SELLERS AGREEMENT/ TERMS AND CONDITIONS
1. DEFINITION(s):
1.1 In these conditions, Buyer means the person who accepts the quotation of the seller for the sale of the goods o whose order for the goods is accepted by the seller. Goods mean the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these conditions; Seller means NEW TECHNOLOGY2008.Conditions mean the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller; Contract means the contract for the purchase and sale of the goods.
1.2 The goods and services provided by NEWTECHNOLOGY2008 can be referring as the company/we/us/our in these terms and conditions.
1.3 The buyer may not assign or transfer any of its rights or obligations under the contract without the prior consent in writing of the seller.
1.4 These terms and conditions reign over any conditions, which the purchaser’s order may own to impose and which are at variance with the same, No modification of these terms and conditions shall be binding upon the company unless specifically accepted in writing by the company.
1.5 The contract shall be governed by the laws of England.
2. BASIS OF THE SALE:
2.1 The seller shall sell and the buyer shall purchase the goods as a result of any written quotation by the seller which is accepted by the buyer or any written order of the buyer which is accepted by the seller, subjected in either case to these terms and conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the buyer.
2.2 All orders are accepted and goods supplied only on the basis of these terms and conditions of sales, and no employee or agent of the company has authority to accept orders on any other basis unless agreed in writing between the authorities (rank of director) of the seller and buyer.
2.3 Any advice given by the seller or its agent/ employee of this company during telephone conversation/ internet (website/email) or any other means (like visual) to the buyer or its employees or agents (or contained in the sellers data sheet or other literature) as to the storage, application or use of the goods is given in good faith and with best of our knowledge and is based entirely upon information given by the buyer with no inspection undertaken but is followed or acted upon entirely at the buyers risk. Any recommendations or suggestion relating to the use of the goods made by the company whether in technical literature or in response to specific enquiry is given in good faith, but it is for buyer to satisfy him self to the suitability of the goods for his particular purpose prior to order, and he shall be deemed to have done so. Accordingly, the seller shall not be liable for any such advice or recommendations. Additionally, goods supplied are supplied only to correspond to the purpose for which goods of that kind are commonly supplied and not alternative uses to which they may be put. No liability for failure can be accepted by this company for such alternative use, amendment or modification.
3. ORDERS AND SPECIFICATIONS:
3.1 The orders placed by the buyers are not accepted by the seller until confirmed in writing by the seller.
3.2 The buyer shall be responsible to provide all the details of applicable specification of the of any order and ensuring the accuracy of any terms, and for giving the seller any information in relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
3.3 The quantity, quality or description of and any specification of the goods shall be those set out in quotation (if accepted by the buyer) or the buyer’s orders (if accepted by the seller).
3.4 If the goods are to be manufactured or any process is to be applied to the goods by the seller’s in accordance with a specification submitted by the buyer, the buyer shall indemnify the seller against all loss, damages, costs and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the seller’s use of buyer’s specification.
3.5 Vehicles and or component manufacturer’s names, product and equipment names descriptions, identifications and part numbers are used for reference purpose only. The right is reserved with seller to change the brand of any component supplied, information, and specification without prior notice.
3.6 Orders cannot be cancelled or rescheduled or stock clearance can be made on orders until and unless they have any quality issues, goods cannot be returned by the buyer without the seller’s consent and on terms, which will cover the seller against all losses.
4. PRICE OF THE GOODS AND TERMS OF PAYMENT:
4.1 The price of the goods shell be the seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the sellers published price list current at the date of the acceptance of order. All prices quoted are valid for 30 days only on until earlier acceptance by the buyer, after which time the seller may alter them without giving notice to the buyer. The sellers reserves the right to increase the price of the goods by giving notice to the buyer before delivery to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller.
4.2 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in writing between the buyer and the seller, all prices are given by the seller on an ex work basis, and where the seller agrees to deliver the goods otherwise than at the seller’s premises, the buyer shall be liable to pay the sellers charges for transport, packaging and insurance.
4.3 All UK sales will be subject to VAT at the prevailing rates. VAT will also be applied to export sales unless the appropriate regulations are compiled with.
4.4 The seller reserves the right by giving notice to the buyer of any change in delivery dates, quantities or specifications for the goods which are requested by the buyer for which seller will not accept any sort of liability.
4.5 Unless otherwise agreed in writing between the buyer and the seller, the seller shall be entitled to invoice the buyer for the price of the goods on or at any time after the delivery of the goods, unless the goods are to be collected by the buyer or the buyer wrongfully fails to take delivery of the goods, in which event the seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or (as the case may be) the seller has tendered delivery of the goods.
4.6 The buyer shall pay the price of the goods before or on delivery or on collection until and unless customer is on agreed credit terms, Our normal credit terms are 30 days from invoice date unless different terms are agreed in writing and authorised by the director of the company. Should payment not be received by the due date, the account will be put on hold and the supply of the goods suspended, if payment in full is not received by the company within the period of credit allowed, interest shall be payable to the company on the balance of the money outstanding on a daily basis and at the rate of 3% per 30 days. The time of payment of the price shell be the essence of the contract. Receipt of the payment will be issued only upon request.
4.7 The company reserves the right to amend and /or withdraw credit facilities at any time at its sole discretion, and any outstanding sums will become payable immediately.
5. DELIVERY:
5.1 While the company will do its utmost to keep to its promised delivery dates they are to be treated as estimates only. The time shall not be of the essence, The Company accepts no responsibility for loss or damage result from delay in delivery of goods. Delays due to the circumstances outside the control of the company shall not entitle the purchaser to cancel any order or to refuse to accept delivery. The customer will not be entitled to terminate the agreement for late delivery of goods (subject to a delivery amounting to a material breach).
5.2 Goods ordered shall be at the risk of customer as soon as they are delivered to his/her premises or otherwise to his/her order. Any claim relating to goods (like shortage, misdelivery or other discrepancy) must be made in writing within 48 hours of the event giving rise to the claim in accordance with the procedures of the company from time to time in force. No claims shall be considered outside these time limits.
5.3 Packing and postage charges quoted with in the companies website and brochures are subjected to change and will be confirmed at the time of order. Similarly buyers outside the UK shall quote for delivery and packing in such instances and confirmation of acceptance shall be required from the buyer prior to acceptance of order.
5.4 The seller will credit the buyer for ‘exchange unit’ if agreed to return with in 30 days of the sale of the new unit. The seller reserve the right to refuse to credit the amount for exchange unit if the manufacturer don’t find the ‘exchange unit’ in acceptable condition, this decision will take up to 30 working days after receiving the exchange unit from the customer. It is customer responsibility to despatch the ‘exchange unit’ within 30 days of purchase of new unit to the seller, if customer fail to do so with in this period then the surcharge kept for the ‘exchange unit’ will not be refunded.
6. RISK AND POPERTY:
6.1 The goods shall remain the sole and absolute property of company as legal and equitable owner and shall not pass to the customer until the company has received payment in full (in cash or cleared funds) for:
(a) Such goods; and
(b) All other sums which are, or which become, due to the company from the customer for sales of goods on any account.
6.2 The company may at any time recover and resell the goods (if in the customer’s possession or under its control) if any sum owned by the customers to the company under any contract is not paid on the due date for payment and /or if at any time the company becomes concerned about the financial standing of the customer and for this purpose the company, its servants or agents together will all necessary and appropriate transport shall be entitled to free and unrestricted entry upon the customer’s premises and /or all the other locations where the goods are situated.
6.3 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebt ness of the goods which remain the property of the seller, but if the buyer does so all moneys owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
6.4 The customer shall posses the goods as bailee of the company .If the company so requires, the customer shall store the goods for the company and ensure that they are clearly identified as belonging to the company. The company shall be entitled to examine the goods in storage at anytime during normal business hours and upon giving the customer reasonable notice thereof.
7. WARRANTIES AND LIABILITIES:
7.1 Subject to the condition set below the seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of purchase or date of initial use, which ever is the first to expire.
7.2 The above warranty is given by the seller subject to the following conditions:
(a) The seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.
(b) the seller shall be under no liability in respect of any defect arising from fair wear and tear , wilful damage, negligence, abnormal working conditions, failure to follow the sellers instructions (whether oral or in writing) , misuse or alteration or repair of the goods without the sellers approval.
(c) The seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of t eh goods has not been paid by the due date of payment.
(d) The above warranty does not extend to the parts, material, equipment not manufactured by the seller, in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the seller.
7.3 For trade buyers, the company is hereby excluded from any liability, howsoever arising, in respect of any express or implied condition, warranty or term, statement, representation whether statutory or otherwise, relating to the goods supplied. The trade buyer accept that he is best placed to insure against losses, which arise by virtue of any breach of this agreement, and warrants that he carries adequate insurance in this respect.
7.4 Goods must be checked for suitability and tolerance prior to fitting or preparation. No responsibility whatsoever is accepted for the fitment of the incorrect parts. The responsibility is clearly with the purchaser/fitter to ensure the parts supplied are correct for the particular job. The company is not responsible for any damage or consequential losses or cost resulting from the fitment of parts supplied.
7.5 Subject as expressly provided in these conditions, and expect where the goods are sold to the person dealing as a consumer (within the meaning of the unfair contract terms act 1977) , all warranties, condition or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.6 Where goods purchased by the buyer are alleged to be defective, the purchaser agrees to return such goods to the seller for inspection and report (without the seller replacing the said goods prior to such inspection). The purchaser also accepts that it is reasonable to inform the seller of any interruption, defect or other failure prior to contacting independent third parties or incurring expense and, in addition, to allow the seller to remedy the defect, failure or interruption. Parts modified or adapted by the purchaser shall no longer be warranted by the manufacturer nor shall the company be liable for any failures resulting subsequent no modification as a result of such modification.
7.7 Where the goods are sold under a common transaction (as defined by the consumer transactions [restrictions on statements] order 1976), the statutory rights of the buyer are not affected by these conditions.
7.8 Any claim by the buyer which is based on any defects in the quality or condition of the goods or their failure to correspond with specifications shall (whether or not delivery is refused by the buyer) be notified to the seller with in 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does not modify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
7.9 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods (or the part in question) free of charge or , at the sellers sole discretion, refund to buyer the price of the goods (or the proportionate part of the price), but the seller shall have no responsibility to the buyer.
7.10 Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of any representation ( unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the seller , its employee or agents or otherwise) which arise out of or in any connection with the supply of the goods or there use or resale by the buyer, and the entire liability of the seller under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these conditions.
7.11 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing , or any failure to perform, any of sellers obligation in relation to the goods , if the delay or failure was due to any cause beyond the sellers reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the seller’s reasonable control:
(a) Act of God, explosion, flood, tempest, fire or accident.
(b) War or threat of war, sabotage, insurrection, civil disturbance or requisition.
(c) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) Import or export regulations;
(e) Strikes, Lock-outs or other industrial actions or trade disputes (whether involving employees of the seller or of a third part)
(f) Difficulties in obtaining raw material, labour, fuel, parts or machinery.
(g) Power failure or brake down in machinery.
8. INDEMNITY:
8.1 If any claim is made against the buyer that the goods infringe or that their normal use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the seller shall indemnify the buyer against all loss damages, cost and expense awarded against or incurred by the buyer in connection with the claim, or paid or agreed to be paid by the buyer in settlement of the claim, provided that
(a) the seller is given full control of any proceedings or negotiations in connection with any such claim;(b) the buyer shall give the seller all reasonable assistance for the purpose of any such proceedings or negotiations;(c) except pursuant to the final award, the buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the seller (which shall not be unreasonable withheld)(d) the buyer shall not do nothing which would or might vitiate any policy of insurance or insurance cover which the buyer may have in relation to such infringement , and this indemnity shall not apply to the extent that the buyer recovers any sums under any such policy or cover (which the buyer shall use its best endeavours to do);(e) the seller shall be entitled to the benefit of, and the buyer shall accordingly account to seller for, all damages and costs (if any ) awarded in favour of the buyer which are payable by the agreed with the consent of the buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and (f) without prejudice to any duty of the buyer at common law, the seller shall be entitled to require the buyer to take such steps as the seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the seller is liable to indemnify the buyer under this clause.
8.2 Where the sellers publishes the data sheet or other literature in relation to any goods, the seller shall not be liable to indemnify the buyer as provided at 8.1 above in respect of any claim arising from the buyer’s use (or resale for use) of such goods in any process or at any temperature not specifically indicated by such data sheet or other literature.
9. INSOLVENCY OF BUYER:
9.1 The clause applies if (a) the buyer makes any voluntary arrangement with the creditors or becomes subject to administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or (b) and encumbrancer takes procession or a receiver is appointed, of any of the property or assets of the buyer; or (c) the buyer ceases , or threatens to cease , to carry on business or(the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
9.2 If the clause applies then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. TERMS & CONDITIONS:
10.1 No employee, agent, distributor, stockist or customer of the company has the right or authority to waive, alter or vary the terms and conditions of trading or make any claim or representation, or transact any business at variance with them.
10.2 Any time or other indulgence granted by the company shall not affect the strict rights of the company under these terms and conditions.
10.3 The contract in all respects is governed by the English law and the purchaser hereby irrevocably submits to the jurisdiction of the English courts.
