| 1. |
General |
| 1.1 |
The Seller is Laser 2000 (UK)
Limited. |
| 1.2 |
The Buyer is any person or
company who buys or agrees to buy goods or services from the Seller. |
| 1.3 |
The conditions of sale are
these Conditions of Sale. The Clause headings do not affect the interpretation
of the clauses to which they refer. |
| 1.4 |
The Conditions of Sale shall
apply to the supply of goods and services by the Seller to the Buyer and shall
prevail over any conflicting terms and conditions of the Buyer or established
course of dealings between the parties. In placing any order or accepting delivery
from the Seller, the Buyer accepts the Conditions of Sale to the exclusion of
all other terms and conditions save to the extent that any variation is expressly
agreed to in writing by the Seller. The signing by the Seller of any of the Buyer's
documents shall not imply any modification of these terms. |
| 1.5 |
Any verbal order placed by
the Buyer must be confirmed to the Seller in writing within 7 days.
|
| 2. |
Prices |
| 2.1 |
All prices unless otherwise
stated are exclusive of VAT which will be charged in addition at the standard
rate at the appropriate tax point. |
| 2.2 |
Firm quotations are valid
for 30 days unless stated otherwise on the quotation and represent no obligation
until the Seller acknowledges the Buyer's order in writing. |
| 2.3 |
Apart from firm quotations,
all orders are accepted only on condition that the goods will be invoiced at the
price ruling at the date of despatch and the Seller will arrange carriage at the
cost of the Buyer. |
| 2.4 |
The Buyer provides the Seller
with details of design specification and quantities of goods required. The Seller
reserves the right to amend prices and estimated delivery dates in respect of
any change to such information supplied by the Buyer or in respect of any delay
caused by the failure of the Buyer to give the Seller adequate information or
instructions.
|
| 3. |
Delivery and Risk |
| 3.1 |
Delivery dates quoted by the
Seller are best estimates only and in regard to any such dates time shall not
be of the essence. |
| 3.2 |
Late delivery does not entitle
the Buyer to cancel his order or any part of it. |
| 3.3 |
Unless otherwise agreed delivery
will be at the Seller's point of supply and goods will be packed to the Seller's
normal specification in non-returnable packaging and carriage will be arranged
at the expense of the Buyer. |
| 3.4 |
The Seller will not be responsible
for any claims for damage in transit or shortage of delivery unless notice in
writing is given to the carrier concerned and a separate complete claim is sent
to the Seller within 5 days of receipt of the goods. |
| 3.5 |
In the case of loss of goods,
the Buyer must send a complete claim in writing to the Seller within 7 days of
the receipt of goods or receipt by the Buyer of the Seller's invoice, whichever
is the earlier. |
| 3.6 |
Where the Buyer arranges delivery,
risk shall pass to the Buyer on delivery to the carriers. In all other cases,
risk shall pass to the Buyer on delivery to the Buyer. |
| 3.7 |
The Seller shall be entitled
to deliver goods in one or more consignments and to invoice each consignment separately. |
| 3.8 |
Buyers outside UK are responsible
at their own expense for obtaining any import license required. The Buyer is responsible
for arranging carriage by its own appointed carriers who will collect goods from
the Seller's point of supply in the UK.
|
| 4. |
Defects |
| 4.1 |
The Seller will not be liable
in respect of any claim by the Buyer that goods are defective or do not conform
to the contract specification unless the Buyer notifies the Seller in writing
of such claim within 15 days of the date of despatch of the goods by the Seller.
Further, the said goods must be either returned to the Seller or retained and
available for the Seller to inspect with in a reasonable time after notification
to the Seller.
|
| 5. |
Payment |
| 5.1 |
All payments will be due 30
days from the date of invoice except where the Seller stipulates cash with order
or cash on delivery terms or an alternative method of payment. |
| 5.2 |
In the case of late payment
the Seller reserves the right to charge interest on any late payment at the rate
of 2% per month on any overdue payment, interest being calculated on a daily basis. |
| 5.3 |
If the Buyer has failed to
meet the Seller's payment terms, the Seller may delay delivery or cancel the order
and / or other orders received by the Buyer. |
| 5.4 |
In the case of exports from
the UK unless otherwise agreed all payments shall be made by direct transfer to
the Seller's UK bank account.
|
| 6. |
Title |
| 6.1 |
Title to and property in goods
supplied by the Seller shall remain vested in the Seller until the price of the
goods and all other monies due from the Buyer to the Seller on any other account
has been paid in full. |
| 6.2 |
Until such time as title in
the goods has passed to the Buyer:- |
| 6.2.1 |
|
the Seller shall be entitled to repossess
any of the goods in which it retains title and for such purpose the Seller and
its agents or representatives shall be entitled at any time and without notice
to enter upon any premises in which the goods are stored or kept or reasonably
believed so to be; |
| 6.2.2 |
|
the Buyer shall store the goods carefully
and ensure that they are clearly identified as belonging to the Seller who shall
be entitled to examine such goods in storage; |
| 6.2.3 |
|
the Buyer will insure the goods for their
replacement value naming the Seller as the Loss Payee. |
| 6.2.4 |
|
the Buyer shall be entitled to resale
or use the goods in the ordinary course of its business but shall keep all proceeds
of resale separate from any moneys or property of the Buyer and third parties. |
| 6.3 |
The Buyer shall not be entitled
to charge any of the goods which remain the property of the Seller by way of security
for any indebtedness of the Buyer but if the Buyer does so, all money owing by
the Buyer to the Seller shall forthwith become due and payable.
|
| 7. |
Warranty and Liability |
| 7.1 |
The Seller warrants that the
goods will be of satisfactory quality and will conform to any specifications agreed
by the Seller in writing and further, that they will be within the normal limits
of industrial quality of such products. |
| 7.2 |
The Seller warrants at its
discretion to refund the price or to repair or replace free of charge any of the
goods found to its satisfaction to be defective within the Warranty Period owing
to faulty materials or workmanship provided that the goods have not been modified
or repaired other than by the Seller and have been operated stored and maintained
within the Seller's recommended conditions of use. |
| 7.3 |
Goods returned under warranty
shall be delivered to the Seller's premises at the Buyer's expense and subject
to an inspection charge (if applicable) of 15% of the invoice price together with
VAT thereon if the goods are found not to be defective. |
| 7.4 |
The Seller makes no exclusion
of its liability for death or personal injury arising from its negligence. |
| 7.5 |
The Seller expressly excludes
liability for special indirect or consequential loss which may arise including
the Buyer's loss of profit business revenue goodwill or anticipated savings. |
| 7.6 |
The Seller's liability to
the Buyer (save under the terms of clause 7.4 hereof) is limited to the total
price of the goods and the Buyer agrees that this shall constitute its exclusive
remedy. |
| 7.7 |
In the case of goods repaired
or replaced by the Seller the Warranty Period will terminate at the end of the
Warranty Period relating to the goods originally supplied. |
| 7.8 |
If the Buyer returns to the
Seller goods for examination or repair upon which the warranty period has expired,
the Seller shall be entitled in all cases to invoice the Buyer for the cost of
returned carriage to the Buyer and further, to make an inspection charge of 15%
of the invoice price of the goods.
|
| 8. |
Design and Specification |
| 8.1 |
The Seller reserves the right
to effect design changes without notice as required by technical developments
or where such changes are effected by the Seller's suppliers. |
| 8.2 |
The Buyer agrees to indemnify
the Seller against all liability arising from the Seller's performance of the
Buyer's order in accordance with the Buyer's specification where such specifications
infringe any patent trade mark registered design or other intellectual property
rights not owned by the Buyer or the Seller. |
| 8.3 |
All documents drawings and
specifications supplied by the Seller are the Seller's copyright and may not be
disclosed to third parties (other than the ultimate user of the goods) or be reproduced
without the Seller's consent in writing.
|
| 9. |
Insolvency |
| 9.1 |
If the Buyer fails to make
payment due to the Seller on the due date or commits any other breach of this
agreement and fails to remedy such breach within a period of 30 days from receipt
of notice in writing from the Seller requesting remedy or if the Buyer enters
into an arrangement with its creditors or goes into liquidation or passes any
resolution for winding up or becomes subject to the appointment of any receiver,
administrative receiver or administrator or becomes bankrupt then:- |
| 9.1.1 |
|
the Seller may by notice in writing to
the Buyer forthwith cancel the order and any other orders outstanding between
the parties; |
| 9.1.2 |
|
in the event of such cancellation the
Seller shall be entitled to reclaim any goods unpaid for in accordance with the
provisions of clause 6 above; |
| 9.1.3 |
|
the Buyer shall remain liable to pay the
Seller the full purchase price for the goods less:- |
| 9.1.3.1 |
|
the disposal price received by the Seller
for goods in its possession or reclaimed from the Buyer; and, |
| 9.1.3.2 |
|
any part of the purchase price for the
goods paid by the Buyer to the Seller.
|
| 10. |
Force Majeure |
| 10.1 |
The Seller shall have no liability
in respect of any delay in delivering or performing any obligations to the Buyer
due to any cause of whatever nature outside the reasonable control of the Seller
or the Seller's suppliers. |
| 10.2 |
In such event the Seller may
without liability cancel or vary the terms of the agreement including extending
the time for performing it the Buyer shall take and pay for such part of the goods
as the Seller shall be able to deliver.
|
| 11. |
Severance |
| 11.1 |
If at any time one or more
of these conditions becomes invalid illegal or unenforceable in respect of any
law such terms shall be deemed to be severed from the contract and the validity
and enforceability of the remaining provisions shall not be affected or impaired.
|
| 12. |
General |
| 12.1 |
No forbearance by the Seller
in enforcing any of these terms shall prejudice the right of the Seller to enforce
these terms, nor shall any waiver by the Seller operate as a waiver of any subsequent
breach. |
| 12.2 |
No amendment or variation
of these conditions will be valid unless in writing and signed by a Director of
the Seller. |
| 12.3 |
Headings to the clauses in
these conditions are inserted for convenience only and do not affect the construction
of them.
|
| 13. |
Law |
| 13.1 |
This agreement shall be governed
by and interpreted in accordance with English Law and the Buyer submits to the
exclusive jurisdiction of the courts in England and Wales. |
04-10-1999
|
