All Orders shall be subject to these Conditions. The
acceptance by the Seller of any Order from the Buyer shall be deemed to
incorporate these conditions and no variation contained in any Order form or
other document of the Buyer shall have any force or effect whatsoever unless the
Seller has expressly agreed thereto in writing.
Any representation made
by or on behalf of the Seller shall not have any force or effect whatsoever
unless the Seller has expressly agreed thereto in writing.
Prices are
quoted and agreed in sterling on the basis of costs prevailing at the time. If
after the Contract has been agreed but before the goods are invoiced the Seller
shall sustain any direct or indirect increase in cost then the Seller may, by
notice in writing to the Buyer, increase the price appropriately.
- The ownership of the goods passing under this contract shall remain with the
Seller who reserves the right to dispose of the goods until payment in full for
the said goods has been received by the Seller in accordance with the terms of
this Contract or until such time as the Buyer sells the goods to its customers
by way of bona fide sale at full market value.
- The risk in the goods for insurance purposes shall pass to the Buyer.
- When the Seller delivers the goods in accordance with the terms of this
Contract to the Buyer or its Agents or other person to whom the Seller has been
authorised by the Buyer to deliver the goods or
- If the goods are appropriated to the Buyer but kept at the Seller's premises
at the Buyer's request the Seller shall have no responsibility in respect of the
safety of the goods thereafter and accordingly the Buyer should insure the goods
thereafter against such risks (if any) as it thinks appropriate.
- If payment due in accordance with the terms of this Contract is overdue in
whole or in part the Seller may (without prejudice to any of its other rights)
recover or resell the goods or any of them and may enter upon the Buyer's
premises by its servants or agents for that purpose. Such payment shall be come
due immediately upon the commencement of any act or proceeding in which the
Buyer's solvency is involved.
- If any of the goods are incorporated in or used as material for other goods
before the seller has received payment in full the property in the whole of such
goods shall be and remain with the Seller until such payment has been made or
the other goods have been sold as aforesaid and all the Seller's rights
hereunder in the goods shall extend to those other goods.
- Until the Seller is paid in full for the goods the relationship of the Buyer
to the Seller shall be fiduciary in respect of the goods or other goods in which
they are incorporated or used and if the same are sold by the Buyer the Seller
shall have the right to trance the proceeds thereof according to the principles
in re Hallett's Estate (1880 13 CLD 696). A like right for the Seller shall
apply where the Buyer uses the goods in any way so as to be entitled to payment
from a third party.
All prices are exclusive of:
- VAT
- Charges for packing, shipping, insurance, postage, carriage duties etc.
which charges shall be for the account of the Buyer.
- Delivery Charges are £20 per system
Unless agreed by the Seller in writing these Conditions shall in all respects be construed and
operate in conformity with English law.
- Unless the Contract provides to the contrary the Seller may deliver by
instalments.
- Where delivery is to be made by instalments each instalment shall be treated
as a separate Contract and delay, default or non delivery in respect of any
instalment by the Seller shall not entitle the Buyer to cancel the remainder of
the Contract.
- Failure by the Buyer to pay for any instalment or delivery when payment is
due shall entitle the Seller to withhold further deliveries.
- If the Buyer fails to accept delivery of any goods when delivered or in the
event of any goods being delayed at the Buyer's request or in the event of the
Buyer failing to make any payment for goods when it is due the Buyer shall be
liable to the Seller for all additional costs incurred by the Seller in relation
to such goods or to any other goods which the Seller is then entitled to
withhold.
- Unless expressly agreed no times quoted, specified or agreed for delivery of
the goods by the Seller shall be of the essence of the contract.
- Prompt payment is of the essence of the contract.
- Payment is due in full within 30 days of the date on the invoice.
- If payment of the price or any part thereof is not made by the due date the
Seller shall be entitled to charge interest on the outstanding amount at the
rate of 2% per calendar month.
- Failure to comply with the payment terms (8b) will entitle the Seller to
invalidate any warranty claims.
If the Seller is prevented or delayed from making delivery of
any goods by reason of acts of God war hostilities civil disturbances
governmental restrictions strikes or industrial disputes or any other cause
whatsoever beyond the Seller's control the Seller may give notice in writing to
the Buyer either cancelling the Seller's outstanding obligations to deliver
those goods which the Seller is prevented from delivering or extending the time
for delivery by a period equivalent to that during which delivery has been
prevented and the Seller shall not be liable to perform or to pay damages for
nonperformance in this event.
The cancellation of an Order by the Buyer
shall not be effective without the prior written consent of the Seller and upon
any cancellation the Buyer shall pay to the Seller such sum as is reasonable in
respect of work done and materials ordered or supplied.
Except where the
Seller and the Buyer have otherwise expressly agreed in writing the Buyer is
deemed to have satisfied himself as to the suitability of the goods for the
purpose for which the Buyer requires them and the Buyer so warrants to the
Seller.
Warranty is as expressed in the Company's (or in the case of a
third party supplier) the manufacturer's Terms of Warranty.
No returned
goods will be accepted unless a Goods Return Number is obtained and quoted on
the Returned Parcels.
The Company Reserves the right to levy a 20%
handling charge on goods accepted back if they were ordered in error or are no
longer required.
Notification of Damage or Wrongly shipped items must be
made within 7 Days of invoice date.
Viglen Ltd. will not be liable to
any indirect, incidental or consequential damages.