TERMS AND CONDITIONS OF SALE
The purpose of these terms and conditions is to set out the provisions under which In2Connect UK Ltd (hereinafter, the ‘Supplier’) supplies, upon request, any connectors and interconnection solutions (hereinafter, the ‘Product’ or ‘Products’) to professional purchasers (hereinafter, the ‘Purchaser’ or ‘Purchasers’).
1.1 “The Seller” means ‘In2Connect UK Ltd’.
1.2 “The Buyer” means the person or company who buys or agrees to buy goods or services from the Seller.
1.3 “Goods” means the goods which are supplied under this Contract.
1.4 “Contract” means the Contract for supply of goods and/or services
1.5 “Writing” includes facsimile transmission or the inclusion of ‘locked’ .pdf files attached to e-mail correspondence and comparable methods of communication.
2 Entire Agreement
2.1 The Conditions of Sale shall apply to the supply of goods and services by the Seller to the Buyer and shall prevail over any conflicting terms and conditions of the Buyer or established course of dealings between the parties. In placing any order or accepting delivery from the Seller, the Buyer accepts the Conditions of Sale to the exclusion of all other terms and conditions save to the extent that any variation is expressly agreed to in writing by the Seller. The signing by the Seller of any of the Buyer’s documents shall not imply any modification of these terms.
3 Order Acceptance
3.1 Orders must be made in writing by means of a purchase order that has been duly signed by the Purchaser. No order by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Supplier’s official written Order Acknowledgement, unless the Seller’s quotation specifies that it is a bid in response to an invitation for bids in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms. Such acceptance may be made by any means chosen by the Supplier, including the exchange of emails. Accepted orders cannot be cancelled except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller against all loss, material and consequential incurred by the Seller as a result of cancellation. Each contract entered into with the Purchaser is done so on a personal basis; accordingly, the Supplier’s acceptance of the order is dependent on the identity of the Purchaser. The Purchaser is prohibited from assigning or transferring the rights and obligations derived from the contract in any manner whatsoever (including by means of a transfer or lease of the management of its business, the raising of capital or, where applicable, the transfer of securities or change in control of the Purchaser company), without the prior, express, written agreement of the Supplier which is free to oppose such transfer or assignment.
4.1 Where the Seller supplies Goods or Services which are not to its standard specifications the Seller relies upon the Buyer supplying all necessary relevant accurate particulars and information. Any errors or omissions contained in such particulars and information supplied at any time resulting in any loss or damage to the Buyer shall be the Buyer’s sole responsibility.
4.2 The Seller reserves the right to effect design changes without notice as required by technical developments or where such changes are effected by the Seller’s suppliers.
4.3 The Buyer agrees to indemnify the Seller against all liability arising from the Seller’s performance of the Buyer’s order in accordance with the Buyer’s specification where such specifications infringe any patent trade mark registered design or other intellectual property rights not owned by the Buyer or the Seller.
4.4 All documents drawings and specifications supplied by the Seller are the Seller’s copyright and may not be disclosed to third parties (other than the ultimate user of the goods) or be reproduced without the Seller’s consent in writing.
4.5 The Buyer agrees to indemnify the Seller against any loss, damage, costs (including legal costs), claims or expenses incurred by the Seller in respect of any liability established against the Seller by a third party arising out of or in connection with the Contract
4.6 When goods are made or adapted by the Seller in accordance with the Buyer’s specifications, the Buyer shall promptly fully and effectively indemnify and keep indemnified the Seller against all costs (including legal costs), claims and expenses incurred by the Seller in respect of the infringement or alleged infringement by such goods of any patents, registered designs, trade marks or other rights belonging to third parties.
5.1 All prices unless otherwise stated are exclusive of VAT which will be charged in addition at the standard rate at the appropriate tax point. On the basis of changes in prices for raw materials or increases in fixed expenses, the Supplier may modify its prices at any time without notice by simply informing the Purchaser of the change in writing. In any case, any change to the prices under such conditions may only be justified due to the extra costs incurred which are outside the control of the Supplier. Any other change to the prices by the Supplier will require sufficient prior notice.
The Purchaser will be deemed to have accepted the new prices if it places an order subsequent to the notification of the new prices.
Any event outside the control of the Parties which increases the net total of the order between the date of its completion and the date of payment (such as changes to taxes and para fiscal charges) will as of right be enforceable against the Purchaser and taken into account in the issuance of the final invoice without it being considered a unilateral change to the contract. Under no circumstances will the revision of the price on this basis entitle the Purchaser to cancel the order placed.
5.2 Firm quotations are valid for 30 days unless stated otherwise on the quotation and represent no obligation until the Seller acknowledges the Buyer’s order in writing.
5.3 Apart from firm quotations, all orders are accepted only on condition that the goods will be invoiced at the price ruling at the date of despatch and the Seller will arrange carriage at the cost of the Buyer.
5.4 It is the Buyer’s responsibility to provide the Seller with detailed design specification and quantities of goods required before the manufacturing process can commence. The Seller reserves the right to amend prices and estimated delivery dates in respect of any change to such information supplied by the Buyer or in respect of any delay caused by the failure of the Buyer to give the Seller adequate information or instructions.
5.5 All Customs and Excise duties, import and/or export duties and other taxes, tariffs and surcharges of any nature whatsoever now or hereafter levied or imposed in any country or territory either directly or indirectly in respect of the supply shall be borne by the Buyer and are payable in addition to the Price.
5.6 All tooling will remain the property of In2Connect UK Ltd to the entire exclusion of any interest therein of the Buyer notwithstanding that the Seller charges the Buyer the whole or a proportion of the costs thereof.
6 Delivery and Risk
6.1 Delivery dates quoted by the Seller are best estimates only and in regard to any such dates time shall not be of the essence.
6.2 Late delivery does not entitle the Buyer to cancel his order or any part of it.
6.3 Unless otherwise agreed delivery will be at the Seller’s point of supply and goods will be packed to the Seller’s normal specification in non-returnable packaging and carriage will be arranged at the expense of the Buyer. Where it has been decided that the Supplier will organise the transport of the Products, the Supplier will ensure the transportation of the Products at its own risk, excluding unloading. The Purchaser will bear transportation costs. The Purchaser will always bear the costs and risks of the unloading of the Products. In such a case, the transport costs of at least £15.00 excl. VAT will be invoiced to the Purchaser for deliveries within the UK. Any order requiring the dispatch of several packages, a package weighing over 30 kg, or any order dispatched outside of the UK will incur supplementary fees as determined by all extra costs for such transport.
6.4 The Seller will not be responsible for any claims for damage in transit or shortage of delivery unless notice in writing is given to the carrier concerned and a separate complete claim is sent to the Seller within 5 days of receipt of the goods.
6.5 In the case of loss of goods, the Buyer must send a complete claim in writing to the Seller within 7 days of the receipt of goods or receipt by the Buyer of the Seller’s invoice, whichever is the earlier.
6.6 Where the Buyer arranges delivery, risk shall pass to the Buyer on delivery to the carriers. In all other cases, risk shall pass to the Buyer on delivery to the Buyer.
6.7 The Seller shall be entitled to deliver goods in one or more consignments and to invoice each consignment separately.
6.8 Buyers outside UK are responsible at their own expense for obtaining any import license required. The Buyer is responsible for arranging carriage by its own appointed carriers who will collect goods from the Seller’s point of supply in the UK.
7.1 Each delivery will be the subject of a delivery note that the Purchaser, or representative (e.g. carrier directly contracted by the Purchaser) will have to sign upon receipt of the Products. The Purchaser or its representative must check the apparent condition of the Products on delivery. The Seller will not be liable in respect of any claim by the Buyer that goods are defective or do not conform to the contract specification unless the Buyer notifies the Seller in writing of such claim within 15 days of the date of despatch of the goods by the Seller. The Purchaser must provide all required proof on the existence of the observed defects or irregularities. The Purchaser must give the Supplier every opportunity to examine such defects and rectify them. The Purchaser should neither attempt to rectify such defects nor contract a third party to do so.
Minor visual or aesthetic defects will not entitle the Purchaser to return the Product unless agreed to by the Supplier; nor will they give the Purchaser any right to compensation or damages.
In any event, the Purchaser will not be entitled to return the ordered Products without the prior written agreement of the Supplier, which may first examine the alleged not-as-described or non-compliant Product. If Products are returned without such prior agreement, the Products will be held for the Purchaser and Supplier will not make any adjustments to them in any way.
No return will be accepted if the Products are not in their original wrapping and packaging.
Any agreed returns will be carried out at the expense and risk of the Purchaser (subject to the provisions of Article 9).
In the case of a return of Products, a return slip, containing information on the reason for the return, the Products’ batch number and the delivery number, must be completed by the Purchaser; failure to do so will entitle the Supplier to reject the return.
8 Payment Terms
8.1 All payments will be due 30 days from the date of invoice except where the Seller stipulates cash with order or cash on delivery terms or an alternative method of payment. The price may be paid by bank card, cheque, bank transfer (SWIFT or SEPA), or bill of exchange. No other means of payment will be accepted.
For orders of a particularly high volume or value, the Supplier may require an advance payment of fifty percent (50%) including taxes (based on the total purchase amount including taxes) of the order. In the case of orders requiring a relatively long production time, several advance payments made during production may be demanded. Where applicable, the Supplier will inform the Purchaser of the details of the advance payment(s) at the time the order is placed. In this case, the order will only be deemed fully accepted after the full receipt of the first advance payment.
The initial advance payment mentioned will under no circumstances be considered a reimbursable deposit. Thus, if the Purchaser cancels the order after its acceptance by the Supplier, the advance payment made on the order will be, as of right, acquired by the Supplier and not give rise to any refund.
8.2 In the case of late payment the Seller reserves the right to charge interest on any late payment at the rate of 2% per month above LIBOR on any overdue payment, interest being calculated on a daily basis. In the event of late payment and without prejudice to any other possible action, the Supplier reserves the right to suspend or cancel the supply of Products ordered by the Purchaser, and in general suspend the fulfillment of its own obligations to the Purchaser.
8.3 If the Buyer has failed to meet the Seller’s payment terms, the Seller may delay delivery or cancel the order and / or other orders received by the Buyer.
8.4 In the case of exports from the UK unless otherwise agreed all payments shall be made by direct transfer to the Seller’s UK bank account, all charges at Buyers and Sellers banks to be added to the invoice value.
9.1 The Seller may invoice the Buyer in respect of the supply of goods at the earlier of the following dates: 1. The date the goods are shipped 2. The date the goods are ready for shipment if they are held at the Seller’s premises by instructions of the Buyer or for lack of shipping instructions from the Buyer.
10.1 Title to and property in goods supplied by the Seller shall remain vested in the Seller until the price of the goods and all other monies due from the Buyer to the Seller on any other account has been paid in full. However, risks of loss and damages will transfer to the Purchaser on the day the Products are delivered to the Purchaser or any third party commissioned by the Purchaser (e.g. carrier). Such transfer of risks will occur regardless of when the Purchaser actually pays for the Products.
10.2 Until such time as title in the goods has passed to the Buyer:-
10.2.1 The Seller shall be entitled to repossess any of the goods in which it retains title and for such purpose the Seller and its agents or representatives shall be entitled at any time and without notice to enter upon any premises in which the goods are stored or kept or reasonably believed so to be.
10.2.2 The Buyer shall store the goods carefully and ensure that they are clearly identified as belonging to the Seller who shall be entitled to examine such goods in storage; the Buyer will insure the goods for their replacement value naming the Seller as the Loss Payee.
10.2.3 The Buyer shall not be entitled to charge any of the goods which remain the property of the Seller by way of security for any indebtedness of the Buyer but if the Buyer does so, all money owing by the Buyer to the Seller shall forthwith become due and payable.
10.2.4 The Buyer shall be entitled to resale or use the goods in the ordinary course of its business but shall keep all proceeds of resale separate from any moneys or property of the Buyer and third parties and while payment is pending, the Purchaser must immediately inform the Supplier of any seizure or any other third-party action on the encumbered Products, thereby allowing the Supplier to oppose the action and maintain its rights. In any event, the Purchaser is prohibited from pledging or using as collateral any Products encumbered by this retention of title clause.
11 Warranty and Liability
11.1 It shall be the responsibility of the Buyer to determine the suitability of Goods for their intended purpose and/or actual application and their compliance with applicable laws, regulations, codes and standards and the Buyer assumes all risks pertaining thereto.
11.2 Except for 11.1, the Seller warrants that the goods will be of satisfactory quality and will conform to any specifications agreed by the Seller in writing and further, that they will be within the normal limits of industrial quality of such products.
11.3 Within a 6 month period from delivery the Seller warrants at its discretion to refund the price or to repair or replace free of charge any of the goods found to its satisfaction to be defective owing to faulty materials or workmanship provided that the goods have not been modified or repaired, other than by the Seller or subjected to abnormal use, and have been operated stored and maintained within the Seller’s recommended conditions of use.
11.4 Upon the issuing of a Return Note Number by the Seller, Goods returned under warranty shall be delivered to the Seller’s premises at the Buyer’s expense and subject to an inspection charge (if applicable) of 15% of the invoice price together with VAT thereon if the goods are found not to be defective.
11.5 The Seller expressly excludes liability for special indirect or consequential loss which may arise including the Buyer’s loss of profit business revenue goodwill or anticipated savings.
11.6 The Seller’s liability to the Buyer (save under the terms of clause 11.4 hereof) is limited to the total price of the goods and the Buyer agrees that this shall constitute its exclusive remedy.
11.7 In the case of goods repaired or replaced by the Seller the Warranty Period will terminate at the end of the Warranty Period relating to the goods originally supplied.
11.8 If the Buyer returns to the Seller goods for examination or repair upon which the warranty period has expired, the Seller shall be entitled in all cases to invoice the Buyer for the cost of returned carriage to the Buyer and further, to make an inspection charge of 15% of the invoice price of the goods.
11.9 Subject as expressly provided by these Terms and Conditions (and except where Goods and Services are supplied within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of misrepresentation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract or in Tort for any damage to physical property, or for any consequential loss or damage, costs or 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 Goods or Services under the Contract
12.1 If the Buyer fails to make payment due to the Seller on the due date or commits any other breach of this agreement and fails to remedy such breach within a period of 30 days from receipt of notice in writing from the Seller requesting remedy or if the Buyer enters into an arrangement with its creditors or goes into liquidation or passes any resolution for winding up or becomes subject to the appointment of any receiver, administrative receiver or administrator or becomes bankrupt then:-
12.1.1 The Seller may by notice in writing to the Buyer forthwith cancel the order and any other orders outstanding between the parties, without prejudice to any other rights or remedies of the Seller and to the Buyer being liable in such cases for completed and partially completed deliveries and work.
12.1.2 The Seller may require payment in cash before despatch of undelivered Goods
13 Force Majeure
13.1 The Seller shall have no liability in respect of any delay in delivering or performing any obligations to the Buyer due to any cause of whatever nature outside the reasonable control of the Seller or the Seller’s suppliers. A force majeure event includes the occurrence of any natural disaster, fire, war, accident, flood, conflict, terrorist attack, strike effecting the Supplier or Purchaser, carriers, postal services or public services, an injunction issued by public authorities (import prohibition, embargo), operating incidents, machine breakdown, or explosion.
13.2 In such event the Seller may without liability cancel or vary the terms of the agreement including extending the time for performing it the Buyer shall take and pay for such part of the goods as the Seller shall be able to deliver.
14 Delivery by Instalments
14.1 Where goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the whole Contract as repudiated.
15.1 If at any time one or more of these conditions becomes invalid illegal or unenforceable in respect of any law such terms shall be deemed to be severed from the contract and the validity and enforceability of the remaining provisions shall not be affected or impaired.
16.1 No forbearance by the Seller in enforcing any of these terms shall prejudice the right of the Seller to enforce these terms, nor shall any waiver by the Seller operate as a waiver of any subsequent breach.
16.2 No amendment or variation of these conditions will be valid unless in writing and signed by a Director of the Seller.
16.3 Headings to the clauses in these conditions are inserted for convenience only and do not affect the construction of them.
16.4 The Seller shall be entitled to sub-contract the manufacture of the goods in whole or in part.
16.5 If the Contract provides for testing or inspection of the goods by or on behalf of the Buyer prior to delivery whether at the Seller’s premises or elsewhere, then upon the Seller giving written notice of the availability of the Goods for testing and/or inspection the Buyer shall inspect and/or test the Goods within 7 days of such notice.
17.1 This agreement shall be governed by and interpreted in accordance with English Law and the Buyer submits to the exclusive jurisdiction of the courts in England and Wales.