1.1 In these conditions “Seller” means Tekdis Limited or any associated companies and Buyer means the person, body, firm or company with whom the Seller enters into a contract for the sale of goods and/or the supply of services.
1.2 These terms and conditions of sale apply to all contracts of sale entered into by the Seller and supersede and prevail over all terms and conditions which may be contained in any customer purchase order or in sales confirmation or otherwise.
1.3 Typographical and clerical errors are subject to correction and revision.
1.4 These conditions bind the Seller, the Buyer and their respective successors and assigns.
1.5 Words importing persons shall include corporations and words importing the singular number or plural number shall be deemed to include the plural number or the singular number respectively and words importing the masculine gender shall include all genders as the case may require.
2 Quotation and Purchase Order
2.1 Any quotation given by the Seller is a mere invitation to treat and does not constitute a contractual offer and the Seller reserves the right to vary or withdraw a quotation at any time.
2.2 Once the Seller has sent to the Buyer an acknowledgment of the acceptance of the purchase order the Buyer may not alter or modify the purchase order without the written consent of an authorised employee of the Seller.
3.1 Delivery dates quoted by seller are best estimates only and in regard to any such dates, time shall not be deemed to be of the essence.
3.2 Late delivery does not entitle Buyer to cancel his order.
3.3 Under no circumstances will the Seller be liable for damages of any kind (including consequential, special or incidental damages including loss of profits) for failure to deliver or for delay in delivery howsoever occasioned.
4.1 Payments are due on demand but in any case must be paid no later than 30 days from the date of relevant invoice. Seller reserves the right to retract completely any extended terms if payments are late or not received on time.
4.2 The Seller reserves the right to suspend deliveries where payment is not received in accordance with these conditions of sale.
4.3 Without prejudice to other rights, interest at 4% above Barclays Bank Plc base rate, shall be payable on any payment, which is overdue until actual payment, not withstanding any statement to the contrary by the Buyer, we shall be entitled in our absolute
discretion to appropriate any payment received by us from the buyer to or towards any indebtedness of the Buyer with us, whether under this or under any other contract.
4.4 The Sellers underwriter will be instructed to collect any overdue amounts owed by the Buyer if found that the Buyer is not meeting payments due.
4.5 The Buyer is liable for all expenses (including legal fees) incurred with respect of the collection/recovery of overdue payments.
5 Ownership and risk
5.1 The risk in the goods shall pass to the Buyer on delivery of the goods.
5.2 Ownership of the goods shall not pass to the Buyer until the Buyer has made payment to the Seller in full there of (and any other monics owing to the Seller including interest payments if applicable).
5.3 Furthermore if payment is overdue, or the Buyer enters into bankruptcy, liquidation, administration, a composition with its creditor, has a receiver or manager appointed over all or any of its assets or becomes insolvent the Seller shall be entitled without prejudice to any other remedy, to retake possession of the Goods belonging to it and to enter any premises of the Buyer(or the remises of any associated company or agent where the goods are located) without notice for this purpose without liability for trespass or any resulting damage.
6 Cancellations and reschedules
6.1 Requests to cancel or reschedule orders must be made in writing by the Buyer to the Seller.
6.2 The seller is under no obligation to accept such cancellations or reschedules. Without prejudice, the Seller reserves the right to make a charge on the Buyer to recover the costs and loss of profit incurred by Seller due to such cancellation or reschedule.
6.3 NC/NR (Non Cancellable/Non returnable) orders cannot be cancelled or returned as the purchase for the “Buyer” has normally been through a third party of the Seller where special advanced terms have been organised by the Seller to that third party.
6.4 Warranty rights still apply as in the warranty clause that follows.
7 Change of design
7.1 The goods will be supplied substantially to the design described in the order. However, the Seller reserves the right to make reasonable changes at its discretion during the execution of the Buyer’s orders.
7.2 Whilst every effort is made by the Seller to ensure the accuracy of any technical data or literature made available in relation to the goods, the supplier accepts no liability for any damage or injury arising from any errors or omissions in such technical data. The seller makes no guarantee that products offered as an alternative to a request for quotation or supply of product by the Buyer, will be an exact alternative, and it will be the responsibility of the Buyer to fully test any such product before purchase. As such, Buyer accepts that they will have no claim whatsoever on the Seller, in the event of non-conformation of such products.
8.1 The Seller guarantees to repair or at its discretion or replace free of charge any of the goods found to its satisfaction to be defective owing to faulty design, materials or workmanship within 12 months of the date of delivery to the Buyer, provided that in the case of goods, not of Sellers manufacture, its liability under this clause shall in no circumstances extend beyond any corresponding liability to the Seller of the manufacturer of such goods. Any claims require batch code and date code verification which are kept on record by the Seller.
8.2 All other warranties, conditions and statements, expressed or implied, statutory or otherwise, are excluded. Subject as aforesaid, the Seller shall be under no liability in contrast or in part for any loss or damage arising directly or indirectly out of the supply or use of the goods.
9.1 The Buyer is responsible to inspect all goods upon receipt and should not accept receipt of the goods if there is noticeable damage to product packaging. Any other damage relating to transportation must be reported within 24 hours on receipt 9.2 The Seller will be liable for shortages or other errors in delivery unless the Buyer submits a claim in writing within 24 hours of goods
9.3 Goods cannot in any circumstances be returned to the Seller:
(1) Without the prior written consent of an authorised employee of the Seller; and
(2) Unless accompanied to a delivery document showing the Seller’s Return Materials Advice number
10 Force majeure
10.1 The Seller shall have no liability in request of failure to deliver or perform or delay in delivering or performing any obligations to the Buyer due to any supervening event beyond the Seller’s control including, but not limited to, war, national emergency, flood, earthquake, fire, storm, natural disaster, act of God, terrorism, supply issues caused by BREXIT and/or a pandemic.
11 Limitation of liability
To the extent permitted by law and subject only to any exceptions contained in these terms and conditions the Seller will under no circumstances be liable in any way whatsoever to the Buyer for any loss, damage or expense sustained or incurred by the Buyer or any other party, or for which the Buyer may be liable, in consequence of or resulting directly or indirectly out of the supply of the
Goods or Services by the Seller, the use or performance thereof, any breach by the Seller of any provision of any contract incorporating these terms and conditions or the negligence of the Seller.
12 Origin of goods
12.1 The Seller makes no representation and gives no warranty in respect of the source of origin of manufacture of the goods.
13 Export control regulations
13.1 Some or all of the goods supplied by the Seller may be subject to export control regulations. Such goods may not be exported by the Buyer without prior approval of the relevant authorities. It is the responsibility of the Buyer to obtain such approval.
13.2 Under no circumstances shall the Seller be liable for any loss or damages incurred by the Buyer as a result of Buyer’s contravention of any export control regulations.
14.1 These Terms and Conditions shall be governed by, construed and enforced in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms and Conditions
If any term, condition or provision of these Terms & Conditions is held by a Court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intention that such provisions be reduced in scope by the Court to the extent necessary to render the provision reasonable and enforceable and for the remainder of the provisions in these Terms & Conditions to be in no way affected, impaired or invalidated as a result. No person who is not a party to this Agreement may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
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