PHOTO-GEN-IC LTD Terms and Conditions of Sale as of and from 21/01/2012
(1) In these conditions the following words have the following meanings:
Photo-Gen-Ic Limited (Company number 3028332) whose registered office is 7 Parc Hafren Business Park, Llanidloes, Powys SY18 6RB, United Kingdom. VAT number: 641 5511 62
the person or Company who accepts a quotation of the Company for the sale of the Goods or whose order for the goods is accepted by the Company.
in relation to either party, any circumstance beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other industrial action).
the goods (including any instalment of the goods) which the Company is to supply in accordance with these Conditions.
"Intellectual Property Rights"
patents, registered and unregistered designs, copyright, and all other intellectual property protection wherever in the world enforceable.
the standard terms and conditions of sale set out in this document.
the contract for the sale and purchase of goods
2 FORMATION OF CONTRACT
(1) Any quotation given by the Company shall, unless withdrawn by the Company, be valid for a period not exceeding twenty-eight days from its date. No order made by the Customer shall be deemed accepted until the Company's written Order Acknowledgement has been made.
(2) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
(3) These conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.
(1) The price of the goods shall be the Company's price as set out in its Order Acknowledgement.
(2) The Company reserves the right by giving notice to the Customer to increase the price for the Goods to reflect any increase in the cost to the Company after the date the order is received as a result of:
(i) Any alteration in the specification of the Goods requested by the Customer
(ii) An increase or decrease in the quantity of the Goods required by the Customer
(iii) Any alteration to the date of delivery of the Goods agreed with the Customer
All Prices are subject to the addition of value added tax at the appropriate rate which the Customer shall be additionally liable to pay to the Company.
(1) The Company reserves the right to deliver the Goods in part loads.
(2) Any dates for delivery for the Goods are approximate only and time for delivery shall not be of the essence unless previously agreed in writing by the Company. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the customer.
(3) Delivery notes bearing the signature of the Customer, its employee, officer, agent or representative, shall be conclusive evidence of receipt of Goods described thereon, unless claims for investigation are made in writing to the Company as from the delivery date, as set out below in clause 4(4).
(4) Any claim by the customer which is based on any defect in the quality or condition of the Goods (including, without limitation, that the Goods have been damaged in transit) or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 30 days from the date of delivery. 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.
(5) Any claim by the Customer which is based on defect in quantity of the Goods shall be notified to the Company within 30 days from the date of delivery. If the Customer does not notify the Company accordingly, the Company shall have no liability for such failure and the Customer shall be bound to pay the price as if the Goods has been delivered in accordance with the Contract and the Customer shall not be entitled to reject the Goods so delivered and shall accept the Goods delivered and shall accept the Goods delivered as part performance of the Contract.
(6) The costs of carriage shall in all cases be reimbursed by the Customer to the Company and shall be due on the date for payment of the supply of the Goods.
(1) Packing will be in accordance with the Company's Standard packing, unless specified in writing.
6 RISK AND TITLE
(1) The property and title in the Goods shall not pass to the Customer until all amounts due from the Customer to the Company in respect of Goods delivered to it have been paid for in full but the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. Until such time as the property in the Goods passes to the Customer:
(i) If the Customer fails to make any payment for the Goods to the Company when due, or becomes insolvent, or bankrupt or goes into liquidation, or makes any arrangements with its creditors, or has a Receiver appointed over any of it property or undertaking then the right to deal with the Goods under clause 6 (1) shall automatically cease, and the Company shall be thereupon entitled to enter upon the premises of the customer or any third party and re-claim the Goods.
(2) The Customer shall be wholly responsible for the Goods when they are delivered and shall ensure they are stored in an appropriate manner and in an appropriately controlled environment. The Customer can obtain guidelines as to storage from the Company on request.
7 TERMS OF PAYMENT
(1) The Customer shall pay strictly net thirty days from the date of the invoice unless otherwise agreed in writing. Time of payment of the price of the Goods shall be of the essence.
(2) The Customer shall pay all accounts in full and not exercise any rights of set off or counter-claim against invoices submitted.
(3) Payment is to be made in the currency stated by the Company in its invoice.
(4) If the Goods are delivered in instalments to the Customer the Company shall be entitled to render an invoice to the Customer in respect of the Goods delivered.
(5) If the Customer fails to make any payment in respect of any invoice rendered by the Company (whether or not all of the Goods have been delivered to the Customer) on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(i) Cancel the contract or suspend any further deliveries to the Customer.
(ii) Charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 8% per annum above Barclays Bank plc. base rate from time to time until payment in full is made.
(1) An order accepted by the Company may only be cancelled on the Customer giving two weeks written notice to the Company and such cancellation shall only be accepted by the Company if the Customer indemnifies the Company against any loss or liability that the Company shall suffer or incur (which shall include any loss of profit to the Company by its fulfilment of its part of the contract) by reason of the cancellation.
(1) The Company warrants the Goods supplied for a period of 12 months from the date of manufacture. Any Goods used after the warranty period are used at the customers risk.
(2) Subject to compliance with all the obligations under clause 4 hereof, which shall be a condition precedent to the Company's liability, the Company will repair or replace (at its option) any components of the Company's manufacture which are found to be defective due to faulty materials or workmanship. This warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
(3) In clause 9 (2) "defective" means not in accordance with contractual specification. The Company will accept that Goods are defective only after it has been given the opportunity to verify that the allegedly defective Goods do not meet the contractual specification.
(4) The warranties stated in this Agreement will not apply to the extent that a claim arises due to the Customer's failure to store Goods in accordance with proper commercial practice and the guidelines of the Company.
(5) The warranties and conditions stated in this Agreement are in lieu of all other warranties, conditions or other terms, whether express or implied warranties or conditions as to satisfactory quality, fitness for a particular purpose or as to the proper use of reasonable skill and care.
10 LIMITATIONS ON LIABILITY
(1) Nothing in this Agreement shall limit the Company's liability to the Customer for personal injury or death caused by its negligence or fraudulent misrepresentation.
(2) The Company's liability to the Customer, in contract, tort or otherwise for loss or damage to the Customer's tangible property, caused either by defects in the Good resulting from the Customer's negligence or by the negligence of its employees shall be limited to a maximum amount paid for the Goods in question per event or series of connected events.
(3) Subject to clause 10 (1) the Company shall not be liable in contract, tort or otherwise howsoever for losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise) including:
(i) Loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts; loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage or corruption to data;
(ii) Any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 10( 3) (i);
(4) Subject to clauses 10 (1) to 10 (3) above, the Company's total liability in contract, tort (including without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Goods or the supply or non-supply of the Goods or otherwise under this Agreement shall be limited to the price paid or payable for the Goods for any one event or series of connected events in aggregate.
11 FORCE MAJEURE
(1) If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
(2) Notwithstanding any other provision of the Contract, neither party shall be deemed to be in breach of the Contract, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under the Contract, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party and the time for performance is so prevented provided that is such delay or failure persists far more than 28 days the Contract shall terminate forthwith.
(1) The Contract shall be personal to the Customer and no rights arising hereunder shall be assignable by the Customer without the express written consent of the Company.
13 ENGLISH LAW
(1) English law shall apply to the Contract and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
7 Parc Hafren
Powys SY18 6RB
Company Reg. No. 3028332