1 INTERPRETATION
| 1.1 |
In these Conditions of Sale "the Seller" shall mean Valradio Electronics Ltd. |
| 1.2 |
These Conditions shall apply to any contract between the Seller and any person, firm or company ("the Buyer") placing an order with the Seller in respect of any goods, components, products or other items or services ("Goods") |
| 1.3 |
The "Special Conditions" shall mean all specific conditions relating to the Goods (including but not limited to descriptions, prices and place and time of delivery) contained in or referred to in our written Order Acknowledgement Form. If there is any conflict between these Conditions and the Special Conditions the Special Conditions shall prevail. |
| 1.4 |
Terms of carriage such as "ex works", "FOB" and "CIF" shall be construed according to the definition of such term contained in the Uniform Rules for the Interpretation of Trade Terms ("Incoterms") current at the time that a contract is made. |
| 1.5 |
Any reference in these Conditions to:- |
| 1.5.1 |
a statute or provision of a statute shall be construed as a reference to that statute or provisions as amended or re-enacted or extended at the relevant time; |
| 1.5.2 |
a Clause shall (unless the contrary is expressly stipulated) be to a Clause of these Conditions; |
| 1.5.3 |
a sub-clause shall (unless the contrary is expressly stipulated) be to a sub-clause of the Clause within which the reference appears; |
| 1.5.4 |
a paragraph shall (unless the contrary is expressly stipulated) be to a paragraph of the sub-clause of a Clause within which the reference appears. |
| 1.6 |
The headings in these Conditions are for convenience only and shall not affect their interpretation |
2 ORDERS
| 2.1 |
No quotation issued by the Seller shall constitute an offer to supply Goods but the terms contained in any quotation (including prices) will normally remain fixed if a contract is made within 30 days of the date of the quotation. |
| 2.2 |
The Seller will be under no liability for any order received until the order is accepted by the Seller in writing on its Order Acknowledgement Form at which time a contract will be formed between the Seller and the Buyer (a "Contract"). |
| 2.3 |
A Contract may only be cancelled or varied with the Seller's consent on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation or variation. |
| 2.4 |
These Conditions together with the Special Conditions constitute the Contract for the supply of the Goods referred to in the Special Conditions. No variation of or addition to such Contract shall be binding unless expressly agreed or confirmed in writing on the Seller's behalf by a Director or other duly authorised officer of the Seller. |
| 2.5 |
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed by the Seller in writing is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. |
3 PRICES
| 3.1 |
Unless otherwise stated in the Special Conditions prices for the Goods are the Seller's ex works prices and do not include:- |
| 3.1.1 |
Sales taxes; |
| 3.1.2 |
Insurance; |
| 3.1.3 |
The cost of delivery, loading, unloading and installation; and |
| 3.1.4 |
Any special packing or alterations to the order required by the Buyer and agreed to by the Seller. |
| 3.2 |
The Seller shall have the right at any time to revise prices to take account of increase in costs including (without limitation) costs of labour, materials, carriage or overheads. |
| 3.3 |
The Seller reserves the right, to invoice the Buyer for Goods despatched in instalments after such instalment has been despatched, and the provisions of these terms and conditions shall apply in full to such invoices as if such instalment was a separate contract. |
4 PAYMENT
| 4.1 |
Payment shall be made in the currency stated in the Special Conditions without deduction within thirty days (or as stated in the Special Conditions) of delivery of the invoice by the Seller to the Buyer. |
| 4.2 |
Failure by the Buyer to pay in accordance with the provisions of this Clause shall entitle the Seller, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the Contract. |
| 4.3 |
In addition to the Seller's rights under sub-clause 4.2 the Seller shall be entitled to charge interest on any amounts outstanding (both before and after judgement) at the rate of 4 per cent above the Barclays Bank PLC base rate for the time being in force. |
| 4.4 |
Payments by letter of credit shall only be made with the Seller's written consent and if such consent is given all costs including bank charges shall be for the account of the Buyer and all letters of credit shall be:- |
| 4.4.1 |
In favour of the Seller; |
| 4.4.2 |
Consistent with the provisions of these terms and conditions; |
| 4.4.3 |
In sufficient amounts and for the period necessary to meet with all payment obligations hereunder; |
| 4.4.4 |
Irrevocable, transferable and divisible; and |
| 4.4.5 |
Issued or confirmed by a Bank in London acceptable to the Seller within fifteen days after the date of the Contract. |
5 INSPECTION AND TESTING
| 5.1 |
The Goods will be inspected and tested by the Seller in accordance with the Seller's normal routines for the Goods concerned prior to despatch, no further charge being made for such inspection and testing. Any further tests required by the Buyer shall be carried out at the Buyer's cost. In the event that the Buyer or its representative or agent wishes to attend such further testing, the Seller will proceed with such testing in the Buyer's absence if the Buyer or its agent or servant fails to attend at the appointed time and place. |
6 DELIVERY AND PASSING OF RISK
| 6.1 |
Risk in the Goods passes to the Buyer on delivery ex works. |
| 6.2 |
The Seller will use all reasonable efforts to deliver the Goods in accordance with times specified in the Special Conditions but failure to comply with such times shall not constitute a breach of this Agreement. |
| 6.3 |
The Seller shall pack Goods suitably for transportation to such destination as shall be designated in the Special Conditions and shall if requested by the Buyer arrange for freight and insurance to such destination. In arranging freight and insurance to the point of destination the Seller shall be acting as the Buyer's agent and the Buyer hereby appoints the Seller for that purpose. |
| 6.4 |
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. |
Point 7 continued on top...
| 11.4 |
In most cases repairs to the Goods will be effected by the dispatch of the requisite spare parts by the Seller to be fitted by the Buyer. The Seller will meet the cost of carriage by normal means of these parts. The Seller reserves the right to require that all faulty and unused parts be returned to the Seller. To assist the Buyer in the repair of the Goods, the Seller may offer such drawings and service manuals which may assist in the repair of the Goods and from time to time offer technical training courses at no charge to the Buyer other than for travelling, accommodation and other expenses. Where Goods are repaired under this Condition they will be considered as having been delivered at the same time as the original Goods. |
| 11.5 |
The Seller's sole obligation under this Clause shall be at its option to repair or replace the Goods or any part thereof. The Sellers liability under this Clause shall be in lieu of any warranty or condition express or implied, whether by statute or otherwise, including, but without limitation, any implied warranties as to satisfactory quality or fitness for purpose. |
12 LIMITATION OF LIABILITY
| 17.2 |
The Seller shall be liable for:- |
|
12.1.1 |
Death or personal injury arising from the Seller's proven negligence, and |
|
12.1.2 |
The repair or replacement of Goods in accordance with the obligations contained in Clause 11. |
|
12.1.3 |
Any breach of Section 12 of the Sale of Goods Act 1979. |
| 12.2 |
The Seller hereby expressly excludes and shall not be responsible for any other loss damage or liability arising out of the Contract whether direct or indirect or consequential and whether or not caused by the Seller's negligence including but not limited to loss of profits or other economic loss and the Buyer shall indemnify and keep the Seller indemnified against any claims made against the Seller by third parties in respect of any such loss damage or liability. |
13 PATENTS
| 13.1 |
The Seller knows of no third party rights in the Goods by way of patent registered design trade mark or trade name copyright or other intellectual property rights but the Goods are sold subject to any such rights as may exist. |
14 ACCESS
| 14.1 |
Where the Seller is to carry out work or operations upon the Buyer's premises or other premises at the direction of the Buyer then the Buyer must ensure that such premises and any machinery involved and all other arrangements affecting the work or operations are ready by the time scheduled for the Seller to enter upon such premises to commence such work or operations and the Buyer undertakes that there will be no delay to the works or operations caused directly or indirectly by such premises or such machinery or arrangements or the state and condition thereof for which the Seller is not responsible. |
15 CONFIDENTIALITY
| 15.1 |
Any information which the Seller discloses relating to the Goods which is not in the public domain at the time of disclosure shall be confidential and shall not be disclosed to any third party or used by the Buyer to enable the Buyer to manufacture the Goods or use the same as a springboard to develop the Buyer's own products. |
16 HEALTH AND SAFETY AT WORK ETC. ACT 1974
| 16.1 |
The buyer undertakes:- |
|
16.1.1 |
to ensure that in relation to any Goods all of the relevant provisions of the Health & Safety at Work Act etc. Act 1974 are complied with; and |
|
16.1.2 |
without prejudice to the generality of sub-clause 16.1 to ensure that any labels or instructions as to the use or storage of any Goods shall be clearly displayed and followed and that adequate information is passed to all persons concerned about the conditions necessary for the safe use and storage of such Goods. |
17 NOTICES
| 17.1 |
All notices required to be served by one party upon the other shall be in writing and may be served on the other at its address set out in the Special Conditions. |
| 17.2 |
All such notices may be served by first class pre-paid letter or facsimile transfer and (in the absence of proof of earlier receipt) shall be deemed to be served:- |
|
17.2.1 |
in the case of an inland letter 24 hours after proven despatch or posting; |
|
17.2.2 |
in the case of any airmail letter 72 hours after proven despatch or posting; and |
|
17.2.3 |
in the case of facsimile transfer at 9 a.m on the business day of the recipient party next following its despatch and receipt by the transmitting party of machine confirmation of successful transmission to the recipient party's receiver number. |
18 WAIVER AND SEVERANCE
| 18.1 |
Any indulgence granted by the Seller to the Buyer and any failure by the Seller to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Seller's rights or remedies nor be deemed a waiver of any subsequent default by the Buyer. |
| 18.2 |
The invalidity in whole or in part of any Clause in these Conditions shall not affect the validity of the remainder of the Clauses or these Conditions. |
19 ASSIGNMENT
| 19.1 |
No Contract is assignable by the Buyer without the written consent of the Seller and each Contract is between the Seller and the Buyer as principals but the Seller may without consent assign or sub-contract all or any of its rights and obligations under a Contract. |
20 GOVERNING LAW
| 20.1 |
The interpretation and application of every Contract shall be in accordance with English Law and both parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.
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7 TITLE
| 7.1 |
Notwithstanding delivery of any Goods the property in such Goods shall not pass to the Buyer until the Buyer has paid in full the price of such Goods (hereinafter called "the Outstanding Sum") and the price of any other delivered Goods the subject of any other business transaction between the Buyer and the Seller |
| 7.2 |
Subject to the Buyer's right of sub-sale authorised by this Clause 7 until payment of all sums due under sub-clause 7.1 the Buyer shall: |
| 7.2.1 |
hold the Goods in a fiduciary capacity for the Seller |
| 7.2.2 |
hold the Goods in such a manner which enables them to be identified as the Goods of the Seller such Goods to be marked as the property of the Seller and stored separately |
| 7.2.3 |
take all reasonable measures for the protection of the Goods including insurance thereof with a reputable insurance company for an amount at least equal to the full replacement value of the Goods |
| 7.3 |
On receipt of notice from the Seller (which the Seller shall be entitled to give at any time) or upon the occurrence of any of the events set out below the Buyer's right to possession of the Goods shall cease and all sums specified in clause 7.1 above shall become due and payable: |
| 7.3.1 |
any payment in respect of the Goods is overdue |
| 7.3.2 |
the Buyer does or fails to do anything which would entitle any person to appoint a receiver, manager, administrator or administrative receiver over some or all of the Buyer's assets or undertaking or which would entitle any person to present a petition to wind up the Buyer (save for the purposes of a reconstruction or amalgamation) |
| 7.3.3 |
a decision by the Buyer to seek or make an arrangement with its creditors |
| 7.3.4 |
any act of bankruptcy or if the Buyer be a person, company or firm domiciled, incorporated or constituted outside England and Wales any of the events equivalent to those stated above in the relevant jurisdiction |
| 7.4 |
The Buyer grants the Seller an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Buyer or in the possession of the Buyer for the purpose of repossessing any Goods the property in which has remained in the Seller by virtue of this Clause 7. The Buyer will indemnify the Seller in respect of all costs and expenses reasonably incurred by the Seller in connection with such repossession and will further indemnify the Seller against liability in respect of damage caused to such vehicles and premises in such repossession and removal being damage it was not reasonably practical to avoid |
| 7.5 |
Notwithstanding sub-clauses 7.1 and 7.2 the Buyer may sell the Goods or the Product as the case may be to a third party in the ordinary course of business subject to the following conditions:- |
| 7.5.1 |
the proceeds of such a sub-sale ("the Contract Monies") shall be paid immediately upon receipt by the Buyer to a bank account in the name of the Buyer which is to be kept at all times in credit |
| 7.5.2 |
immediately upon such payment into such bank account the Buyer shall account to the Seller by way of payment of the Contract Monies to the extent of all monies specified in Clause 7.1 above to a bank account nominated from time to time by the Seller |
8 NOTIFICATION OF LOSS OR DAMAGE
| 8.1 |
The Buyer shall examine the Goods on arrival at the Buyer's premises for any obvious damage or shortage and any claim that the Goods are damaged or have been short delivered must be communicated in writing to the Seller within 3 days of their arrival at the Buyer's premises. Non-delivery must be reported to the Seller within 3 days of the expected date of receipt. |
| 8.2 |
If the Buyer fails to give notice in accordance with this Clause, the Buyer shall be bound to pay for, and shall lose any right to make a claim, in respect of such non-delivery, short delivery or loss or damage covered by this Clause. If notice is given the Buyer shall not be entitled to reject the Goods until the Seller has been given a reasonable opportunity to inspect them and, if required, to remedy the problem within a reasonable period. |
9 FORCE MAJEURE
| 9.1 |
The Seller shall be under no liability for any delay or failure to perform in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by any act or circumstances beyond the Seller's reasonable control including but not limited to Act of God, legislation, war, fire, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for their performance of the Contract. |
| 9.2 |
The Seller shall notify the Buyer of any circumstance arising under sub-clause 9.1 and if such circumstance prevails for more than 3 months then either party shall have the option by giving notice in writing to bring the Contract to an end. |
10 SPECIFICATIONS
| 10.1 |
Published specifications, drawings, descriptions, photographs, measurements or capacities are approximate only and shall not form part of the Contract. The Seller reserves the right to make any changes in this specification referred to in the Contract which are required to conform with any applicable statutory or EEC requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially effect their quality or performance. Any such specifications drawings, descriptions, photographs or measurements are confidential to the Seller and must not be disclosed to any third party. |
| 10.2 |
If the Goods to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification |
11 WARRANTY
| 11.1 |
The Seller warrants that Goods which are manufactured by the Seller shall be free from defects in material and workmanship for a period of [12 months] from the date of delivery providing written notification of any defect is given promptly to the Seller after its discovery and in any event not later than the end of such [12 month] period. Time shall be of the essence in respect of notification of all claims. |
| 11.2 |
In respect of Goods not manufactured by the Seller the Seller shall assign for the benefit of the Buyer such rights (including guarantee or warranty rights) as the Seller has against such manufacturer and which it is able to assign but shall not be liable for such Goods beyond this sub-clause. |
| 11.3 |
The Seller reserves the right to require that all faulty Goods be returned to the Seller. In that event the Seller shall refund the cost of carriage by normal means on returned Goods and the repaired or replacement Goods will be delivered free of charge by the Seller to the location of the faulty Goods. Where Goods are repaired or replaced under this Condition they will be considered as having been delivered at the same time as the original Goods. |
11.4 continued below...
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