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Definitions: For the purpose of these terms and conditions, the following
words and expressions shall have the following meaning" The Seller" Scensive Technologies Limited.
"The Buyer" such person that buys or agrees to buy the goods. "The Goods" such instruments,
software, services, information, equipment and/or parts thereof as are supplied under the contract
for sale. Prices, Specifications and Delivery times are subject to change without notice.
Unless otherwise agreed in writing by the Seller, Goods will be invoiced at the prices current.
VAT: is excluded from published and
quoted prices and will be added to invoices
for goods supplied in accordance with rates
and legislation in force on the shipping and
invoice date.
Carriage: Unless otherwise specified
by special agreement confirming in writing by
the Seller, carriage on all deliveries will
be added to the invoice at the rate applicable
for the method used. Where the buyer opts to
arrange collection, the Shipping and Invoice
Date shall be the Date of notification of availability;
The Seller reserves the right to charge on uncollected
goods after 3 days.
Terms: The Seller may at its absolute
discretion require payment at such a date as
it notifies to the buyer in writing; otherwise,
payment is due 30 days from the Shipping and
Invoice Date. The Seller reserves the right
to charge interest on overdue accounts at the
rate of 5% per annum above Lloyds TSB plc minimum
lending rate on the outstanding balance accrued
on a daily basis from the due date until full
payment is received.
Independent Contractor: The relationship
between the Seller and the Buyer is that of
independent contractor. Neither party is the
agent of each other, and neither party has any
authority to make any contract or to impose
any obligation on the other party without their
express prior permission.
Title: The Goods shall remain the sole
and absolute property of the Seller as legal
and equitable owner until such time as the Buyer
shall have paid the Seller the agreed price.
The Buyer acknowledges that he is in possession
of the Goods solely as a fiduciary for the Seller
until all payment for such price has been made
and shall insure the Goods against normal risks
at his own expense. Until such time as the Buyer
becomes the owner of the Goods, he will store
them on his premises separately from his own
goods or those of any other person and in a
manner which makes them readily identifiable
as the Goods of the Seller. The Seller may for
the purpose of recovery of its goods enter upon
any premises where they are stored or where
they are reasonable thought to be stored and
may repossess the same. The buyer may resell
such Goods on the basis that the entire proceeds
of the sale are held in trust for the Seller
and shall not be mingled with other monies or
paid into an overdrawn bank account and shall
be at all times identifiable as the Seller's
monies. Before property passes the Buyer may
incorporate such Goods in or together with any
product manufactured by the Buyer in the course
of his business provided adequate records to
identify such Goods are kept; should such product
be sold before full payment of the agreed price
has been made, goods title to such product shall
pass but the Buyer shall be liable to account
to the Seller for the proceeds of such sale
limited to the Buyer's invoice value in to Goods
incorporated in to such product.
Intellectual Property: All Intellectual
Property contained in any equipment, software,
drawings, demonstrations, written information
or by other means supplied by the Seller will
remain the property of the Seller. In the event
that the Buyer or its associates makes or observes
any new discovery, improvement or invention
relating to the Intellectual Property or as
a direct result of its use then the Buyer will
bring this to the attention of the Seller. No
commercial gain from such an invention, or patent
application or other proprietary rights to protect
such invention shall be sought by the Buyer
or its associates without prior written agreement
from the Seller.
Warranty: The Seller warrants the Goods
to be free from defects in workmanship or material
under normal use. Unless otherwise agreed in
writing, for a period of six months from the
Shipment and Invoice Date the Seller undertakes
to repair or replace any parts which prove to
be defective within that time provided that
the Goods have been returned carriage paid within
the warrant period. This warranty does not apply
if the maximum ratings labelled have been removed,
or if the instrument or equipment has been abused,
altered, used at ratings above or below the
maximum specified, otherwise misused in any
way or if the Buyer fails to provide information
about its use of the instrument and any exposure
to potentially hazardous materials. At its sole
discretion, the Buyer reserves the right to
treat the instrument or equipment as if it does
represent a hazard and to void any warranty
and to renegotiate service charges. All technical
advice, recommendations and services are based
on technical data and information which the
Seller believes to be reliable and are intended
for use by persons having skill and knowledge
of the business, at their own discretion.
Incorrect/ damaged deliveries: The Seller
shall not accept liability for shortages in
quantity delivered or for damage to Goods unless
notified within 7 days from delivery of the
Goods to the Buyer, or for non-delivery of Goods
unless notified within 10 days of the shipping
and Invoice Date.
Acceptance: All orders shall be subject
to terms and conditions contained or referred
to in the Seller's quotation, acknowledgement,
and to those listed here and to no others whatsoever.
No Waiver, alteration or modification of these
terms and conditions shall be binding unless
in writing and signed by an executive officer
of the Seller. All orders are subject to written
acceptance by the Seller.
Liability: The Seller's total liability
to Buyer under any circumstances, including
negligence, misrepresentation, breach of contract
or otherwise shall not exceed the net invoiced
price to the Buyer of any undelivered, damaged
or defective Goods. Where the Buyer requires
a higher degree of liability and insurance is
obtainable for such cover, the Seller may meet
written requests on the basis that the Buyer
shall reimburse the Seller for the premiums
involved and will comply with any requirements
of the insurers in effecting cover; in no event
will the Seller be liable for more than any
amount received from the insurers.
Force Majeure: The Seller will not be
liable to the Buyer for any loss or damage caused
directly or indirectly as a result of third
party action or events beyond the reasonable
control of the Seller preventing or delaying
the supply of Goods or making such supply uneconomic;
this includes (but is not limited to) accidents,
failure of equipment, industrial action, riot,
war, flood, storm, earthquake, fire, Acts of
God, raw material or labour shortages and or
increased market costs.
Legal Jurisdiction: The contract entered
into between the Buyer and Seller shall be governed
by the Laws of England, Wales and the EU and
any claim arising from such contract shall be
subject to determination by the courts of England.
Scensive Technologies Limited is registered in the UK. Liability of members is Limited.
Company registered in England & Wales 5223863
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