Terms & Conditions
GOODS AND SERVICES
General Application
These terms and conditions (“Conditions”) apply without exception to all contracts between the Company and the Customer and provide for the sale of Goods and the supply of Services by the Company.
Definitions
In these Conditions these words have the following meanings:
“the Company” Compact Science Systems, Lymedale Business Park, Hooters Hall Rd, Newcastle under lyme, Staffs, ST5 9QF as the supplier of the Goods and/or Services to the Customer;
“the Contract” any contract under which the Company sells Goods and/or supplies Services to the Customer;
“the Customer” the individual, firm, company or any other party with whom the Company contracts for the supply of Goods and/or Services;
“Goods” the whole or any part of goods or any spare part fitted or installed by the Company’s service engineer (including any Unfitted Spare Parts except as expressly excluded in Clause 10.2) which the Company is to supply in accordance. with these Conditions;
“the Relevant Date” the date referred to in Clause 5.1;
“the Services” the services which the Company is to provide in accordance with these Conditions;
” Unfitted Spare Parts” shall mean any spare part provided by the Company but not fitted or installed by the Company’s service engineer.
Interpretation
3.1 References to clauses (except where the context otherwise requires) are references to the clauses set out herein.
3.2 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.
3.3 Nothing in these Conditions shall restrict the statutory rights of a Customer who deals as a consumer.
Contract Procedure/Documentation
4.1 The Contract will only come into existence once the Company has received and formally accepted the Customer’s order either by issue of an order acceptance in response (by way of the Company’s “Acknowledgement of Order” form, or otherwise), or by shipment of the order. Until such an order acceptance is issued or the order is shipped, whichever is applicable, the Company will not be under any obligation to the Customer.
4.2 The Contract will be subject to these Conditions exclusively and, unless otherwise agreed in writing by the Company, these Conditions will override any terms or conditions stipulated or referred to by the Customer in its order or pre-contract negotiations. Except as provided in Clause 4.3 an employee, representative or agent of the Company has no authority to agree any term or make any representation which is inconsistent with these Conditions or to enter into any Contract except in accordance with these Conditions. The Company reserves the right to correct any clerical or typographical errors made by its employees in respect of any Contract at any time.
4.3 Any term or representation inconsistent with these Conditions will only bind the Company if it is in writing and signed by either the Technical Director of the Company or the Product Manager of the Company, The words “unless otherwise agreed in writing by the Company” in these Conditions mean unless otherwise agreed in writing and signed by either the Technical Director of the Company or the Product Manager of the Company .
4.4 All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams or specifications concerning the Goods or Services made or given by or on behalf of the Company before contract, whether in catalogues, brochures, leaflets, price lists or otherwise, are for the purposes of information and guidance only. Unless and until orders are accepted by the Company on the basis of such estimates or quotations they shall not be binding upon the Company.
Payment
5.1 For the purposes of these Conditions the Relevant Date means, in respect of the sale of Goods, the earlier of the date on which:-
5.1.1 the Company dispatches the Goods to the Customer;
5.1.2 the Customer defaults in its obligations under Clause 6.1; or
5.1.3 the Customer is invoiced by the Company and in respect of the supply of Services, the date on which the Customer Is invoiced by the Company.
5.2. Payment of the full price (including any VAT) will be made by the Customer in cash or cleared funds not later than thirty days from the Relevant Date. U nless otherwise agreed in writing by the Company, where the Goods or Services are to be supplied outside the United Kingdom payment shall be made to the Company by the Customer in the currency invoiced by irrevocable letter of credit confirmed by a bank acceptable to the Company covering the price and all shipping, transport, insurance and other additional costs or charges.
5.3 Time for payment will be of the essence of the Contract.
5.4 Without prejudice to any other rights of the Company, the Company shall be entitled to interest at the rate of 4% above the base rate of Barclays Bank plc and compensation on all late payments pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and any statutory modification or re-enactment thereof from time to time in force,
5.5 The Customer shall pay to the Company, in addition to other amounts payable hereunder, any costs reasonably incurred by the Company (including, without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to the Company from the Customer hereunder.
5.6 Non-payment on a due date will entitle the Company to demand payment of any outstanding balances whether due or not. Any such demand for payment shall render the relevant outstanding balances payable forthwith.
5.7 The Customer will not be entitled to withhold payment of any invoice by reason of any right of set-off or any claim or dispute with the Company and the Customer shall pay all amounts due hereunder without deduction or deferment.
5.8 All prices quoted are exclusive of VAT and any other duties, taxes or charges payable in respect of the Goods and/or the Services which the Customer will pay in addition to the price.
5.9 While every effort will be made to meet the Customer’s individual requirements, the Company shall be under no obligation to accept amendments or cancellations of any order or any part thereof.
5.10 The Company may suspend performance of its obligations if for any reason it considers that the Customer will not make payment in accordance with these Conditions
Cancellation
6.1 The Company may defer or cancel any deliveries of Goods and cancel or suspend the performance of Services and/or treat the Contract as determined if:
6.1.1 the Customer fails to make any payment when it becomes due whether in respect of the Customer’s obligations under the Contract, or otherwise;
6.1.2 the Customer enters into any composition or arrangement with its creditors or otherwise becomes insolvent and/or unable to pay its debts as the same fall due;
6.1.3 the Customer passes a resolution for winding-up or a Court makes an order to that effect or an administrator is appointed or circumstances arise which would entitle a Court or other person to appoint an administrator to manage the Customer’s affairs, business and property or a receiver or administrative receiver is appointed of any of the Customer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or if the Customer takes or suffers any similar or analogous action in consequence of debt;
6.1.4 the Customer breaches any of these Conditions; or
6.1.5 any other event occurs which the Company considers may jeopardise its interest in the Goods or its prospects of receiving payment for the Goods or Services.
6.2 Clause 6.1 is without prejudice to the Company’s right to the full purchase price for the Goods or full payment for the Services. The Company will be entitled to damages for any consequential loss it suffers due to the determination of the Contract.
6.3 Save as expressly provided herein, cancellation by the Customer will only be accepted at the discretion of the Company. Acceptance of any cancellation will only be binding on the Company if in writing and signed by either the Technical Director of the Company or the Product Manager of the Company. Any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting from the cancellation will be paid by the Customer.
6.4 Immediately upon the occurrence of any of the circumstances set out in Clause 6.1 above the Customer (including without limitation any administrator, liquidator, receiver or administrative receiver appointed in respect of the Customer’s business o r any part of it) shall cease to sell the Goods (whether or not title has passed in accordance with Clause 13.1 below) and the Company’s licence permitting the sale of the Goods by the Customer shall be withdrawn.
Liability
7.1 Save as expressly provided herein and subject to Clause 7.2 and Clause 10, the full extent of the Company’s liability shall be as provided in this Clause 7.1:-
7.1.1 the Company accepts that it will be liable for death and/or personal injury caused by its negligence without limit;
7.1.2 the Compan y . accepts that it will be liable for damage to the Customer’s property or any other property situated at or adjacent to the worksite to the extent caused by the Company’s negligence up to the limit specified in Clause 7.3, and the Customer agrees to release, indemnify and hold the Company harmless from and against any liability caused by the Customer’s negligence; and
7.1.3 where the Customer suffers loss attributable to a component part of the Goods or to a component supplied within the Services which was manufactured by a third party, the Company shall endeavor to pass on to the Customer any warranty it obtained in respect of the same.
7.2 Save in respect of liability for negligence, the Company will only be liable to the Customer in respect of the matters set out in this Clause 7 if:-
7.2.1 the Customer informs the Company of the defect as soon as is reasonably practicable;
7.2.2 the defect is notified to the Company within twelve months of the delivery of the Goods or performance of the Services (as applicable);
7.2.3 no unauthorised repairs or alterations have been made to the Goods or so as to modify the result of the Services (as applicable) by any person;
7.2.4 the Goods or the product of the Services have, where applicable, been stored, installed, maintained and used in the proper environment, with reasonable care and in accordance with any directions given by the Company or any other relevant manufacturer;
7.2.5 at the Company’s request the Customer returns the Goods or the Customer provides authority for the Company to inspect the Goods or the result of the Services; and
7.2.6 such liability does not arise as a result of any defect comprised in any component part not manufactured by the Company, any defect in any component part supplied by the Customer or any defect arising as a result of the Customer’s specification, instruction or design.
7.3 Notwithstanding anything in this Contract to the contrary and save for the liability of the Company for death or personal injury caused by its negligence, the liability of the Company under the Contract (whether by reason of breach of contract, tort or otherwise, including under indemnific
ation provisions (if any)), but except for breach of warranty (the sole remedy for which shall be as provided in Clause 10), shall be limited to the lesser of £50,000 and the value of the Contract save that where such limitation would not be valid on grounds of unreasonableness by operation of law or otherwise then the entire liability of the Company under or in connection with the Contract shall not exceed the sum of £100,000.
7.4 In no event shall the Company be liable for any damages for loss of use of facilities or equipment, loss of business or revenue, loss of anticipated savings, loss of profits or loss of goodwill and/or indirect or consequential losses regardless of whether the Company: (a) has been informed of the possibility of such damages; or (b) is negligent; provided that this Clause shall not limit in any way the liability of the Company for death or personal injury caused by its negligence.
7.5 Where the Company agrees to repair or replace Goods or rectify Services any time specified for delivery or performance under the Contract will be extended for such period as the Company may reasonably require to accommodate such repair, replacement or rectification.
7.6 The Company shall not be liable for any loss or damage whatsoever arising as a result of the Goods or the Services not conforming with any building, health and safety or other legislative or regulatory requirements in respect of any use to which the Goods or the product of the Services may be put unless such use has been notified to the Company and accepted by a director of the Company in writing prior to order acceptance.
7.7 The Company’s warranty and Customer’s remedies in these Conditions are in substitution for any other warranties, rights, obligations, representations, undertakings, liabilities, terms and/or conditions (whether they are express or implied, or arise in contract, tort or otherwise and irrespective of the negligence of the Company, its employees or agents) in connection with the Goods and/or Services (including without limitation any relating to condition, performance, satisfactory quality, fitness for purpose, conformity with description or sample, care and skill or compliance with representations, but excluding implied statutory warranties relating to title) and all such warranties, rights, obligations, representations, liabilities, terms or conditions are hereby expressly excluded.
GOODS
Prices
8.1 Unless otherwise agreed in writing by the Company and subject to Clause 4,4, any specific written quotation by the Company for the Goods remains open for acceptance for 30 days from its date of issue.
8.2 The price of the Goods will be as stated in the Company’s acceptance of the order.
8.3 The Company may also, so far as is reasonable, increase its prices at any time to take account of any increase in the cost to the Company of supplying the Goods:
8.3.1 due to any error or inadequacy in any specification, instruction or design of the Customer; and/or
8.3.2 due to any modification to the Goods carried out by the Company at the Customer’s request.
8.4 Where the Company agrees to accept returns of Goods for credit, the Company reserves the right to make a handling charge of 15% of the invoice price of the Goods returned and this charge will be deducted from the credit given.
Delivery
9.1 The Company will use its reasonable endeavors to deliver the Goods by any agreed delivery date or within any agreed delivery period but time for delivery will not be of the essence of the Contract. Any agreed period for delivery will begin to run from the later of the date of order acceptance and the date on which the Company receives all necessary information from the Customer to enable work on the Goods to begin. The Company will not be liable for any failure to deliver by such date or within such period. The Customer shall not be entitled to cancel or to delay or refuse payment should delivery be made after th e established delivery date.
9.2 Unless otherwise agreed in writing by the Company, the Customer will give the Company all necessary instructions and will ensure that the Company is able to so deliver the Goods and off-loading will be at the Customer’s sole risk and expense. The Company reserves the right to complete delivery at any point suitable for its vehicles within the main entrance of the site or building specified for delivery by the Customer.
9.3 Unless otherwise agreed in writing by the Company, orders for delivery within the United Kingdom will be delivered at the Customer’s cost by whatever means the Company considers appropriate. The Company will be entitled to add a reasonable charge for insurance, packaging and delivery to the Contract price and the Customer shall pay such charge when invoiced.
9.4 Unless otherwise specified, for all orders for delivery outside the United Kingdom :
9.4.1 cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Customer. Cases and other containers are not returnable; and
9.4.2 such orders shall be on FOB basis, for delivery to Manchester International airport and FOB prices will include dock or airport charges. Deliveries to docks or airports other than London may be subject to additional charges.
9.5 The Goods may be delivered by the Company in advance of any agreed delivery date or the expiry of any agreed delivery period upon giving reasonable notice to the Customer.
9.6 If the Customer fails to accept delivery within ten days of notice in writing that the Goods are ready for delivery, the Customer shall pay all costs and expenses incurred by the Company, whether in respect of handling, transportation, storage or otherwise. In the event the Customer fails to perform its obligations under Clause 9.6 then the Company may sell or otherwise dispose of the Goods without prejudice to Its rights against the Customer in respect of monies due hereunder in respect of such Goods. If the Customer wishes to advance the scheduled date for delivery the Company may agree to the same subject to the payment by the Customer of the Company ‘s charges therefor.
9.7 The Company will not be liable for any loss or damage to any Goods left with the Company as a result of breach by the Customer of its obligations. under Clause 6.1 whether or not such loss or damage is attributable to the negligence or wilful default of the Company, its employees or agents.
9.8 Where Goods are returned for any reason other than that set out in Clauses 10.2 and 10.3 the Company reserves the right to make a charge against the Customer towards the costs incurred by the Company for carriage, inspection, packaging and the time involved as a result of such return.
Goods Warranty
10.1 The Customer will carefully examine the Goods on receipt and notify the Company immediately of any:-
10.1.1 damage reasonably discovered on Inspection;
10.1.2 damage arising in transit;
10.1.3 short or over delivery; or
10.1.4 loss of Goods within five days of receipt or (in the case of total loss) of receipt of invoice or other notification of dispatch. The Customer shall give the Company written confirmation of any such damage, loss, over delivery or shortage. If no such written confirmation is received by the Company within such five day period then the Customer will be deemed to have accepted the Goods in satisfaction of the corresponding order. Within fourteen days of the Company’s request the Customer will return any damaged or over delivered Goods to the Company. The Company’s liability, if any, will be limited to replacing or (atits option) repairing such damaged Goods.
10.2 The Company warrants that the Goods, excluding Unfitted Spare Parts will operate substantially in conformity with the Company’s published specifications, when ubjected to normal, proper and intended usage by properly trained personnel, for a period of 12 months after shipment to the Customer. Some specified parts have a lesser warranty period. Where this is the case, the warranty period shall be specified on the documents accompanying those Goods and shall take precedence over this Clause 10.2. For the avoidance of doubt, all other clauses in these Terms and Conditions shall apply to such Goods. The Company also warrants that, when subjected to a normal, proper and intended usage by properly trained personnel Unfitted Spare Parts will operate in conformity with published specifications for a period of 12 months after shipment unless otherwise specified elsewhere.
10.3 The Company agrees during the above warranty periods described in Clause 10.2, provided it is promptly notified in writing upon the discovery of any material defect and further provided that all costs of returning the defective Goods to the Company are pre-paid by the Customer, to repair or replace, at the Company’s option, defective Goods so as to cause the same to operate in substantial conformance with the said specifications, Replacement Spare Parts may be new or refurbished, at the election of the Company. All replaced Spare Parts shall become the property of the Company. Shipment to the Customer of repaired or replacement Goods shall be made in accordance with the provisions of Clause 9 above. All consumable or expendable items and glassware (including without limitation) lamps, fuses, bulbs, filaments are expressly excluded from the warranty under this Clause. The Company’s sole liability with respect to equipment, materials, Spare Parts or software furnished to the Company by its third party suppliers shall be limited to the assignment by the Company to the Customer of any such third party supplier’s warranty to the extent the same is assignable. In no event shall the Company have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by or on behalf of the Customer, (iv) use of the Goods in a manner for which they were not designed, (v) causes external to the Goods such as, but not limited to, power failure or electrical power surges or (vi) use of the Goods in combination with equipment or software not supplied by the Company. If the Company determines that Goods for which the Customer has requested warranty services are not covered by the warranty hereunder, the Customer shall pay or reimburse the Company for all costs of investigating and responding to such request at the Company’s then prevailing time and material rates. If the Company provides repair services or Replacement Spare Parts that are not covered by the warranty provided in this Clause, the Customer shall pay the Company therefor at the Company’s then prevailing time and materials rates. Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Goods, performed by any person or entity other than the Company without the Company’s prior written approval, or any use of Replacement Spare Parts not supplied by the company, shall immediately void and cancel all warranties with respect to the affected Goods.
10.4 The obligation created by Clause 10.3 to repair or replace defective Goods shall be the sole remedy of the Customer in the event of defective Goods. Upon the replacement or repair of defective Goods undertaken by the Company in accordance with this Clause, the Company does not warrant that such defective Goods will, after such replacement or repair be error free or that the Goods will perform to their original specifications.
10.5 The Company does not warrant that the Goods are fit for any particular purpose of or intended use by the Customer, and it is for the Customer to satisfy itse lf that the Goods are so fit.
10.6 The Customer hereby represents that it is a competent user of the class of Goods to be supplied hereunder, that it has satisfied or is able to satisfy itself that the Goods are safe to use, and that it will institute a safe system of working for the use of the Goods. The Customer shall indemnify the Company against any claim by any third party that that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by the Company or any defect in the design, specification or manufacture of the Goods.
Customer’s Duties
11.1 The Goods, especially chemicals, may be dangerous if not properly used or .stored and the appropriate precautions taken. The Customer accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and/or safety to which use of the Goods may give rise and acknowledges that where the Goods are manufactured to a design supplied by the Customer, the Company will not undertake any research as to the risks to health and/or safety which may arise from use or storage of the Goods. Where the Goods are manufactured to a design supplied by the Customer, the Customer shall comply with all the duties which may be implied at law on a designer and/or manufacturer of the Goods.
11.2 The Customer shall indemnify the Company against any claim proceedings, costs, loss, damage or liability suffered by the Company as a result of any failure by the Customer, or any other person involved with the Goods, to take such steps or ensure compliance with the duties referred to in Clause 11.1 above.
Intellectual Property/Tools
12.1 The Customer shall not use or deal with the Goods or the Company’s catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Company under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the Goods. The Company shall have no liability for the infringement of any rights of any third party arising from the use of the Goods in combination with other Goods, trademarks or processes not supplied by the Company.
12.2 Where the Goods are manufactured to the design or specification of the Customer, the Customer warrants that such design or specification does not infringe the rights of any third party.
12.3 Tools used in the manufacture of the Goods remain the property of the Company unless the Customer is invoiced for and pays the entire cost of tooling. The use, safekeeping and maintenance of the Customer’s tools (even if in the Company’s possession) shall be at the Customer’s risk. If, after reasonable notice the Customer fails to remove any tools in the Company’s possession the Company shall be entitled to destroy or otherwise dispose of the tools without payment or compensation to the Customer.
Title/Risk
13.1 The Company shall retain ownership of the Goods, notwithstanding delivery to the Customer, until:
13.1.1 all sums due to the Company from the Customer, whether in respect of the Goods or otherwise, have been paid in full; or
13.1.2 the Customer uses or processes the Goods such that they lose their identity or are irrecoverably incorporated in or mixed with other Goods; or
13.1.3 the Customer sells them on arm’s length terms in good faith to an unrelated third party.
13.2 Whilst the Goods remain the property of the Company:
13.2.1 the Company, its employees and agents may at any time whilst sums remain payable to the Company from the Customer with or without notice and with appropriate transport enter any premises where the Goods or any product manufactured from or incorporating the Goods are kept to recover them;
13.2.2 the Customer may use the Goods in the normal course of its business on the condition that the property in any product manufactured from or incorporating the Goods shall vest in the Company (and the Company may upon recovering the same sell such product provided that it then accounts to the Customer for any sale proceeds in excess of the sums then due to the Company from the Customer in respect of the Goods so incorporated less any reasonable recovery and realisation costs);
13.2.3 the Customer shall preserve and protect the Company’s title to the Goods, shall not subject them to any encumbrance, shall where reasonably possible keep each delivery separate and clearly identified as the Company’s property and shall notify any person to whom possession of the Goods passes that the Customer cannot then pass title to the Goods;
13.2.4 the Customer shall if it sells the Goods or any product manufactured from or incorporating them hold such part of the proceeds of sale as equates to the sums then due to the Company from the Customer in respect of such Goods on trust for the Company.
13.3 The risk in the Goods shall pass on delivery to the Customer’s premises.
SERVICES
Prices
14.1 The Company reserves the right to charge a premium, in addition to its published rates, in those areas where additional site time is required owing to the Customer’s stipulated practices, which shall include but not be limited to hygiene restrictions and safety or security formalities.
14.2 Where travel time is being charged, the maximum charge will be limited to the number of hours specified in the Contract .
Service Warranty
1 . 5.1 The Company warrants that the Services provided under this Contract will comply with the requirements expressly set forth herein and will otherwise be performed in accordance with generally accepted industry practice by competent personnel. In the event that any Services fail to comply with the foregoing standard, the Company will, at its option, provided it is promptly notified in writing upon the discovery of such failure, either repeat such non-complying Services at no additional charge or refund to the Customer all fees paid by the Customer in respect to such non-complying Services. Notwithstanding the foregoing, . the cost of any such repeat of Services which generates results consistent with original results will be at the Customer’s expense.
15.2 The Company’s obligation to repeat any Services with respect to a given sample will be contingent upon the Customer providing (at the Customer’s sole cost and expense) such additional sample(s) facilities, access and resources as may be reasonably requested by the Company. The foregoing warranty is the sole and exclusive warranty given by the Company in connection with the Services performed hereunder, and is in lieu of all other warranties of any kind, whether express or implied, oral or written.
Loan/Hire Equipment
Should the terms of any current Contract entitle the Customer to possession of equipment or Goods on loan or hire supplied by the Company, the Customer shall ensure that such equipment or Goods are covered by all risks insurance and that such equipment or Goods are returned to the Company at the end of the loan or hire period, suitably packed and insured.
Intellectual Property
17.1 The property and any copyright or other intellectual property rights in any information, reports, drawings, designs or written or electronic information or other products generated or used by the Company in the course of the provision of the Services (hereinafter referred to as the “Materials”) shall be and remain vested in the Company. Subject to the Company receiving payment of all monies due under the Contract, the Company grants to the Customer the right to use the Materials for the purposes of utilising the Services.
17.2 The Customer shall not use the Materials for any other purpose without the prior written consent of the Company and upon such terms as may be agreed by the Company. The Company shall not be liable for the use by any person of the Materials for any other purpose other than that for which the same were prepared by or on behalf of the Company.
After Sales Services
18.1 The Company response time for Customers with After Sales Services contracts will be as specified in the After Sales Services or other documentation relating to After Sales Services supplied by the Company to the Customer following calls to the Company’s offices at whichever of the Company’s regional offices is located nearest to the Customer. Responses may be by telephone, in writing or by attendance at site as considered appropriate by the Company. If a call is received after noon , then the day upon which the call is received shall be excluded from the relevant response time.
18.2 Only genuine faults or breakdowns (i.e. failure during normal use, or deterioration of parts to a level detrimental to the general performance of the equipment) are covered and the following are excluded:-
any adjustments normally made by the operator (including the replacement of parts which are normally replaced by the operator – e.g. fuses, filaments etc.) and the replacement of consumables where the replacement is not associated with normal equipment maintenance or repair;
overhaul and reconditioning;
damage occurring where the equipment has been operated other than in accordance with any relevant instruction manual;
damage arising from negligence, carelessness, misuse, improper storage, fire, water and/or accident;
wilful damage and any damage caused by any unauthorised attempt to effect repairs or maintenance;
specific parts as detailed in . the Contract;
and accordingly if any call-out visit is require d in respect of a fault or breakdown which is excluded, then time involved will be charged at the current After Sales Services contract rates for unscheduled visits in force at the time the visit takes place, materials used will be charged at selling prices current at the date of use, and the Customer will be invoiced on completion with payment due 30 days after invoice date.
18.3 The number of scheduled visits per annum is governed by the manufacturer’s recommendations and the environment and manner in which the equipment is operated,
18.4 Unless the After Sales Services contract otherwise specifies all visits will take place during the Company’s normal working hours.
18.5 The After Sales Services contract remains in force for a period of one year from the date of commencement/renewal and is renewed automatically each year on the then current schedule of service charges and Conditions, unless cancelled by either party giving the other not less than 90 days’ notice of termination in writing to take effect at any time during the currency of the agreement.
18.6 The following additional terms and conditions shall apply in the event that the Customer elects to use the services of the Company’s workshop:
at its own cost the Customer shall despatch the equipment to the workshop, carriage paid, suitably packed, protected and insured.
during the period the equipment is on the Company’s premises, the Company will insure the equipment against all risks.
except as set forth to the contrary in the After Sales Services contract, the Company will despatch the equipment to the Customer and carriage, packing and insurance will be charged to the Customer.
18.7 Unless otherwise specified in the After Sales Services contract, all payments under any After Sales Services contract shall be paid by the Customer in advance and the After Sales Services contract shall not come into effect until and unless such payment in full has been received by the Company.
18.8 The Company shall not be under any obligation or liability under any After Sales Services contract to supply spares and items which in the Company’s view are particularly subject to deterioration or wear and tear of any nature or which are deemed by the Company to require regular replacement due to usage (whether normal or otherwise).
18.9 If the Goods are not new then they must be in good working order and the Customer shall notify the Company of any deterioration in the Goods or any requirement for the repair of the Goods.
GOODS AND SERVICES | MISCELLANEOUS
If the Company is delayed or prevented from delivering the Goods or supplying the Services due to circumstances beyond its control including, without limitation, war, governmental or parliamentary restrictions or travel advice, civil commotion or insurrection, strike, lock-out, fire, flood, tempest or abnormal weather conditions, explosion, labour disturbances, trade disputes, damage to or destruction of the Goods, breakdown of machinery, shortages of labour or of raw materials or Act of God or due . to any other cause beyond the control of the Company, the Company may cancel or suspend delivery of Goods or the supply, of Services, comprised in the Customer’s order without notice and without liability.
The Company may deliver Goods or supply Services in parts or in instalments and the Customer shall be obliged to pay for each such part or instalment as provided herein.
These Conditions and any Contract shall be governed by and construed in accordance with English Law. Customer hereby agrees, for the Company’s exclusive benefit, that the English Courts shall have sole jurisdiction to hear all claims or proceedings connected with the Goods, .the Services and any Contract. The Company may nevertheless bring claims in any other courts of competent jurisdiction.
The headings in these Conditions are inserted for convenience only. They do not affect their interpretation or construction.
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 remaining provisions and the remainder of the provision in question shall not be affected.
Failure by the Company to enforce strict compliance with these Conditions by the Customer will not constitute a waiver of any of these Conditions.
Notices must be in writing to the Company’s or the Customer’s address and shall be deemed delivered on the first working day after sending by hand or (subject to confirmation of transmission) by facsimile, or, within the UK, on the third working day after being placed prepaid in the first class post to the Company’s or the Customer’s address in the United Kingdom.
The Contract may not be assigned by Customer without the Company’s prior written consent.
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement is intended to confer on any third party (whether referred to in the Agreement by name, class, description or otherwise) any benefit or any right (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of this Agreement.
Export Restrictions
28.1 Foreign Approvals. It is the obligation of the Customer to obtain and maintain, at its own expense, any governmental consents, authorisations, approvals, filings, permits or licenses required for it to export the Goods and for each of the Customer and the Company to exercise its rights and to discharge its obligations under the Contract including, without limitation, all consents and filings with any governmental body.
28.2 Export Act. The Customer acknowledges that the Goods and all related technical information, documents and materials may be subject to export controls under the U.S. Export Administration Act of 1969, as amended, and the rules and regulations promulgated from time to time thereunder (collectively, the “Export Act”), restricting exports and re-exports of software media, technical data and direct products of technical data. The Customer (i) shall comply strictly with all legal requirements established under the Export Act (ii) shall cooperate fully with the Company in any official or unofficial audit or inspection related to the Export Act and (iii) shall not distribute or supply the Goods to any person if there is reason to believe that such person intends to export, re-export or otherwise take such Goods to, or use such Goods in any country in violation of the Export Act. Without limitation to the foregoing, the Customer agrees to commit no act that, directly or indirectly, would violate any United States law, regulations, treaty or agreements, to which the United States adheres or complies, relating to the export or re-export of any Goods.
28.3 Prohibited Countries. The Customer agrees not knowingly to export or re-export Goods or any part thereof, directly or indirectly, without first obtaining permission to do so from the United States Office of Export Administration and other appropriate governmental agencies, into any of those countries listed from time to time at the time of any shipment of the Goods in Title 15 of the code of Federal Regulations of the United States of America (or any successor or additional provision) as “prohibited or restricted” countries or any other country to which such exports or re-exports may be restricted (collectively, the “Prohibited Countries”). The Customer agrees not to distribute any Goods or any part thereof to any person if the Customer has reason to believe that such person intends to export, re-export or otherwise take the same to, or to use the same in, any of the Prohibited Countries, and the Customer agrees to seek reasonable written assurances in the form of binding covenants from customers as may from time to time be requested by the Company. The Customer agrees to indemnify and to hold the Company harmless from, or in connection with, any violation of the provisions of this Clause by the Customer or its customers.