuse or alteration or
repair of the Goods without the Seller's approval;
8.2.3 the Seller shall be under no liability under the above
warranty (or any other warranty,condition orguarantee) if the total
price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or
equipment not manufactured by the Seller, in respect of which the Buyer
shall only be entitled to the benefit of any such warranty or guarantee
as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except
where the Goods are sold to a person dealing as a consumer (within the
meaning of the Unfair Contract Terms Act l977), all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.
8.4 Any claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to correspond with
specification shall (whether or not delivery is refused by the Buyer)
be notified to the Seller within 7 days from the date of delivery. If
delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and
the Seller shall have no liability for such defect or failure, and the
Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is
based on any defect in the quality or condition of the Goods or their
failure to meet specification is notified to the Seller in accordance
with these Conditions, the Seller shall be entitled to replace the
Goods (or the part in question) free of charge or, at the Seller's sole
discretion, refund to the Buyer the price of the Goods (or a
proportionate part of the price) in respect of which liability arises,
but the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the
Seller's negligence, the Seller shall not be liable to the Buyer 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
whatsoever (and whether caused by the negligence of the Seller, its
employees or agents or otherwise) which arise out of or in connection
with the supply of the Goods or their use or resale by the Buyer, and
the entire liability of the Seller under or in connection with the
Contract shall not exceed the price of the Goods, except as expressly
provided in these Conditions.
8.7 The Seller shall not be liable to the Buyer 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 Seller's obligations in relation to the
Goods, if the delay or failure was due to any cause beyond the Seller's
reasonable control. Without prejudice to the generality of the
foregoing, the following shall be regarded as causes beyond the
Seller's reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil
disturbance or requisition;
8.7.3 acts, restrictions, regulations, by-laws, prohibitions or
measures of any kind on the part of any governmental, parliamentary or
local authority;
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lock-outs or other industrial actions or trade
disputes (whether involving employees of the Seller or of a third
party);
8.7.6 difficulties in obtaining raw materials, labour, fuel, parts
or machinery;
8.7.7 power failure or breakdown in machinery.
9. Insolvency of Buyer
9.1 This clause applies if:
9.1.1 the Buyer 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 ofamalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business;
or
9.1.4 the Seller reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Buyer and notifies
the Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other
right or remedy available to the Seller, the Seller shall be entitledto
cancel theContract or suspend any further deliveries under the Contract
without any liability to the Buyer, and if the Goods have been
delivered but not paid for the price shall become immediately due and
payable notwithstanding any previous agreement or arrangement to the
contrary.
10. Export Terms
10.1 In these Conditions "Incoterms" means the international rules
for the interpretation of trade terms of the International Chamber of
Commerce as in force at the date when the Contract is made. Unless the
context otherwise requires, any term or expression which is defined in
or given a particular meaning by the provisions of Incoterms shall have
the same meaning in these Conditions, but if there is any conflict
between the provisions of Incoterms and these Conditions, the latter
shall prevail.
10.2 Where the Goods are supplied for export from the United
Kingdom, the provisions of this clause 11 shall (subject to any special
terms agreed in writing between the Buyer and the Seller) apply
notwithstanding any other provision of these Conditions.
10.3 The Buyer shall be responsible for complying with any
legislation or regulations governing the importation of the Goods into
the country of destination and for the payment of any duties thereon.
10.4 Unless otherwise agreed in Writing between the Buyer and the
Seller, the Goods shall be delivered to the air or sea port of shipment
and the Seller shall be under no obligation to give notice under
section 32(3) of the Sale of Goods Act 1979.
10.5 Payment of all amounts due to the Seller shall be made by
irrevocable letter of credit opened by the Buyer in favour of the
Seller and confirmed by a bank in England acceptable to the Seller or,
if the Seller has agreed in Writing on or before acceptance of the
Buyer's order to waive this requirement, by acceptance by the Buyer and
delivery to the Seller of a current account cheque in sterling drawn on
a Bank in England within 30 days of the invoice date.
11. General
11.1 Any notice required or permitted to be given by either party to
the other under these 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.
11.2 No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent breach of the
same or any other provision.
11.3 If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby.
11.4 The Contract shall be governed by the Laws of England and the
parties agree to submit to the non-exclusive jurisdiction of the
English Courts.
|
