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Standard Terms Of Sale Of Goods
BASIS OF THIS CONTRACT
- In these terms 'the Company' means Image2output Limited of Unit 19, The io Centre Hearle Way Hatfield Business Park Hertfordshire AL10 9EW and 'the Buyer' means any person placing an order with the Company for the purchase of goods or the provision of services as from time to time agreed (together defined as 'Goods'). In relation to the provision of services, reference to Goods shall be construed as references to services, references to delivery as reference to the time for performance, and references to the quality of Goods as references to the quality of the services, the materials used to perform them and the quality of the finished item or work.
- A contract under which the Company shall sell Goods to the Buyer shall only come into existence once the Company has received and accepted the Buyer's order and until acceptance the Company shall be under no obligation to the Buyer.
- The contract comprised by these terms shall be the entire contract between the Company and the Buyer ('the Contract'). Any other terms, conditions or provisions whether proposed by the Buyer orally or in writing shall be of no effect and the sale be of no effect and the sale of Goods by the Company to the Buyer shall not constitute acceptance of such other terms, conditions or provisions. The terms of this contract shall override and supersede any previous negotiations, agreement or arrangement between the Company and the Buyer in relation to the supply of goods.
- Unless specifically agreed in writing and signed by a director of the Company, information and advice given orally or contained in the Company's publicity material, advertisements and catalogues and in correspondence between the Company and the Buyer before the date of this Contract is given gratuitously and without responsibility on the part of the Company and shall not form part of this Contract.
- Unless stated in this Contract or expressly agreed in writing and signed by a director of the Company, no term, condition, warranty or representation (whether express or implied by statute, law, custom, or usage) as to the nature, quality or fitness of the Goods or their conformity with any description or sample is given by the Company, or shall form part of any contract between the Company and the Buyer.
- Unless specifically agreed in writing by a director of the Company, this Contract shall apply to all future agreements for the sale of goods or supply or services from the Company to the Buyer.
- The Company may alter its quoted prices without notice both before and after acceptance of the Buyer's order and all Goods will be charged for at prices current at the time of delivery.
- Prices quoted do not include any applicable VAT or other duties or taxes which may be chargeable in connection with the supply of the Goods to the Buyer which the Buyer shall pay in addition to the price. For delivery of orders the Company may add a freight and purchasing charge. If the Buyer requests special delivery, then this shall be charged to the Buyer at cost. The weight of goods at the time of delivery shall be as certified by the Company unless proven in error.
- The Buyer shall (unless quoted in writing) make full payment for the Goods as invoiced by the Company no later than the last day of the month following the date of the invoice.
- The Company shall have the right to invoice the Buyer for a partial delivery of the Goods.
- If full payment is not made on the due date then interest shall be thereafter be payable on the outstanding balance at the rate of 2 per cent each month above the Barclay's Bank plc minimum lending rate from time to time in force compounded monthly until payment.
- The Buyer shall 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, whether relating to the quality of performance of the Goods or otherwise.
- Any advance payment made by the Buyer at the Company's request shall be held by the Company as a deposit and not a part payment.
- The Company shall have the right to suspend performance of its obligations under this Contract if it reasonably believes that the Buyer will not make payment in accordance with this paragraph 2.
DELIVERY AND INSTALLATION
- Dates and times given for completion of delivery of Goods or of any stage or process are given as estimates only and shall not constitute a term or condition of any contract between the Company and the Buyer. Time shall not be of the essence. While the Company will use all reasonable endeavors to meet any time estimate, it reserves the right to amend any estimate without notification.
- The Company will deliver the goods in such batches or installments, as it considers expedient. Failure by the Company to deliver one or more batch or installment shall not entitle the Buyer to claim compensation or to terminate or suspend this Contract or reject those or subsequent deliveries.
- The method of delivery shall be quoted by the Company; but if this is not stated, then the goods shall be delivered in accordance with sub-paragraph 3.4(b).
- If the Buyer agrees to collect, or arrange for the collection, of the Goods from any of the Company's premises ('the Premises') delivery shall be affected and risk but not title shall pass when the Goods are handed to the Buyer or its carrier at the Premises. The Company will notify the Buyer when the goods are ready for collection and the Buyer shall collect the Goods within three working days of such notice.
- If the Company agrees to deliver the Goods to a place within the United Kingdom or Republic of Ireland nominated by the Buyer, the Company shall engage a carrier for this purpose and shall notify the buyer of expected dates and times of dispatch and delivery. The Company does not represent that the expected date or time of delivery will be met. Delivery shall be affected and risk but not title shall pass when delivery is tendered at the nominated place during working hours.
- The Buyer shall promptly notify the Company if goods to be delivered in accordance with sub-paragraph (b) do not arrive within three working days of the expected delivery date.
- The Buyer shall carefully examine Goods delivered in accordance with sub-paragraph (b) on receipt and immediately notify to the Company, and within seven working days confirm in writing, details of any short delivery or defects reasonably discoverable on careful examination.
- The Company shall replace or, at its option, refund the purchase price of any defective or undelivered Goods falling within sub-paragraphs (c) or (d), but shall not be under any other liability to the Buyer in this respect. If the Company does not receive the notices referred to in sub-paragraphs (c) or (d), it shall be discharged from all liability (whether arising in negligence or otherwise) arising from such non-delivery, short delivery or defects.
- The Buyer shall not return any Goods to the Company unless the Company has first issued it with a written return authorisation.
- If the Company agrees to deliver the Goods FOB to an agreed place of shipment or named airport then the Buyer shall be bound by the Company's export terms, which are available on request.
- If the Company agrees to install the Goods in the Buyer's designated location ('the Location') then:
- The Company shall provide the Buyer with written advice on the preparation of, and alterations to, the Location necessary for the installation and operation of the Goods and on the proper environmental and operating conditions for the Goods ('the Directions'). The Buyer shall, at its expense, make all necessary preparations for the Goods to be installed in the Location before the estimated delivery date for the Goods.
- The Buyer shall promptly provide the Company with any information it may require to enable it to perform its obligations under this Contract.
- The buyer shall allow the Company's personnel uninterrupted full and safe access to the Location, and provide adequate free working space and such other facilities that may be requested, to enable the Company to perform its obligations under this Contract.
- The Buyer shall ensure that all necessary goods are installed in the Location, and all necessary services have been performed at the Location prior to the estimated delivery date for the Goods.
- The Buyer shall permit the Company to remove or disconnect any of the Buyer's existing equipment at the Location in order to facilitate the delivery and installation of the Goods. The Buyer shall obtain all necessary consents for this work, and assist the Company as it may reasonably require.
- The Company shall not be responsible for complying with statutory regulations local bylaws, or the fulfillment of any special regulations affecting the Buyer.
- The Buyer shall indemnify the Company against any liability it may incur for death, personal injury, damage to property or consequential loss arising out of work carried out at the Location, unless caused by the Company's negligence or breach of this Contract.
- Risk in the Goods shall pass to the Buyer when delivery is tendered at the Location.
PROPERTY AND RISK
- The Goods shall remain the property and in absolute ownership of the Company until the Buyer has paid in full all amounts owed by the Buyer to the Company (including VAT) in respect of the Goods or on any account under any transaction. Until such payment is made the Buyer holds the Goods as the Company's fiduciary agent and bailee and the Company may at any time request the return of any of the Goods which have not been paid for and which are in the possession or control of the Buyer.
- The risk in the Goods will pass to the Buyer in accordance with paragraph 3 of this Contract irrespective of property in the Goods remaining with the Company.
- The Buyer shall keep and store the Goods separately and so as to enable them to be identified as the Company's property. In particular the Buyer shall record the serial number and the invoice number relating to, each of the Goods.
- The Buyer shall keep the goods in merchantable condition and fully insure them on the Company's behalf for an amount, which is not less than the price. The proceeds of this insurance shall be held on trust for the Company.
- Subject to sub-paragraph 4.6 the Buyer may sell the Goods in the ordinary course of business. However, although as between the parties to this Contract the Buyer shall sell as the fiduciary agent and bailee of the Company, as between the Buyer and its customer the Buyer alone (to the exclusion of the Company) shall bear all liabilities and obligations (contractual, tortious, statutory or otherwise) of a supplier of seller under or in connection with such sale, and subject to paragraphs 5 and 6 below, shall keep the Company indemnified accordingly.
- The Buyer's authority to possess or sell the Goods shall forthwith terminate upon the occurrence of any of the events referred to in sub-paragraph 8.1(a) and (b).
- The Company may repossess the Goods in accordance with sub-paragraph 4.6 and for this purpose the Buyer grants to the Company an irrevocable license to enter the Buyer's premises of any other premises in the occupation or control of the Buyer where the Goods are or are believed by the Buyer to be located and remove the Goods.
- The Company shall at its option replace, repair or refund the purchase price of any Goods (which for the purpose of this paragraph 5 shall include any replacement Goods issued to the Buyer pursuant to this paragraph) proved to its reasonable satisfaction to have been delivered short or to be defective provided in each case.
- The short delivery of defect is not one that the Buyer should have notified, or did notify, to the Company pursuant to sub-paragraph 3.5; and
- The Buyer as soon as reasonable practicable and in no event later than six months after delivery (or, in the case of Goods installed by the Company, six months after the due date for installation) informs the Company of the alleged short delivery or defect and if requested by the Company returns the Goods, carriage paid; and
- No unauthorised repairs or alterations have been made to the defective Goods; and
- The Goods have been store, installed, maintained and used in the proper environment, with reasonable care and in accordance with the Directions and the Buyer provides full information and documentation to verify compliance with these conditions.
- Any defective part on replacement becomes the Company's property.
- For any Goods to which the guarantee set out in this paragraph 5 does not or no longer applies, the Company will endeavor to provide servicing facilities at the Company's tariff and on the Company's terms from time to time in force.
LIMITATION OF LIABILITY
- The Company shall indemnify the Buyer:
- (Where the United Kingdom Unfair Contract Terms Act 1977 applies to the supply of the Goods) against liability for personnel injury or death directly attributable to the negligence or breach of contract of the Company; and
- Against physical damage caused to the Buyer's property directly arising from the Company's negligence or breach of contract in connection with the supply of Goods.
- The Company's total liability to the Buyer under the indemnities contained in this paragraph 6 shall not exceed 125% of the price at which the Buyer has bought the Goods.
- Subject to the provisions of this paragraph 6 the Company shall not be liable to the Buyer for any loss, expense or damage of any kind (direct, indirect, financial or consequential and whether arising from negligence or otherwise) resulting from the supply, purported supply, failure to supply or from the Buyer's use, possession or resale of the Goods.
- All copyright, patent, trade secret and other propriety and intellectual property rights in the Goods, their packing and all information which the Company may provide to the Buyer or its agents shall (as between the parties) at all times remain vested in the Company, and the Buyer shall not acquire any intellectual property rights or license relating to the Goods and may not copy or imitate the Goods.
- The Buyer shall (both during and after this Contract) treat as confidential all confidential information which the Company may make available to it and shall only use or disclose it as may be necessary to enable it to use or market the Goods.
TERMINATION OF THIS CONTRACT
- The Company shall have the right to terminate this Contract immediately without affecting its accrued rights by giving notice to the Buyer if:
- The Buyer defaults in the payment on its due date of any sum under or pursuant to any transaction under this Contract or commits any continuing or serious breach of this Contract and fails to remedy such breach (if remediable) within 10 working days of the Company's notice to do so; or
- Any of the following events occurs:
- Distress or execution is levied against any of the Buyer's assets and is not paid or discharged within seven days; or a judgment against the Buyer remains unsatisfied for more than seven days; or a receiver is appointed with respect to any of the Buyer's assets; or
- A petition is presented for the winding up of for an administration order to be made in relation to the Buyer; or a resolution passed for the Buyer's winding up (other than a member's voluntary winding up for the purposes of amalgamation or reconstruction on terms approved in writing by the Company); or
- The Buyer suspends or threatens to suspend payment of its debts or is deemed unable to pay its debts of the purposes of section 123 Insolvency Act 1986; or ceases or threatens to cease to carry on its business or any material part as a going concern; or as a result of any change in the powers, business or circumstances of the Buyer it is unlikely to be in a position to fulfill the Contract or any transaction pursuant thereto; or
- Any event in a foreign jurisdiction analogous to, or comparable with, (i) to (iii) above or
- at any time the Company has reasonable grounds to believe that any of the events mentioned in (a) and (b) above is likely to happen within a period of three months thereafter.
- On termination of this Contract for any reason:
- The Company shall be discharged from any further liability to perform under the Contract;
- The Buyer shall pay the Company on demand for all work performed by the Company for the Buyer prior to termination; and
- The Company is granted an irrevocable license to enter the Buyer's premises to recover any Goods or other materials, which are the Company's property.
- This Contract shall, in all respects be governed by English Law.
- The construction of this Contract is not to be affected by any heading. Any variation to this Contract shall only be binding if it is recorded in a document signed by the director of the Company.
- Notices may be given to a body corporate by being handed to a director or by being sent to the party's address by facsimile, telex or registered first class post and by airmail where appropriate. Each party shall promptly notify to the other in writing any change of address or of telex or facsimile numbers.
- The Company shall not be liable in any way for any failure to perform its obligations or for loss, damage or delay incurred by the Buyer resulting from circumstances beyond the Company's reasonable control.
- It is the Buyer's obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by governmental and other authorities or corporation relating to the possession, use, import, export or resale of the Goods.
- Should any provision of this Contract become illegal or void for any reason, the validity of the remaining provision shall not be affected.