CONDITIONS OF SALEAll products furnished by TALIS-UK Ltd (hereinafter “Seller”) to the entity stated on the face of the order (hereinafter “Buyer”) shall be in accordance with the following terms and conditions unless otherwise stated in writing:
ACCEPTANCE AND COMPLETE AGREEMENTBuyer’s order is binding only when accepted in writing at the principal office of Seller. The terms and conditions of sale are only those stated herein, which with the information contained overleaf shall constitute the complete agreement between the parties and may not be altered or modified except in writing duly executed by each party. The parties agree there are no agreements, representations or warranties between the parties, oral or written, with respect to the products sold here under (including any made or implied from past dealings) except as expressed herein. No terms and conditions stated in or attached to Buyer’s communications to Seller, including but not limited to Buyer’s purchase orders the terms of which are hereby rejected, are applicable to these terms and conditions in any way and in no event shall such Buyer’s or any other terms and conditions be considered valid exceptions to the provisions of these terms and conditions. Trade custom, trade usage and past performance are superseded by these terms and conditions and shall not be used to interpret these terms and conditions.
SHIPPINGShipping dates are estimates only and are not guaranteed. Seller will use every effort to make shipments as scheduled and may make partial shipments. Seller shall not be liable for any loss or damage ensuing from late delivery.
EXPORTATIONIf the products ordered are to be exported from the country of Seller, the quoted shipping dates are subject to receipt of all export documents and authorizations. Regardless of ultimate destination, the prices quoted are based on packing for domestic shipment unless otherwise stated in writing. Buyer agrees to provide Seller in writing with the ultimate destination and identity of the end-user prior to shipment if the products are to be exported. In the event that the shipment of the products would violate US export control laws or if the Buyer fails to provide destination and end-user information within seven (7) days of a request from Seller, Seller shall be entitled to immediately terminate the contract without any compensation due to Buyer as a result of such termination.
PRICESUnless otherwise specified and subject to conditions below the price quoted is net and for orders with a minimum nett value of £2,000 includes packing and delivery within the United Kingdom. For orders under £500 the Seller may apply an optional surcharge. Any quotation is given on the basis that no Contract will come into existence until the Seller dispatches an acknowledgement of order to you. Any quotation is valid for the period stated therein provided it has not been previously withdrawn by the Seller. In case of destinations outside the UK, prices and deliveries are subject to individual quote. Carriage, freight and insurance arranged to the Buyer’s requirements will be included in our quotation. Prices quoted, unless otherwise stated in writing, do not include sales, use, excise, value added or similar taxes or duties. Buyer shall pay these taxes directly if the law permits or will reimburse Seller if it is required to pay them. Buyer will provide tax exemption certificates or evidence of tax payment on request. The price quoted is based on the cost of raw materials, wage rates, shipping charges, freight, insurance premiums, landing charges and duties, railage and cartage applicable on the date on which a contract, acceptance, confirmation, tender or quotation is issued. Seller is entitled to alter or withdraw prices shown on our quotations or acknowledgments of orders without notice and without liability. Accordingly, any increase in such costs after such date and prior to the fulfilment of the contract shall be for the account of Buyer. The Seller reserves the right to cancel or withdraw a quotation without notice at any time before acceptance. Quotations not accepted within thirty days shall be deemed to be withdrawn unless confirmed by the Seller in writing. If any law, order, regulation, duty or tax, etc. is made or changed after the date of the Seller’s quotation which affects the cost to the Seller of its performance of the Contract, the price shall be varied accordingly.
PAYMENTStandard payment terms are net thirty (30) days from date of invoice. Acceptance of orders received will not proceed until the Buyer’s satisfactory financial status has been established. In the event credit has not been established, Seller reserves the right to require payment, or the issuance of an irrevocable letter of credit satisfactory to Seller and at Buyer’s cost, in advance of shipment. Time for payment shall be of the essence of this Contract. Any amounts not paid when due shall bear interest on a daily basis at the rate of 12% per annum or at the highest rate permitted by law (whichever is less), from the date of shipment until paid. A £50 minimum net invoice charge will apply to any order valued less than £50 unless otherwise agreed in writing. Should there be any dispute as to whether the products conform to contract or whether any obligation has been properly performed by Seller, Buyer undertakes that, notwithstanding such dispute, it shall not withhold any payment due, whether by way of set off, counterclaim, discount, abatement or otherwise but shall pay any such amount to Seller on the due date therefor unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer and the Buyer gives the Seller sight of such order. The remedy of Buyer in such circumstances shall be limited to an action against Seller for the repayment of all or any relevant portion of any payment effected by Buyer All payments payable to the Seller under this Contract shall become due immediately upon termination of this Contract notwithstanding any other provision set out in these Conditions of Sale.
SOLVENCYBuyer’s order will be deemed a representation that Buyer is solvent and able to pay for the products ordered. If Buyer fails to make payments when due or if bankruptcy or insolvency proceedings (including judicial composition proceedings) are instituted by or against Buyer, or if Buyer makes an assignment for the benefit of creditors, Buyer will be deemed to be in default and Seller will have the right to terminate forthwith its obligations by written notice to Buyer, in which case the termination provisions set out below shall apply.
CANCELLATIONNo products may be returned without prior written approval of Seller. Orders placed with and accepted by Seller may not be cancelled except upon Seller’s written consent prior to shipment and Buyer’s acceptance of Seller’s cancellation charges which shall protect Seller against all costs and losses. Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the products is or becomes technically or economically impractical.
MANUFACTURESeller reserves the right to discontinue the manufacture of, or change or modify the design and/or construction of the products sold pursuant to these terms and conditions, without incurring any obligation to Buyer.
JURISDICTION AND DISPUTESThese terms and conditions shall be governed in accordance with the law of the domicile of Seller. All disputes under these terms and conditions shall be resolved as follows: - for contracts with Buyers in the domicile of Seller such question, dispute or difference shall be submitted to the exclusive jurisdiction of the courts of the domicile of Seller; and - for contracts with all other Buyers such question, dispute or difference shall be finally settled by one or more arbitrators under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The place of arbitration shall be in London, England and the language of the arbitration proceedings shall be English and the arbitration award shall be final and binding on the parties.
INSPECTIONWhere we arrange delivery, we will repair or replace Goods damaged or lost in transit to the place of delivery provided always that you shall advise us within ten days of such damage or loss. Claims for partial loss or damage in transit must be reported to the carriers and us in writing within three days of receipt of Goods. If delivery is not affected within ten days from date of the invoice we must be immediately advised, as otherwise no claim for the Goods can be entertained. This condition shall not apply where Goods are sold for export, when our responsibility shall cease when the Goods are placed on board ship and we are under no obligation to give you the notice specified in section 32(3) of the Sales of Goods Act 1979.
TITLE AND RISKThe risk in the products shall pass to the Buyer on completion of delivery. Title to the products shall not pass to the Buyer until the Seller has received payment in full (in cash or in cleared funds) for the products and for any other products that the Seller has supplied to the Buyer and for which payment has become due. Until title in the products passes to the Buyer under this clause the Buyer shall: (A) Hold the products on a fiduciary basis as the Seller’s bailee; (B) Store the products separately from all other goods held by the buyer so that they remain readily identifiable as the Seller’s property; (C) Not remove, deface or obscure any identifying mark or packaging on or relating to the product; (D) Maintain the products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (E) Notify the Seller immediately if it becomes subject to any bankruptcy or insolvency proceedings; (F) Give the Seller such information relating to the products as the Seller may require from time to time but the Buyer may resell or use the products in the ordinary course of its business. If before title to the products passes to the Buyer the Buyer becomes subject to bankruptcy or insolvency proceedings, or the Seller reasonably believes that any such event is about to happen or reasonably believes that it will not be paid for the products and notifies the Buyer accordingly, then, provided that the products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the products and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the products are stored in order to recover them.
WARRANTYAll products that Seller manufactures are warranted, when paid for and properly installed, operated and maintained, to be free from defects in material and workmanship and to conform to the specifications, if any, listed on the other side of this form. If no specifications are listed, the products are warranted to conform to Seller’s currently published specifications. The warranty period is twelve months from delivery to the Buyer. No warranty is given for products or components manufactured by companies not affiliated by ownership with Seller, or for products which have been subject to misuse, improper installation, corrosion, or which have been disassembled, modified or repaired by unauthorized persons. Seller must receive written notice of the defect from Buyer within the warranty period. Seller’s liability is limited solely to servicing or adjusting any product returned to Seller’s factory for that purpose, including replacing any defective parts therein or, at Seller’s option, refunding to Buyer the purchase price allocable to the nonconforming product. Buyer must pay packing, crating and transportation costs to and from Seller’s factory. At Buyer’s request, Seller will make reasonable efforts to provide warranty service at the Buyer’s premises, provided the Buyer pays Seller’s then current rates for field service and the associated travel and living expenses. If a fault has been caused by improper installation, maintenance or use, or by abnormal conditions of operation, repairs will be billed at normal rates. If any fault arises, the following steps must be taken: A. Notify Seller of the product model number, serial number and details of the difficulty. On receipt of this information, Buyer will be given service data or shipping instructions. B. On receipt of Seller’s shipping instructions, forward the product prepaid. If the product or the fault is not covered by warranty, an estimate of charges will be furnished before work begins.
SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, SUCH AS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. SELLER ALSO DISCLAIMS ALL WARRANTIES REGARDING ANY ANCILLARY SERVICES RENDERED.