"the Buyer" is the person, firm or company ordering the Goods or the Services from the Seller;
"Goods" are all and any of the products or articles to be sold or supplied by the Seller to the
Buyer pursuant to any relevant order of the Buyer.
"Services" are all and any of the services including (without limitation) installation and other
work in respect of the Goods to be provided by the Seller to the Buyer pursuant to any relevant
order of the Buyer.
"the Contract" means the Contract for sales and
purchase of the Goods and/or the Services made between the Seller and the
Buyer to which the Conditions apply.
Application
These Conditions shall prevail over any inconsistent terms or conditions referred to in the Buyer's
order or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby
excluded and extinguished. No variation or waiver of or addition to the Contract shall be binding unless
expressly agreed or confirmed in writing by the Seller.
Quotations and Orders
Quotations, unless otherwise stipulated in the order, will be valid for a period of 30 days from
date of issue.
All quotations and contracts made by the Seller
incorporate these conditions as far as the same are not varied by any
special terms or conditions agreed in writing between the parties and any
terms and conditions in the Buyer's order which are inconsistent with these
conditions shall have no effect. Notwithstanding anything contained in the
Buyer's order, no contract shall come into existence until such order has
been accepted by an acknowledgement in writing by the Seller or dispatch of
goods or provision of services, whichever comes first. Any order for goods
or services shall be made in writing and an order placed by the Buyer
whether or not in response to a quotation of the Seller shall constitute an
offer made to the Seller subject to the Conditions.
Installation
In any case where the Contract requires the Seller to install the Goods in or on the premises of
the Buyer,
the Buyer shall afford the Seller's personnel access to such premises at all reasonable times,
shall provide a clean and safe work area,
and shall appoint a suitably competent employee to liaise with the Seller's personnel.
It is the Buyer's responsibility to ensure that any equipment requiring installation by the
Seller is positioned in its designated operating location prior to installation. The location
should be such as to allow safe access to all parts of the equipment for installation and
maintenance purposes.
It is the Buyer's responsibility to ensure safe and adequate electrical power supplies,
appropriate weight bearing conditions, and other facilities necessary or conducive to the proper
execution of the work.
The work carried out by the Seller will be in accordance with the specification accepted by the
Buyer. Any variations or additions shall be in the form of orders subject to Condition.
The installation shall be deemed to be complete
when the Seller is in a position to commission the installation
notwithstanding any work still outstanding by the Buyer or third parties.
Prices
Unless otherwise stipulated in the order, the prices payable for the Goods and Services shall be
the Seller's prices ruling at the date of acceptance of order.
All prices are exclusive of VAT, which shall be added (if applicable) at the rate in force at
the time of dispatch.
Payment
Unless otherwise stipulated in the Contract, payment of the price shall be made in cash, or by
letter of credit, or other means specified by the Seller, on the placing of the Buyer's order,
or in any case where the Seller has granted credit facilities to the Buyer, within 30 days from
the date of the Seller's invoice (or, in the case of any of the Goods returned within 7 days of
delivery in accordance with Condition 12 and found to be defective, from the date of re-delivery
to the Buyer).
The Buyer shall in no circumstances be entitled to make any deduction from the price payable by
way of setoff or otherwise in respect of any claim or counter-claim which it may have against
the Seller.
If the Buyer shall default in payment of the price on the due date, without prejudice to any
other of the Seller's rights, interest shall accrue thereafter from day to day (as well before
as after judgement) on any sums outstanding until payment is made, at an annual rate of 4% above
the Lloyd's TSB Bank PLC base rate for the time being in force.
If the Buyer shall default in payment of the price on the due date or if the Seller has any
other reason for believing the Buyer's credit standing to be impaired the Seller shall, without
prejudice to any other of its rights, have the right to:
Demand forthwith payment for all Goods delivered or Services provided to the Buyer which
the supplier has not paid for whether or not any such payment is due; and/or
To provision of the Goods and the Services and any other Goods and Services which were
to withhold delivery or have been supplied or provided by it to the Buyer until such
payment is made in full, and/or
To supply the Goods and the Services and any such
other Goods and Services on a cash-on-delivery of cash-in-advance basis or
to require the Buyer to provide security for future payments in a manner
and amount satisfactory to the Seller.
Delivery and Risk
In any case where the Contract provides that the Goods are sold Ex Works, CIF, FOB or FOB
Airport or on the basis of any other relevant trade term the meaning of such term contained in
ICE Incoterms (1980) shall apply as it expressly incorporated in the Contract to the extent that
it is not inconsistent with any of the Conditions.
Dispatch due dates are approximate only and whilst it will use its best endeavours to adhere to
such dates the Seller shall be under no liability for any loss, injury. Damage or expense
consequent upon any delay in delivery from whatever cause including (without limitation) the
Seller's negligence. Delay shall not entitle the Buyer to cancel any order or to refuse to
accept delivery of all or any of the Goods or all or any other Goods to be supplied by the
Seller to the Buyer.
The Seller shall at its own discretion be entitled to store at the risk of the Buyer any Goods
which the Buyer refuses or fails to accept or which the Seller is, otherwise than as a result of
its own default, unable to deliver and the Buyer shall in addition to the invoice price pay all
costs and expenses of such storage and any additional costs of carriage incurred as a result of
such refusal or failure of the Buyer or inability of the Seller. The Goods shall for all
purposes be deemed to have been delivered to the Buyer on the date of the first attempted
delivery thereof and shall be invoiced to the Buyer accordingly.
The risk in the Goods shall pass to the Buyer on
their delivery by the Seller in accordance with paragraph (a) of this
Condition or to the Buyer's carrier or other agent.
Title
Title to the Goods shall pass to the Buyer when (i) the Goods and (ii) all other Goods the
subject of any other Contract between the Seller and the Buyer which, at the time of payment of
the full price of the Goods under the Contract, have been delivered to the Buyer but not paid
for in full, have been paid for in full.
Until title to the Goods has passed to the Buyer in
accordance with paragraph (a) above or (if appropriate) the Seller shall
have installed the Goods in or on the premises of the Buyer (whichever shall
first occur) the Buyer shall so far as practicable keep the Goods separate
from other goods on its premises and to as to be readily identifiable as
Goods of the Seller, shall on all occasions when the ownership of the Goods
is relevant make clear to third parties that the same are the property of
the Seller, and shall not resell or create any mortgage, charge or other
encumbrance over the Goods. If the Buyer shall default in payment of the
price or any part thereof on the due date, if a receiver is appointed over
all or any part of its assets or undertaking, or a winding up order is made
against it, or it enters into voluntary liquidation (otherwise than for the
purpose of reconstruction or amalgamation) or calls a meeting of or makes
any arrangement or composition with its creditors or commits an act of bankruptcy, or if the
Seller has any other reason for believing the Buyer's credit standing to be impaired, the Buyer
shall immediately place the Goods at the Seller's disposal. At the same time the Seller shall
without prejudice to any other of its rights, be entitled to enter the Buyer's premises and do
all other things necessary to remove the Goods without incurring any liability for damage caused
in so doing and the Buyer shall afford the Seller all reasonable assistance to locate and take
possession of the Goods. Nothing in this Condition confers or is intended to confer on the
Seller any rights in or over any of the Goods other than the Goods as supplied by the Seller and
which have not been used or mixed with or embodied in other products in any way.
Missing Goods
If the Goods are not received within 5 working days of the date of the corresponding invoice the Buyer
shaft give immediate notice to the Seller. If no such notice is given it shall be deemed that the Goods
have been delivered in accordance with the Contract.
Cancellation
The Buyer shall not be entitled to cancel the Contract or any part thereof without the agreement in
writing of the Seller. If the Seller so agrees the Buyer shall pay a cancellation charge of 15% of the
invoice value of the Goods the supply of which is cancelled and in addition, in the case of Goods which
are manufactured in accordance with any special designs, instructions or requirements supplied by the
Buyer, shall pay the Seller such sum as the Seller shall consider reasonable as reimbursement for the
costs and expenses of all labour, tools and materials employed, undertaken or acquired in connection
with such manufacture.
Force Majeure
The Seller shall not be liable to the Buyer for any loss or damage arising directly or indirectly from
any
failure or delay in the performance of the Contract where such failure or delay is caused by
circumstances beyond the Seller’s reasonable control. Such circumstances shall include (without
limitation) acts of God, war, riot, civil commotion, strikes, lock-outs or other industrial disputes,
accidents, breakdown of plant or machinery, fire, flood, drought, explosion, failure or shortage of
power
supplies, difficulties in obtaining labour, materials or transport, refusal, suspension or revocation of
any
licence or permit, or any act, order, regulation or request of any government or other competent
authority, or failure of the Seller’s usual suppliers or carriers.
In the event of any such circumstances, the Seller shall be entitled to a reasonable extension of time
for
the performance of its obligations under the Contract and shall not be deemed to be in breach thereof.
Warranty, Liability and Indemnity
The Seller warrants that the Goods shall for a period of 12 months be free from defects in
workmanship and materials. Where relevant an engineer will attend site within 24 hours of the
fault being reported. The warranty period shall commence from the date of commissioning for
systems installed by the seller and from the date of despatch to the Buyer for all other Goods.
In order to fulfill its obligations under this section the Seller may:
Replace the Goods found by the Seller in its sole judgement not to conform to the
warranty: or
Take such steps, as the Seller deems necessary to
bring the Goods into a state where they are free from such defects.
PROVIDED THAT:-
The liability of the Seller in respect of any of the Goods shall in no event
exceed the price of such Goods;
Performance of either of the above options (as limited by (a) above) shall
constitute an entire discharge of the Seller's liability under the warranty. The
foregoing warranty is conditional upon:-
The Seller receiving from the Buyer within 7days of the date of
discovery of defects notice of the alleged defect, the serial number of
the allegedly defective Goods and their date of delivery;
The Buyer affording the Seller reasonable opportunity to inspect the
allegedly defective Goods or, at the Seller's request and in accordance
with its shipping instructions, returning them to the Seller's nominated
works, suitably packed and carriage pre-paid, for inspection;
The Buyer not having, without the consent of the Seller, made any
changes to the Goods or combined them with any other goods or software;
The Buyer using and maintaining the Goods properly and carefully in
accordance with any instructions or recommendations of the Seller;
The Buyer making no further use of the allegedly defective Goods after
the time at which the Buyer discovers or ought to have discovered that
defect.
If it is found in the Seller's sole judgement that the alleged defect is not covered by the
terms of the foregoing warranty or if the warranty claim is made outside the relevant warranty
period or notice of the alleged defect is given outside the said notice period the Seller shall
so inform the Buyer and the Buyer shall have the option to have the Goods repaired or replaced
nonetheless, in which event the Buyer shaft pay the cost of repair or replacement of the Goods
at the Seller's then current rates (unless a Maintenance Contract is in force covering the Goods
concerned in which case the terms of the Maintenance Contract apply.) and all costs of carriage
of such Goods to and from the Buyer's premises.
The Seller warrants that it will exercise reasonable skill and care in providing the Services.
Save as provided in Conditions 12 (a) and (c) the Seller shall have no liability to the Buyer
(except in respect of death or personal injury resulting from negligence) in respect of any
defect in the Goods or in the provision of the Services or other breach of Contract of
whatsoever nature of other default or negligence on the part of the Seller and all conditions,
warranties or other terms, whether express or implied, in relation to the Goods and the
Services, their quality, standard and fitness for any purpose are hereby excluded. Without
limiting the foregoing:-
The Seller shall not be liable in respect of any loss or damage whatsoever arising from
the claim of any person against the Buyer nor for any loss of profits, loss of business,
economic loss or other consequential loss or damage suffered by the Buyer,
All recommendations and advice given by or on behalf of the Seller to the Buyer as to
methods of storing, using or operating the Goods, the purposes to which the Goods may be
applied and the suitability of the Goods for use in connection with any other equipment
are given without liability on the part of the Seller:
All drawings, photographs, illustrations, specifications, performance data, dimensions
and the like contained in any literature or other material supplied by the Seller under
or in connection with the Contract or otherwise communicated to the Buyer are provided
or made by the Seller in the belief that they are as accurate as reasonably possible,
but they do not constitute a description of the Goods, nor shall they be taken as
representations by the Seller nor are they warranted to be accurate;
The Buyer shall indemnify the Seller in respect
of all damage or injury caused to the property and personnel of the Seller
or any other person, firm or company (including all costs and expenses
associated therewith) caused by the act or omission (negligent or
otherwise) of the Buyer, its employees, agents, or sub-contractors in
connection with the Contract.
Patent Infringement
In the event of any claim being made or action threatened or brought against the Buyer in
respect of any infringement of any patent or other intellectual properly right of any third
party as a result of the sale, importation or use of the Goods it shall be a condition of any
liability which the Seller may have to the Buyer with regard there to that the Buyer shall give
to the Seller the earliest possible notice thereof and shall permit the Seller at the Seller's
expense to conduct any litigation which may ensue and to undertake all negotiations for
settlement thereof. The Buyer shall not make, and the Seller shall not, without its prior
consent in writing be bound by any settlement or compromise of any such claim or action It shall
be a further condition of any such liability that the Buyer shall not have made any changes to
the Goods or combined them with any other goods or software, whether or not the Seller shall
have consented to such change or combination.
The Buyer warrants that any instructions or
designs furnished or given by it to the Seller in connection with the
Contract shall not be such as will cause the Seller in performing the
Contract to infringe any intellectual property or other right and the
Buyer shall indemnity the Seller in respect of any loss or damage
whatsoever arising from any claim of any person against the Seller in
respect of the manufacture of the Goods in compliance with such
instructions or designs or the sale, importation or use of the Goods so
manufactured.
Software Licence
Any software whether on tape, disk or other reproductive medium or device supplied as pan of or in
connection with the Goods is supplied by way of the Seller's non-exclusive licence to the Buyer to use
such software only in or in respect of the Goods. In this connection the Buyer shall at the Seller's
request execute and deliver such licence-to-use agreements as are appropriate to such software in such
form as the Seller shall require.
Card imaging
Although the greatest possible care is taken in the choice of material and inks used in the
manufacture of our products their suitability for specific use must be detailed by the Customer
and unless specifically agreed in writing by the Company, no warranty or condition is given or
shall be implied that the goods supplied are suitable for the purposes for which they are
bought.
Customer's alterations on and after first proof, including alterations in style will be charged
extra ad valorem In no circumstances can responsibility be accepted for any errors and/or
omissions not corrected by the Customer at proof stage and which are subsequently carried
forward to the production.
Customer's property when supplied will be held entirely at Customer's risk, as regards fire, or
other unforeseen damage. Every care will be taken to get the best results when the Customer
supplies materials and/or tools but responsibility will not be accepted for imperfect work
caused by defects in or unsuitability of materials and/or tools so supplied.
No responsibility will be accepted for the quantity of prints received from the Customer or
their Agents, unless they are packed in equal packets of stated quantity accompanied by advice
notes. No responsibility for quality of prints supplied by the Customer or their Agents will be
accepted. All prints so supplied will be processed and charged for. The Customer supplies their
own prints; overs of 10% or an agreed quantity, packed and marked separately must be supplied
for the Company to supply within 10% of the ordered quantity.
Where the Customer supplies prints bearing serial numbers or different addresses etc, every
effort will be made to keep these in order, but the Company will not accept any responsibility
to do this. Collation may be undertaken subject to separate estimate.
Credit Card/Security Cards, where applicable,
cards are supplied generally in accordance with ISO standards (ISO 7810,
7811, 7813 & 7816) prior to embossing. The Company cannot accept
liability for imprinting performance when cards have been embossed on
users/embossing bureau equipment where this is beyond our control.
Security cards will be despatched via registered post or security carrier
at Customer's cost.
Confidentiality
The Buyer shall keep and shall procure that its directors, employees and agents shall keep confidential.
Shall use only in connection with the Goods and shall not copy or alter or part with possession of or
disclose to any other person, firm or company any drawings, descriptions. Parts lists and other
technical or promotional material which is properly to be regarded as confidential to the Seller and
which is supplied by the Seller or acquired by the Buyer in connection with the Contract.
Marking
The Buyer shall not erase, remove, cover, deface or alter any trade mark or copyright notice, guarantee
or other statement or marking affixed or applied by the Seller on or to either the Goods or any
technical or promotional material relating to the Goods.
Assignment
The Contract is personal to the Buyer who shall have no right to assign or delegate all or any of its
rights and obligations hereunder.
Waiver
Failure on the part of the Seller to exercise or enforce any right conferred by the Contract shall not
be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof
or of any other right on any later occasion.
Notices
Any notice to be given hereunder shall be given by sending the same in a pre-paid registered letter or
by to the principal place of business of relevant party or to such other address as such party may have
notified to the other for the purposes hereof. Any notice sent by post shall be deemed (in the absence
of evidence of earlier receipt) to have been served 2 days after despatch.
Laws and Jurisdiction
The Contract shall be governed by and construed and interpreted in accordance
with English law. The Seller and the Buyer submit to the exclusive
jurisdiction of the English courts in respect of any dispute arising out of
or in connection with the Contract.