VOLTECH INSTRUMENTS
TERMS AND CONDITIONS OF BUSINESS
1.
FORMATION OF CONTRACTS
1.1.
All contracts made by VOLTECH INSTRUMENTS (referred to herein as “the company”)
for the sale of its products (referred to herein as “the products”) shall be deemed
to incorporate these terms and conditions. No variation of or addition to these
terms and conditions shall form part of any contract unless made or specifically
accepted by the Company in writing
1.2.
These terms and conditions shall override and take the place of any other terms
and conditions in any document or other communication used by the Customer in concluding
the contract with the Company
1.3.
No contract shall come into effect until the Customer’s order has been accepted
in writing to the Company
2. PRICES
Unless otherwise expressly stated in writing by the Company orders are
accepted on the basis that the price quoted is exclusive of any value added tax
special packaging materials carrier’s charges or customs duties
3.
PAYMENT
3.1.
Unless otherwise specified, payment will be by payment in advance or for those
customers with authorised credit accounts payment by electronic fund transfer
or cheque within 30 days of date of invoice
3.2.
If the Customer shall fail to make payment in full in accordance with sub-paragraph
3.1. of this Condition then (without prejudice to any other rights of the Company)
the Customer shall without any need for the Company to give notice become liable
to pay to the Company interest on the amount for the time being unpaid at the rate
which is four per cent per annum above the base rate from time to time calculated
from the date of due payment until the date of actual payment as well after as before
any judgement and:-
3.2.1.
the Company shall be entitled to suspend all or any other deliveries to be made
under that or any other contract with the Customer PROVIDED ALWAYS THAT in any event
the Customer shall not in any respect be released from its obligation to the Company
under that or any such other contract; or
3.2.2.
in lieu of suspension in accordance with sub-paragraph 3.2.1. above the Company
shall be entitled to terminate the relevant contract and/or any other contract with
the Customer in accordance with Condition 11 below and to claim damages from the
customer
3.3.
Where carriage packing or other charges are stated separately from the price they
will nevertheless be payable by the Customer at the same time as if they formed
part of the price and shall be treated as such
3.4.
Time for payment is of the essence of these terms and conditions
4.
DESPATCH AND DELIVERY
4.1.
Unless otherwise specified on the Company’s acknowledgement of order delivery of
the Products will take place at the premises of the Customer
4.2.
Whilst the Company will use all reasonable endeavours to adhere to any stated date
for delivery these dates are intended as estimates or statements of expectation
only. The Customer shall accordingly accept delivery of the Products when
tendered and time of delivery shall not be of the essence of contract. The
failure by the Company to adhere to any stated date of delivery shall not constitute
a breach of the contract and the Customer shall not be entitled to treat the contract
as thereby repudiated or to rescind it or any related contract in whole or in part
or claim compensation for such failure or for any consequential loss or damage resulting
therefrom
4.3.
The risk in the Products sold shall pass to the Customer on delivery
4.4.
The Customer shall keep the Products fully insured against all risks normally insured
against by a prudent person carrying on a similar business as the Customer throughout
the period between the risk therein passing to the Customer and the property therein
ceasing to remain with the Company
4.5.
In cases where the Company expressly agrees to conclude the contract of carriage
and/or arranges for the insurance of the Products during transit the Company shall
be deemed to be acting solely as agent of the Customer and sub-sections 2 and 3
of Section 32 of the Sale of Goods Act 1979 shall not be applicable
4.6.
The Customer undertakes to inspect the Products at the earliest opportunity after
delivery and in any event within forty-eight hours of delivery. Any claim
for shortfall in a delivery of the Products or claim that the Products do not comply
with the order confirmed by the Company must be notified in writing within three
days of delivery. Failure to make any such claim within such period shall
constitute unqualified acceptance of the Products and waiver by the Customer of
all claims relating to non-delivery of the Products or delivery of the wrong Products
or error on the Company’s invoice as the case may be
- RENTAL UNITS
- The customer shall return all rental units to the Company, at the end of the rental
period as specified in the Company’s order acknowledgement of the Customers order,
in good condition. The Customer agrees to reimburse the Company for any damage to
the rental units.
- Any instrument not returned by the Customer at the end of the rental period will
be invoiced to the Customer at the current sales price of the instrument
- Any accessory supplied with the instrument as part of the rental not returned in
good order with the instrument at the end of the rental period will be invoiced
to the Customer at the current sales price.
- DEMONSTRATION UNITS
6.1 The Company may from time to time make available
demonstration units for evaluation purposes. Any unit so loaned to a Customer
must be returned in good order to the Company at the end of the agreed evaluation
period The Customer agrees to reimburse the Company for any damage to the
demonstration units.
6.2
Any instrument not returned by the Customer at the end of the demonstration period
will be invoiced to the Customer at the current sales price of the instrument
- Any accessory supplied with the instrument as part of the demonstration not returned
in good order with the instrument at the end of the demonstration period will be
invoiced to the Customer at the current sales price.
7.
PROPERTY
7.1.
Notwithstanding delivery of the Products (or of any documents representing the Products)
the property in the Products shall remain with the Company until the Customer has
paid the Company in full for the Products and the Customer shall hold such Products
as bailee
7.2.
The Customer shall (unless otherwise agreed by the Company in writing) ensure that
all Products which are in the possession or control of the Customer and the property
in which remains with the Company are labelled or otherwise marked so that they
may be readily identified
7.3.
So long as the property in the Products remains with the Company the Company shall
have the right without prejudice to the obligation of the Customer to purchase the
Products to re-possess the Products and for that purpose to go upon any premises
occupied by the Purchaser
7.4.
The Company may maintain an action for the price of the Products notwithstanding
that property in the Products may not have passed to the Customer
8.
SPECIFICATION DESCRIPTIONS
All specifications and descriptions of Products wherever contained are
approximate only being intended to serve merely as a guide and accordingly the Company
shall not be liable for their accuracy
9.
INTELLECTUAL PROPERTY
9.1.
All copyright and intellectual property rights of whatever nature in the whole or
any part of the Products shall remain the property of the Company
9.2.
The Customer shall not:-
9.2.1.
copy or duplicate the whole or any part of the software programs or the electrical
designs embodied in the Products (referred to herein as “the Software” and “the
Designs” respectively);
9.2.2.
alter modify disassemble or decompile the whole or any part of the Software;
9.2.3.
alter or modify the Designs
10.
GENERAL LIABILITIES
10.1.
The Company hereby warrants that the Products supplied are free from defects in
workmanship and/or materials at the time that the risk passes to the Customer and
that for a period of one year from such time the Company will repair or replace
any affected Product PROVIDED ALWAYS THAT the Company’s liability under this warranty
shall be limited to the repair or replacement of affected Products and is conditional
upon the Customer:-
10.1.1.
notifying the Company promptly of any such defect and in any event within
such period of one year;
10.1.2.
returning to the Company the affected Products properly and adequately packed carriage
or post paid within fourteen days of such notification;
10.1.3.
having ensured that the Products have not been tampered with modified or altered
in any way;
10.1.4.
ensuring that the Products are protected from harm or otherwise properly cared for
and are retained in the possession of the Purchaser
In the event that the Company supplies to the Customer Products which are or are
derived from a proprietary product of the Customer the Company shall not warrant
that the Products are not inherently defective
10.2.
The warranty contained in paragraph 8.1. of this Condition is given in lieu of and
shall be deemed to exclude all other warranties and conditions whether express or
implied and whether arising by common law statute or otherwise other than relating
to title to the Products. In particular but without limitation to the foregoing
the Company shall not be liable for the failure of any of the Products supplied
to be fit for any particular purpose for which they are required
10.3.
The Company shall not be liable for any loss injury or damage of any nature whatsoever
(other than for death or personal injury resulting from the negligence of the Company)
whether direct or consequential arising out of or in connection with any Products
supplied
10.4.
Without prejudice to the generality of the foregoing nothing contained in these
conditions shall operate to exclude or restrict liability for breach of any obligation
arising from Sections 13, 14 or 15 of the Sale of Goods Act 1979 (as amended by
the Sale and Supply of Goods Act 1994) or the Supply of Goods and Services Act 1982
as against the Customer if he is dealing as a consumer as construed in accordance
with Part 1 of the Unfair Contract Terms Act 1977
10.5.
The Customer shall not rely upon any representation concerning any Products supplied
unless the same shall have been made by the Company in writing
10.6.
In the event that the Company fails or is unable to deliver the Products in accordance
with the contract with the Customer by reason of circumstances beyond its control
(including without prejudice to the generality of the foregoing force majeure ware
strike lock-out sit-in trade dispute flood accident to premises or plant or machinery
or shortage of any labour) the Company shall be entitled to cancel or rescind the
contract without liability of whatsoever nature for loss or damage resulting therefrom
10.7.
The price at which the Company agrees to supply the Products to the Customer is
based on:-
10.7.1.
the warranties given and accepted; and
10.7.2.
the extensions and restrictions of liability imposed
The Customer is prepared to negotiate a different price if the Customer requires
any variation of such warranties or extension of the liabilities accepted by the
Company
11.
ASSIGNMENT
The Company shall not assign any of its rights hereunder or under any contract
for the purchase of Products in whole or in part without the prior written
consent of the Company
12.
EXPORT
12.1.
These terms and conditions shall apply to all export sales except as varied in the
Company’s acknowledgement of order to the Customer
12.2.
It is hereby expressly agreed that the Uniform Law on International Sales shall
not apply to this contract
12.3.
Where the Products are to be delivered outside the United Kingdom:-
12.3.1.
payment shall be made in the manner specified on the Company’s acknowledgement of
order to the Customer;
12.3.2.
the Products shall be delivered upon the terms specified in the Company’s acknowledgement
of order to the Customer;
12.3.3.
the Customer shall reimburse the Company for any carriage freight and insurance
and other charges to the extent that any such costs incurred by the Company are
not included in the price of the Products
12.4.
The Customer must obtain all necessary export or import licence exchange control
consents and all other approvals of national and regional governments and authorities
required to enable performance of the contract by both the Company and the Customer
as soon as reasonably practicable and in no case later than required to enable the
Company to deliver the Products on the earliest date upon which delivery of the
Products can be effected
13.
INSOLVENCY AND BREACH OF CONTRACT
13.1.
In the event that:-
13.1.1.
the Customer shall commit any breach of the contract and shall fail to remedy such
breach (if capable of remedy) within a period of seven days from receipt of notice
in writing from the Company requesting such remedy; or
13.1.2.
any distress or execution is levied upon any of the goods or property of the Customer,
or
13.1.3.
the Customer offers to make any arrangement with or for the benefit of its creditors
or commits any act of bankruptcy or insolvency or being a limited company has an
administrator or a receiver or an administrative receiver appointed or an analogous
appointment is made of or in relation to the whole or any part of its undertaking
property or assets; or
13.1.4.
any order is made or a resolution is passed or analogous proceedings are taken for
the winding-up of the Customer (save for the purposes of reconstruction or amalgamation
without insolvency and previously approved in writing by the Company)
then and in any such case the Company shall be entitled without prejudice to its
other rights hereunder forthwith to suspend all further deliveries under any contract
until the default has been made good or to determine the contract or any other contracts
between the Customer and the Company or any unfulfilled part or parts thereof or
at the Company’s option to make partial deliveries Notwithstanding any such termination
the Customer shall pay the Company for all work done materials used and Products
delivered up to and including the date of termination
14.
SEVERANCE
If at any time any one or more of the provisions of these terms and conditions
become invalid illegal or unenforceable in any respect under any law the validity
and enforceability of the remaining provisions hereof shall not in any way be affected
or impaired thereby
15.
HEADINGS
The headings used in these Terms and Conditions are for convenience only
and shall not affect the construction thereof
16. LAW
These terms and conditions and every contract made pursuant thereto shall
be governed in all respects by and in accordance with the laws of England and the
Customer hereby submits to the non-exclusive jurisdiction of the English Courts