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‘The Seller’ means Scanprobe Techniques Limited
‘The Buyer’ means the person, firm, company or other legal entity from whom an order for goods is received by the Seller
‘The Goods’ means the goods, the subject of the contract or contracts to which these conditions apply.
These conditions contain the entire obligations between the Seller and the Buyer and in the case of any inconsistency between any letter or quotation incorporating or referring to these conditions and any order or form of contract sent by the Buyer to the Seller whatever may be their respective dates, the provisions of these conditions shall prevail. No variation of these conditions shall be binding unless made in writing and signed by authorised representatives of the Seller and the Buyer respectively. Any concession made or latitude allowed by the Seller to the Buyer shall not affect the strict rights of the Seller under these conditions. If, in any particular case, any of these conditions or any part or parts thereof shall be held to be invalid or shall not apply to the contract such condition or part or parts thereof shall be severed and the remaining conditions shall continue in full force and effect
Notices to be served hereunder shall be sent by first class post or fax with the correct answer back code to either party at its last known address. Notice shall be deemed to have been served by post three working days after posting and by fax one working day after the fax is received. The Seller and the Buyer agree to give the other notice of any change of address within seven days of such change taking place and if such notice is not given then notices may be validly served at the last known address of the Seller or the Buyer as the case may be.
Quotations and subject to confirmation in writing by a director or other duly authorised representative of the Seller on receipt of order and may be withdrawn or revised by the Seller unless and until so confirmed.
Unless previously withdrawn a quotation shall remain open for a Buyer to place an order on the basis thereof for 30 days after issue after which period it shall be deemed to have been withdrawn.
Unless otherwise stated all quotations are net ex works and exclusive of VAT.
Orders are only accepted subject to these Conditions.
Except where previously agreed in writing, the Seller’s prices shall be those ruling at the date of despatch of the Goods. If, at any time between the date of acceptance of an order by the Seller and delivery of the Goods Seller’s costs are increased by:-
variations in wages, materials or other costs;
any relevant fluctuation in currency exchange rates;
legislative measures of any government or legislature involving new or additional duties or charges or;
any increase in road haulage rates, railway, airfreight or shipping freights or when goods are sold at a price which includes insurance any increase in costs of such insurance. The Seller reserves the right to adjust the invoice price by such an amount as shall fairlyrepresent the increase in cost to the Seller and the invoice price so adjusted shall be payable as if it were the original contract price.
If required by the Buyer the Seller may but shall be under no obligation to arrange insurance and transportation on the Buyer’s behalf and at the Buyer’s expense and all such insurance and transport arranged by the Seller shall be deemed to have been arranged by the Seller as Agent for the Buyer.
The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyer’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, agents, officers or employees.
All times or dates given for delivery of the Goods are given in good faith but without any responsibility on behalf of the Seller. Time shall not be of the essence of any contract nor shall the Seller be under any liability for delay in delivery for any reason whatsoever whether or not such reason is beyond the Seller’s reasonable control unless otherwise expressly agreed in writing at or before the date of the order in which case the Seller’s liability shall be limited to such liquidated damages as may be specifically agreed in writing. Without prejudice to the generality of the foregoing, any delay in delivery of any installment of Goods shall not entitle the Buyer to refuse any subsequent installment or otherwise repudiate the contract.
The Goods shall cease to be at the risk of the Seller when they leave the Seller’s works, thereafter all Goods will be at the risk of the Buyer.
Unless otherwise agreed by the Seller in writing delivery shall take place at the Seller’s premises.
Where it is agreed that delivery shall take place otherwise than at the Seller’s premises the Buyer shall be responsible for and shall supply all necessary machinery, equipment and labour and pay all incidental costs relating to the off-loading and taking of delivery of the Goods at the agreed place.
Time for payment shall be of the essence of the contract and payment must be made in full on or before the 20th day of the month following the date of the invoice. In default of payment on the due date, the Seller, without prejudice to any other rights, may charge interest at the rate of 2 ́% per month on all money due to the Seller under the particular contract and shall be entitled to recover in full any legal or other incidental costs.
The Buyer shall not be entitled to exercise any right of set-off, lien or any other similar rights of claim.
Any discount offered will be shown on the quotation and/or the invoice and will only be allowed if the Buyer adheres strictly to the terms thereof.
It the Goods are delivered In installments payment shall be due in respect of the Installments whereof delivery has been made whether or not the Buyer claims that any of the Goods are defective.
If upon the terms applicable to any order the price shall be payable by installments or if the Buyer has agreed to take specified quantities of Goods at a specified time, a default by the Buyer of payment of any due installment or the failure to give delivery instructions In respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due and payable forthwith.
Every delivery of Installments and every delivery of any quantity of Goods under the terms of an order shall be deemed to constitute a separate contract to which the conditions hereof shall apply and failure by the Seller to deliver any one or more of the Installments or any part of any installment shall not permit the Buyer to treat such failure as a repudiation of the contract In respect of any further installment
If the Buyer fails to pay for a delivery of an installment or for a delivery of any quantity of Goods in accordance with the terms of the order, the Seller may at its discretion, without prejudice to any other rights, whether as to damages or otherwise, which it may have against the Buyer, treat the contract as repudiated in which case the Buyer shall have no claim whatsoever against the Seller or alternatively may store the Goods at the Buyer’s risk and expense.
Without prejudice to any of the rights the Seller may have under these conditions, if a Seller receives information which throws doubt on the credit worthiness of the Buyer, then the Seller may have the right to demand Immediate payment of all outstanding invoices and to demand payment on account in respect of orders which have been placed and confirmed In writing by the Seller but or which no invoices have been submitted and if no payment In advance is made in respect of such orders, the Seller may at Its absolute discretion. without any liability whatsoever, treat such orders as cancelled.
The title in all Goods delivered by the Seller will remain vested in the Seller and shall not pass to the Buyer until the last of the following events namely payment in full of the price of the Goods and payment in full of every sum owing by the Buyer to the Seller under or arising from any transaction or sale or on any account whatsoever.
Until payment has been made in accordance with (a) above the Buyer will so keep the Goods that they may be clearly identifiable as the property of the Seller and are separate from other goods and products purchased by the Buyer.
The Buyer shall be entitled to sell the Goods for money to a bona fide customer in the normal course of business and to deliver the same pursuant to such sale.
At any time before the happening of the last event mentioned (a) above the Seller may by notice in writing to the Buyer determine the Buyer s right to sell any Goods then in its possession and/or control and the Buyer shall thereupon return all such Goods to the Seller and shall cease to be in possession of the Goods with the consent of the Seller and at any time after giving such notice the Seller shall be entitled to enter upon any premises where any Goods supplied to the Buyer by the Seller are or are reasonably believed to be and may remove them.
No claim for non-delivery, partial loss or damage to the Goods will be accepted by the Seller unless notified in writing by the Buyer to the Seller (with a copy to the carrier if a carrier has been used to deliver the Goods):-
within 3 days of receipt of the Goods concerned for partial loss or damage and;
within 10 days of the date when the Goods should have been received.
In the event of any matter giving rise to complaint in respect of the quality of the Goods which would be apparent to the Buyer on reasonable inspection the Buyer must give written notice thereof to the Seller within 14 days from the date of delivery.
In the event of a complaint in respect of a matter not apparent on reasonable inspection the Buyer must give written notice thereof to the Seller within seven days of the defect complained of coming to the attention of the Buyer and/or its employees or agents but in any event no later than six months from delivery of the Goods in question.
The Seller’s liability in the event of a valid claim for non-delivery or partial loss or damage and in respect of Goods which the Seller. agrees are not of reasonable quality is limited to giving the Buyer a reasonable credit or allowance in respect thereof (or at the option of the Seller to replace the Goods) but in no circumstances whatsoever shall the maximum liability of the Seller for defective Goods or for non-delivery, partial loss or damage exceed the invoice value of the Goods concerned. Where any such credit or allowance is made of the Goods are replaced as aforesaid, the Buyer shall make no further claim against the Seller whatsoever in respect of the Goods or for any alleged consequential loss arising from their defective condition or non-delivery, partial loss or damage.
The Seller gives no warranty or representation whatsoever relating to the Goods and none shall be implied in any contract entered into by the Seller and any such condition or warranty or representation relating in any way to the subject matter of the contract is hereby excluded insofar as the same can be legally excluded.
The Seller shall not be liable to the Buyer for loss of profit actual or contingent or consequential losses, expenses or damages howsoever arising suffered or incurred by the Buyer.
Any recommendation or suggestion relating to the use of the Goods made by the Seller either in technical literature or in response to a specific enquiry or otherwise is given in good faith but it is the responsibility of the Buyer to satisfy himself as to the suitability of the Goods for his own particular purpose. The Seller will not accept any liability for damage or injury caused by incorrect use of the Goods.
Nothing in these conditions shall exclude or restrict the liability of the Seller for death or personal injury resulting from the negligence of the Seller.
The Seller shall not be liable to the Buyer for any loss or damage or expense whatsoever due to any cause beyond its control including (without prejudice to the generality of the foregoing expression) acts of government , acts of war, civil war, strikes, lock outs, labour disputes, riots, civil commotion, fire, lightning, aircraft, shipping, transport, explosion, flooding, act of God, illegality, breakdown, accident, theft. After the cessation of any such events the Seller shall not be called upon to make any suspended deliveries in one lot but may recommence delivery upon restored conditions subject, if appropriate, to a variation in the contract price to cover any increase in cost arising from any cause beyond the Seller s control.
If the period of delay extends beyond a reasonable period then either party may terminate the contract as regards any Goods then undelivered provided that if the Buyer cancels the contract the Seller may by counter-notice in writing given within 28 days of such cancellation require the Buyer to take and pay for at a proper proportion of the contract price any of the Goods manufactured or adapted or in the course of manufacture or adaptation to the Buyers design or specification and any Goods or materials which the Seller has purchased or has contracted to purchase for the purpose of the contract and for which there is no other market readily available to the Seller.
All illustrations, drawings, catalogues and descriptive matter are of a generally informative nature only and do not form part of the specification or description of the Goods except to the extent of expressly incorporated into the contract. The Seller shall be entitled without giving notice of the same to the Buyer to make such reasonable modifications in specifications, descriptions. designs, materials or finishes as it deems necessary or desirable and the Buyer shall not be entitled to object to or reject the Goods by reason of any such modification.
Notwithstanding that a sample of the Goods be exhibited to and is inspected by the Buyer such sample is so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall purchase the Goods at its own risk as to their corresponding with the said sample and subject to the normal variation between bulk and sample accepted by the trade.
The Buyer cannot cancel the contract without the written consent of the Seller.
he Seller shall be entitled to terminate the contract forthwith by notice without prejudice to any of its other rights:-
if the Buyer (whether under this or any other contract between the Buyer and the Seller) is overdue with any payment or commits any breach of contract which is incapable of remedy or which if capable of remedy it fails to remedy within 14 days of the Seller’s notice to do so or;
if any distress or execution shall be levied on the Buyer’s assets or the Buyer shall make or offer to make any arrangement or composition with its creditors or commit an act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer or if the Buyer is a limited company and any resolution or petition to wind up the same (other than for the purposes of the reconstruction or amalgamation of a solvent company) shall be presented or passed or if a Receiver or Receiver and Manager be appointed of the Buyer s assets and undertaking or any part thereof or:
if serious doubts arise as to the solvency of the Buyer.
The Seller shall without prejudice to its rights to terminate be entitled to suspend further deliveries of Goods under this or any other contract.
in any of the events mentioned in paragraph (b) of this condition or;
if and to the extent that the value of the Goods delivered but not paid for exceeds, or if delivered would exceed. the Buyer’s credit limit whether or not advised to the Buyer and whether or not payment is overdue.
The headings set out in these conditions are for reference only and shall be disregarded in construing and interpreting these conditions.
These conditions and any contract of which they form part shall in all respects be governed by English Law and shall be deemed to have been made in England. The parties hereby submit to the exclusive jurisdiction of the English Courts.
Special orders are non-returnable. Standard products - a re-stocking charge will apply.