Terms & Conditions
TERMS AND CONDITIONS OF SALE
‘the Seller’ means IT Renewals Limited
‘the Buyer’ means [the party to whom the invoice is addressed]
[the party who orders the goods]
- Application of Conditions
All quotations and tenders are submitted, and all orders and contracts are accepted subject to the following conditions unless otherwise expressly agreed by the Seller in writing.
No order or acceptance of the Seller’s quotation will be binding upon it until confirmed by the Seller in writing.
- Estimated Delivery Date
Any time or date for delivery named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay. Any delay in delivery of part order will not be grounds for refusing the balance.
Where a period is named for delivery and such period is not extended by the Seller in writing or under the provisions of the Conditions hereof the Buyer shall take delivery within that period.
Where specifications are to be supplied the Buyer shall supply such specifications in reasonable time to enable the Seller to complete delivery within the period named. In the event of complete working specifications not being received by the Seller within such time the Seller reserve the right to make such modifications in the price and terms of order as are incurred by reasons of such delayed instruction.
- Confirmation Orders
In order to avoid duplication all orders that are merely confirmation of orders previously placed must clearly indicate the fact by being prominently overstamped `Confirmatory Order. Do Not Duplicate’. The Seller reserves the right to treat any confirmation order which is not so marked as a separate order.
- Claims for Damages, Shortage or Loss
No claim for damages in transit, shortage of delivery or loss of goods will be entertained unless:
(a) in the case of damage in transit or shortage of delivery, a separate notice is made in writing to the Carrier concerned and to the Seller within three days of the receipt of the goods, followed by a full claim in writing within five days of receipt of goods; or
(b) in case of the loss of goods, notice in writing is given to the Carrier concerned and to the Seller and a full claim in writing is made within ten days of the date of consignment.
Where goods are accepted from the Carrier concerned without being checked the Buyer must sign the delivery book of the Carrier concerned ‘Not Examined’ and if not so signed, the goods shall be deemed to have been examined and accepted by the Buyer.
- Suspension of Deliveries
Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the Sellers place of business or that of the Seller’s supplier or that of the Buyer as a result of strikes, lock outs, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the Seller or of the Buyer respectively.
The Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any letters patent, registered design or other intellectual property right of a third party.
- Raw Materials and Other Goods
Orders and contracts are accepted subject to the Seller receiving any necessary licence to purchase or to use the required raw materials or other goods and to it being able to obtain such raw materials or other goods. No purchase of raw materials or other goods will be effected until any necessary export and import licence for the materials or goods ordered have been granted and any conditions concerning the opening of Letters of Credit or granting of exchange control consents have been complied with.
Title in the goods shall not pass to the Buyer until all sums due from the Buyer on any account with the Seller have been paid. Notwithstanding, the risk for such goods shall pass to the Buyer upon the earlier of delivery or shipment (as the case may be) or receipt of payment in full.
Unless otherwise agreed in writing by the Seller, all goods supplied shall be due for payment within the period outlined on the Sellers invoice or 30 days of invoice date, whichever occurs first.
Interest shall be payable on overdue amounts at the rate of 3% above the prevailing base rate of Lloyds TSB Bank from time to time or such higher amount as may be required by applicable law to run from the due date of payment until receipt by the Seller of the full amount whether before or after judgment. All payments made by the Buyer to the Seller shall be made without deduction or set-off except to the extent that the Seller is liable to the Buyer under this Agreement.
- Credit Terms
All credit terms of payment quoted are subject to approved references if required by the Seller after receipt of order and/or contract.
- Limitation of Liability
(a) All sales [and supplies] are made on the basis of the exclusion of all conditions and warranties whether express or implied, statutory or otherwise and of all obligations or liabilities on the part of the Seller for damages including but not limited to indirect, special and consequential damages, arising out of or in connection with the use or performance of the goods supplied hereunder.
(b) The Seller shall not be liable to the Buyer [or any of the Buyer’s employees, servants or agents] should any damage, injury or loss (consequential or otherwise) be caused by or in connection with or arise from the performance or use of the goods whether caused by negligence or otherwise and the Buyer shall at all times indemnify and keep indemnified the Seller in respect of any costs, claims, damages or charges whatsoever and howsoever arising, whether under statute or common law, provided that this sub-clause does not exclude liability for death or physical injury to persons where and to the extent that such death or physical injury is caused by the negligence of the Seller or that of its servants or agents.
(c) Where any provision in the contract is held to be wholly or partly invalid or unenforceable by reasons of any statutory provision or other rule of law which cannot lawfully be excluded then such provision (or relevant part) shall be treated as severable and the remainder of the contract and of such provision (if any) shall continue in full force and effect.
- Legal Construction
These conditions shall in all respects be governed by and construed in accordance with English Law and unless otherwise arranged shall be subject to the jurisdiction of the English Courts.