9 Church Field Road, Sudbury, Suffolk, CO10 2YA
Definitions
In these conditions, ‘Company’ means Skyview Systems Ltd. Of 9 Church Field Road, Chilton industrial Estate, Sudbury, Suffolk CO10 2YA. ‘Customer’ means the other contracting party. ‘Products’ means all the goods or instalment of the products or any parts of them supplied by the Company under contract. ‘Order’ means the order placed by the Customer with the Company for the products. ‘Contract’ means the contract for the sale and purchase of the products accepted by the Company in writing to include telex, cable or facsimile transmission. ‘EXW’ has the meaning given in Incoterms 1990 as published by the International Chamber of Commerce.
Basis of Sale
The Company shall sell and the Customer shall purchase the products in accordance with any written quotation of the Company which is accepted by the Customer, or any written order of the Customer, which is accepted by the Company subject, in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions, subject to which any such quotation is accepted, or purported to be accepted, or any such Order is made, or purported to be made by the Customer. No variation to these conditions shall be binding unless agreed in writing by the authorised representatives of the Customer and the Company. The Company’s employees or agents are not authorised to make any representations concerning the products, unless confirmed by the Company in writing. In entering into the Contract, the Customer acknowledges that it does not rely on and waives any claim for breach of such representations, which are not so confirmed. Any advice or recommendations given by the Company or it’s employees, or agents to the Customer, or its employees, or agents, as to storage, application or use of the Products which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customers own risk. Accordingly the Company shall not be liable for any, such advice or recommendation which is not so confirmed. Any typographical, clerical or other omission in any sales literature quotation, price list, acceptance of offer, invoice or other document or information issued by the Company, shall be subject to correction without any liability on the part of the Company.
Orders and Specifications
No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative. Where a Customer does not have an account with the Company, our acceptance of an order is defined by payment. The Company reserves the right to issue a pro forma in advance of accepting any order. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the Products within a sufficient time enabling the Company to perform the Contract in accordance with its terms. The Company reserves the right to make any changes in the specification of the goods, which are required to conform with any applicable statutory or EC requirements or where the products are to be supplied to the Company’s specification, which do not materially affect their quality or performance. No order which has been accepted in writing by the Company may be cancelled by the Customer except with the written agreement of the Company and on terms that the Customer shall indemnify the Company 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 Company as a result of the cancellation.
Validity of Quotations and Acceptance
Unless otherwise stated, a quotation is open for offer by the Purchaser within the period stated therein, or where no such period is stated, within 30 days from the date of such quotation, provided always that it shall not have been withdrawn previously by the Company. A quotation is not an offer capable of acceptance by the Purchaser and all orders placed by the Purchaser are subject to acceptance by the Company. A binding contract will only have been created with the Company when the Company has despatched to the Purchaser a written form of Acknowledgement of Order. All quotations or pro-forma invoices shall be subject to these conditions and, unless otherwise stated by the Company, shall be valid for a period of thirty (30) days, but may be withdrawn by the Company at any time. The quotation and/or pro-forma invoice is not an offer to proceed and the Customer is required to place a written Order. Installation work, when quoted for, would not normally include civil works.
Prices
Unless otherwise stated, all prices are in Pounds Sterling, net EXW Sudbury, UK. The price of goods shall be the Company’s quoted price, or where no price has been quoted (or a price is no longer valid), the price listed in the Company’s published price list at the date of acceptance of the order. If required, carriage will be charged at quoted prices. Export Orders will be shipped by air freight with all charges forward unless otherwise advised. A pro-forma invoice with Shipping charges quoted for any chosen transport method will be provided on request.
All prices quoted by the Company are for quantities of the Products specified in the quotation and are not necessarily applicable to different quantities. Unless otherwise indicated by the Company no price quoted by the Company will include the supply of any descriptive literature or instructions (other than one copy in the English language of instructions for the operation of the Equipment) or the services of an engineer on site for the purpose of checking, servicing or commissioning the equipment, or the cost of packing, insurance or carriage. Unless otherwise agreed in writing owing to the fluctuations in the prices of materials and labour over which we have no control, all Orders are accepted for delivery at prices ruling at date of despatch. Value Added Tax if applicable will be charged in addition to the prices quoted at the rate prevailing at the date the Products are despatched. Engineering times quoted for site services are Estimates unless otherwise specified as Fixed Costs. Engineering rates are based on normal office working hours and do not, unless otherwise specified, cover overtime, weekends, nightshifts or holidays and any engineering time during these periods will be subject to an additional surcharge. Expenses will be subject to an administration surcharge. The Customer will be liable for engineering time and expenses for any abortive work outside the control of the Company, including but not limited to difficulties with site access, document requests not made in writing in advance, adverse weather conditions or changes to the scope of works in the Contract.
Price Adjustment
The Company reserves the right at any time prior to delivery to vary the price quoted for the Products, if following the date of quotation the cost of supplying the Products is increased by any factor beyond the control of the Company or if any change in delivery dates, quantities or specifications for the Products which are requested by the Customer, or any delay caused by any instructions to the Customer, or failure of the Customer to give the Company adequate information or instructions. If any such variation in the net price of the Products results in an increase in price of more than five (5) per cent, the Customer may cancel the Order by notifying the Company in writing within seven (7) days of notice of such increase.
Payment
UK Customers
Unless otherwise agreed, payment is to be made against the Company’s invoice in cash within 14 days of the invoice date. The Company reserves the right to charge 2.5% of the invoice value per month, or part thereof, on all overdue accounts.
Overseas Customers
Unless otherwise agreed, payment in full must be made by net credit transfer to the Company in advance of delivery.
Taxes
For the Orders supplied within the UK, all prices are exclusive of VAT, which will be charged at the rate current at the date of the invoice. For Orders supplied within the EC, VAT will be charged at the UK rate current at the end of the date of the invoice, unless a valid EC VAT number is supplied prior to despatch. For orders supplied outside the EC, all prices are exclusive of all taxes, charges or levies of any kind, whether payable on the supply of the Products to destinations outside the EC or otherwise, and these are payable by the Customer.
Penalty Clauses
Penalty clauses on Customer Orders or Contracts cannot be accepted unless a specific undertaking in writing is secured from the Company.
Forwarding Instructions
These shall be provided by the Customer not later than seven (7) days after being advised that the products are ready for despatch. If no forwarding instructions are received within this period, the Company shall have the right to deliver the Products and claim full payment.
Delivery and Risk
Goods shipped within the UK are insured in transit by the Company. Goods shipped overseas are only insured on request and then at the Customer’s cost. The risk of loss or damage to the goods shall pass to Customer upon delivery of the goods at Customer’s authorised trading premises specified in the order by Customer or to a carrier on Customer’s behalf (whichever is sooner) whereupon Customer shall be responsible for obtaining and paying for appropriate insurance. Unless otherwise specified, delivery shall be deemed to take place when the Products have been delivered to the Customer’s carrier, FOB Sudbury, UK. All dates and times specified to the Customer are estimates only and the Company shall have no liability for delay or for any damages or losses sustained by the Customer a result of such dates or times not being met. The Customer must make all claims for shipment shortages to the Company in writing within three (3) days of the date of delivery. Where the goods are delivered in instalments, each delivery will constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions, or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
Licences and Authorisation for Materials
All Contracts are subject to the receipt of any necessary licence or material authorisation and if so required by the Company, these will be obtained and supplied by the Customer.
Title
The Company shall retain title to the goods until it has received payment in full for all sums due in connection with the supply of all goods and services to Customer at any time. For these purposes the Company has only received payment when irrevocably credited to its bank account. If any goods owned by the Company are attached to, mixed with, or incorporated into other goods not owned by the Company, and are not identifiable or separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for as long as and on the same terms on which it would have retained title to the goods in question.
The buyer shall store goods owned by the Company in such a way that they are clearly identifiable as the Company’s property, of the persons to whom it sells or disposes of such goods and of the payment made by such person for such goods. It will allow the Company to inspect these records and the goods themselves on request. All goods supplied by the Company in Customer’s possession shall be presumed to belong to the Company (unless Customer can prove otherwise).
The Company shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of goods owned by the Company immediately prior to their sale. Such proceeds shall be held in trust for the Company.
If Customer fails to make any payment to the Company when due, enters into bankruptcy, liquidation or receivership or a composition with its creditors, has a receiver, administrator, or manager appointed over all or a part of its assets, or becomes insolvent, or ceases to trade or if the Company has reasonable cause to believe that any of these events are likely to occur, the Company shall have the right, without prejudice to any other remedies:
to enter without prior notice any premises where goods owned by the Company may be, and to repossess and dispose of any goods owned by the Company so as to discharge any sums owed to the Company by the Customer;
to require Customer not to resell or part with possession of any goods owned by the Company until Customer has paid in full all sums owed by it to the Company;
to withhold delivery of any undelivered goods and stop any goods in transit.
Unless the Company expressly elects otherwise any contract between the Company and Customer for the supply of goods shall remain in existence notwithstanding any exercise by the Company of its rights under this clause.
Specification and Product Description
In line with the Company’s policy of continuous improvement it reserves the right to vary the specification from time to time. All specifications, drawings and technical descriptions provided by the Company are the Company’s copyright. Catalogues, price lists and other advertising matter are issued to indicate the type and range of goods offered and no particulars therein are binding on the Company.
Cancellation Policy
No order which has been accepted in writing by the Company may be cancelled by the Customer except with the written agreement of the Company. Cancellation of written orders including purchase orders is subject to a minimum restocking and administration charge of 25%.
Restocking Policy
Goods returned in the original unopened cartons are subject to a minimum restocking charge of 25%. Shipping charges must be prepaid. Goods returned in other than original cartons will be subject to additional charges for inspection and repackaging. The Company will not accept goods that have been discontinued. The Company will only issue credit for returned goods (net of all charges) redeemable for other merchandise from the Company.
Warranty and Liability
The above warranty is given by the Company subject to the following conditions:
The Warranty period for Products supplied by the Company is limited to six (6) months unless stated otherwise by the Company.
All warranty claims must be made in writing to the Company within the warranty period.
Products returned to the Company for replacement under the terms of the Warranty must be received by the Company within the warranty period or reasonable time thereafter at the discretion of the Company.
The Company shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the Customer, and shall not be liable for the inter-operability of the Product with any other hardware or software Product not supplied by the Company. The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Company’s approval. The Company shall be under no liability under the above warranty (or any other warranty, condition, guarantee) if the total price for the goods has not been paid by the due date for payment. The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customers shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
Subject as expressly provided in these conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these conditions. 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 (whether or not delivery is refused by the Customer) be notified to the Customer within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
Where any valid claim in respect of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to repair or replace the goods (or the part in question) free of charge or, at the Company’s sole discretion, refund the Customer the price of the goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
The Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or any other term, or any duty at common law, or under the express terms of the contract, for 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 Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer, except as expressly provided in these conditions. The Company 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 Customer’s obligations in relation to the goods if the delay or failure was due to any cause beyond the Company’s reasonable control.
Force Majeure
The Company shall without prejudice to other provisions hereof, be entitled to cancel or rescind any contract and shall not be liable for any loss or damage if its ability to perform its obligations under the contract is in any way adversely affected for any reason whatsoever not within the Company’s control. Or by commercial unfeasibility including the failure by the Company’s supplier to fulfil their obligations, the denial or cancellation of necessary permits or licences or substantial increases in the cost performance.
Repairs
Goods returned to the Company for repair outside of the stated warranty period will be returned only on prior payment of the return invoice. An estimate of repair costs will be provided prior to carrying out the work if specifically requested in writing.
Waiver
No failure or delay by the Company in exercising any of its rights under these Terms and Conditions shall operate as a waiver thereof nor shall any single defective or partial exercise thereof preclude any other or future exercise of that or any other right.
Entire Agreement
These conditions supersede all previous conditions, understandings, commitments, agreements or representations whatsoever, whether oral or written, relating to the subject matter hereof, and shall not be varied without the Company’s written consent.
Governing Law
These terms and conditions shall be interpreted according to and shall be governed by English Law and the Customer agrees to submit to the exclusive jurisdiction of the London Court of Arbitration in any dispute or difference of any kind which may arise concerning the Contract. The County Court shall be used to settle any small disputes within England and Wales.