1.1 No amendments or modifications to these terms and, in particular, no terms or conditions of purchase of the buyer shall form part of the contract or be binding upon The Seller unless expressly agreed in writing and signed by the duly authorised representative of the Seller
Seller save as herein before stated
1.3 The Terms herein shall not be affected by any previous dealings between the Seller and the Buyer. Each particular contract shall be regarded as separate and new contract having no relation to other contracts between The Buyer and Seller unless specifically agreed by the Seller
1.4 A contract shall not come into existence between The Buyer and The Seller until The Buyer’s order is accepted by:-
a) The Seller’s written acceptance, or
b) Delivery of goods and the Seller's
1.5 Orders for goods or services which have been made by The Buyer will be charged in full unless written notice of cancellation is received within 7 days before the agreed delivery date as stated in The Seller’s acknowledgment of order. If manufacture of goods or components or purchase by Systech Instruments Limited of goods or components from elsewhere has commenced at the date of notice the Buyer will still be bound to accept the goods and pay for them in full. Orders for stock items cancelled by written notice are subject to an administration charge up to 20% or the value of the goods plus packing charges if any.
2.1 Unless otherwise stated quotations by the Seller shall be open for acceptance within 30 days from the date of quotation.
2.2 Where appropriate all quotations are made on the understanding that the contractor has free uninterrupted and adequate access.
3.1 Any prices stated by the Seller, with the exception of valid quotations may be altered by the Seller without prior notice.
3.2 The Seller's invoices must be paid without discount within 30 days from the date of invoice, or where appropriate, payment shall be made by confirmed irrevocable letter of credit, the costs of which will be borne by the Buyer, opened by the Buyer in favour of the Seller and confirmed by a first class bank in England acceptable to the Seller.
3.3 If payment for the goods is not made when due, the Company may charge interest thereon, (both before and after any judgement) at the rate of 3% above the base rate of Lloyds Bank plc., from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
3.4 Payment will take place on:-
i) Invoices to be raised for materials despatched to the delivery address and then upon completion of distinct stages of activity where appropriate, or
ii) By monthly valuation against an agreed amount of
3.5 The Buyer agrees that it will not be entitled for any reason to make a deduction or withhold payment to the Seller.
3.6 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay the Seller. Any other local taxes or duties are excluded from the price.
3.7 Time for payment shall be of the essence of the contract.
4.1 Goods are delivered to the Buyer when the Seller makes them available to the Buyer or any agent of the Buyer or Seller or any carrier (who will be the Buyer’s agent, whoever pays his charges) at the Seller’s premises or other delivery point agreed by the Seller.
4.2 Risk in the goods passes when they are delivered to the Buyer whether by being made available at the Seller’s premises or otherwise as agreed.
4.3 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of those Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
4.4 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
4.5 Until such time as the property in the Goods passes to the Buyer (and provided the goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
4.6 The seller will be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
5.1 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the delivery is refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In the event that the Goods were inspected by the Buyer or the Buyer’s agent prior to shipment, the Seller shall have no liability to any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit
5.2 The Buyer must afford the Seller reasonable opportunity and facilities to investigate any claims made by The Buyer and only if specifically requested by the Seller must promptly return any Goods which are the subject of any claim, and any packing, securely packed and carriage paid to The Seller for examination.
5.3 Where any valid claim in respect of any Goods which is based upon any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but The Seller shall have no further liability to the Buyer.
5.4 Delivery of any repaired or replacement Goods will be at The Seller’s premises or at the delivery point stated in the original agreement. This may be subject to an additional charge.
5.5 Any notice to be given under the Contract must be received in writing and may be telexed, sent by facsimile or letter post to the receiving party at his address as last notified in writing to the other party.
5.6 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or services or their use or resale by the Buyer except as expressly provided in these terms.
6.1 The estimated delivery period will commence from receipt of the order or formal approval of the final design whichever is the latest.
6.2 The Seller has the right to deliver the Goods by instalments in any sequence.
6.3 If the Goods are delivered by instalments:-
a) Each instalment will be deemed to be the subject of a separate contract;
b) Any default or failure by the Seller in respect of one or more instalments will not vitiate the
Contract in respect of the Goods previously delivered or undelivered Goods.
6.4 The Buyer will be responsible for off-loading of materials; conveying to the work area and all necessary plant and equipment to do so unless otherwise agreed in writing.
6.5 The Seller may deliver to the Buyer and the Buyer must accept in satisfaction of the Contract a lesser sum than the number of the Goods ordered. The Seller will give credit for any undelivered Goods.
6.6 Any dates stated by the Seller for the delivery of the Goods are estimates only and do not form part of the Contract and the Buyer agrees that he will have no regard to quoted delivery dates these not being of the essence.
6.7 If the Buyer fails:
a) To take delivery of the Goods or any part of them on the due date:
b) To provide any instructions, documents and licenses, consents or authorisations required to enable the Goods to be delivered on the due date:
The Seller will be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and:
(i) Risk in the Goods will pass to the Buyer:
(ii) Delivery will be deemed to have taken place:
(iii) The Buyer will pay to the Seller all costs and expenses including storage and insurance charges arising from the failure.
6.8 The Seller will not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor will any such delay or failure entitle the Buyer to refuse to accept any delivery or performance of or repudiate the Contract. Notwithstanding the above any liability attached to the Seller shall be limited to the excess only (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
7.1 This clause applies if:
7.1.1 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
7.1.2 An encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer: or
7.1.3 The Buyer ceases or threatens to cease to carry on business: or
7.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
7.2 If this clause applies 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 under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay performing or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
8.1.1 Act of God, explosion, flood, tempest, fire or accident;
8.1.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.1.3 Acts, restrictions, regulation, by-laws prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.1.4 Import or export regulations or embargoes;
8.1.5 strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Seller or a third party)
8.1.6 Difficulties in obtaining raw materials, labor, fuel, parts or machinery;
8.1.7 Power failure or breakdown in machinery.
9.1 Under no circumstances will the Seller be liable for:
9.1.1 Defects or damage resulting from fair wear and tear or improper use by the Buyer or failure by the Buyer to comply with the instructions or advice of the Seller or the manufacturer of the Goods or neglect of any other description:
9.1.2 Goods which have been adjusted, altered, adapted, or repaired by any party other than the Seller;
9.1.3 The suitability of any Goods being used for any purpose other than that for which they were specifically designed whether or not the purpose or conditions were known or communicated to the Seller;
9.1.4 Substitution by the Buyer of any materials or components which were not part of the specification or quotation for the Goods agreed in writing by the Seller;
9.1.5 descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weight and dimensions submitted by the Seller contained in the Seller’s quotations or elsewhere which do not form part of the Contract:
9.1.6 Technical information, drawings, recommendations, statements or advice furnished by the Seller. Its servants or agents or given in writing to the Buyer before the Contract is made or;
9.1.7 Variations in the quantities or dimensions of any Goods or changes in specifications or substitution of any material or components if the variation or substitution does not materially affect the characteristics of the Goods and the substituted materials or components are of a quality equal or superior to those originally specified.
9.1.8 Prices quoted by the Seller based on the Buyer’s descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weight and dimensions. Systech Instruments Limited reserve the right to amend any details, including price, provided and to perform the Contract in the light of any necessary amendments to original information supplied.
9.2 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.
9.3 The Seller may wholly or partly sub-contract the performance of the Contract
9.4 The Contract is between the Buyer and the Seller as principals and may not be assigned by the Buyer without the express written consent of the Seller.
9.5 The Seller has the right to exercise a lien on all the Buyer’s property in the Seller’s possession until all sums due at any time from the Buyer have been paid and has the right to use, sell, or dispose of the property as agent for, and at the expense of the Buyer and apply the proceeds in and towards the payment of such sums on giving 21 days’ notice in writing to the Buyer upon accounting to the Buyer for any balance remaining after payment of any sums due to The Seller and the costs of sale or disposal the Seller will be discharged of any liability in respect of The Buyer’s property.
9.6 The Seller may in his discretion suspend or terminate the supply of any Goods if the Buyer:
a) Fails to make payment when the same is due,
b) defaults in any of its obligations under the Contract with the Seller;
c) becomes insolvent or wound up;
d) or the Seller bona fide believes that any of the aforesaid events may occur; and in case of termination the Buyer will forfeit any deposit
9.7 Any tools, patterns, materials, drawings, specifications or other information provided by the Seller remains the Seller’s property and all technical information patentable or unpatentable copyright and registered designs arising from the execution of any orders will become the property of the Seller.
9.8 These Terms and Conditions, the Contract and its subject matter are confidential and must not be disclosed or be used for any unauthorised purposes.
9.9 Any dispute arising under or in connection with these Terms or the sale of the Goods shall be referred to arbitration by a single arbitrator. Details to be agreed between the Seller and the Buyer and applicable to all other parties involved in this Contract.
9.10 The Contract shall be governed by the laws of England.
Price quotations shall remain in force for 60 days from date of quotation. Prices are thereafter subject to change without notice. All applicable federal, state, or local sales, excise, use or other taxes levied on the equipment subject to this Agreement shall be paid by buyer. Illinois Instruments, Inc. reserves the right to charge sales tax, unless a "Tax Exempt Certificate" is presented at the time of purchase, or a current blanket certificate is on file. Should a purchase order not be covered under the blanket certificate it is the customer's responsibility to make a payment directly to the proper taxing authority. Prices and terms are valid for products delivered and used in the United States only. Consult Illinois Instruments, Inc. for International pricing, terms and conditions.
We reserve the right to correct errors or omissions.
Unless specifically quoted otherwise, domestic payment terms are net thirty days, subject to credit approval. Export payment terms are an irrevocable letter of credit. All payments are to be in U.S. dollars.
Partial shipments will be invoiced as shipped. Payments are due as invoiced.
Shipments and deliveries shall be subject to credit approval. Shipping shall be F.O.B. shipping point with freight charges prepaid and invoiced. Title and risk of loss shall pass to the purchaser at the point of shipment. Illinois Instruments, Inc., is not responsible for any loss, damage or delay that may occur after goods have been accepted for shipment by the transportation company. Claims for shipping damages should be made to the carriers. Prices include products having standard domestic packing only. Where packing for overseas shipment is required, additional costs will apply.
If the requested or promised delivery date is delayed through no fault of Illinois Instruments, Inc., we reserve the right to invoice in advance of shipment under regular terms of payment.
Delivery dates are given to the best of our knowledge based on conditions existing at the time of quotation. We will make every effort to ship within the time estimated but cannot guarantee to do so. Failure to make shipment as scheduled does not constitute a cause for cancellation and/or damages of any character. The execution of this order is contingent upon strikes, fires, shortage of material, governmental approvals, delays of carriers and other delays or causes either unavoidable or beyond our control.
Cancellation of orders will be accepted only on written notice to Illinois Instruments, Inc. and upon payment of reasonable and proper termination charges. These charges are such as to guarantee Illinois Instruments, Inc. against any loss and will not be less than 20% of the selling price.
Our responsibility is limited to repairing or replacing any instrument or part thereof for a period of one year after startup or eighteen months after shipment, whichever comes first when, in our opinion, the repair or replacement is covered by this warranty. Any defective equipment must be returned prepaid to the manufacturer for service (see Returns). Service in the field or at the customer's premises is not covered under the warranty. Time and travel expenses for warranty service at the customer premises will be charged at normal billing rates. This warranty does not cover components that are expendable in normal use and thus have an unpredictable life (batteries, fuses, sensor cells, printer paper, paper tapes, etc.). Certain components by their nature have a life expectancy less than one year; the warranty on these components is limited to the time period stated on this quote. Instruments which have been repaired or replaced during the warranty period are warranted for the remainder of the unexpired portion of the original warranty period. Illinois Instruments, Inc. is released from all obligations under its warranty in the event repairs or modifications are made by persons other than its own authorized personnel, unless such work is authorized in writing by Illinois Instruments, Inc. Illinois Instruments, Inc. is released from all obligations under its warranty in the event that detection substrates (paper tapes, sensor cells) other than those which the instrument manufacturers recommend have been installed and used.
Illinois Instruments, Inc. retains the right to discontinue and/or change specifications without responsibility for incorporating changes in systems previously sold.
Authorization and shipping instructions for the return of any product must be obtained by the purchaser prior to returning any product. The product must be returned with complete identification in accordance with the manufacturer’s instructions or it will not be accepted. Returned items are subject to a restocking charge of 20% of selling price. In no event will Illinois Instruments, Inc. be responsible for product without proper authorization or identification.
Illinois Instruments, Inc., warranty sets forth the limit of Illinois Instruments, Inc.’s responsibility and ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXCLUDED. Illinois Instruments, Inc., its contractors and suppliers, representatives of any sort shall not be liable in contract, or otherwise for damage or loss of other property, equipment, profits, revenue, cost of capital, or any other type of loss related to the use of this equipment. The extent of Illinois Instruments, Inc., liability in such cases shall not exceed the price of the equipment or part on which such liability is based.