CONDITIONS OF SALE
1. General: (a) Sygma Equipment Suppliers Limited (“the Company”) contracts for the sale of the goods and services specified on the face of this document (“the Goods”) subject only to the terms stated below regardless of any other terms provided by the Customer unless such terms are signed by a Director of the Company.
(b) Any quotation by the Company is not an offer but merely an invitation to the Customer to make an order on the terms and conditions of the quotation.
2. Delivery: (a) Any length of time of any date named or accepted by the Company for delivery is not a condition or other term of the contract to which these Conditions apply and is an estimate only and the Company shall not be liable for the consequences of any delay.
(b) Delivery of the Goods to a carrier for the purposes of transmission to the Customer shall be taken as delivery to the Customer and the Customer shall be responsible for making all necessary arrangements with the carrier.
(c) If the Customer does anything to cause or request a delay in delivery of the Goods, the Customer is liable for additional storage and other relevant costs.
(d) The Company is entitled to make partial deliveries of the Goods or deliveries of the Goods by instalments and these Conditions apply to each partial delivery.
(e) The goods are shipped at your risk including damage by freezing.
3. Price and Payment: (a) The price quoted on the quotation is ex the Company’s warehouse or factory and payments are due as per the agreed payment terms shown on the quotation/contract. Unless otherwise stated all prices are exclusive of value added tax (VAT will be added if applicable at the appropriate rate on the issuing of the invoice).
(b) The type and costs of packaging shall be determined prior to the date of despatch and may be invoiced separately.
(c) All quotations are valid for 30 days from issue date.
(d) The Company reserves the right to charge interest on overdue accounts at 2 per cent per month (calculated on a day to day basis).
(e) The Customer shall not be entitled to make any deduction from the price for or on account of any set-off or counterclaim.
(f) The Company reserves the right when Credit terms are exceeded to utilise the services of a Debt Collection Agency or the County Court, upon which the whole amount of the debt outstanding will be recoverable inclusive of any surcharges or costs incurred.
4. Title: Title in the Goods will remain with the Company until full payment has been received for the Goods and for all other indebtedness owed to the Company. Without prejudice to the above, the Company shall be entitled to sue for the price of the Goods upon delivery thereof to the Customer.
5. Risk: The Goods are at the Customer’s risk from delivery.
6. Instalments: Where a contract calls for delivery by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any instalment shall not affect the balance of the contract or entitle the Customer to cancel such balance. When delivery is by instalments, all goods must be taken by the Customer within six months of the date of the acceptance of the order, unless specific delivery dates have been agreed in writing.
7. Exclusion of Liability: (a) All Goods are “sold as seen”, unless otherwise agreed in writing by the Company. Therefore the Customer is under a duty to carry out whatever tests and inspections it deems necessary in order to ascertain whether the Goods are in a condition satisfactory to the Customer prior to making an order or any other offer to purchase.
(b)The Customer is relying on its own skill and judgement in relation to the Goods and the Company accepts no liability whatsoever for any knowledge it or its servants or agents may possess as to the purpose for which the Goods are supplied.
(c) The Company shall be under no liability whatsoever for any defect in, failure of, or unsuitability for any purpose of, the Goods or any part thereof whether the same be due to any act, omission, negligence (except where the same results in death or personal injury) or wilful default of the Company or its servant or agents, or to faulty or negligent design (except as aforesaid), workmanship or materials or to any cause whatsoever and the Customer hereby waives and all conditions, warranties or other terms, whether express or implied, statutory or otherwise inconsistent with the provisions of this Condition are hereby expressly excluded.
(d) If it should be held in relation to any particular contract to which these Conditions apply that sub-clause
(e) All, if any, written or oral specifications, descriptions, illustrations, statements, recommendations, directions, information and advice given (whether before or after the contract to which these Conditions apply) by the Company or the Company’s servants or agents to the Customer or its servants or agents as to any matter relating to the Goods, whether as to design, characteristics, performance, application, use or otherwise howsoever are given free of charge and without any liability for negligence (except where the same results in death or personal injury) or otherwise howsoever on the part of the Company and the Company hereby represents and warrants to the Customer that no representation has been made to the Company by or on behalf of the Customer before entering into the contract to which these Conditions apply and no representation made to the Company by or on behalf of the Customer could in any way induce the Company to enter into such contract and the Customer makes and gives the like representations and warranties (mutatis mutandis) to the Company as the Company makes and gives to the Customer as above.
8. Performance: The Company accepts no liability for failure to attain any performance figures quoted by the Company unless the Company has specifically guaranteed them, subject to any tolerances specified to or agreed by the Company in writing. If the performance figures obtained on any test are outside the acceptance limits specified therein, the Customer shall be entitled to reject the Goods. If the Customer becomes entitled to reject the Goods the Company shall, at the Company’s option, either repay to the Customer any sum paid by the Customer to the Company on account of the contract price thereof or rectify, modify or replace the Goods.
9. Warranty: No warranty is given or implied in relation to any Goods supplied by the Company.
10. Indemnity: The Customer shall indemnify the Company in respect of all damage or injury occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Company may become liable in respect of the Goods in the event that the damage or injury shall have been occasioned by the negligence of the Customer or his servants and agents.
11. Force Majeure: No liability shall occur from delay in performance or non-performance to the extent that it results from any cause (including without limitation, labour trouble, inclement weather, shortage of or inability to obtain, materials, equipment or transportation, and/or orders of courts) beyond the control of the party affected. Either party may eliminate any element so affected but this contract shall remain otherwise in affect. If the supply of the Goods by the Company is limited by any such cause, the Company shall have the right to allocate the available supply of similar goods over the Company’s own manufacturing requirements and its customers as it considers fair.
12. Miscellaneous: Except as otherwise agreed in writing, the Goods delivered to the Customer are for the Customer’s own consumption and the contract may be cancelled on any breach of this condition. The contract is not assignable or transferable voluntarily. The invoice date shall be prima facie evidence of the date on which it was mailed.
13. Governing Law: This contract shall be governed by and construed in accordance with English law.
Where it is expressly agreed by the Company that the price includes delivery the above conditions shall apply save that Clause 2(b) shall be excluded and the following provisions shall also apply:-
(a) Delivery of the Goods to a carrier for the purpose of transmission to the Customer shall not be deemed to constitute delivery to the Customer.
(b) The Company will arrange a separate insurance per consignment depending on the transport arrangements agreed, which would be re-chargeable to the Customer.
(c)The Company shall have the right to designate the route and the means of transportation. Where the Customer requires another route and/or means of transportation it shall pay the extra costs involved (as specified by the Company).
(d) The Company will ensure that the Goods are packed so as to withstand all normal incidents of transit but will only replace or repair any Goods which are lost or damaged in transit if notice is given to the Company and the carrier (if any) within 14 days of the date of invoice specifying the non-arrival of the Goods or the damage alleged. If damaged items then photographic evidence is required to accompany the notification.