TERMS & CONDITIONS
Unless otherwise agreed in writing, the following conditions shall apply:
1. Quotations & acceptance of quotations
A. Quotations are valid for 60 days.
B. The quotation does not represent any obligation until Optimum Signs Limited (hereafter OS) accepts the Purchaser's order.
C. OS conditions shall apply to the entire exclusion of those of the Purchaser and no variation thereof shall be binding upon OS unless and until accepted in writing by a duly authorised person on behalf of OS.
D. Telephone orders will be accepted only with the Purchasers official order number. Any written confirmation of such orders must contain the confirmation reference given by OS at the time of order, failing which any duplication of delivery must be accepted and paid for by the Purchaser.
2. Price & delivery
A. Prices do not include V.A.T.
B. Delivery will be ex-works and goods will be packed to the OS normal specification in non-returnable packing. Carriage will be arranged at the Purchaser's request and expense.
C. Any delivery period quoted is an estimate only and commences from the acknowledgement of the Purchaser's order. Provided OS take all reasonable steps to deliver the goods at the time stated, OS shall be under no liability for any failure or delay in delivery.
D. OS reserves the right to deliver in more than one consignment and to invoice each consignment separately.
E. Purchasers outside the UK are responsible at their own expense for obtaining any import license necessary to export from the U.K., unless the Purchaser's office issuing the Purchase order is located in the U.K.
F. All contracts for export from the U.K. shall be in accordance with INCOTERMS latest addition or any amendment or re-publication thereof for the time being in force at the date of the contract.
3. Title & risk
A. Legal title to the goods shall remain with OS until such time as OS has received payment of the price of the goods and of the price of any other goods or services previously or subsequently supplied by OS to the Purchaser whereupon such title shall pass to the Purchaser. Insofar as the goods may be delivered to the Purchaser prior to the time when title thereto passes to the Purchaser as aforesaid the Purchaser shall until such time hold the goods as the fiduciary agent and bailee of OS and shall accordingly remain liable to account to OS for the goods or, if the same shall be sold by the Purchaser (which the Purchaser shall be entitled to do as the fiduciary agent of OS, but as between the Purchaser and the Purchaser's customer, only as principal and without creating any relationship, disclosed or undisclosed between OS and such customer), for all of the proceeds, tangible and intangible (and including without limitation insurance proceeds and proceeds of proceeds), thereof.
The Purchaser shall, as trustee for OS, pay such proceeds into a bank account separate from all other bank accounts and other monies and assets of the Purchaser and third parties. The Purchaser shall store the goods separate from any other goods of the Purchaser and of third parties and shall identify the goods as the property of OS. The Purchaser shall not remove any identifying marks placed on the goods by OS.
B. Notwithstanding the retention by OS of legal title to the goods:
i. Risk in the goods shall pass to the Purchaser on delivery to the Purchaser's delivery address and the Purchaser shall arrange for OS's interest in the same to be noted on all relevant insurance policies.
and
ii. OS shall be entitled to maintain an action against the Purchaser for the price of the goods or any part thereof.
C. The Purchaser may exercise its right to sell the goods as the fiduciary agent of OS in the usual course of the Purchaser's business but such right:
i. May be revoked at any time by OS giving notice to the effect if the Purchaser is in default for longer than 7 days in the payment of any sum whatsoever due to OS (whether in respect of the goods or of any other goods or services supplied at any time by OS to the Purchaser or for any reason whatsoever) or if OS has bona fide doubts as to the solvency of the Purchaser.
and
ii. Shall automatically cease if a receiver, manager or administrator is appointed over the assets, undertaking or property of the Purchaser, or a winding - up or administration order against the Purchaser is made or petitioned, or any petition or order in bankruptcy against the Purchaser is presented or made, or the Purchaser goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation while solvent) or calls a meeting of or makes arrangements or compositions with Creditors.
D. Upon determination of the Purchaser's rights of sale under condition (c) (i) or (c)(ii) above, the Purchaser shall place the goods at the disposal of OS (who shall be entitled to enter any premises of the Purchaser for the purpose of removing the goods and to remove the goods from the said premises) and/or, as the case may be, pay to OS the proceeds then held by the Purchaser as trustee for OS in accordance with condition 3(A.).
4. Payment & set of
A. Payment for U.K. deliveries shall be due 30 days from the date of invoice except where OS stipulates CWO or COD terms. OS reserves the right to change interest at 2% per month on any sum outstanding after the due date.
B. Payments for exports from the U.K. shall be made in the U.K. through an irrevocable letter of Credit established in favor of OS and confirmed by a London clearing bank. The letter of credit shall:
i. Have an initial validity equal to the delivery period plus one month.
and
ii. Permit part shipments.
and
iii. Provide for the release on each shipment of 100% of the contract value thereof. No liability to deliver goods shall arise before OS receives such a letter of credit.
C. Any discounts specified by OS shall apply only where payment is received as indicated above. Payment shall not be withheld on account of any claim by the Purchaser against OS. OS reserves the right to suspend deliveries where payment for any order, related or otherwise has not been made by the due date and remains outstanding.
D. If at any time any sum of money becomes payable for OS to the Purchaser under or in connection with the contract or any breach thereof by OS, OS shall be entitled, in addition to any other rights of set-off conferred by law, to set-off against such sum any amount then due, or which may at any time thereafter become due, to OS from the Purchaser (or any other company in OS 'S Group of companies) under the contract or any other contract, order or transaction between OS (or any other such company) and the Purchaser.
E. All payments made by cheque are subject to a 2% handling charge.
5. Description & date
A. Where OS is the manufacturer, goods will be supplied substantially as described but the right is reserved to make design changes that do not lower their performance, affect the mechanical interchangeability or increase in price. Where OS is not the manufacturer, goods will be supplied to the manufacturer's current specification and finish.
B. OS shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but OS (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature.
6. Guarantee
A. Subject of 7 (A.) OS guarantees at its discretion to replace or repair (parts and materials without charge), any of the goods found to its satisfaction to be defective within 12 months of the date of delivery, owing to faulty design, materials or workmanship, provided that the goods have not been modified or repaired other than by OS and have been operated, stored and maintained within OS's recommendations for use. In the case of goods repaired or replaced by OS the guarantee shall terminate at the end of the original guarantee period.
B. Goods returned under this guarantee must be delivered to OS premises at the Purchaser's expense accompanied by OS's original packing note and a statement of the reason for the return.
C. OS's liability under conditions 6 (A.) and 7 (A.) is the sole liability of OS as regards the quality, fitness, descriptions or correspondence with sample of the goods. All other representations, warranties, conditions, terms and statements in such regard, express or implied, statutory or otherwise, are excluded, save where not capable of exclusion by law.
D. Goods shall not be considered defective for the purposes of these conditions unless:
i. They are not in accordance with any specification of the Purchaser in writing by OS.
or
ii. If there is no such specification or to the extent that such specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, the goods do not conform to OS's published information (if any) or otherwise to the standards which OS considers normal or usual for products of the kind sold at a similar price.
OS is not in a position to ensure that the Purchaser's specification is correct and/or sufficient for the purposes intended by the Purchaser, and the Purchaser is solely responsible therefore. If there is no such specification or to the extent that such specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, the goods do not conform to OS's published information (if any) or otherwise to the standards which OS considers normal or usual for products of the kind sold at a similar price.
E. It is the Purchaser's responsibility to install OS's goods in such a way as to comply with all relevant electrical or other regulations.
7. Goods not manufactured by OS
A. Goods not manufactured by OS and all software are supplied on the condition that OS's liability in contract, tort or otherwise shall in no circumstances extend beyond the liability to OS or the manufacturer or supplier of such goods or software. In particular, but without limitation, the benefits of the supplier/manufacturer's guarantee or warranty attaching to the goods or software shall be made available to the Purchaser and condition (6.) shall not apply.
B. By ordering goods or software the Purchaser agrees to:
i. Comply with the terms of any license granted to OS in respect thereof.
and
ii. Indemnify OS and keep it indemnified against any claim made by the relevant licensor against OS as a result of any act or omission on the part of the Purchaser.
C. Details of the aforementioned guarantee, warranty and license (if applicable) are available on request from RDM.
8. Force majeure
OS shall have no liability in respect of failure or delay in delivery or in performance of any obligation under the contract due to any cause outside OS's control, including but not limited to act of God, fire, floods, war, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time.
9. Price variation
OS reserves the right to increase the price of goods in proportion to any increase of costs to OS between the date of acceptance of the order and delivery (including without limitation costs relating to exchange rates, labour, materials, transport and taxes) or where increase is due to any act or default or the Purchaser, including without the limitation the cancellation by the Purchaser of part of any non-adherence of agreed call-off or schedule delivery arrangements.
10. Storage
When delivery is delayed for reasons attributable to the Purchaser or its agents:
A. Storage and other additional costs will be charged to the Purchaser.
B. The goods will be at the Purchaser's risk from the date of commencement of such delay.
C. The original delivery date shall be the date of the commencement of the guarantee.
D. OS may invoice the price on the original delivery date.
11. Intellectual property rights (I.P.R.)
A. The sale of the goods and the publication of any information or technical data relating thereto does not imply, and OS gives no warranty as to freedom from the patent, registered design or other industrial property rights of third parties (whether arising or created before or after the date of delivery of the goods) in respect of the goods or any particular application thereof or any method in which the goods are used or disposed of or any combination of the goods with or into any other product (whether or not supplied by OS), whether or not that application, method or combination is the only application, method or combination in which the goods can be disposed of or used.
B. The Purchaser warrants that any design and specifications supplied or specified by it to OS will not involve the infringement if any IPR in the manufactured and sale of goods by OS.
C. The Purchaser undertakes to indemnify and keep indemnified OS against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any IPR arising out of or in connection with the matters described in paragraphs (A.) and/or (B.) above.
12. U.S. export control regulations
A. OS shall in no circumstances be liable for any damage, loss or claim howsoever occasioned by an act or omission on the part of the
Purchaser in contravention of any regulations issued by the United States or other Government concerning the export of goods, services, or technology.
B. Any goods supplied by OS whose export from the United Kingdom is restricted by any aforementioned regulations shall not be exported by the Purchaser without the prior approval of the relevant authorities concerned with the administration of such regulations.
13. Purchaser's items
A. Items supplied by the Purchaser for the contract shall be of suitable quality and shall be provided free of charge in the quantities and at the times required by OS. Any defect in such items shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defects and the Purchaser shall indemnify and keep indemnified OS from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Purchaser.
14. Limitation of liability
A. Save in the case of personal injury or death caused by the negligence of OS and other than as provided in conditions (6.) and (7.), OS shall not be liable in contact, delict, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by OS.
B. If for any reason the provisions of conditions (6.) (C.), (11.) and (14.) (A.) are of no effect in respect of a claim against OS, OS's liability in respect of that claim shall in no event exceed the price paid for the relevant goods or services by the Purchaser.
C. OS accepts no liability whether in contract, delict, breach of statutory duty or otherwise for any loss of use, profits or contracts or for any other form of consequential or indirect loss or damage.
15. Cancellation & returned goods
A. Cancellations will not be accepted for Customer - specific (OEM) or non - catalogued items. If OS agrees to accept cancellation or part cancellation of an order a charge of 15% of total order price will be made or £30, whichever is greater.
B. No returns are permitted without OS's previous agreement.
C. Agreed returns must be at the Purchaser's expense in original condition and, if tested by OS, will be subject to a charge of 15% of the goods value (excluding batteries).
D. Waste electrical and electronic equipment (WEEE Directive (20002/96/EC)). To maintain a competitive price and acknowledging that many business users will appoint specialist contractors to fully decommission site and arrange for the complete removal of all potentially hazardous waste, OS will make a nominal charge to collect and dispose of WEEE equipment in accordance with the WEEE directive.
This applies to the return of all control equipment supplied and purchased from OS.
16. Termination
If the Purchaser commits any breach of the terms and conditions of contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his Creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Purchaser's business, OS may without prejudice to any rights which may have accrued or which may accrue to terminate the contract summarily by written notice.
17. Law
Any question relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England.
