Your statutory rights are not affected
by these Terms and Conditions of Sale.
General
The conditions set out below are the only terms on which
we do business unless a variation is specifically agreed in writing signed
by a director of First Business Systems Limited ("the company"). If a
client or a prospective client wishes to negotiate a variation of the
conditions, either generally or in part the request should be made by
letter, sent recorded delivery, addressed for the attention of the
managing director of the company at its registered office. By not sending
such letter the client or prospective client acknowledges that he accepts
these conditions and that any standard terms which may appear on any of
his stationery shall be of no effect.
All goods offered for sale are subject to remaining
unsold.
If an order is not placed, the client is liable to
reimburse any expenses incurred by the company at the clients request.
Price
The company reserves the right to vary the price if the
costs of labour, material or other services vary from that at the contract
date and in any event orders will be invoiced at the price ruling at the
date of dispatch.
Payment
Prices quoted are net and are payable before delivery.
If requested, and subject to satisfactory credit rating, bank and trade
references, the company may agree that an account can be given. Payments
against accounts become due in full not later than fourteen days from
invoice date. Unless otherwise agreed in writing the client shall pay the
company interest on all accounts at the rate of 3% per month above the
current base rate of Barclays Bank Plc from the day that payment was due
until payment is made in full.
Not with standing any agreement for credit or course of
dealing on credit terms the company may at any time and without giving
notice or reason revoke such agreement or terms without penalty.
The title to all goods sold by the company will remain
vested in the company until full payment has been made. At anytime at the
company's discretion the company may use its retention of title to recover
goods not paid for in full from a client or a third party. Should the
goods not be available the company may claim other goods of a similar
value. On behalf of the company its servants or agents may enter upon the
clients premises for the purpose of repossessing the goods or goods to the
same value as. If any money value difference is left after the company has
recuperated the amount outstanding the balance will be returned less
costs.
Should default be made by the client in paying any sum
due under order or contract the company at its option shall be entitled
either to suspend supplies until default is made good or treat such
default as a repudiation of the contract in which case the client (without
prejudice to any right which the company may have to the return of any
goods or the payment of any compensation or damages by the client) pay the
company reasonable charges incurred in the course of any part performance
of the contract by the company.
If the company owes any amount to the client in respect
of any purchases whatsoever contra account transactions will not be
accepted.
If the client is a limited company or other legal entity
claiming limited liability and the client is unable to pay for goods and
or services supplied for any reason whatsoever, including insolvency, the
directors or partners shall also become jointly and severally liable for
the debt.
Delivery
Delivery terms quoted are subject to confirmation after
order and are at times subject to unforeseen delays over which we have no
control. The company whilst making reasonable effort to comply with the
quoted date of delivery shall not be liable for any penalty, loss, injury,
damage or expenses directly or indirectly consequent upon any delay or
failure in delivery or performance by the company or its agents or
servants from any cause whatsoever nor shall such delay entitle the client
to cancel any order, refuse to accept or repudiate any contract for work
to be done.
Exclusion
The company does not hold or warrant any goods or
services as being fit for any particular purpose, whether made known to
the company or not and the client must not rely on the company's skill or
judgment in relation to the fitness of goods or services for any purpose.
If the client requires assistance on the fitness of any goods or services
for any purpose he should seek appropriate professional advice. The
company's staff are not authorized to express any opinion or make any
representation as to the fitness of any goods or services for any purpose,
and any such opinions or representations as may be expressed by them are
not binding on the company.
Liability
The company (subject as herein provided) undertakes to
replace, correct or at its option credit the value of all goods or
services supplied which are defective or otherwise not in conformity of
contract subject to all of these conditions provided always. The company
must be informed in writing of such defective goods or services and
requested to make such replacement or correction or give such credit
within 2 weeks from collection or delivery of the goods or services
The company's liability whether in contract, tort or
otherwise in respect of any goods supplied by it shall be limited solely
to the foregoing, and in no circumstances does the company accept any
further liability or any injury, damage or financial loss or for either
direct or consequential losses howsoever or whenever arising. In
particular, but without prejudice to the generality of the foregoing.
Limitation of liability
If the company carries out any work at the request of
the client the company's liability for any failure or breach of contract
will be limited to the invoice cost of the work.
Cancellation
Orders placed with the company cannot be canceled except
with the company's written consent and on terms which will indemnify the
company against any damage or consequential loss.
Nominees
The client shall indemnify the company and any and all
of its agents, officers and servants against all costs arising from the
provision of nominee officers, signatories, shareholders etc.
Registered office
If the registered office remains at the company's
address the provision of a registered office fee will be charged at the
prevailing rate and will include forwarding of post sent to the registered
office by Companies House and Inland Revenue departments. Dealing with
other matters will incur an additional charge. Default in payment of
registered office charges or additional charge will result in withdrawal
of the facility without notice and without liability for the
consequences.
Performance of contract
In event of the performance of any obligation accepted
by the company being prevented, delayed or in any way interfered with by
either
-
An act of god, outbreak of war, either general or local riot or
other civil commotion, strike, lockout, act or decree of any government
or any other act, matter or thing beyond our reasonable control.
-
Non-delivery or nonperformance by the company's suppliers or damage,
loss or destruction of the whole or part of the goods or work, the
company may at its option suspend performance or cancel its obligation
under the contract without liability for any damage or consequential
loss resulting there from such suspension or cancellation being without
prejudice to the company's right to recover all sums owing to it in
respect of consignments delivered, or collected and costs incurred to
date.
- By any cause beyond the company's control.
Assignment
The contract shall not be assigned by the client to any
third party without the prior consent of the company.
Patents
The client is to indemnify the company against any
claims whatsoever for damages and or costs against all liability in
respect of any infringement of trade mark, patent right, copy right or any
other intellectual property resulting from compliance with clients
instructions express or implied.
Law and jurisdiction
Subject to the above conditions the client shall not
take legal action against the company.
The contract shall be governed by and constructed in all
respects in accordance to English law. The client on entering into the
contract submits to the jurisdiction of the English courts.
Should any condition or part thereof become
unenforceable for any reason whatsoever this shall be without prejudice to
the remainder of that condition and all other conditions and part
conditions.
The condition headings are inserted for convenience only
and shall not effect the construction of these conditions.
Last updated July 17, 2001
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