MOTION SYSTEMS LIMITED
TERMS & CONDITIONS OF SALE
In these conditions:
“The Company” means Motion System Limited. “Goods” the goods (including any instalments of the goods or any part of them) specified on the quotation or acknowledgement of the order form to which these Conditions are annexed. “Buyer” means the person to whom the quotation or acknowledgement or order is addressed “Contract” means the Contract for the sale and purchase of the goods “Writing” includes telex, cable, facsimile transmission and comparable means of communication
2. BASIS OF SALE
(a) The Company shall sell and the Buyer shall purchase the Goods in accordance with the quotation of the Company which is accepted by the Buyer, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any order of the Buyer is accepted or purported to be accepted
(b) No variation to these Conditions shall be binding unless agreed in writing and signed by the authorised representatives of the parties
(c) Any typographical clerical or other error or omission in any quotation or acknowledgement or order issued by the Company shall be subject to correction without any liability on the part of the Company.
(d) Subject to expressly provided in these Conditions and except where Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by Statute or Common Law are excluded to the fullest extent permitted by law.
3. ORDER AND SPECIFICATIONS
(a) No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.
(b) The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
(c) The quantity, quality and description of and specification for the Goods shall be those set out in the Company’s acknowledgement of order.
(d) If the Goods are to be manufactured for any process to be applied to the Goods by the Company in accordance with specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial property rights of any other person which results from the Company’s use of the Buyer’s specification.
(e) The Company reserves the right to make any changes in specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to the Company’s specification, which do not materially affect their quality performance
(f) No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit) costs (including costs for labour and materials used) , damages, charges and expenses incurred by the Company as a result of cancellation
4. PRICE OF GOODS
(a) The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list (if any) current to the date of acceptance of the order. All prices are valid for 90 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
(b) The Company reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Company which is due to any factor beyond the control the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods, which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions PROVIDED ALWAYS that the Company shall not increase the price of the goods within 14 weeks of the acceptance of the quotation by the Buyer
5. TERMS OF PAYMENT
(a) All invoices shall be payable without discount within 30 days of invoice date at the Company’s premises stated on the invoice. In no circumstances shall the buyer be entitled to make any deduction or withhold any payment for any
reason at all unless agreed in writing by the parties.
(b) The time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company if the Buyer fails to pay the invoice price by the due date the
Company may charge interest at the rate from time to time prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and the Company reserves the right to claim from the Buyer compensation for
late payment as provided for by the Late Payment of Commercial Debts (Interest) Act 1998 as amended and reimbursement of costs and expenses (including legal costs) incurred in the collection of the overdue debt.
(c) The Company shall be entitled to invoice the Buyer for the Price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the
Goods, in which event the Company shall be entitled for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
(a) Delivery of the Goods shall be made by the Company delivering the Goods to the Place stipulated by the Company
(b) Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
(c) If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Buyers fault and the Company is accordingly liable to the Buyer, the Company’s liability shall be limited to the excess (if any) of the costs to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
(d) If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available, the Company may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
7. RISK OF PROPERTY
(a) Risk of damage to or loss of the Goods shall pass to the Buyer
(i) In the case of Goods to be collected from the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection.
(ii) In the case of the Goods to be delivered otherwise than at the Company’s premises, at the time of delivery, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
(b) Not withstanding delivery of, and the passing of risk, in Goods to the Buyer, ownership of the Goods shall not pass to the Buyer until full payment for those Goods and for all of the Goods supplied by the Company to the Buyer under any other Contract whatsoever for which payment in full has not been received by the Company. Until ownership passes:
(i) The Buyer shall hold the Goods as bailee for the Company, shall retain from encumbering them in any way and will store them separately from any other Goods on the Buyer’s premises clearly marked as the Company’s property.
(ii) the Company may without prejudice to any other rights or remedies available to it, without notice terminate all or any part of any Contract with the Buyer or suspend or cancel all deliveries thereunder, and repossess/dismantle all or any of the Goods. For the purpose of so taking repossession the Buyer gives the Company irrevocable authority without notice to enter the Buyers premises for the purpose of collecting and removing the Goods and so far as the Buyer is able, the Buyer undertakes to co-operate fully with the Company in recovering Goods under this Clause from the premises of any third party.
- 8. WARRANTIES
(a) Subject to the Conditions set out below the Company warrants that the goods will correspond with their specification at the time of delivery and will be free from defect in material or workmanship for a period of twelve months from the date of delivery
(b) The above Warranty is given by the Company subject to the following conditions
(I) The Company shall be under no liability in respect of any defect arising from fair, wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse, alteration or repair of the Goods without the Company’s approval
(ii) The Company shall be under no liability under the above Warranty (or any other Warranty, conditional guarantee) if the total price for the
Goods, has not been paid by the due date of payment.
(iii) The above Warranty does not extend to parts of materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such Warranty or Guarantee as is given by the manufacturer to the Company.
9. ADVICE AND RECOMMENDATION
Although the Company makes every effort to ensure that any advice given to the Buyer concerning the installation, suitability and use of the Goods is sound, the Buyer follows or acts upon it entirely at its own risk and accordingly the Company shall not be liable for any such advice or recommendation
(a) Any drawings, dimension, descriptions or illustrations in the Company’s advertising material or otherwise submitted to the Buyer are intended to provide a general impression of the Goods and do not form part of any Contact unless otherwise agreed
(b) Any drawings or specifications concerning the Goods submitted to the Buyer shall be treated as strictly confidential by the Buyer and shall be returned to the Company immediately on request. Subject thereto, however, the Buyer may disclose such information in quotations made to the Buyers own prospective customers
(c) The Buyer shall not reproduce any drawings or specifications concerning the Goods
save as aforesaid
The Buyer hereby agrees to indemnify the Company in respect of all damage to any person or property and against all suits claims, demands, costs, charges and expenses arising in connection with or occasioned by the negligence or breach of statutory duty of any person or body other than the Company or its employees
12. INSOLVENCY OF BUYER
(a) This clause applies:
(i) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or:
(ii) an encumbrance takes possession, or a Receiver is appointed, of any of the property
or assets of the Buyer; or
(iii) the Buyer ceased or threatens to cease to carry on business; or
(iv) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
(b) If this clause applies then, without prejudice any other right or remedy available to the
Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid the price will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
(a) No waiver by the Company of any breach of the contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any other provision
(b) The Contract shall be governed by the Rules of England
(c) We reserve the right to alter on going charges as per market trends
(d) Motion Systems Limited reserves the right to charge for copy certificates or information which requires faxing or posting to the Customers.