The word “Company” means Signal Group Limited. The provisions set forth on the face and back hereof constitute the entire agreement with respect to the sale and purchase of the goods specified. No deletion, amendment or addition to the terms and conditions specified shall be affected by the acceptance or acknowledgement of an order or any other form unless expressly and specifically agreed to in writing signed by an authorised representative of the Company. All offers and quotations are made without obligation and all orders are subject to acceptance or rejection by the Company. Written acknowledgement will be made of all orders accepted.
The Company’s prices are quoted in sterling currency and exclusive of VAT (where applicable). All prices are subject to alteration without notice. Goods and items comprising part of goods supplied under any order which are manufactured by the Company in the United Kingdom (U.K.) will be invoiced at the prices and on the terms ruling in the Company at the date of acknowledgement of order. Prices of goods and items comprising part of goods supplied under any order which are imported into the U.K. by the Company are subject to variation with the rate of exchange between sterling and the currency of the country from which such goods or items are imported and sterling prices will be calculated and invoiced at such exchange rate holding at the day of despatch of goods from Camberley. Where the goods or items are subject to the payment of import duty the amount of duty payable will be calculated and invoiced on the Tariff rate pertaining to those goods or items on the day they clear U.K. customs. Similarly, where the goods or items are subject to the payment of Value Added Tax, the amount of tax will be calculated and invoiced at the rate pertaining to those goods or items on the date of invoice. The Company reserves the right to correct accidental errors or omissions on quotations, acknowledgement of orders or invoices.
The buyer is responsible for the payment of all taxes and duty which may be assessed or levied on, or on account of, materials sold to the Buyer. Prices are subject to change in order to comply with or to take account of any U.K. Governmental legislation which may be introduced.
The following terms are applicable unless other terms are specifically quoted on the Company’s acknowledgement of order or otherwise agreed.
- a) Domestic Sales (throughout the British Isles, including the Isle of Man, the Channel Islands and the Republic of Ireland)
Payment of net cash within 30 days from date of invoice.
- b) Sales to all other countries and territories will be payment before despatch.
All payments shall be remitted to that one of the Company’s bank accounts specified by the Company in cash and without charges. The Buyer shall not refuse, reduce or delay payment because of counterclaims unless expressly and specifically agreed to in writing signed by an authorised representative of the Company.
- PROPRIETARY RIGHT
The Company will retain title to the goods until payment thereof is made in full and the Buyer will not pledge or pledge as security the goods until such payment has been made. Until such payment is made the Buyer shall store the goods in such a way as to show clearly that they are the property of the Company. The Buyer shall be responsible for all loss or damage to the goods from the date of despatch thereof to the Buyer until payment thereof is made in full.
The Buyer will protect and indemnify the Company against all claims arising from infringement of patents, designs copyright or trademarks with respect to all goods manufactured or processed either wholly or in part to the Buyer’s specification.
- SITE PREPARATION
For equipment requiring installation by the Company’s service engineers, it is the responsibility of the Buyer to prepare the site environmentally and provide all the services requisite or necessary to enable such installation to be affected as expeditiously as practicable (including, but not restricted to power, water, drain, air, bottled gases, permits, licenses and approvals) as well as whatever is required to uncrate and move the equipment into its location. Failure so to prepare and provide will result in a service charge by the Company to cover lost time of its service engineers.
Despatch periods quoted are approximate and apply from the date of the written acknowledgement by the Company of the Buyer’s order or the receipt by the Company from the Buyer of all information, releases, licenses, drawings and specifications necessary to enable the work to proceed, whichever is the later. The Company will make every effort to despatch within the period quoted, but assumes no responsibility or liability for loss or damage by reason of delay or inability to deliver due to Acts of God, fires, floods, wars (whether or not declared), embargoes, labour disputes, acts of sabotage, riots, accidents, delays by Carriers or the Company’s sub-Contractors or suppliers, voluntary or mandatory compliance with any Government Act, regulation or request, shortage of labour, materials manufacturing or processing facilities, or any other cause or causes beyond the Company’s control, If shipment is delayed at the Buyer’s request, or because of missing export and import documents, the time of despatch is the time when the goods are reported by the Company to the Buyer as ready for inspection or shipment.
- PAYMENT FOR PARTIAL DELIVERIES
When partial deliveries of goods are made at the request or with the agreement of the Buyer, Conditions 4 and 5 shall apply to the goods comprised in each partial delivery as if such partial delivery constituted delivery of all the goods covered by the contract.
- PACKING AND LOSS OR DAMAGE IN TRANSIT
All goods are carefully packed, but the packing is not returnable unless specifically stated. The Company will not be liable for any loss of or damage to the goods in transit to the Buyer.
- INSPECTION ON ARRIVAL, RETURN OF GOODS
The Buyer shall inspect the equipment immediately on its arrival and shall within five (5) days of its arrival give written notice to the Company of any claim for shortage or that the equipment does not conform with the terms of the order. If the Buyer shall fail to give such notice, the equipment shall be deemed to conform with the terms of the order and the Buyer shall be bound to accept and pay for the equipment in accordance with the terms of the order. The Company accepts no responsibility for delay in transit. No written acceptance of delivery shall be given to the Carriers until the Buyer has examined the goods. In the event of damage in transit, the Buyer must lodge a claim on the Carriers within 24 hours of receipt of the goods and notify the Company at once. The Buyer should notify the Company of all goods not delivered within 14 days of the date of the Company’s Invoice/Advice Note. The Company is not responsible for any damage arising from any consequential loss.
- CONDITIONS AND WARRANTIES
(A) The Company warrants to the Buyer that the goods manufactured by it are free from defects in material and workmanship. In discharge of this warranty the Company agrees either to adjust, repair or replace at its option any part or parts manufactured by it which under proper and normal use prove defective within 12 months after despatch to the Buyer. It is recognised that some parts by their nature may not function for one year, therefore, excluded from the foregoing warranty are filaments, energy sources, lamps, graphite tubes, sample cells, holders, burner chambers, nebulizers, along with other parts mentioned in the applicable operating manual. After installation, any realignment, readjustment, recleaning or recalibration, providing they do not relate to a proven defect in material workmanship, shall be performed only at the Company’s then current rates for service. In relation to goods or materials supplied by the Company either separately or included in its instruments but not of its own manufacture, the Company will pass to the Customer the benefit of such guarantee if any as may be made available by the manufacturer of such goods or materials. The Company will make no charge to the Buyer for the cost of the materials or labour time expended by it in discharge of its warranties; a charge will be made to cover the travelling and at the Company’s discretion, subsistence expenses incurred by the Company’s authorised representatives in discharge of such warranties. The Company has no liability for defects due to or arising from normal wear, to misuse, maladjustment or damage caused by the Buyer, his employees or anyone other than the Company’s personnel, or to or arising from installation or use of the goods in unsuitable environmental conditions. The Company’s obligations are conditional upon the Company’s authorised representatives being accorded access to the goods at reasonable times and with suitable services and if return to the Company is necessary, the goods being properly packed and despatched by the Buyer; transportation, insurance and other charges pre-paid by the Buyer to the Company’s Works or service office whichever is required by the Company.
(B) The Company shall have no liability (other than liability for death or personal injury resulting from negligence) for loss or damage (including consequential loss or damage) arising in connection with the installation or use of the goods supplied except where such loss or damage arises from negligence of the Company or its servants and so that this condition shall not operate to exclude or restrict liability for any breach of the obligations arising from any undertakings implied by law in relation to the supply of the goods.
- LIABILITY FOR DUTY
If the Buyer sells or disposes of any imported goods on which relief of duty has been obtained, the Buyer will be responsible for the payment of any duty that may be levied as a result of such sale or disposal.
- APPLICABLE LAWS
This contract shall be construed in accordance with the laws of England.