TECHNIC ELECTRIC LIMITED

TERMS AND CONDITIONS  OF SUPPLY

 

 

 

 

1.                  DEFINITIONS

 

1.1                “Acceptance” means a numbered acknowledgement of order by the Company signed by an authorised Officer as directed by the Board of Directors of the Company.

1.2                “Company” means Technic Electric Limited.

1.3                “Conditions” means the terms and conditions set out herein.

1.4                 “Goods” means the goods or work and materials or services specified in the Acceptance.

1.5                 “Purchaser” means the person, firm or company to whom the Acceptance is addressed.

 

2.                  QUOTATIONS

 

2.1                Any quotation (that is, any offer, price list, tender, proforma invoice for goods or services or any other similar document) issued by the Company shall be subject to these Conditions and shall remain open for a period of thirty days (sixty days in case of export) from its date of issue.

2.2                All quotations are subject to confirmation and acceptance by the Company upon receipt of a purchase order and will not be binding until or unless so accepted by the Company in writing.

2.3                The Company reserves the right to refuse any order.

2.4                The Company reserves the right to amend any accidental error or omission in any quotation.           

 

3.                  ACCEPTANCE

 

3.1                The Conditions shall apply to any order or quotation unless alternative or additional terms and conditions are expressly accepted by the company in writing prior to Acceptance.

3.2                Acceptance by the purchaser of delivery of the Goods shall (without prejudice to Condition 3.1 or any other manner in which acceptance of these conditions may be evidenced) be deemed to constitute unqualified acceptance of the conditions.

 

4.                  PRICES

 

4.1                Prices quoted shall be exclusive of VAT and any other taxes and duties, which shall where applicable be charged in addition at the prevailing rate.

4.2                Prices shall remain as quoted by the Company for the order and shall not be subject to variation if accepted within thirty days (sixty days in the case of export orders) provided that the Company shall have the right at any time to revise prices to take account of costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.

 

5.                  SPECIFICATIONS AND CONFIDENTIALITY

 

5.1                Unless expressly agreed in writing by the Company, all drawings, designs, specifications and particulars of weights and dimensions submitted by the Company are approximate, only the Company shall have no liability in respect of any deviation from them.

5.2                The Company accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Company and the Company shall be indemnified by the Purchaser against any and all claims, liabilities, costs and expenses incurred by the Company arising from them.

5.3                All drawings, designs, specifications and information submitted by the Company shall be treated as confidential and shall not be disclosed to any third party without the Company’s written consent or used by the Purchaser other than for purposes authorised by the Company.

 

6.                  DELIVERY

 

6.1                The time specified for delivery of Goods in any offer, quotation, or elsewhere is approximate only and not of any contractual effect. Time for delivery shall not be of the essence in any contract to which these conditions apply and shall not be made so by the service of any notice.

6.2                The Company shall not be liable for any financial loss, which the Purchaser may incur as a result of late delivery.

6.3                Times given for delivery are based upon present commitments and conditions and every effort will be made to achieve the time given for delivery.  If the Purchaser refuses or fails to take delivery for the Goods tendered in accordance with the contract, the Company shall be entitled to terminate the contract with immediate effect and to recover from the Purchaser any additional costs incurred as a result of such failure.

 

7.                  OWNERSHIP

 

7.1                Notwithstanding delivery and passing of risk, the Goods shall remain the property of the Company until such times as the Purchaser shall have paid to the company the agreed price (together with any accrued interest) and all other amounts owed by the Purchaser to the Company.

7.2                Until property in the goods has passed, the Purchaser shall be in Possession of the Goods in the fiduciary capacity and shall:

 

(a)    keep the Goods free of charge, lien or other encumbrances and store the Goods in a condition so as to maintain their original quality and in such way to show clearly that they belong to the Company;

(b)    notify the Company forthwith upon the happening of any events set out in Condition 14; and

(c)    give the Company such information relating to the Goods as the Company may from time to time require.

 

7.3                The Company reserves the right to repossess and resell any Goods to which it has retained title and the Company’s consent to the Purchaser’s possession of the goods and any right the Purchaser may have to possession of the Goods shall in any event cease:

 

(a)    if any sum owed by the purchaser to the Company (whether in respect of Goods or otherwise) is not paid to the Company by the date which it is due; or

(b)   upon the happening of any of the events set out in condition 14; or

(c)    if the Purchaser commits a breach of any contract with the Company.

 

7.4                The Purchaser hereby grants an irrevocable right and licence to the Company and its servants or agents to enter upon all or any of the Purchaser’s premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reasons of any contract which is subject to these Conditions and is without prejudice to any accrued rights of the company under such contracts or otherwise.

 

8.                  TRANSIT

 

8.1                All prices quoted are for Goods delivered ex-works. Unless the Purchaser’s order expressly states otherwise, the Company will arrange on behalf of the Purchaser carriage to the destination specified in the Purchaser’s order, which will be invoiced at an extra charge. The Purchaser will be responsible for insuring the Goods in transit.

 

9.                  PATENT RIGHTS

 

9.1                The Purchaser shall protect, indemnify and hold harmless the Company and its associated companies, their servants and agents against any and all liability, loss and expense by the reason of any claim, action or litigation in respect of any alleged or actual infringement of any patent, copyright, trade mark, design rights or any other third party rights whatsoever, foreign or domestic resulting from the manufacturer or supply of Goods ordered to the Purchaser’s design or specification.

9.2                All drawings and technical specifications supplied by the Company and all rights therein shall remain the property of the Company and in respect of any unpublished drawings and specifications, the Purchaser shall not disclose any such drawings or specifications or any data comprised therein to any third party without prior written authority of the Company.

 

10.              WARRANTY

 

10.1            All conditions, warranties and representations expressed or implied by statute common law or otherwise in relation to the goods except as stated in this condition 10.

10.2            The Company hereby warrants that if any defect appears in any goods and if the goods alleged to be defective are returned to the Company’s works carriage paid within twelve months from the date when the goods were dispatched new to the purchaser or, where the purchaser is a Technic distributor, from date to dispatch from distributor to the final user (unless otherwise agreed between the purchaser and the Company) the defective materials or workmanship is found on examination by the Company, the Company will at its discretion either repair or exchange the defective goods free of charge, this warranty does not apply to defects caused by incorrect usage, abnormal conditions of working, accident, misuse or neglect.

10.3            If the Company makes any repairs to any goods supplied under any contract which is subject to these conditions, the terms of this condition shall apply to such repaired goods, save that the repaired goods alleged to be defective must be returned to the Company’s works within three months from the date on which such repaired goods were dispatched to the Purchaser (unless otherwise agreed between the Company and the Purchaser).

10.4            Persons dealing in the Company’s products are not the Company’s legal agents and have no right or authority to assume any obligation on the Company’s behalf express or implied or to bind the Company in any way.

10.5            To entitle the Purchaser to a repair or replacement he shall:

 

(a)    send to Company’s works, carriage pre-paid, the goods alleged to be defective, properly packed, clearly marked for identification and with full details of the defect with his name and address within 14 days to the alleged defect becoming apparent: and

(b)   post to Company’s works on or before the day of dispatch a description of the defect with the number of the product (i.e.  unit no: as the case may be) and stating the name of address of the person, company or firm from whom the product was purchased.

 

10.6            The Company shall not be liable to the Purchaser for damage to or loss of the goods or any part of them in transit where the goods are carried by the Company’s own transport or by a carrier on behalf of the company unless the Purchaser shall notify the Company of any such claim within three days of receipt of the goods or the scheduled date of delivery whichever shall be earlier.

 

11.              LAW OF THE CONTRACT

 

11.1            Any contract to which these conditions apply shall be construed and have effect in all respects in accordance with English Law and any disputes arising here from or in connection with these conditions (with or without amendments thereto as agreed in writing by the parties) shall be submitted to the jurisdiction of the English Courts.

 

12.              TERMS OF PAYMENT

 

12.1            Terms of payment are net thirty days and the Company reserves the right at any time to enquire as to the Purchaser’s credit standing and to request payment before delivery if it sees fits.

12.2            If payment is to be negotiated through a Finance House, notice of this intention must be given to the Company at the time of ordering.

12.3            If a cheque is tendered in settlement, the Company reserves the right to clear the cheque before delivery. No delay in starting up or using equipment for which Goods have been prepared from whatever cause and no defect discovered after use, shall interfere with payment by the Purchaser in accordance with these Conditions.

12.4            All accounts are due and payable at the Head Office in Totton, Southampton , UK and in sterling unless the order otherwise provides.

12.5            The Company shall be entitled to charge and be paid interest at the rate of 2% per calendar month or any part thereof before as well as after any judgement in respect of any payment not made within seven days of the date for payment falling due. In the event of the purchase price being payable by installments, the Company shall be entitled to charge and be paid the total order price or the balance thereof then outstanding in the event of any installment not being paid within seven days of the date for payment falling due or, at its options, to rescind this contract without prejudice to any claim for Goods prepared in whole or in part for the Purchase and/or all other losses suffered as a result of non-completion.

 

13.              CANCELLATION OF ORDERS

 

13.1            Cancellation of an order by a Purchaser cannot be accepted except by mutual written agreement.

13.2            The Company reserves the right to charge for all or any expenses however, arising from any cancellation including (without limitation) the full cost of any special tooling equipment.

 

14.              BANKRUPTCY

 

14.1            If in respect of the Purchaser an application for an order is made or a resolution is passed for its winding-up (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Company) or if a meeting is called to approve the appointment of a liquidator of the Purchaser or if a petition is presented to the Court for the appointment of a liquidator to the Purchaser or if a receiver, manager, administrative receiver or an administrator is appointed to the Purchaser or ever any part of the Purchaser’s  undertaking or if circumstances arise which might entitle the Court or a creditor of the Purchaser to appoint a winding-up order or if the Purchaser takes or suffers any similar or analogous action in consequence of debt or commits a breach of any contract between the Company and the Purchaser, the Company may without prejudice to any  of its rights, stop any Goods in transit and/or suspend further deliveries to the Purchaser and/or exercise its right under condition 7 and/or by notice in writing to the Purchaser, terminate any contact with the Purchaser.

14.2            Upon termination of any contracts pursuant to Condition 14.1 any indebtedness of the Purchaser to the Company shall become immediately due and payable and the Company shall be relieved of any further obligation to supply goods to the Purchaser pursuant to each contract.

 

15.              EXPORT SALES