Terms and Conditions of Sale
To avoid possible misunderstandings, complications and contingencies arising from any cause whatsoever, this quotation is offered for acceptance within 30 days and supersedes all previous quotations, whether written or oral, relating to the subject matter and is subject to withdrawal without notice. Any orders resulting from this quotation will be accepted with the following conditions and warranties.
- Terms of payment are strictly net, 30 days from date of invoice. Invoices are payable in the currency of the quotation. Invoice submission upon completion of field works. There will be 1.5 percent interest penalty per month on any late payments.
- The Seller undertakes to supply and furnish, at location where the work is to be performed, all items including labour, materials and equipment necessary for the complete and satisfactory performance of this Contract, except for such items as the Buyer has specifically agreed, in writing, to supply or furnish to or ‘for- the use of the Seller in the Contract.
- The times for any completion of the work involved are estimated only and are in no way guaranteed, nor will any penalty attach or any rebate be allowed to the Buyer for the Seller’s failure to meet such date or deadline.
- Where data files and/or information stored electronically relevant to the contract uploaded by the Seller and/or uploaded by The Buyer throughout the duration of the Contract, is stored on MBR360, upon completion of or termination of the contract, the Buyer has 30 days from the contract end date to download the information relevant to the contract from MBR360 system. After 30 days have expired, The Buyer will no longer have access to download from the MBR360 system and the Seller reserves the right to remove the data from the system thereafter. After 30 days have expired, the Seller reserves the right to charge the Buyer for continued read only access or charge an administration fee to download and deliver the specified data by CD on the client’s behalf. The rates for these additional services will be provided at the time of contract termination.
- In order to fulfil the Contract, the Seller may require information in a timely fashion to be supplied by the Buyer, for example Lines of Communication. Where the Buyer has been notified of a requirement for information and by the stated deadline, the requested information has not been received by the Seller, then The Seller reserves the right to deliver the project based on the information provided and to invoice as per the agreed time schedule.
- Stenographic and clerical errors or omissions are subject to correction.
- The Seller reserves the right to modify or withdraw this quotation at any time before the Seller has accepted an order based thereon.
- Orders cannot be cancelled, reduced or suspended except with the written consent of the Seller. If an order is to be cancelled the liquidated damages will be fixed and paid for as follows:
(a) Any work in process and any supplies or raw materials used for which commitments have been made in connection with this order will be paid for by the Buyer on the basis of the Sellers full cost, plus 15%.
(b) A 5% cancellation charge will be paid by the Buyer on the total order value to defray inconvenience to the Seller.
- The Seller may at any time, alter or suspend credit, refuse shipment or cancel unfulfilled orders when in its opinion , the financial conditions of the Buyer or the status of his/its accounts warrants it, or when delivery is delayed by fault of the Buyer or the Buyer is delinquent in any payment. If the Buyer becomes bankrupt or insolvent during the term of this agreement, The Seller may forthwith terminate this agreement upon written notice thereof to the Buyer. Such terms shall not prejudice the rights of The Seller to any amounts then due under the Contract.
- The Buyer shall reimburse the Seller for all taxes, excises and other charges which the Seller may be required to pay to any government (national or local) upon the sale, production, distribution or delivery of the products or services sold hereunder.
- No liability shall result from delay in performance of this agreement, directly or indirectly caused by fire, explosion, accidents, flood, labour trouble or shortage, war, act or regulation of any government, inability to obtain suitable material, equipment, fuel, power or transport, or act of God; arising from contingencies, happenings or causes beyond the control of the party affected. The Seller also specifically excludes liability in this agreement for all claims arising from any matter, directly or indirectly relating to asbestos, toxic moulds or acts of terrorism.
- No provision of this agreement shall be deemed to have been waived by The Seller, unless such waiver be in writing and signed by an officer of The Seller.
- This constitutes the entire agreement between buyer and seller and no oral modification hereof shall be valid. The parties shall not be bound by any agent’s or employee’s representation, promise or inducement not set forth in this agreement. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain or vary any of the terms of this agreement. Acceptance or acquiescence in a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this agreement.
- No modification of these terms and conditions shall be of any force unless reduced to writing and signed by the party claimed to be bound thereby and no modification shall be effected by the mere acknowledgement or acceptance of purchase order forms containing different terms and conditions.
- This Contract shall be deemed to be entered into and shall be construed in accordance with the laws of England. To the extent that this agreement entails the delivery or performance of services, such services shall be deemed to be ‘goods”, except when to do so would produce a result that is unconscionable, patently inequitable or clearly not intended by the parties.
- The Seller warrants that the equipment to be sold and delivered hereunder, when delivered and installed, will conform to its published specifications and be in good working order.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING MERCHANTABILITY OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR WARRANTIES ON THE PART OF THE SELLER FOR DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL AND ACCIDENTAL DAMAGES.
- Should any clauses hereinabove set forth in these Terms and Conditions of Sale be declared illegal, unlawful or unenforceable by a Court of competent jurisdiction, then it is expressly understood that the remaining clauses and content of the Terms and Conditions of Sale herein shall survive and not be rendered null, void or unenforceable.