HIVOLT CAPACITORS LIMITED
CONDITIONS OF SALE
1.0 INTERPRETATION
1.1 In these conditions:-
“Customer” means the person named on the invoice.
“Seller” means the person named on the invoice.
“Conditions” means the Standard Terms and Conditions of sales as set out on the rear of an invoice document.
“Contract” means the contract for the purchase and sale of the goods.
“Writing” includes telex, cable, facsimile transmissions, electronic or other comparable means of communications
1.2 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.
2.0 BASIS OF SALE
2.1 The Seller shall sell and the Customer, shell purchase the goods in accordance with any written order of the Customer which is accepted by the Seller, subject to these conditions.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents to the Customer ir its employees or agents which is not confirmed in writing by the Seller is followed or acted upon entirely at the Customers own risk.
3.0 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Customer shall be deemed to be accepted by the Seller or until confirmed in writing , by the Seller.
3.2 The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any application specification) submitted by the Customer within a sufficient time to enable the Seller to perform the Contract.
3.3 The quantity,quality and description of and any specification for the goods shall be those set out in the Sellers quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Seller).
3.4 The Customer shall indemnify the Seller against any loss, damages, costs and expenses awarded against or incurred by the Seller in connection with the settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any person which results from the Sellers use of the Customer specification.
3.5 The Seller reserves the right to make any changes in the specification of the goods which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the customer except with agreement in writing of the Seller and on terms that the Customer shall indemnify the Seller in full against all loss, damages, charges and expenses incurred by the Seller as a result of cancellation.
4.0 PRICE OF THE GOODS
4.1 The price of the goods shall be at the Seller’s quoted price. Where the goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 60 days only or until earlier acceptance by the Customer, after which time they may be altered by the seller.
4.2 Except as otherwise stated all prices are given by the Seller on an ex works basis, and where the seller agrees to deliver the goods otherwise than at the Sellers premises, the Customer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.3 The price is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to the Seller.
5.0 TERMS OR PAYMENT
5.1 The Seller shall be entitled to invoice the Customer for the price of the goods on or at anytime after the delivery of the goods, unless the goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the goods, in which event the Seller shall be entitled to invoice the Customer for the price at any time after the Seller has notified the Customer that the goods are ready for collection or the Seller has to deliver the goods.
5.2 The Customer shall pay the price of the goods within 30 days of the date of the Seller’s invoice,notwithstanding that delivery may not have taken place and the property and the goods has not passed to the customer. The time for payment of the price shall be of the essence of the Contract.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any of the rights or remedies available to the Seller, the Seller shall be entitled to:-
5.3.1 Cancel the Contractor suspend any further deliveries to the Customer.
5.3.2 Charge to the Customer interest both before and after judgement on the amount paid at the rate of 2% per annum above Midland Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.0 DELIVERY
6.1 Delivery of the goods shall be made by the Customer collecting the goods at the Seller’s premises at any time after the Seller has notified the Customer that the goods are ready for collection or, by the Seller delivering the goods.
6.2 Any dates quoted for delivery of the goods are approximate and time for delivery shall not be of the essence.
6.3 If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller’s reasonable control or the Customers default, the Seller’s liability shall be limited to the cost to the Customer of similar goods to replace those not delivered.
6.4 If the Customer fails to take delivery of the goods then without prejudice to any other right or remedy available to the Seller, the Seller may:-
6.4.1 Store the goods until actual delivery and charge the Customer the reasonable costs including insurance of storage or
6.4.2 Sell the goods at the best price readily obtainable and charge the Customer for any shortfall below the price under the Contract
7.0 RISK AND PROPERTY
7.1 Risk of damage to or loss of the goods shall pass to the Customer:-
7.1.1 In the case of goods to be delivered at the Seller’s premises, at the time when the Seller notified the Customer that the goods are available for collection; or
7.1.2 In the case of goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, the Customer wrongfully fails to take delivery of the goods, at the time when the Seller has tendered delivery of the goods.
7.2 Not with standing delivery and the passing of risk in the goods, or any other provision of these conditions, the property and the goods shall not pass to the customer until the Seller has received payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Customer for which payment is then due.
7.3 Until such time as the property and the goods passes to the customer, the Customer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate from those of the Customer and third parties and properly stored,protected and insured and identified as the Seller’s property. Until that time the Customer shall be entitled to re-sell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds,properly stored, protected and insured.
7.4 Until such time as the property and the goods passes to the Customer (and provided the goods are still in existence and have not been re-sold) the Seller shall be entitled at anytime to require the customer to deliver up the goods to the Seller and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and re-possess the goods.
7.5 The Customer shall not be entitled top ledge or in anyway charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Customer does so all the monies owing by the Customer to the Seller shall without prejudice to any other right or remedy of the Seller forthwith become due and payable.
8.0 WARRANTIES AND LIABILITY
8.1 The Seller warrants that the goods will correspond with their specification at the time of delivery or be free from defects in material and workmanship for a period of twelve months from the date of the invoice.
8.2 The above warranties given by the Seller are subject to the following conditions:-
8.2.1 The Seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer.
8.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear,willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions whether oral or in writing, misuse or alteration or repair of the goods without the Seller’s approval.
8.2.3 The Seller shall be under no liability under the above warranty (or any other warranty conditions or guarantee) if the total price of the goods has not been paid by the date of payment.
8.3 Any claim by the Customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure.
8.4 Where any valid claim in respect of any of the goods which is based on any defect in the quality or conditions of the goods or their failure to meet specifications is notified to the Seller in accordance with these conditions, the Seller shall been titled to replace the goods (or the part in question) free of charge or at the Seller’s sole discretion, refund to the Customer the price of the goods,but the Seller shall have no further liability to the Customer.
8.5 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, or any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller,its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or re-sale by the Customer except as expressly provided in these conditions.
8.6 The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
8.6.1 Act of God,explosion, flood, tempest, fire or accident;
8.6.2 War, or threat of war, sabotage, insurrection, civil disturbances;
8.6.3 Acts, restrictions,regulations, by-laws, prohibitions or measures of any kind on the part of any Governmental Parliamentary or Local Authority;
8.6.4 Import or Export regulations or embargoes;
8.6.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party).
9.0 INSOLVENCY OF BUYER
9.1 The clause applies if:-
9.1.1 The Customer makes any voluntary arrangement with its creditors or a Receiver is appointed or becomes subject to any administration order or (being an individual or firm)becoming bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.1.2 The Customer ceases or threatens to cease, to carry on business.
9.2 This clause without prejudice to any other right or remedy available to the Seller, either at common law or under the terms and conditions of the Contract any goods that have been delivered but not paid for, the price, shall become immediately due and payable.
10.0 GENERAL
10.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other person at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
10.2 No waiver by the Seller of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these conditions is held by any competent authority to be valid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
10.4 The Contract shall be governed by the laws of England.