1 GENERAL
In these terms and conditions
1.1 ‘Company’ means I4 Automation Ltd.
1.2 ‘Buyer’ means the person receiving a quotation or buying the goods or services from the Company.
1.3 Any of the terms and provisions of the Buyer’s order which are inconsistent with these conditions or which are not expressly contained herein shall not be binding on the Company and shall not form part of the Contract.
1.4 No waiver, alteration or modification of any of the provisions on the face or reverse hereof or any statement or representation shall be binding unless in writing and signed by the Proprietor of the Company and attached to or endorsed on the order accordingly.
1.5 All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Buyer shall not form part of the Contract unless expressly incorporated herein.
1.6 The Buyer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of goods into the country of destination (and any other country through which the goods pass in transit) and for the payment of any duties thereon. The Buyer shall fully indemnify the Company against any fines, penalties, costs, claims, damages, losses and expenses suffered by the Company as a result of the Buyer failing to comply with this clause 1.6.
2 PRICE
2.1 Prices are the prices quoted herein and are for the quantity mentioned and any reduction when ordering may have a consequential effect on the price.
2.2 Subject to clause 2.4 quotations are subject to acceptance within 30 days from the date of quotation providing the quotation has not been withdrawn in that period.
2.3 The Company’s prices are those prevailing at receipt of order at the Company’s premises and are ex-works. Such prices do not include VAT or any other tax, levy or duty, which will be charged extra.
2.4 In the event of any increase in the current or ruling price of the goods between the date of quotation of contract and the date of delivery, whether by reason of increases in the manufacturers’, distributors’ or suppliers’ price or the Company’s increase in prices, or for any reason whatsoever, the right is reserved to increase the price of the goods and any such increase shall be payable by the Buyer.
2.5 Trade benefits in the form of discounts will be subject to agreement.
2.6 All export prices are F.O.B. UK Port and are exclusive of packing, unless otherwise stated.
3 SETTLEMENT TERMS
3.1 Terms for payment shall be as stated in quotation and have been agreed in advance by the parties.
3.2 If the Buyer shall fail to pay any amount when due or if the Buyer shall fail or refuse to accept delivery of any goods or to give delivery instructions when the goods are ready for collection or despatch or if the Buyer is in breach of terms and conditions of any contract with the Company (including breach of these Conditions) and shall fail to remedy the same within 21 days of notice specifying the breach and requiring remedy if the breach shall be remediable or (if the Buyer is an individual) if the Buyer dies, is incapacitated, has a bankruptcy petition or order presented or made against him or makes or seeks to make any composition or arrangement with the creditors or any of his property is taken in execution or process of law or (being a limited company) a petition is presented or an order made for the winding up of the company, a petition is presented or an order is made for an administration order, a receiver or administrative receiver is appointed over any or all of the Buyer’s assets, the Buyer makes or seeks to make any composition or arrangement with its creditors or the Buyer is unable to pay its debts (within the meaning of section 123 Insolvency Act 1986) then the purchase price of all goods invoiced or despatched by the Company shall become immediately due and payable by the Buyer and the
Company shall, in its absolute discretion be entitled to treat as cancelled every contract made with the Buyer or, at the Company’s option to suspend or continue the delivery of goods without prejudice to any other rights of the Company and to recover all expenses, losses and damages resulting to the Company including (without limitation) loss of profit or other consequential loss.
3.3 Interest shall accrue on all sums due and outstanding at the rate of 8% p.a. above the HSBC Bank plc base rate in accordance with and at the rate set out from time to time under the Late Payment of Commercial Debt (Interest) Act 1998. The Company shall also have the right to claim compensation in accordance with provisions of that Act.
3.4 The Buyer shall not be entitled by reason of any dispute relating to the goods or any claim made by the Buyer under this or any other contract to withhold payment of any amount which is due to the Company hereunder or to set off against any such amount or payment any cross-claim whether liquidated or unliquidated for any sum or sums for which the Company does not admit liability.
3.5 The Company reserves the right in its absolute discretion to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or to become unsatisfactory and the Company reserves the right to sell or dispose of the goods produced for the Buyer and to recover any additional loss from the Buyer.
3.6 Any dispute concerning payments must be notified to the Company Credit Controller in writing within fourteen days of the date of the first statement following the invoice therefore and unless so submitted such statements and the invoices shall be
deemed to be correct. The Company reserves the right to recover from the Buyer all expenses incurred by the Company in the collection of any overdue sums.
4 RETENTION OF TITLE
4.1 The risk in the goods and all liability to third parties in respect thereof shall (where carriage is arranged by the Buyer) pass to the Buyer immediately upon delivery to the carrier or (where carriage is arranged by the Company) immediately upon delivery to the Buyer (save for export orders where risk shall pass to the Buyer upon delivery of the goods to the carrier at the relevant port) but property and legal title in the goods shall pass to the Buyer only upon payment in full of all funds payable to the Company in respect of such goods and all other goods or services sold or supplied to the Buyer under any other contract.
4.2 The Buyer shall, at all times, prior to full payment for the goods or products, hold the goods as bailee and fiduciary agent for the Company and store the goods or products referred to in 4.1 above in such a way that they are clearly identified as being the property of the Company and referable to each particular invoice.
4.3 Failure to pay the full amount due shall give the Company the right (without prejudice to any other right it may have) to repossess the goods at the
Company’s absolute discretion and the Buyer hereby irrevocably authorises the Company, its servants or agents, to enter on any land or premises upon which the goods are situated using force as necessary to give effect hereto. All goods supplied by the Company in the Buyer’s possession shall be presumed to belong to the Company (unless the Buyer can prove otherwise).
4.4 The Buyer shall not be entitled to sell, transfer, charge or otherwise dispose of the goods until such time as payment in full has been made except on the following conditions.
4.4.1 The Buyer shall hold all monies it received for such goods on trust for the Company and shall account immediately to the Company for all such monies to the extent of its indebtedness to the Company and shall nevertheless hold such monies in a separate account to identify them clearly as being the property of the Company;
4.4.2 The Buyer shall keep full and proper records of all goods sold in which the Company has retained property and of all monies received thereof;
4.4.3 The Buyer shall hold all such goods as bailee for the Company and is obligated not to destroy, deface or obscure any identifying mark, plate or packaging in relation to the goods;
4.4.4 The Buyer shall insure with a reputable insurance company any goods which are the property of the Company which are in the Buyer’s possession for the full replacement value and the Company shall on demand be entitled to inspect all insurance documents and receipts in respect thereof and the Buyer shall account to the Company for any insurance proceeds it receives for the goods.
4.4.5 The Buyer hereby assigns any rights of action against a third party in respect of any money due for the goods and the Company will account to the
Buyer for any monies received from the third party after the deduction of that due for goods supplied by the Company to the Buyer.
4.5 The Buyer’s rights under clause 4.4 shall cease if an event specified in clause 3.2 happens to the Buyer.
4.6 Where the goods are attached to either buildings or plants or machinery of the Buyer, the Buyer agrees that it is not its intention that the goods thereby become fixtures and fittings or part of the plant or machinery, but the goods shall remain as chattels and be severable from the buildings or plants or machinery.
5 GOODS ON LOAN
5.1 Goods are lent to the Buyer or otherwise delivered by the Company to the Buyer and the Buyer shall be absolutely liable for all and any loss or damage to the goods or part thereof howsoever caused and regardless of whether or not such loss or damage was due to the negligence of the Buyer, such liability arises immediately the goods are delivered to the carrier and continuing until and unless the Buyer returns the goods to the Company and the Company has certified as having received those goods in good condition at its premises.
5.2 If such loss or damage occurs then the Buyer agrees to pay the Company on demand in the Company’s absolute discretion either the full cost to the
Company of putting the goods into such state of good repair that the goods from time to time can be sold as new or the price of the goods as stated in the Company’s current price list together with all costs, claims and liabilities incurred by the Company.
5.3 It shall be the responsibility of the Buyer to return any such goods to the Company’ premises and to pay the cost of carriage and packing in respect of such return.
6 DELIVERIES
6.1 Delivery dates are estimates only and the Company shall take all reasonable steps to comply. The Company, however, shall not be liable for any loss, penalties or damage direct or indirect, occasioned by late delivery and, in no case shall delay be a ground for rejecting goods or for rescinding the contract.
6.2 All offers of goods from stock are subject to the goods remaining unsold at the time of acceptance of order by the Company.
6.3 Where the Buyer specifies periodic delivery, the final estimated delivery date must be within twelve months of the order being accepted by the Company.
6.4 Where a period is stated for delivery and such a period is not extended by mutual written consent then the Buyer shall take delivery within that period.
6.5 Where delivery of the goods is delayed at the request of the Buyer or the Buyer is for any reason whatsoever unable to take delivery the Company shall be entitled to charge the Buyer the actual or estimated cost of storing such goods whether or not stored at its own premises and without prejudice to any other claim it may have.
6.6 Without prejudice to the generality of clause 6.1, the Company shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Company.
6.7 The Company reserves the right to make part deliveries and to submit invoices for goods supplied as part of an order.
7 RETURN/CANCELLATION OF GOODS/CANCELLATION OF ORDERS
7.1 No goods may be returned for credit without prior agreement being obtained from the Company. The Company reserves the right to apply a re-stocking charge if goods are returned when agreed with the Company.
7.2 Cancellation of orders, which have to be made up specially (whether catalogued or otherwise), cannot be accepted.
7.3 Orders for goods, which are not current standard products, are only accepted on the condition that cancellation or return by the Buyer be accepted by the Company.
8 WARRANTIES
8.1 Without prejudice to the operation and effect of any other of these Conditions where the Company makes delivery of any goods which are defective other than through fair wear and tear or otherwise not in accordance with the Contract the Company’s liability shall be limited to an obligation, as it shall in
its absolute discretion decide, either (i) to repair or rectify the said goods, or (ii) to replace the said goods with goods which are in accordance with the
Contract, or (iii) to credit the purchase price against a re-delivery of the said goods provided that the Company shall be under no liability if anyone or more of the following apply:-
8.1.1 the goods have not been used or maintained reasonably or properly or used under normal operating conditions or
8.1.2 the goods have been used otherwise than in single shift working or
8.1.3 the Buyer has itself (or by a party not approved or authorised by the Company) executed or attempted to execute repairs or alterations to the goods or their installation or
8.1.4 the goods were sold as second-hand or reconditioned or
8.1.5 notice of the defect is not given to the Company within the warranty or guarantee period specified for the goods by the manufacturer of the goods (or if there is no such period within 12 months of delivery) or otherwise is not given in accordance with the manufacturer’s warranty or guarantee (if any).
8.2 The Company does not exclude liability for death or personal injury to the extent that it results from the negligence of the Company’s employees, agent or sub-contractors in respect of which as a matter of Law the Company would be liable.
8.3 Where any goods are delivered that do not comply with the Contract the Buyer shall prior to making any claim for damages or compensation on the
Company afford the Company a reasonable time and opportunity to act in accordance with sub clause 8.1.
8.4 To the extent that the Company is held liable to the Buyer for any breach of contract or tort or other act, default, omission or statement the Company’s liability for the same shall not exceed the sum insured by the Company at the date of the Contract for product liability. This restriction does not apply to any liability under clause 8.2.
8.5 The Buyer warrants that the goods will not be used unless and until the Buyer shall first have applied or taken all such protective or precautionary measures or applied all such warnings, notices, statements or makings or taken all such other precautions of whatsoever nature as may be required by law or as may be necessary or appropriate to preclude the making of any claim by any person who may use the goods or be affected on the grounds of the absence thereof. The Buyer shall indemnify the Company against all claims proceedings costs or expenses, which the Company may sustain by reason of any breach of this warranty.
8.6 Insofar as the Company may have the benefit of any guarantee or warranty given by any manufacturer of the goods or other third party the Company will at the request of the Buyer use all reasonable efforts to ensure that so far as may be practicable the benefit of such guarantee or warranty ensures to the Buyer and will at the Buyer’s request and cost execute an assignment of the benefit thereof to the Buyer.
8.7 Without prejudice to the operation and effect of any other of these Conditions, where goods are manufactured to design or specifications other than those of the Company then the Company’s warranty is limited to the materials and workmanship of the Company, which are to be of a reasonable standard in all the circumstances.
8.8 The Company cannot be held responsible for errors in drawings or samples.
8.9 If any contract entered into by the Company includes the supply of computer software then it shall be a term of that contract that (i) the Buyer immediately enters into a licence on the terms of the appropriate standard software licence supplied by the supplier and (ii) the Buyer shall not take any copies or back-ups of any sort of such software and (iii) the Company shall have no liability whatsoever in respect of the functionality or otherwise of the software and the Buyer shall rely exclusively on any guarantee or warranty given by the supplier of the software except where the Company loads the
software onto any hardware in which case if the software is not properly loaded the Company’s liability will be limited to a reloading of (or if necessary replacing) the software.
8.10 To the maximum extent allowed by law, the Company’s obligations and liability specified under these conditions shall be to the exclusion of all other liability to the Buyer and all other warranties, conditions, statements, express or implied, statutory or otherwise and whether contained in the Company’s literature or otherwise are hereby excluded and in particular, the Company gives no warranty regarding the fitness for purpose, performance, use, nature or quality of the goods notwithstanding that such performance or use may have been known (or ought to have known) to the Company, its employees or agents.
8.11 Without prejudice to the terms of this clause 8, the Company shall not, in any event, be liable to the Buyer for the loss to the Buyer for the loss of profit, business, contracts, revenue or anticipated savings, wastage of goods, loss of machine time or production time, wastage of labour, warehousing or transportation or any special, indirect, consequential or economic loss or damage of any nature.
8.12 The Buyer shall fully indemnify the Company against all losses, damages, costs, actions, claims, demands, fees, and other expenses (legal or otherwise) the Company may incur in consequence of the goods being (whether in whole or in part and directly or indirectly) involved in a claim under the
Consumer Protection Act 1987 except to the extent that the alleged defect in the goods the subject of such claim was directly caused by an act or omission of the Company.
8.13 Without prejudice to the operation and effect of any other of these Conditions the Company shall not be liable if the functionality of configurations of the goods do not meet the Buyer’s requirements or specifications.
8.14 If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid under any applicable statute or rule of law, it shall to that extend be deemed omitted, but if the Company thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions, limitations or provisions set out in this clause 8.
8.15 No condition, warranty or other term express or implied (by statute or otherwise) is given by the Company that the goods supplied by it are of any particular quality or will attain any particular performance or result or will achieve year 2000 conformity. Without prejudice to the generality of the above, the Company shall not, in any event, be liable for the loss to the Buyer of profit, business, contracts, revenue, wastage of goods, loss of machine or production time, wastage of labour or any special, indirect, consequential or economic loss or damage of any nature caused by non-year 2000 conformity. For the purposes of this clause 8.15 “year 2000 conformity” shall mean that neither performance nor functionality is affected by dates prior to, during and after the year 2000 and in particular a) no value for current date will cause any interruption in operation, b) date based functionality must behave
consistently for dates prior to, during and after the year 2000, c) in all interfaces and data storage, the century in any date must be specified either explicitly or by unambiguous algorithms or inferencing rules and d) the year 2000 must be recognised as a leap year.
9 BUYER’S WARRANTIES
The Buyer shall hold the Company harmless against loss, damages, or expense resulting from infringement of patents or trademarks or any other intellectual property rights arising from compliance by the Company with the Buyer’s design, specifications or instructions.
10 TRANSIT
10.1 The Company reserves the right to select methods of packaging and shipment. The Company shall under no liability arising from their choice of carrier or carriers, or from the act or omission of such carrier or carriers, and the Buyer waives all rights under section 32(2) of the Sales of Goods Act
1979 in addition to any other rights hereby excluded or restricted.
10.2 When necessary to use wooden cases, these will be charged at cost and are non-returnable.
10.3 The Company shall not be responsible for non-delivery of the whole of a consignment or any package forming part of a consignment unless the Buyer notifies the Company and the carriers within ten days of the despatch note or invoice date whichever is the earlier. In the case of goods damaged in transit or loss from a package or unpacked consignment, the Company shall not be responsible unless the Buyer notifies the Company and the carriers within ten days of receipt of the consignment. In the case of parcel post, the Company shall not be responsible for loss of a whole parcel, or in case of goods damaged in transit, or loss from a parcel, unless the Buyer notifies the Company within three days of the despatch note or invoice date whichever is the earlier.
10.4 Where the goods are to be delivered in instalments, each delivery shall 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 Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
11 INTERPRETATION OF CONTRACTS
All contracts for sale of goods or services will be interpreted in accordance with English law and both parties hereby submit to the non-exclusive jurisdiction of the English Courts.
12 CONTINGENCIES
The Company shall be relieved of all liability whatsoever, and to the extent to which fulfilment is prevented, frustrated or impeded as a consequence of conforming to any statute, or any rule, regulation, order or requisition made there under, or by any cause beyond its reasonable control.
13 NOTICES
Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be in writing and given to the party for whom it is intended at such party’s registered or main office or last known address, and given by registered or recorded delivery post or facsimile
transmission and shall be deemed to have been received five days after the date of posting or one day after the date of transmission as the case may be.
HEALTH AND SAFETY AT WORK ACT
I4 Automation products when used in normal or prescribed applications within the parameters set for mechanical and electrical performance in the technical data provided for each product range, will not cause any danger or hazard to health or safety if normal engineering practices are observed and they are handled/used in applications by trained/skilled persons in accordance with the relevant legislation, regulations (including I.E.E. wiring regulations) and the accepted rules or art for the industry concerned.
In the interests of Health and Safety, products should not be handled whilst ‘live’.
