Every offer, quotation and contract for the sale or supply of goods by the Seller is made subject to these conditions. Any alternative conditions sought to be imposed by the Purchaser are hereby excluded.
The Seller will not accept any claim for consequential loss of any kind however caused.
No claim will be entertained by the Seller, Bytecom Fanner b.v., if made: – Where the materials have been incorporated, whether by or on behalf of the Purchaser, or by anyone else into other goods. The Seller’s liability for any failure to supply or any defects or want of quality in the goods supplied hereunder shall not exceed an amount equivalent to the price payable to the Seller in respect thereof save in the case of death or personal injury where the Seller is shown to have failed to exercise care in the supply of goods.
Unless otherwise stated the Seller’s quotations are based on current cost of material and transport and any variation between quotation and supply shall be the subject of a price adjustment.
Quotations may be withdrawn by the Seller at any time and if not shall lapse 30 days from their date.
The seller is continually improving the specification and design of its product range and whilst care is taken to see that literature produced by the Seller is up to date on the date of its production, such literature should not be regarded as an absolute guide to current specification and the Seller reserves the right to modify any of its products without notice and without liability on the part of the Seller.
The Seller reserves the right to make any changes in the specification of the goods which are required to confirm with applicable or other statutory requirement or which do not materially affect their quality or performance.
The prices quoted are exclusive of VAT and charges for delivery.
No order for goods will be considered binding until officially acknowledged by the Seller in writing.
The Purchaser should be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
The Purchaser is not entitled to cancel the contract unless the Seller has agreed in writing to such a cancellation and on cancellation the Purchaser agrees to indemnify the Seller for any loss, costs or damages and expenses incurred or paid by the Seller as a result of or in relation to the cancellation of the order.
The Purchaser must confirm any modification and/or variation to an order in writing.
Delivery dates are given as accurately as possible but while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Customer shall no right to damages or to cancel the order for failure for any cause to meet any delivery date started.
Claims for damage in transit must be notified to the Seller within 24 hours of the receipt of the goods with copies of any supporting documentary evidence.
Goods correctly supplied against Purchasers order may not be returned.
The date of delivery shall be dependent in every case on the Purchasers compliance with the terms of payment.
If the Purchaser falls to accept delivery of goods within 7 days of notification that they are ready for dispatch the Seller reserves the right to invoice the goods to the Purchaser and charge him therefore, additionally the Purchaser shall then pay reasonable storage charges until the goods are either dispatched to the Purchaser or disposed of elsewhere.
The Seller reserves the right to grant, refuse, restrict or cancel credit terms in its sole discretion.
The Seller reserves the right to impose a surcharge on orders which are not paid in cleared funds. The charges are displayed at the Seller’s premises and may vary time to time.
The Seller reserves the right to charge interest (both before and after judgment) on any overdue balances at a rate of 15% per annum above Barclays bank base rate prevailing at that time until payment in full is made.
No disputes arising under the contract or delays shall interfere with prompt payment by the Purchaser. The Purchaser may not set up against the Seller any breach of warranty or condition (express or implied) in diminution or extinction of the price and Section 53(1) (a) of the Sale of Goods Act 1979 is hereby excluded.
If the Purchaser fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
cancel the contract or suspend any further deliveries to the Purchaser ;
appropriate any payment made by the Purchaser for such of the goods (or the goods supplied under any other contract between the Purchaser and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Purchaser); and
charge interest (both before and after any judgment) on the amount and paid at the rate of 15% per annum above Barclays bank base rate from time to time until payment in full is made and part of the month being treated as a full month for the purpose of calculating interest.
Goods are warranted as being in good working order for 12 months from the date of purchase (unless the Purchaser in writing at the date specifically excludes this warranty). This warranty does not extend to goods damaged after receipt as a result of intentional or accidental misuse or mishandling by the Purchaser or third parties. If a Purchaser wishes to take advance of this warranty he or she must return the goods as sold and accompanied by proof of purchase to the Sellers premises within 7 days of the relevant fault occurring. The fault goods will then be repaired within a reasonable time or replaced from stock or the price refunded to the Purchaser, in the Seller’s absolute discretion. If the goods are found not to be faulty the Purchaser will arrange for collection of the good from the Seller’s premises and the Seller shall be entitled to make a reasonable charge for the time spent inspecting and for storage of the goods.
The Purchaser must accept full responsibility for the suitability of the goods for the purpose to which they are put, and no warranty or representation of fitness for any particular purpose is or has been given by the Seller.
In the event that the Seller manufactures goods according to the specification of the Purchaser, the Purchaser shall indemnify the Seller in full against all liability, loss damages, costs and expenses (including legal expenses) awarded against or incurred and paid by the Seller as a result of a claim that the goods infringe, order importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person.
Neither the Seller nor the Purchaser should be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of his obligations in relation to the goods or services if the delay or failure is beyond that party’s reasonable control. Without prejudice to the generality of the foregoing the following should be regarded as causes beyond the party’s reasonable control:
the Seller ceases or threatens to carry on business; and
the Purchaser reasonable apprehends that any of the events mentions above is about to occur in relation with the Purchaser and notifies the Purchaser accordingly.
7 FORCE MAJEURE
The Seller shall not be liable for any failure to deliver goods arising from circumstances outside the Seller’s control.
Non-exhaustive illustration of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulating (UK or otherwise), delay by suppliers, accidents and shortage of materials, labor or manufacturing facilities.
If the circumstances preventing delivery are still continuing three months after the said circumstances have arisen, then either party may give shall be under any failure liability to the other except that the Purchaser shall be liable to pay the contract price less a reasonable allowance for what has not been performed by the Seller.
8 RISK AND PROPERTY
Risk and damage or loss of the goods shall pass to the Purchaser.
in the case of goods to be delivered at the Seller’s premises, at the time when the Seller notifies the purchaser that the goods are available for collection;
in the case of goods to be delivered otherwise than the Seller’s premises, at the time of delivery of the goods, the time when the Seller has tended delivery of the goods.
Notwithstanding delivery and the passing of risk in the goods, or any other provision of this conditions, the property in the goods shall not pass to the Purchaser until the Seller has received in cash or cleared funds payment in full of the price of the goods and of all other goods agreed to be sold by the Seller to the Purchaser for which payment is due.
Until such time the property of the goods passes to the Purchaser (and provided that the goods are still in existence and have not been resold) the Seller shall be entitled to at any time require the Purchaser to deliver the goods to the Seller and if the Purchaser falls to do so forthwith to enter upon any premises of the Purchaser or of any third party where the goods are stored and repossess the goods.
The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Purchaser does so all money owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller forthwith become due or payable.)
9 SEPARATE CONTRACTS
Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to delivery any one or more of the installments in accordance with these terms and conditions or any claim by the Purchaser in respect of any one or more installments shall not be entitle the Purchaser to treat any other related contracts as repudiated.
No waiver by the Seller of any breach of a contract for the sale of goods by the Purchaser shall be considered as waiver of any subsequent breach of the same or any other provision or contract.
If any competent authority to be valid or unenforceable in whole or in part holds any provision of these conditions the validity of the other provisions of these conditions and the remainder of the provision in question shall thereby be effected.
12 NO ASSIGNMENT
This contract is personal to the Purchaser and the Purchaser shall not assign any of its rights or obligations under it without the Seller’s consent.
The Seller’s employee or agents are not authorized to make any representation concerning goods unless confirmed by the Seller in writing. In entering into the contract the Purchaser acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not confirmed.
Any advice or recommendation given by the Seller or its employees or agents to the Purchaser or its employees or agents as to the storage application or use of the goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
Any hypsographical, clerical or other error or admission in any sales literature, quotation, pride-liat, acceptance of offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
The Seller shall sell and the Purchaser shall purchase the goods in accordance with any written quotation of the Seller which is accepted by the Purchaser, or any written order of the Purchaser which is accepted by the Seller, subject in either case to these Conditions which shall govern such contract to the exclusion of any other terms and conditions subject to which such quotations is accepted or purported to be made by the Purchaser (whether such other terms and conditions are set out in the Purchaser’s order in writing or otherwise.
14 GOVERNING LAW
This agreement shall be governed by and construed in accordance with European law and shall be subject to the European courts in The Hague, The Netherlands to the exclusion of all jurisdictions.
We have read and agreed to Bytecom Fanner b.v. terms and Conditions of sale as outlined. Statutory rights being unaffected, we confirm that any change of company name or status of partnership will be immediately notified to Bytecom Fanner b.v. in Writing.