TERMS AND CONDITIONS OF SALE
Assistive Hearing Devices Ltd.
a. In these Conditions, the words and expressions listed below shall have the following meanings:
- “Company” means Assistive Hearing Devices Ltd, registered under the Companies Act registration number SC 363827.
- “Conditions” means these terms and conditions of sale of the Goods and any special terms which are agreed in writing between the Company and the Customer.
- “Contract” means a Contract of sales of Goods by the Company to the Customer.
- “Customer” means the party who has ordered or is, or has been supplied with the Goods by the Company.
- “Goods” means any goods or services supplied or to be supplied to the Customer in terms of the Contract.
- References to the Conditions shall mean reference to these Terms and Conditions as from time to time amended or varied in accordance to section 2, below.
SALE AND PURCHASE
- All quotations are given and all orders are made subject to these Terms and Conditions to the exclusion of all other Terms and Conditions (including any Terms and Conditions endorsed upon, delivered with or referred to in any purchase order or other document sent by the Customer to the Company) and no variation or alteration of these Conditions shall have any effect unless agreed in writing by the Company and the Customer.
- The Customer is deemed to have notice of and is bound by these Terms and Conditions on seeking a quotation for the Goods, on submitting and order for the Goods, and by taking delivery of, or accepting the Goods.
- The Company reserves the right to accept or refuse any order and to cancel any uncompleted order from the Customer or to suspend delivery under any such order if the Customer fails to observe or perform any of these Conditions.
- No order submitted by the customer shall be deemed as accepted by the Company unless and until confirmed in writing.
- The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order, including all specifications, submitted by the Customer, and for giving the Company any necessary information relating to the Goods or its requirements within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
- The quantity, quality, and description of, and any specifications for, the Goods shall be those set out in the Company’s quotation or the Customer’s order (if accepted by the Company).
- No order which has been accepted by the Company may be cancelled by the Customer except with the agreement, in writing, of the Company and subject to the Customer indemnifying the Company in full against all loss, damages, charges, and expenses incurred by the Company.
- The price of the Goods shall be the Company’s quoted price for the Goods for immediate delivery ex works. All quoted prices are valid for 30 days from the date of quotation, subject to Clause 4b after which they may be altered by the Company without notice.
- Notwithstanding any other condition, the Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect the prices current at the time delivery.
- Unless otherwise agreed in writing, the prices quoted are exclusive of all taxes (including VAT). These shall be added to the price and be payable by the Customer.
- Delivery of the Goods other than ex works at the Company’s premises shall be subject to the Company’s charges for transport, packaging and insurance.
- Delivery of the goods shall be deemed to have been made when the Company has notified the Customer that the Goods are ready for collection from its premises, or the Company delivers the Goods to any other place or carrier agreed with the Company.
- Quoted delivery dates are approximate and delay in delivery shall not give the Customer the right to cancel any order unless the Company has accepted in writing a firm delivery date with time being expressed to be the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
- The Company reserves the right to deliver the Goods by instalments and in any sequence and to invoice each instalment separately. Where Goods have been delivered in instalments, each instalment shall deem to have been sold under a separate Contract subject to these Terms and Conditions.
- If the Company fails to deliver the Goods, other than as a result of any cause beyond the Company’s control or the Customer’s fault, the Company’s liability shall be limited to the invoice value of the Goods not delivered.
- If the Customer fails to take delivery of the Goods, the Company shall be entitled to
- Store the Goods at the Customer’s risk until uplifted by the Customer, up to a maximum of 14 days from when the Goods are available for delivery, and to charge the customer for storage costs.
- If title has passed to the Customer, to sell the Goods at the best price readily available, and deduct all reasonable storage, selling and other expenses.
- If the Customer rejects the Goods or refuses delivery for any reason, the Customer shall be responsible for the safe redelivery of the Goods to the Company within 7 days of the date of delivery.
- Unless a specific method and manner of transporting the Goods in relation to any particular order has been agreed in writing between the Company and the Customer, the Goods shall be transported by such methods, as the Company shall select.
- All claims arising for damage or non-delivery must be advised in writing within 3 days of delivery.
TERMS OF PAYMENT
- Payment is due within thirty days of the date of the Company’s invoice.
- The Customer shall pay to the Company the price of the Goods and any other charges in terms of the Contract together with any VAT, free of all deductions or ant set-off.
- Receipts for payment will only be issued on request.
- If the Customer fails to make full payment of all sums due in accordance with these Terms and Conditions, the Company shall be entitled to:
- Rescind the contract, suspend any deliveries of Goods, or cease any work or the production of any Goods under this or any other Contract with the Customer.
- Ascribe any payment made by the Customer to the Goods or any Goods supplied to the Customer under any other Contract, as the Company may see fit.
- Require any further supply of Goods or any other Goods to be paid for in cash on or before delivery.
- Interest shall be payable on any amount beyond the due date for payment at the rate of 5 percent above the base rate per annum of the Bank of Scotland from time to time, calculated on a daily basis until such time as payment in full is received.
- Risk of damage to, or loss of, the Goods shall pass to the Customer:
- At the time when the Company notifies the Customer that the Goods are available for collection.
- At the time of delivery to the place or carrier agreed.
- If the customer wrongfully fails to take delivery of the Goods in the time when the Company has tendered delivery of the Goods.
RETENTION OF TITLE
- Notwithstanding delivery of the Goods or the passage of risk to the Customer, title to the Goods shall pass to the Customer only when all sums due by the Customer from time to time in relation to the supply of the Goods or any other Goods or services provided by the Company to the Customer, whether invoiced separately or not, have been paid in full to the Company.
- The Customer shall ensure that all identifying marks applied to the Goods and their packaging not be removed, altered or obscured until as such time as title to the Goods has passed to the Customer.
- The Goods shall be stored separately by the Customer or marked clearly to identify them as the Company’s property until title to them has passed to the Customer.
- The Customer shall store the Goods safely, in accordance with any advice or instructions of the Company, in compliance with all relevant statutory regulations and in such a way as to maintain the Goods in substantially the same condition as they were delivered.
- The Customer shall maintain insurance cover for the Goods on and from the date of delivery until as such time as title to the Goods has passed to the Customer.
- If the Customer fails to implement or maintain any of its obligations under the Contract, or the Company rescinds the Contract, the Company shall be entitled to recover possession of the Goods without notice. The Company is empowered to enter any premises where the Company believes the Goods may be stored, to search for the Goods, mark them as subjects of retention and remove them. The Customer shall co-operate fully with the Company to facilitate the identification or recovery of the Goods.
- The Company shall be entitled, at any time, after delivery of the Goods to withdraw or revoke any express or implied power of the Customer to deal with the Goods in any way.
WARRANTY AND LIABILITY
- The Company warrants that that the Goods will correspond with their specifications at the time of delivery.
- The Customer remains responsible for satisfying itself that the Goods ordered are appropriate to the end product into which the Goods are to be incorporated or for the use intended for the Goods.
- All warranties, conditions and other terms implied by statue or common law are excluded to the fullest extent permitted by the law except where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977.
- Any alleged defect in quality or condition of Goods, other than one not apparent on a reasonable inspection on delivery shall be notified to the Company within 3 days from date of delivery. If the Customer fails to notify the Company of such defect in accordance with these Conditions, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure.
- The Company shall not be liable to the Customer for any consequential loss or damage whether for loss of profit or otherwise, costs, expenses or other claims for consequential compensation whatsoever, whether caused by the negligence of the Company, its employees or agents or otherwise, which arises out of, or in connection with, the supply of the Goods or their use or resale by the customer, except as expressly provided in these Conditions.
- The Company shall not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control or rendered the supply of the Goods uneconomic for the Company.
- The sale of any Goods and the publication of any information on technical drawing relating to such Goods does not imply freedom from patent or other protective rights and the Company accepts no liability for infringement of such rights.
- The Customer warrants that the design and specifications supplied by it to the Company will not involve the infringement of any patent, registered design or other industrial or intellectual property right in the manufacture and sale of the Goods.
- In the event that the Goods are used for any purpose other than for which the Goods of the specification in question are normally used, the Company shall have no responsibility for any infringement of any patent, registered design or other industrial and intellectual property rights which arises as a result of the use of the Goods for the particular purpose.
- The Customer acknowledges the drawings and other documentation and information furnished to it by the Company have been or will be disclosed in confidence and the Customer will not, without the prior written consent of the Company, furnish or cause to be furnished copies of such drawings or documents or details of the information contained in such drawings or documents to any third party.
- The Company shall be entitled immediately on becoming aware of any event of default to rescind the Contract without notice, or suspend any further production or deliveries under the Contract, require payment in advance of any delivery or recover the Goods, without any liability to the Customer.
Each of the following shall constitute an event of default:
- The Customer ceases to carry on business;
- The Customer makes a voluntary arrangement with its creditors, becomes bankrupt or subject to an administration order, or goes into liquidation, or has a receiver appointed over its property or assets;
- The Company reasonably considers that any of the above may occur in relation to the Customer;
- The Customer fails to pay the price by the due date.
- Any notice under this Contract shall be sufficiently given to either party if sent in a legible form by 1st class or express registered post, telex, fax or by personal delivery, including courier, to the postal address of the addressee within the UK last notified in writing to the sender.
- Any notice served by email, fax, post or personal delivery shall be deemed to have been received:
- In the case of fax, 1 hour after time of despatch, evidenced by relevant completed transmission report;
- In the case of email, on receipt by the sender of the appropriate ”read receipt”;
- In the case of post, thirty-six hours from midnight on the date of posting, evidenced by the relevant proof of posting;
- In the case of personal delivery, one hour after the time of delivery to the party, evidenced, where appropriate, by the courier’s receipt duly countersigned for or on behalf of the addressee.
- No delay, omission, or failure by either of the parties to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.
- If any of the clauses, sub-clauses or other provisions of this Contract are found by an arbiter, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in full force and effect insofar as they are not affected by any such deletion.
- The construction, validity and performance of this Contract shall be governed by and construed in all respects in accordance with the Law of Scotland.