NB. The conditions govern the contract between the Company and the buyer to the exclusion of any other terms and Conditions and supersedes any previous edition of these Conditions.
In these Conditions the “Company” means Ovation Systems Ltd. and “buyer” the person, Company or organisation that placed the Contract for supply.
1. ACCEPTANCE - Any quotation by the Company unless previously withdrawn, is open for a period not exceeding one month, otherwise the offer is subject to revision. The contents of such quotation forms part of any Contract between us. No Order submitted buy you shall be deemed to be accepted by the Company unless confirmed in writing by the Company.
2. VARIATIONS - No addition to or variation of these Conditions is valid unless agreed by the Company in writing.
3. VARIATION PRICE - Unless otherwise stated all orders as accepted on condition that any fluctuation in relevant exchange rates or the cost of materials and/or wages beyond the Company’s control may entail a corresponding adjustment in the selling price of the goods at any time before delivery.
4. QUANTITIES & PRICE - The price quoted is for the stipulated quantities only and unless otherwise stated is given on an ex-works bases, and is exclusive of VAT and excise duties.
5. CANCELLATION BY BUYER - No order for goods manufactured to buyers specifications may be cancelled except on payment of the full costs of special manufacture incurred up to the date of cancellation, including the cost of design work, tool, dies, special equipment etc, purchased or manufactured specifically for execution of the order in question.
6. DELIVERY DATES - Whilst every endeavour will be made to fulfil promises of delivery the Company cannot accept liability in respect of variation of delivery dates.
7. PASSING OF OWNERSHIP -
a) Risk of damage to or loss of the goods shall pass to the buyer at the time of delivery.
b) Not withstanding delivery and the passing of risk in the goods or any other provision of these Conditions title to and property in the goods shall not pass to the buyer until the Company has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Company to the buyer for which payment is then due.
c) Until such time as title to and property in the goods passes to the buyer:
i) the buyer shall keep the goods separate from these of itself and third parties and properly stored protected and insured and (so far as possible) identified as the Company’s property;
ii) the buyer shall be entitled to resell or use the goods in the ordinary use of its business but shall account to the Company for any proceeds of sale or otherwise of the goods including insurance proceeds; and
iii) the Company shall be entitled at anytime to demand that the goods are delivered up to the Company and if the buyer fails to do so on demand to enter any premises of the buyer or any third party where the goods are stored to the buyers order to repossess the goods.
a) If the goods supplied by the Company are demonstrated by the buyer to be defective in material or workmanship, the buyer may return the defective goods at the buyer’s expense within 12 calendar months of their delivery to the buyer.
b) The Company undertakes at its option to replace the same, or refund to the buyer the price of the defective goods and in no circumstance will the liability of the Company exceed the cost of the replacement or the price paid by the new buyer for the goods. The Company shall be entitled to charge the buyer for labour or other expenditure incurred by the Company where the effect arises from fair wear and tear, wilful damage, misuse or alteration or repair of the goods without the Company’s approval.
c) No representation or warranty is given as to the suitability or fitness of the goods for any purpose and the buyer shall satisfy himself in this respect and will be totally responsible therefor.
9. EXCLUSIONS OF LIABILITY
a) Nothing in these terms and conditions shall exclude or restrict the Company’s liability for death or personal injury resulting from its negligence.
b) The buyer acknowledges the price of the goods would be higher were the following exclusions not agreed:
c) The Company shall not be liable to the buyer by reason of any representation or any implied warranty or condition or other term or any duty as common law or under these terms and condition for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether cause by the negligence of the Company its employees or agents or otherwise) which arise our of or in connection with the supply of the goods in their use by the buyer except as expressly provided by these conditions.
d) The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the price of the goods.
e) The Company shall in no circumstance be under any liability in respect of the goods lost or damaged in transit to the buyer unless the following conditions are strictly complied with:
i) Non delivery of a whole consignment of goods. The buyer must inform the Company in writing by fax within 10 working days of the date of invoice or within 10 days of the date of knowledge of such non- delivery whichever is the sooner.
ii) Damage to the goods or loss of part of a consignment. Consignment must be inspected in the presence of the delivery agent, if any goods are damaged or lost the consignment note must be endorsed accordingly and the buyer must submit a detailed written claim to the Company within 3 days of the date of delivery and supply a copy of such claim to the Carrier within 10 days of the date of delivery. Prior authorisation for the return of goods must be obtained before despatch. The Company reserve the right to specify method of packing and mode of delivery.
10 FORCE MAJEURE - The performance of all contracts is subject to a variation or cancellation by the Company owing to an Act of God, war, strikes, fire, flood, drought, tempest, or any other cause beyond the control of the Company, or owing to any inability of the Company to procure materials or articles required for the performance of the contract and the Company shall not be held responsible for any inability to delivery caused by any such contingency.
11 TOOL/DESIGN - All designs, tools, dies, etc used in the manufacturing process remain the Company’s property, whether or not a charge is made towards their cost. If goods are manufactured to the buyers design or specification the buyer will indemnify the Company for all costs in respect of any claim made against the Company that the goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person.
12 PACKING - Any cases supplied and charged for will be credited in full if return carriage paid, in good condition within 14 days from the date of invoice and return duly advised.
13 PAYMENT, CREDIT ACCOUNTS, PRO-FORMA
a) Credit Accounts - Payments shall be net cash payable within 4 weeks of invoice unless otherwise agreed in writing. Failure to settle within the terms stated will render all invoices due for immediate payment.
b) Pro-forma - where approved credit accounts have not been authorised, or have been withdrawn, pro-forma invoices will be issued.
c) If payment is not made on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the contract or suspend any further delivery to the buyer and/or to charge the buyer full cost of recovery of sums outstanding and interest (both before and after any judgement) on the amount unpaid at a rate of 5% per annum above UK Bank base rate, from the time to time from the date of invoice until the payment is made in full, such interest to be compounded on a monthly basis.
14. All disputes arising out of or in connection with this Contract of Sale shall be determined within the jurisdiction of the English Courts and be governed by English Law.