Terms and Conditions of Sale
1. Legal Construction In the event of any inconsistency between these conditions and the terms and/or conditions of the order placed by the Purchaser these conditions shall prevail unless otherwise agreed in writing by TECTONICS UK (hereafter referred to as “the Company”). Rights and obligations of the parties arising under this contract shall be determined and the terms and conditions thereof shall be construed according to English law.
2. Prices Prices refer to those in effect at the time of quotation. The Company reserves the right to charge prices ruling at the date of despatch of goods.
3. VAT Prices quoted are exclusive of Value Added Tax, which will be charged at the rate in operation at the relevant tax point.
4. Payment Terms The Company has Account and Non-Account customers.
4.1 Payment terms for Account Customers are 30 days from date of invoice.
4.2 Payment terms for Non-Account Customers are a deposit of 50% of order value with the order and the balance payable in full prior to despatch by the Company.
4.3 Non Compliance with these terms may constitute a breach of contract on the part of the Purchaser and entitle the Company to take any action deemed necessary, including the right to
i) Refuse to supply more Goods
ii) Terminate the contract
iii) Initiate legal proceedings to recover any monies due to the Company.
5. Small Order Charge We reserve the right to levy such a charge as may be deemed necessary at the Company’s option.
6. Claims Claims for non-delivery, shortage or incorrect goods must be made to the Company IN WRITING within 10 days of the invoice date, time to be of the essence. Goods damaged in transit must be notified in writing to both the carrier and the Company within 3 days of receipt thereof, time to be of the essence.
7. Cancellation Cancellation of order will only be accepted with the consent of the Company and on the terms which indemnify it against all loss. This may result in a cancellation charge being levied.
8. Packing Unless otherwise agreed by the Company all goods are sold ex-Works and unpacked.
9. Delivery Any delivery date quoted is an estimate only. An extra charge will be made for delivery. Delivery dates are quoted without engagement although every endeavour is made to adhere to them. The Company, however shall not be liable for any delay in delivery. The company reserves the right to charge for any insurance, packaging and carriage.
10. Risk The goods are at the Purchaser’s risk from physical delivery to the Purchaser or the Purchaser’s carrier or other bailee for transmission to the Purchaser whichever is the earlier.
11. Retention of Title
1. Notwithstanding delivery and passing of risk, title in the goods shall not (unless otherwise agreed in writing by the Company in relation to specified goods) pass to the Purchaser until whichever shall be the first to occur of the following :
1.1 Full payment for the goods (including any interest) being received by the Company and no other amount then being outstanding from the Purchaser to the Company
1.2 The sale of the goods by the Purchaser in accordance with these conditions in which case title to the goods shall pass to the Purchaser immediately prior to delivery of the goods to the Purchaser’s customer.
2. Until title to the goods passes, the Purchaser will hold the goods as fiduciary agent and bailee for the Company. The goods shall, subject to sub-para 3 hereof, be kept separate and distinct from all other property of the Purchaser and of third parties and in good repair and condition and sorted, identified and insured (at the Purchaser’s cost) as the Company’s property.
3.1 Until payment, the Purchaser is licensed by the Company to use or to sell the goods in the ordinary course of its business.
3.2 The Company may at any time revoke this power of sale and use by notice to the Purchaser to take immediate effect.
3.3 This power of sale and use shall automatically cease on the happening of any event, commencement of any proceedings (in any jurisdiction) or taking of any action (whether by the Purchaser or any other person or body) which calls into question the solvency of the Purchaser.
3.4 Upon determination of this power of sale and use, whether by notice or automatically: the Purchaser shall immediately place any of the goods still in existence and unsold at the disposal of the Company who shall be entitled to enter upon any premises of the Purchaser to remove such goods.
12.1 We guarantee that we will, at our option, replace defective goods supplied by the Company or repair the same or refund the purchase price thereof, subject to the claim being made in writing to us within 6 months after the sale or such other period as may have been agreed by the Company, time to be of the essence. The Company’s obligations to refund, repair or replace the goods are the sole liability of the Company as regards the quality, fitness or description of the goods and their correspondence with sample or specification. All other representations, warranties, conditions, terms and statements, express or implied are excluded.
12.2 We shall not be liable for any direct or indirect loss or damage to property or persons howsoever arising from the sale, use or installation of the goods of from any defect in the goods. In no event shall any failure of any kind on the part of the Company give rise to any liability for loss of revenue, or any other consequential loss or damage arising from any reason whatsoever except in so far as we are not permitted to exclude liability by law.
12.3 Subject to clauses 12.1 and 12.2, the Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether from the Company’s negligence or otherwise) shall not exceed £100,000 or the contract price, whichever is greater.
13. Force Majeure If the contract shall become impossible to perform in whole or in part by any means whatsoever outside the control of the Company, including war, invasions, act of foreign enemy, hostilities, civil war, rebellion, civil strife, force majeure, government action, strikes or industrial action, or failure of supplier the Company may rescind the Contract.
14. Patents and Copyrights The sale of goods and publication of data does not imply freedom from patent or other protective rights.
15. Changes of Product Specification The Company policy is one of continuous product development. The Company therefore reserves the right to make reasonable changes to product specifications at its discretion without prior notice.
16. Exports Responsibility for obtaining any import licence and for ensuring the goods comply with the laws of any Country outside the UK rests solely with the Purchaser.