Terms & Conditions of Sale
TERMS & CONDITIONS OF SALE OF INDUCTION TECHNOLOGY GROUP LIMITED
"The Company" shall refer to Induction Technology Group Limited
"The Customer" refers to the person, firm or company with whom or with which the Company Contracts subject to these conditions
"Contract" refers to the Contract made or to be made between the Company and the Customer subject to these conditions
"Products" shall mean any articles, products, products or services to be supplied (whether on hire or by sale) by the Company to the Customer under Contract
1. CONDITIONS OF SALE APPLY
a. The Company's conditions of sale shall apply to and govern any Contract between the Company and Customer to the exclusion of any condition contained on or in any order form letter, receipt acknowledgement, or other document emanating from the Customer and no variation of these Terms and Conditions shall be effective unless expressly agreed by the Company in writing.
a. The Company reserves the right to make without notice to the Customer any improvement or alteration in the material, specification, dimensions, or design of the Products which it thinks reasonable or desirable or which it is required to make by law and such improvements or alterations shall not affect the validity of the Contract.
b. It shall be the responsibility of the Customer to immediately give the Company information required to proceed with the Contract and to ensure that the capacity and performance of the Products are sufficient and suitable for the purpose or purpose intended.
c. Any sizes, weights and dimensions of Products provided by the Company in a quotation are approximate only.
3. PRICE & PAYMENTa. Any quotation provided by the Company, whether written or oral, shall be deemed to be an invitation to treat and not an offer. The placing of any order, whether written or oral shall constitute an offer by the Customer and no acceptance shall be be binding upon the Company and no Contract shall come into existence unless and until the Company shall have accepted the Customer's offer in writing by dispatching an acknowledge of order to the Customer.
d. The price payable is exclusive of delivery and insurance unless expressly stated otherwise upon the quotation.
e. All orders are subject to a minimum carriage and packing charge of £12 and orders under £50 are accepted at the Company's discretion.
f. The price payable is exclusive of any applicable value added tax, which the Customer shall be additionally libale to pay.
g. Payment of all sums due to the Company shall be made in full within 30 days of the invoice which shall be tendered to the Customer "the Due Date") subject to clause (7) failing which the Company reserves the right to cancel delivery of the Products to the Customer.
h. In default of payment being trade by the Due date the Company may:-
i. Suspend all work under all or any Contracts with the Customer or suspend or cancel any delivery of any products due to the Customer;
ii. appropriate any payment made by the Customer in respect of any Products in settlement of such invoices or accounts in respect of such products as the Company may in its absolute discretion think fit;
iii. charge interest at the rate of 8& per annum above the base rate from time to time of the Bank of England on any overdue amount from the day following the Due Date until the date of receipt of cleared funds.
i. Where the company agree to provide the Customer on the basis of an account and credit arrangement the Company may:-
i. In its absolute discretion set and re-alter the Customer's credit limit;
ii. Suspend delivery of the Products to the customer should the price payable for such Products cause the amount owed by the Customer to exceed the Customer's credit limit.
iii. Require the customer to discharged in full within 30 days of the date of the invoice rendered by the Company to the customer should the price payable that will become due upon delivery for the Products together with all other indebtedness of the Customer to the Company not exceed the Customer's credit limit.
j. Not withstanding that the Company may agree in writing a credit arrangement with the Customer the price payable shall become due and payable to the Company immediately upon termination of the Contract between the Company and the Customer.
a. The Company shall notify the Customer of the date upon which the products will be delivered ("the Delivery Date") and the Company shall deliver the products to the address provided by the Customer on the Delivery Date.
b. Any Delivery Date given by the Company to the Customer shall be an estimate only. Time shall not be of the essence and the Company shall not be responsible for late delivery or failure to deliver through any cause which is beyond the control of the Company.
c. Unless otherwise agreed in writing their Customer shall be bound to accept Products ordered by him on being notified by the company that they are ready for delivery.
d. If the customer fails to take delivery at the time required by the Contract the Company shall be entitles without prejudice to any other rights it may have to either treat the Contract as at and end and resell the products, or to invoice the Products where upon payment in full shall become due forthwith and in either case to charge at rates giving an economic return for the handling and the storage of products from the invoice date to the eventual date of delivery to the Customer or disposal elsewhere as the case may be and the Customer shall be liable to pay any premium in respect of the insurance of such products from the date on which he is notified that the products are ready for delivery.
e. Delivery will be made ex the Company's works and the price payable is calculated on that basis.
f. The Company may discharge delivery by instalments and if Products are Contracted to be delivered by instalments and if Products are Contracted to be delivered by instalments late delivery of one instalment shall not entitle the Customer to reject and other instalment under the same Contract.
g. All orders correctly executed by the Company and subsequently agreed in writing to be returned to the Company for credit will be subject to a 15% handling charge.
All products shall become the Customer's risk as from the date of delivery or attempted delivery to the Customer or the Customer's agent.
6. RETENTION OF TITLE
a. Products which are the subject of a Contract between the Company and the Customer shall remain the shall remain the sole and absolute property of the Company as legal and equitable owner until payment of all sums due to the Company from the Customer on any accounts whatsoever have been received in full by the Company.
b. Where payment is effected by cheque the Company shall not have received payment until that cheque has been honoured and the amount credited to the Company's bank account.
c. Until the property in the Products is vested in the Customer, in accordance with (a) above, the Customer shall not pledge the Products and shall separately store and mark the Products so that they are readily identifiable as the property of the Company.
d. Until otherwise notified by the Company pursuant to sub-clause (e) below, or until the happening of any events set out in sub-clause (f) below the Customer may use the Products in the normal course of its business and may deliver the Products to a third party pursuant to a bona fide and arms length agreement to resell the Products but such liberty will cease upon the termination of the contract.
e. No failure or delay on the part of the Company to require any compliance by the Customer of its obligations hereunder shall operate as a waiver thereof.
f. Where the Company is unable to determine whether any Products are in fact the Products which are the subject of a Contract between the Company and the Customer shall be deemed to have sold all of the Products of the kind supplied by the Company to the Customer in the order in which they were invoiced to the Customer.
g. The Company shall be entitles to serve notice on the Customer indicating its intention to retake possession of its Products and/or terminating the Customers authority to use or sell the Products under the above if the Customer is in breach of the payment terms under this Contract. On receipt of such notice from the Company or on the happening of any of the events set out in sub-clause (j) below:-
i. The Customers authority to use or sell Products shall forwith cease, and;
ii. All Products which are the property of the Company shall be immediately delivered to the Company, and the Company via it's employees or agents shall have the right to enter upon any land, building or vehicles of the Customer to take possession of its Products and (if necessary) to dismantle the Products from any thing to which they are attached and any expenses incurred by the Company including legal or other fees in so taking possession shall be payable by the Customer.
h. If within seven days of the date when the Company has taken possession of the Products the Customer makes full payment of all sums then due or owing to the Customer together with the costs of so taking possession of the Products, then the Company will redeliver the products to the Customer at the Customer's expense.
i. If within seven days of the date when the Company has taken possession of the Products the Customer has failed to pay all sums due or owing to the Company, then the Company may resell the Products and shall pay to the Customer the balance of any sums received upon the resale of the Products having deducted all sums due or owing front the Customer the balance of any sums received upon the resale of the Products having deducted all sums due or owing front the Customer to the Company together with costs of taking Possession of and reselling the Products. If the sums received by the Company upon resale of the Products fail to exceed all sums due or owing from the Customer to the Company together with the costs of taking possession of and resale of the Products then the Customer remains responsible and mist discharge in full any shortfall to the Company.
j. The events referred to in sub-clauses (d) and (e) above are:-
i. Any notice to the Customer that a receiver or manager is to be or has been appointed or if any encumbrance shall take possession of all or any port of it's assets;
ii. Any notice to the Customer that a petition to wind up or other process to liquidate the Customer is to be or has been presented or issues or the passing of a resolution to wind up the Customer (save for the purposes of a bona fide reconstruction or amalgamation);
iii. A decision by the Customer that a petition to wind up or other process to liquidate the Customer is to be or has been presented or issued or the passing of a resolution to wind up the Customer (save for the purposes of a bona fide reconstruction or amalgamation)
iv. Any distress execution or other process is levied and enforced upon or sued against any chattels or property of the Customer;
v. The inability of the Customer to pay its debts as such expression is defined in the Companies Act 1985 or any statutory re-enactment thereof for the time being in force;
vi. The commission by the Customer of any act of bankruptcy as defined in the Insolvency Act 1986 or any statutory re-enactment or modification thereof.
7. LIMITATION OF SELLER'S LIABILITY
a. In any case where it is established to the satisfaction of the Company that there has been a short delivery or that the Products have been damaged (whether wholly or in part) prior to delivery the Company will replace them or where the Products have been damaged accept their return and credit the Customer with the price thereof provided that the Products are examined by the Customer immediately upon delivery and any complaint y the Customer of short delivery of or damage to the Products shall have been notified to the Company immediately upon delivery and confirmed in writing within 2 days of delivery.
b. In any case where it is established to the satisfaction of the Company that when delivered Products contained some defect in quality or description the Company may (entirely at the Company's discretion) assign to the Customer the benefit of any express guarantee or warrant received by the Company from the manufacturer or supplier of the Products, failing which the Company will
i. Replace the Products without further charge, or;
ii. Accept the return of the Products and credit the customer with the price thereof, or;
iii. Make the Customer an allowance being the difference between the value of the Products at the time of the complaint by the Customer and the invoice price provided that any complaint by the Customer shall have been notified to the Company immediately upon delivery and confirmed in writing within 2 days of delivery.
c. If the Company discovers before Performance of its contractual obligations commence or whilst its progressing problems which could not reasonably have been foreseen or discovered beforehand and which affect materially the Company's ability to perform its contractual obligations in accordance with the Company's standards at the prices quoted it shall have the right to vary the price. If on notification of such variation the Customer accepts the variation in writing he shall be bound to pay them in substitution for the prices originally shown on the quotation and shall otherwise remain fully bound by the terms of the Contract. If the Customer does not accept the revised prices the Company may cancel the Contract worth with whereupon the Company shall be entitled to make a charge on a quantum merit basis for work done and expenses incurred. Save as aforesaid neither part shall be under any further liability to the other to make compensation or other payments so that the Customer shall be entitled to the return without interest of any deposit made by him.
d. Except where the Company' liability is for death or personal injury as a result of negligence in no event shall the Company be liable for the following loss or damage howsoever caused and even if forseeable or in the contemplation of the parties:-
i. Economic loss (which shall include loss of profits business revenue goodwill and collateral damage);
ii. Administrative and overhead costs;
iii. Damages in respect of special indirect or consequential loss or damage;
iv. Any claim made against the Company by any other party;
e. To the extent permissible by Law, all warranties conditions or terms other than those expressly set out in this Contract are excluded including but not limited to all implied and statutory conditions.
f. The Company shall not be bound by any warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in the Contract.
g. The Company shall be under no liability if the Products are not paid for by the Due Date.
h. Save where the Company is liable for death or personal injury, the Company's entire liability shalt in any event be limited to the value of the Contract.
8. SELLER'S RIGHT OF RECISSION
Any contract the Company has with the Customer shall be operational upon an order by order basis. Nothing in these terms and conditions shall imply and continuous shall imply any continuous relationship between the Company and the Customer.
a. Should any sum owing by the Customer to the Company be overdue whether under the same or any other Contract, or
b. Should the Customer be in breach of any term of the same or any other Contract with the Company, or
c. Should the Customer enter into any composition or arrangement with or for the benefit of its creditors, or have a receiving order in bankruptcy made against him or (if a corporate body) should go into liquidation either voluntary or compulsory or under supervision or have a receiver appointed over all or any of its assets or if the Customer threatens to cease trading.
9. FORBEARANCE BY SELLER
No forbearance or indulgence by the Company shown or granted to a Customer whether in respect of these terms and conditions shall in any way affect or prejudice the rights of the Company against the Customer or to be taken as a waiver of any of these standard conditions.
10. FORCE MAJEURE
The Company shall not be liable for failing to perform the Contract whether wholly or in part if the failure is caused wholly or partly by any circumstance or circumstances outside the Company's control.
The Company shall be entitled to assign sub-contract or sub-let this Contract or any part thereof. The Customer shall not be entitled to assign this Contract.
12. PROMOTIONAL MATERIAL
No drawings, descriptive matter weight, dimensions or shipping specifications issued by the Company or the manufacturer or the Products, nor the descriptions arid illustrations contained in the Company's nor manufacturers catalogues, price lists or other professional material will form part of the Contract nor be regarded as a warranty or representation relating to the Products.
The Company and the Customer agree that if any term of this Contact shall be adjudged by a Court of competent jurisdiction to be void or unenforceable but would be valid and enforceable if some parts or parts thereof were deemed delated or if it were deemed varied or modified in some way then such provision shall apply with such modification or variation necessary to make it valid and effective.
The numbers and headings in these conditions are for ease of reference only and do not form part of them for the purpose of construction.
These terms and conditions are governed by and are to be construed in accordance with English law and are subject to the exclusive jurisdiction of the English Courts.
16. THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from this Contract.