a) “Customer” is the person who agrees to buy the products from IVS.
b) “IVS” is Industrial Vision Systems Ltd (Reg: 3125221) (trading as IVS or Industrial Vision Systems Ltd) of Genesis Building, Harwell Campus, Didcot, Oxon OX11 0SG.
c) “Conditions” are the terms and conditions set out in this document and any special terms and conditions agreed in writing by IVS.
d) “Invoice Date” is the date specified by IVS on the sales invoice.
e) “Products” are the computer products (and associated labour charges) that the customer agrees to buy from IVS.
f) “Price” is the price for the products excluding carriage, packing, insurance and VAT.
2) CONDITIONS APPLICABLE
a) These conditions apply to all contracts for the sale of products by IVS to the customer to the exclusion of all other terms and conditions including those under any purchase order confirmation of order or similar document.
b) The specification applicable to the contract for the sale of products by IVS to the customer is based only on the specification issued by IVS, to the exclusion of all other specifications supplied by the customer including those provided at the time of quotation, under any purchase order confirmation of order or similar document.
c) All orders for products shall be deemed to be an offer to IVS to purchase products under these conditions.
d) Acceptance of delivery of the products shall be deemed conclusive evidence of the customer’s acceptance of these conditions.
e) Any change to these conditions will be inapplicable unless agreed in writing by an authorized agent of one of the Directors of IVS .
f) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document issued by IVS shall be subject to correction without any liability on the part of IVS.
g) If any provision of these conditions is held by any competent authority or Court to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected.
3) PRICE AND PAYMENT
a) The price is the price stipulated in IVS’s price list current at the invoice date. The price excludes value added tax (VAT) which is due at the rate current at the invoice date. In any event any increase in cost to IVS or raw materials, labour, overheads or any increase in taxes, IVS may increase the price payable under this contract.
b) Payment of the price and VAT shall be due within the terms stipulated on the invoice or 30 days whichever is less. If the customer does not pay the price within the terms of payment IVS may bring action for the price even though property of the products has not passed to the customer. The customer will pay the price in full without any discount, deduction or abatement on any grounds.
c) Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 2% above HSBC plc’s base rate and shall accrue at such a rate after as well as before any judgement.
4) THE PRODUCTS
a) The quantity and description of the products shall be as set out in IVS’s quotation.
b) IVS reserves the right to make any changes in the specification of products which do not materially affect their quality or performance.
c) No order which has been accepted by IVS may be cancelled by the customer except with agreement in writing of IVS and on condition that the customer shall indemnify IVS in full against all loss, costs, damages, charges and expenses incurred by IVS as a result of the cancellation. Restocking fees are 10% of the purchase price.
5) WARRANTIES AND LIABILITIES
a) IVS warrants that the products will be free from defects in materials and workmanship for a period of 12 months from the invoice date (“the warranty period”) if the customer returns to IVS any products which the customer claims are in breach of this warranty not later than the expiry of the warranty period.
b) If IVS determines that the products returned by the customer breach this warranty, the product or defective part of the product shall, at the option of IVS, be repaired or replaced.
c) The customer is responsible for the cost of transporting defective products to IVS’s workshop for repair or replacement.
d) The warranty contained in clause 5a is dependent on the proper use of the products by the customer and does not cover any part of the products which have been modified without prior written consent of IVS or which have been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. The warranty will not apply if the product has failed as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, or transportation.
e) All other warranties, conditions or terms relating to fitness for purpose or merchantability whether implied by statute or common law or otherwise are excluded.
f) Under no circumstances, despite anything contained in these conditions, shall IVS be liable for any increased costs or expenses; any loss of profit, business, contracts, revenues or anticipated savings; or for any special indirect or consequential damage of any nature whatsoever.
g) The warranty contained in clause 5a is for the benefit of the customer only.
6) DELIVERY OF THE PRODUCTS
a) The products can be collected by the customer from the premises of IVS after IVS has informed the customer that the products are ready for collection, or delivered to some place agreed by IVS.
b) IVS will endeavour to adhere to any time stated for delivery but any dates quoted for delivery are approximate only and IVS shall not be liable for any delay in delivery of the products.
7) ACCEPTANCE OF THE PRODUCTS
a) The customer shall be deemed to have accepted the products 5 working days after delivery to the customer.
b) After acceptance the customer shall not be entitled to reject products which are not in accordance with the contract.
8) TITLE AND RISK
a) Risk of damage to or loss of the products shall pass to the customer:
i) in the case of the products being collected form IVS’s premises, at the time when IVS notifies the customer that the products are available for collection.
ii) in the case of the products being delivered other than to the premises of IVS, at the date of delivery; or if the customer wrongfully fails to take delivery of the products, at the time IVS tendered delivery of the products.
b) Despite delivery and the passing of risk of the products, title to goods shall not pass to the customer until IVS has received in cleared funds the full price plus any additional costs, such as VAT or delivery, of the products which are then due.
c) Until title to goods passes to the customer, the customer shall hold the products as IVS’s fiduciary agent and bailee and shall keep the products separate from those of the customer and third parties and properly stored, protected, insured and identified as IVS’s property. Until that time the customer shall be entitled to resell or use the products in the ordinary course of its business, but shall account to IVS for the proceeds of sale or otherwise of the products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from the money or property of the customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
d) Until title to goods passes to the customer (and provided the products are still in existence and have not been resold) IVS shall be entitled at any time to require the customer to return the products to IVS and, if the customer fails to do so immediately, to enter any premises of the customer or third party where the products are stored and repossess the products.
e) The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products which remain the property of IVS, but if the customer does so all moneys owing by the customer to IVS shall (without prejudice to any other right or remedy on IVS) immediately become due and payable.
9) REMEDIES OF THE CUSTOMER
a) Where the customer rejects any products then the customer shall have no further rights whatsoever in respect of the supply to the customer of those products or the failure by IVS to supply products which conform to the contract of sale.
b) Where the customer has accepted any products then IVS shall have no liability whatsoever to the customer in respect of those products.
10) INSOLVENCY OF THE CUSTOMER
a) This clause applies if:
i) The customer makes any voluntary arrangements 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 (other than for the purpose of amalgamation or reconstruction); or
ii) An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or
iii) The customer ceases, or threatens to cease, to carry on business; or
iv) IVS reasonably determines that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly.
b) If this clause applies then, without prejudice to any other right or remedy available to IVS, IVS shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the products have been delivered but not paid for the price shall become immediately due and payable despite any previous arrangement or agreement to the contrary.
a) Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and that party shall be entitled to a reasonable extension of time for the performance of its obligations.
b) Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business.
c) Each party agrees to treat as confidential and not to divulge to any third party without the prior written consent of the other, details of the other’s business operations, proprietary rights and techniques, contemplated new products and customer lists This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained form a third party lawfully entitled to possess the information.
12) PROPER LAW OF CONTRACT
This contract is subject to the law of England and Wales.