Terms and Conditions
GENERAL TERMS OF SALE APPLICABLE TO SALES AND SERVICES (INCLUDING EXPORTS)
Revised: May 2010
These are the Terms of Sale of Invotec Extra a trading name of Invotec Solutions Limited, registered in England & Wales under CompanyNo. 5426719 whose registered office is at The Old School, 3 Forest Road, Hartwell, NorthamptonshireNN7 2HE.
In this agreement:
“Company, we” means Invotec Extra.
“Goods” means any goods we offer for sale.
“Customer, you” means you, any buyer or prospective buyer of the Goods
“Product Information” means any sales literature, quotation, specification or other document issued by the Company to any Customer
“Order Acknowledgement” means the Company’s written acceptance of the Customer’s order forming a Contract
2. Quotations and Acceptance of Offers
a. Any estimate or quotation given by the Company shall constitute an invitation to treat. Any order placed by a Customer shall constitute an offer, which the Company may accept or decline as it sees fit.
b. The Company reserve the right to withdraw or amend a quotation at any time before the receipt of an unqualified order. In any event any quotation not so accepted within 60 days from issue will be deemed to be withdrawn.
c. If the Company accepts your order, it will confirm acceptance of your order by written Order Acknowledgement and/or by issue of invoice.
d. Any error or omission contained in any Product Information may be subject to correction without liability on the part of the Company.
e. Descriptions, weights and sizes of goods may change from time accordingly; any such description shall not form part of this Agreement.
f. If the Company do not have the Goods you order in stock, we may offer you alternatives before we dispatch your order.
g. In the event that no quotation is requested by the Customer the price will be as stated in our Order Acknowledgement and/or invoice.
h. All prices quoted are exclusive of all VAT, duties and tax applicable under UK tax laws. Customers outside the UK are responsible for all their own applicable duties and taxes.
3. Price and Payment
a. Payment terms are as stated in our written quotation or invoice unless otherwise agreed in writing. The Company shall be entitled to invoice each part delivery as if it were a separate orderor contract.
b. All payments must be made by you to the Company in the currency specified in the Company’s invoice. All payments must be made by bank transfer to the bank account of the company specified in the Company’s invoice. You are responsible for bank charges in making payment to the Company to ensure payment of the Company’s invoice in full.
c. The Customer must make all payments without set-off or counter-claim in immediately available cleared funds.
d. Time of payment is of the essence. The Company reserves the right to claim statutory compensation and interest from the date any invoice becomes overdue at the rate currently applicable under the Late Payment of Commercial Debts (Interest) Act 1998. Where the Customer is not located in the UK, interest will be charged from the date any invoice becomes overdue at 5% per annum above the base rate of Barclays Bank plc, charged daily and compounded monthly.
e. If you fail to take delivery of Goods which the Company has notified you are ready for despatch, the Company will be entitled to invoice you for such Goods immediately.
4. Delivery and Risk
a. Unless otherwise agreed in writing delivery of goods shall be EXW.
b. The risk of goods supplied by the Company passes to the Customer when they are delivered.
c. The time quoted for delivery or completion is to be treated as an estimate only and while the Company will make all reasonable efforts to deliver or complete within the time quoted, it shall not be responsible or liable for any losses or damage caused to the Customer by late delivery or completion.
a. Until full payment has been received by the Company for Goods supplied to the Customer, the Goods shall remain the property of the Company.
b. Where property in the Goods remains that of the Company, the Customer may deal with the Goods in the ordinary course of business provided that:
- The Customer stores the Goods carefully and ensures that they are clearly identified as belonging to the Company.
- The Company may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than 14 days in payment of any sum due to the Company.• The Company and its agents or representatives shall be entitled at any time and without notice to enter upon any premises of the Customer in which the Goods are stored or kept or reasonably believed so to be.
- The Customer will insure the Goods for their replacement value naming the Company as the loss payee.
- The Customer’s power of sale shall automatically determine if a receiver, administrative receiver or liquidator is appointed or a winding up order is made against the Customer or the Customer commits any act of bankruptcy.
c. The Customer shall not be entitled to charge any Goods which remain the property of the Company by way of security for any indebtedness of the Customer, but if the Customer does so all money owing by the Customer to the Company shall forthwith become due and payable.
6. Taxes, Duties and Import Restrictions
You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country of residence.
a. The Company warrants that the Goods will correspond with their specification (whether or not this is included in any Product Information) at the time of delivery.
b. The Company at its discretion may replace faulty Goods before receiving Goods back from the Customer as reported faulty. If the Company can reasonably demonstrate to the Customer that failure was due to damage or misuse then the Customer agrees to pay in full the Company the price of the replacement Goods, delivery charges and any other expenses suffered by the Company incurred trying to resolve the situation.
c. A Customer must notify the Company of any warranty claim within 14 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 the Customer does not notify the Company the Customer shall not be entitled to reject the Goods, the Company shall have no warranty liability and the Customer shall be bound to pay the price.
d. The Customer must notify any claim based on any defect in the condition of the Goods on delivery within 48 hours from the date of delivery. If the Customer does not notify the Company the Customer shall not be entitled to reject the Goods.
a. In respect of any valid claim, the Company shall be entitled to replace the Goods free of charge or at the Company’s discretion refund to the Customer the price of the Goods but the Company shall have no further liability to the Customer.
b. The Company’s liability shall be limited to liability for direct losses or damage only and shall not extend to damages for loss of use or loss of profit or any indirect or consequential loss or damage however arising.
c. Notwithstanding the provisions of 8(a) above, where the Company is liable to the Customer such liability shall be limited to direct loss and damage only and shall not exceed 200% of the price of the Goods in question.
d. Advice and information in whatever form it may be given is provided in good faith by the Company only, and without liability, and the Customer shall have no claim against the Company for any loss, damage, costs or expenses arising out of the Customer or any other party relaying upon such advice or information except in respect of death or personal injury caused by the Company’s negligence.
e. Where Goods supplied or reconditioned, overhauled, repaired, serviced, tested or inspected by the Company are incorporated into another component the Company shall not be liable for any costs, loss, damage, liability or expenses suffered or incurred by the Customer or any third party arising directly or indirectly from or in respect of such Goods or component and the Customer shall indemnify and keep indemnified the Company from and against all costs, loss, damage, liability or expenses suffered or incurred by the Company.
f. We may make improvements or changes to our Product Information or to any of the Goods, at any time and without advance notice.
g. Where the Company provide Goods without specific charge, then they are deemed to be provided free of charge, and not to be associated with any other Goods or services for which a charge is made. Accordingly, there is no contractual nor other obligation upon the Company in respect of any free Goods.
You agree to indemnify the Company against any claim or demand, including, made by any third party due to or arising in any way out of your use of the Goods, or the infringement by you the Customer, of any intellectual property or other right of any person.
10. Entire Agreement
a. These terms constitute the Entire Agreement between the parties in connection with the sale of the Goods and supersede any previous arrangements, statement, representation or understanding given or made before the date of Order Acknowledgment in relation to the Goods.
b. Neither party relies upon any oral or written statement made by the other (whether made carelessly or not) which is not set out in these terms unless such statement is made or given fraudulently.
11. Rights of Third Parties
Nothing in this agreement shall confer on any third party any benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
13. No Waiver
No waiver by the Company, in exercising any right, power or provision hereunder shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
14 Dispute Resolution
In the event of a dispute arising out of or in connection with these terms or any contract between the Customer and the Company, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
15. Force Majeure
a. The Company shall have no liability or responsibility for the failure of any obligation under this Agreement so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
b. Where the Company claims the benefit of this provision it shall promptly after the occurrence of a Force Majeure Event:-
- Notify the Customer of the nature and extent of such Force Majeure Event; and
- Use all reasonable endeavours to remove such causes and resume performance under this Agreement promptly.
c. For the purpose of this clause 15 a Force Majeure Event means an event beyond the control of The Company which by its nature could not have been foreseen by The Company or if it could have been foreseen was unavoidable, and includes acts of God, storms, floods, riots, fire, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war, armed hostilities or national or international calamity, acts of terrorism or failure of energy sources.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The term EXW used in Clause 4 is as defined by Incoterms 2000.