Q CHIP LIMITED - TERMS AND CONDITIONS OF SALE
- 1. Interpretation
- 2. General
- 3. Description
- 4. Terms of Payment
- 5. Prices
- 6. Carriage
- 7. Title of Goods
- 8. Shortages
- 9. Warranty
- 10. Limitation of Liability
- 11. Termination
- 12. Force Majeure
- 13. General
1.1. In these terms and conditions the following words shall have the following meanings:
the Buyer: means the person(s), firm or company who purchases the Goods from The Company;
the Company: means Q Chip Ltd;
Contract: means any contract between the Company and the Buyer for the sale and purchase of Goods, incorporating these terms and conditions; and
Goods: means any goods agreed in a Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2. In these terms and conditions, references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3. In these terms and conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4. The headings will not affect the construction of these terms and conditions.
2.1. Subject to any variation under clause 2.3, the Contract will be subject to these terms and conditions of sale to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. Orders may be made by post, telephone, fax or e-mail. Each order for Goods by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these terms and conditions. Please order by catalogue number and product description. An order number is required for every order. The Company will confirm an order has been accepted by sending a letter to the Buyer or by sending an email to the Buyer at the email address the Buyer provided in its order form. The Company’s acceptance of the Buyer’s order brings into existence a legally binding contract between the Company and the Buyer. 2.3. These terms and conditions apply to all the Company's sales of Goods and any variation to these terms and conditions and representations about the Goods shall have no effect unless expressly agreed in writing and signed on behalf of the Company. 2.4. The Buyer must use the Goods strictly in accordance with any written instructions given or restrictions imposed by the Company in relation to the Goods including any such instructions or restrictions set out or incorporated into the packaging in which the Goods are supplied to the Buyer. The Company will accept no responsibility for the performance or functionality of the Goods if they are used other than in accordance with its instructions.
3.1. The description of the Goods shall be as set out in the Company's written quotation or price list.
3.2. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and do not form part of the Contract.
4.1. Unless otherwise agreed in writing by the Company payment for the Goods together with Value Added Tax shall be due within thirty (30) days of the Company’s invoice, unless otherwise agreed.
4.2. Time for payment shall be of the essence.
4.3. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
4.4. Where the Contract is to be or may be fulfilled in separate deliveries or instalments payment for each such delivery or instalment will be as if the same constituted a separate Contract.
4.5. The Company, shall charge interest on amounts outstanding beyond the time specified in clause
5.1. The rate of interest shall be 5% per annum over the HSBC plc base-lending rate from time to time accruing on a daily basis from the due date of payment until payment is made -payment.
5.1. All prices for the Goods shall be as set out in the Company’s written quotation.
5.2. All prices for Goods unless otherwise specified in writing by the Company are ex-works and exclusive of Value Added Tax.
5.3. The Company reserves the right to adjust quoted prices if the Buyer does not fulfil its obligations of purchasing the required quantities indicated in the quotation.
6.1. Unless otherwise agreed by the Company in writing, prices quoted exclude delivery charges.
6.2. Goods shall be dispatched to the Buyer's specified address and the Buyer shall make all arrangements necessary to take possession of the Goods.
6.3. The Buyer shall be deemed to have accepted the Goods three (3) days after dispatch to the Buyer and after acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
6.4. Any dates specified by the Company for despatch of the Goods are intended to be an estimate and time shall not be of the essence. If no dates are so specified, despatch will be within a reasonable time.
7.1. The Goods shall be delivered to the Buyer at the Company’s premises and risk in the Goods shall pass to the Buyer upon such delivery taking place.
7.2. The Company and the Buyer expressly agree that, in spite of delivery having been made, property in the Goods shall not pass from the Company until the Buyer shall have paid the invoice value in full and no other sums whatsoever shall be due from the Buyer to the Company.
7.3. Until such time as property in the Goods passes from the Company the Buyer shall upon written request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company or its appointed representative may enter the premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the goods.
7.4. The Buyer shall insure and keep insured the goods to their full value against "all risks" to the reasonable satisfaction of the Company from the date of delivery until the date that property in the Goods passes from the Company to the Buyer.
8.1. Shortage claims will only be considered if the carriers and the Company receive written notification from the Buyer within three days of receipt of the Goods by the Buyer.
8.2. Any liability of the Company for shortages in Goods delivered shall be limited to issuing a credit note of the pro rata contract against any invoice raised for such Goods.
9.1. The Company warrants that subject to the other provisions of these terms and conditions, the Goods will upon delivery to the Buyer comply with the Company’s written specification.
9.2. The Company shall not be liable for any breach of the warranty in clause 9.1 unless:
9.2.1. the Buyer gives written notice of the defect to the Company within 3 days of the date the Goods are delivered to the Buyer;
9.2.2. the Company is given a reasonable opportunity after receiving notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for such examination to take place.
9.3. The Company shall not be liable for a breach of the warranty in clause 9.1 if:
9.3.1. the Buyer makes any further use of the Goods after giving notice under clause 9.2.1; or
9.3.2. the defect arises because the Buyer fails to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
9.3.3. the Buyer alters or repairs the Goods without the written consent of the Company.
9.4. Subject to clauses 9.2. and 9.3, if any of the Goods do not conform with the warranty in clause
9.1. the Company shall at its option repair or replace such Goods (or the defective part) provided that the Buyer shall return the Goods (or the defective part), if the Company so requests, to the Company at the Buyer's expense. The Company shall have no further liability for a breach of warranty in condition
9.1 in respect of such Goods.
10.1. Subject to clause 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.2. any breach of these terms and conditions; and
10.2.1. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
10.4. Subject to clause 10.2 and 10.3:
10.4.1. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the refund of the price of the Goods; and
10.4.2. the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.1. The Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer if any of the following occur (without prejudice to any other right or remedy available to the Company):
11.1.1. the Buyer being in material breach of a material obligation under the Contract which (if capable of remedy) the Buyer fails to remedy within 30 days starting on the day after receipt of notice from the Company giving particulars of the breach;
11.1.2. the Buyer passing a resolution for its winding-up or a court of competent jurisdiction making an order for the Buyer's winding up or dissolution;
11.1.3. the making of an administration order in relation to the Buyer or the appointment of a receiver over, or the taking possession or sale by an encumbrance taking possession of or selling an asset of the Buyer; or
11.1.4. the Buyer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
11.2. If the Company cancels or suspends any further deliveries under the Contract under clause 11 and if the Goods have been delivered but not paid for the price of the Goods shall become immediately due and payable regardless of previous agreement or arrangement to the contrary.
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the Company’s reasonable control.
13.1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.4. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
13.5. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the UK courts.