Terms and Conditions

 

TERMS AND CONDITIONS OF SALE

 

1. DEFINITIONS
In these conditions the following words shall have unless the context requires otherwise the meanings set out opposite them:

1.1 'the Company' shall mean QED Scientific Limited;

1.2 'the Customer' shall mean any person firm company or organisation to whom the Company agrees to sell 'the Goods';

1.3 'the Goods' shall mean the goods and/or services (and any parts or components thereof) the subject matter of the contract to which these conditions apply.

2. GENERAL
2.1 All contracts for the sale of the Goods by the Company are made subject to these conditions of sale which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customer's order form or other document delivered by the Customer which would if applicable conflict with these conditions or in any way qualify or negative the same shall be deemed to be inapplicable to the Company unless the same shall have been expressly agreed to in writing in a document signed by a director of the Company. No other servant or agent of the Company has any authority to alter or qualify these conditions in any way.

2.2 The Company reserves the right by notice in writing to the Customer signed by a director of the Company to add to amend or vary these conditions at any time before acceptance of delivery of or payment for the Goods.

2.3 Acceptance of delivery of the Goods or payment for the Goods by the Customer to the Company shall of itself constitute an acceptance of these conditions where acceptance has not previously been communicated to the Company.

2.4 Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 90 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.

2.5 If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies other than in the documents enclosed with the Company's quotation or acknowledgement of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm reject or clarify the point and submit a new quotation.

3. DELIVERY
3.1 Time for delivery is given as accurately as possible but is not guaranteed.

3.2 In the event that the Goods are not delivered on the date stipulated then the Customer shall accept delivery of the Goods within such further period which is reasonable in all the circumstances provided that if the Customer is of the reasonable opinion that such reasonable period has expired he shall give written notice to that effect to the Company stating his reasons for such opinion whereupon such reasonable period shall be deemed to expire 21 days after the service of such notice. The Customer shall have no right to claim damages or cancel the order for any delay in delivery not exceeding 21 days beyond such reasonable period.

3.3 Any notification of loss or damage in transit must be given to the Company in writing within 3 days of delivery. Any notification of non delivery of the Goods must be given to the Company within 14 days of the receipt of the invoice by the Customer. The Customer shall have no right to repaired or replacement Goods when damaged or not delivered unless these notice requirements are complied with.

3.4 The Company shall not be required to fulfil orders in the sequence in which they are placed.

3.5 Failure by the Customer to take delivery of or to make payment in respect of the Goods or any one or more instalments of the Goods shall entitle the Company to treat the whole of the contract as repudiated by the Customer. Should a reasonable delivery not be accepted and re-delivery required on another day the additional costs of storage and delivery will also be changed to the customer.

3.6 Without prejudice to condition 3.5 the Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery of the Goods but shall be under no obligation to do so and where delivery is postponed by agreement otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and payment for the Goods shall be made on the date payment would have been due had delivery not been postponed.

3.7 Any special delivery requirements must be notified to the Company in writing at the time of placing the order.

4. PASSING OF PROPERTY AND RISK
4.1 Risk shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods:

4.1.1 if the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the time when the Goods arrive at the place of delivery;

4.1.2 in all other circumstances at the time when the Goods leave the Company.

4.2 Title to the Goods or any part thereof shall not pass to the Customer until:

4.2.1 the Customer has paid to the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customer; or

4.2.2 the Company serves notice in writing on the Customer specifying that title in the Goods or any specified part thereof has passed to the Customer;

and until title to the Goods has passed to the Customer the Customer shall possess the Goods or any part thereof as a bailee of the Company and shall store the Goods or any part thereof separately from other goods so as to ensure that they are clearly identifiable as the property of the Company.

4.3 The Company shall be entitled to recover Goods in respect of which title has not passed to the Customer at any time and the Customer hereby licences the Company its officers employees and agents to enter upon any premises of the Customer for the purpose of recovering any Goods in respect of which title has not passed to the Customer.

4.4 The Customer shall only be at liberty to sell the Goods hereunder prior to the passing of title to the Customer on the understanding that that portion of the proceeds of sale of the Goods which represents the sums due to the Company hereunder belong to the Company and are held by the Customer on trust for the Company and are paid into a separate bank account designated as a trust account for the Company.

5. PRICE
5.1 All prices are unless otherwise stated quoted net as Ex-works exclusive of VAT or other tax or duty relating to the sale or delivery of the Goods chargeable to the Customer and the cost of carriage and packaging shall be charged extra.

5.2 Unless otherwise agreed in writing between the Company and the Customer the price of the Goods shall be the current price as stated in the Company's price list at the date of the despatch of the Goods.

6. TERMS OF PAYMENT
6.1 Unless otherwise agreed by the Company in writing payment for the Goods shall be paid in full and received by the Company within 30 days of the date of the Company's invoice. Except as may otherwise have been agreed in writing, the Company shall be entitled to submit its invoice upon delivery or at any time thereafter save that where delivery has been postponed at the request of or by the default of the Customer then the Company may submit its invoice at any time after the Goods are ready for delivery or would have been ready for delivery in the ordinary course but for the request or default as aforesaid or at such time as stipulated by the Company to the Customer in writing.

6.2 Where the Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these conditions.

6.3 In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy the Company has under these conditions and without prior notice to suspend all further deliveries on any contract or contracts between the Company and the Customer and to charge interest on the amount outstanding at the rate of 5% above the base rate of The Royal Bank of Scotland plc from time to time in force throughout the period the amount is outstanding. A cheque tendered by the Customer in payment shall not be treated as payment until the same has been cleared.

6.4  Any discount from the published or quoted price is considered conditional upon payment being received within 30 days of the invoice date. Discounts are void after 30 days unless agreed in writing.

7. CANCELLATION
Cancellation of this contract will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.

8. SPECIFICATIONS
The Company reserves the right to supply the Goods to the specification and/or design current at the date of despatch. The Company cannot accept any order which requests the Goods 'as previously supplied' as a binding and valid order.

9. DEFECTS AND SHORTAGES
The Company shall not be liable for:

9.1 any defects or shortages in the quality or state of the Goods which would be apparent on visual inspection unless the Customer shall have inspected the Goods within 3 working days of arrival at its premises and shall have given within 14 days of arrival of the Goods at its premises a written notice to the Company specifying the matters complained of and shall have afforded the Company a reasonable opportunity of inspecting the Goods before they have been used processed or sold;

9.2 any defects or shortages in the quality or state of the Goods not apparent on visual inspection unless the Customer shall have given written notice to the Company specifying the matters complained of as soon as reasonably practicable after discovery of such matters and in any event no later than twelve months after the date of arrival of the Goods at the Customer's premises and shall have immediately after discovery of such matters ceased to make any use of the Goods and shall have afforded the Company a reasonable opportunity to inspect the Goods;

9.3 loss or damage suffered by reason of use of the Goods after the Customer becomes aware of a defect or after the Customer becomes aware of circumstances which should reasonably have indicated the existence of a defect.

10. GUARANTEE
10.1 In the event that the Goods are defective in quality or state or are otherwise not in accordance with the contract then the Customer shall require (in lieu of any legal remedy which may otherwise have been due to the Customer) the Company to repair or supply satisfactory substitute Goods and the Company provided the Customer has complied with the requirements as to notice contained in these conditions shall be obliged at its option to repair or take back the defective Goods and supply satisfactory substitute Goods to the Customer free of cost and within a reasonable time. Upon the Company repairing the defective Goods or supplying satisfactory substitute Goods then the Customer shall be bound to accept such repaired or substitute Goods and the Company shall be under no liability to the Customer in respect of any loss or damage whatsoever arising from the initial delivery of defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered.

10.2 In the event that the Goods are not manufactured by the Company then the Company gives no assurance warranty or guarantee whatsoever that the sale or use of the Goods will not infringe patent, copyright, registered design, design copyright or other intellectual property rights of any other person, firm or company.

11. LIABILITY
Save where the Company can be shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods and such failure results in death or personal injury the Company shall not without prejudice to condition 10 be liable to the Customer for loss, injury or damage of any kind whatsoever consequential or otherwise (including without limitation removal or rectification work required in connection with the installation of repaired or substitute Goods) which results directly or indirectly from the Company's supply of or failure to supply Goods to the Customer.

12. CONFIDENTIAL INFORMATION
All drawings, documents, confidential records, computer software and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the Customer will not without the written consent of the Company either give away, loan, exhibit or sell any such drawings, documents, records, software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are supplied.

13. CUSTOMER'S DRAWINGS
13.1 The Customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer's agents, servants, consultants or advisers are accurate, correct and suitable. Examination or consideration by the Company of such drawings, information, advice or recommendations shall in no way limit the Customers responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.

13.2 The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of the Goods to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of patent, copyright, registered design, design copyright or other exclusive intellectual property right.

14. DATA AND TECHNICAL INFORMATION
14.1  The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information shall form part of the contract unless the Customer shall have complied with condition 2.5 hereof relating to statements and representations.

14.2  All goods must be used for their stated purpose only. The Company shall be under no liability to the Customer whatsoever in respect of any loss or damage whatsoever if the goods are not used as intended and agreed by the manufacturer.

15. HEALTH AND SAFETY
The Customer must take all necessary precautions during the handling, use and storage of the Goods in accordance with all available information concerning the Goods.

16. CONTAMINATED GOODS
The Company reserves the right not to repair or otherwise handle goods which the Company believes are contaminated with hazardous chemical, biological or radioactive materials. Before the Goods are returned to the Company's premises for whatever reason the Customer shall give a signed declaration that the Goods are free from all such contamination.  

17. INSOLVENCY
If the Customer shall become bankrupt or unable to pay its debts as prescribed by Section 123 Insolvency Act 1986 or compound with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver, Manager, Administrator or Administrative Receiver is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

18. FORCE MAJEURE
In the event that the manufacture or delivery of any of the Goods is prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuel notwithstanding that the Company has taken all reasonable steps to procure the same, shortage of labour, break down or partial failure of plant and machinery, late receipt of the Customer's specifications or other necessary information, acts, orders or regulations of Government, delay on the part of any independent sub-contractor or supplier or any other cause whatsoever beyond the reasonable control of the Company then the time for delivery of the Goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture or delivery.

19. NOTICES
Any notice required to be given by either the Company or the Customer to the other shall be deemed to be properly served if sent by prepaid letter posted to its registered office, principal place of business or such other address as may from time to time be notified to the other for this purpose and any notice served shall be deemed to have been served 24 hours after the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted.

20. ENGLISH LAW
The contract made hereunder shall be governed and interpreted according to English Law and the Company and the Customer hereby submit themselves to the jurisdiction of the English Courts.

 

 

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