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CONDITIONS OF SALE OF GOODS
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1 Contract Terms Quotations & Orders
1.1 Unless other terms and conditions are expressly accepted by
Electrium by means of a specific written amendment hereto signed
by Electrium or a Director of Electrium the contract will be on the
terms and conditions set out below (“the ContractTerms”) to the
exclusion of any other terms and conditions (except those implied
in favour of a seller which are not inconsistent with the Contract
Terms) whether or not the same are endorsed upon, delivered with
or referred to in any purchase order or other document delivered
or sent by the Customer to Electrium or by Electrium to the Buyer
reference made by Electrium to the Customer’s order, specification
or like document will not be deemed to imply that any terms or
conditions endorsed upon, delivered with or referred to in such
order, specification or like document will have effect to the
exclusion or amendment of the ContractTerms. No variation,
addition or modification of the ContractTerms conditions shall be
binding on Electrium unless such variation, addition or modification
be agreed to in writing under the signature of a Director of
Electrium.
1.2 Any quotation is given on the basis that no contract will come into
existence until the Customer places an order pursuant thereto.Any
quotation is valid for a period of 30 days only from its date
provided that Electrium has not previously withdrawn it.
2 Price
The price of Goods supplied hereunder (“the Goods”) is exclusive of
VAT or any successor tax thereto unless otherwise agreed in writing.The
price for the Goods shall be (unless otherwise agreed by Electrium in
writing) the list price of Electrium current at the date of despatch and in
the case of an order for delivery by instalments the price payable for
each instalment shall be Electrium’s list price current at the date of
despatch for each instalment.All prices are based on standard pack sizes
and quantities and Electrium reserves the right to levy an additional
charge if such packs must be broken up to fulfil an order.The price of
Goods is inclusive of costs of carriage to the Customer’s premises in
Great Britain and Northern Ireland except on individual orders having a
net value calculated by reference to the Company’s most recent price list
of less than £200 (excludingVAT) which shall be subject to an additional
charge of not less than £15.00 (excludingVAT) to cover carriage and
packing.The price of Goods is based on the costs of materials, labour,
sub-contracts, transport, taxes, duties and currency exchange rates ruling
at the date of the quotation. Electrium reserves the right to amend the
contract price to take account of any variations in these costs or the
imposition of any new taxes or duties occurring from whatever cause
before delivery of the Goods.
3 Payment
The due date for payment shall be the last day of the month following
the month of despatch of Goods supplied by Electrium. Payment made
before the due date for payment shall be subject to a settlement
discount of 2.5%.VAT is calculated on the discounted value of the invoice
and is not subject to settlement discount. Interest at an annual rate of 3%
per month will accrue daily and be calculated on a daily basis on overdue
accounts from the date of invoice until payment. Notwithstanding any
ContractTerm allowing the Customer credit payment shall become due
and payable to Electrium immediately upon the termination of the
contract.The Customer shall not be entitled to exercise any right of set-
off or lien or any similar right or claim in connection with the Goods or
the price payable therefor.
4 Packing Materials
Packing cases and cartons will be provided free of charge by Electrium.
All pallets used shall remain at all times the property of Electrium and
are to be returned to Electrium on demand in good condition. Electrium
reserves the right to alter the method of packing without reference to
the Customer.
5 Damage or Loss inTransit
Electrium will not be liable in respect of any damage or discrepancy,
shortage or loss in transit or any claim that the Goods delivered do not
otherwise comply with the contract unless the Customer shall have
informed the Company in writing, telex or facsimile as follows:
(a) Within three days of delivery in the event of any damage,
discrepancy or shortage.
(b) Within seven days of delivery in the event that the Goods do not
comply with the contract,
and
(c) Within twenty-one days of receipt of the Company’s invoice in the
event of non-delivery.
Where the Goods are accepted from the Company’s carriers they shall
be deemed to have been checked by the Purchaser and accepted unless
the delivery receipt is signed and endorsed ‘unexamined’ and the packing
and its contents are retained for later inspection.
6 Delivery
The place of delivery for Goods shall be the Customer’s premises or as
otherwise agreed by Electrium in writing.The time of delivery will be as
agreed between the parties or if no such agreement has been reached
will be within a reasonable time and the Company will be entitled to
make delivery by instalments. In no circumstances will Electrium be liable
for loss or damage of any kind whatsoever caused directly or indirectly
by any delay in the delivery of Goods, nor unless such delay exceeds 180
days will any delay entitle the Customer to terminate or rescind the
contract. Notwithstanding any other ContractTerm, risk in the Goods
shall pass to the Buyer when the Goods are delivered to the Customer
or its agent.
7Title of Goods
Until Electrium has been paid in full for the Goods comprised in this
and/or any other contract between the Customer and Electrium, the
Customer shall hold the Goods in a fiduciary capacity as bailee for
Electrium and:
(i) the title to, ownership of, and the property in, the Goods shall
remain vested in Electrium (notwithstanding delivery of the same
and parting of the risk therein to the Customer) until payment in
full for all Goods comprised in this and every other contract
between Electrium and the Customer has been received by
Electrium.
(ii) The Customer shall be in possession of the Goods as Electrium’s
bailee. If so required the Customer shall store the Goods for
Electrium without charge to Electrium separate from any goods
which are the property of the Customer and/or any third party and
ensure that they are clearly marked and identified as belonging to
Electrium.
(iii) Electrium reserves the right to require the Customer to return the
Goods and may recover and sell the same at any time. For that
purpose Electrium’s servants and agents together with all necessary
and appropriate transport shall be entitled to unrestricted access to
the Customer’s premises and any other location where the Goods
are situated to take possession of the Goods and, if necessary,
dismantle the Goods from any article or articles to which they may
have been attached and to remove the Goods from the Customer’s
premises.
(iv) Prior to the property in the Goods passing to the Customer
Electrium permits the Customer to deliver the Goods to a third
party pursuant to a bona fide and arms-length agreement to re-sell
the Goods and allows the Customer to convert or incorporate the
Goods into or mix the Goods with other goods but such liberty
will cease upon the termination of the contract.
(v) Where Electrium is unable to determine whether any goods are
Electrium’s Goods the Customer shall be deemed to have sold all
goods of the kind sold by Electrium to the Customer in the order
in which they were invoiced to the Customer.
8 Descriptive Matter
Descriptive matter, illustrations, dimensions and weights issued by
Electrium are to be regarded as being for guidance only and cannot be
held as binding in any way. In pursuance of Electrium’s policy of product
improvement Electrium reserves the right to alter patterns and designs
without prior notice.
9 Guarantee
Electrium will make good by replacement (or its option by repair)
defects which under proper use appear in the Goods within a period of
twelve calendar months after the Goods have been despatched, and
which arise solely from faulty design, materials or workmanship provided
always that defective Goods have been returned to Electrium and
Electrium was notified of the defect or suspected defect immediately the
same became known to the Customer.The cost of carriage on such
returned Goods and the cost of re-delivery of the repaired or new
Goods to be borne by Electrium. Save for the Electrium’s control
equipment which has been correctly repaired or modified by the use of
standard parts supplied by Electrium for such purpose, Electrium
excludes all liability in respect of any Goods which have been re-finished
and dismantled or altered in any way or if the Goods were improperly
installed or connected or if the Customer fails to observe or perform
the requirements of any maintenance procedures relating to the Goods.
Any Goods replaced will belong to Electrium.Any repaired or
replacement Goods will be guaranteed on these terms for the unexpired
portion of the twelve month period. In addition, the obligations of
Electrium under this condition will not apply if the Customer is in breach
of this or any other contract with Electrium. Subject to this condition, all
conditions, warranties and representations, whether express or implied
(by statute or otherwise) relating to the Goods are hereby excluded
insofar as the same can be excluded without such exclusion being void
or unenforceable.
Electrium will be under no liability under the contract for any personal
injury, death, loss or damage of any kind whatsoever (other than death or
personal injury resulting from Electrium’s negligence) whether
consequential or otherwise including but not limited to loss of profits
and Electrium hereby excludes all conditions, warranties and stipulations
express or implied, statutory, customary or otherwise which but for such
exclusion would or might subsist in favour of the Customer except that
such exclusion will not apply to any implied condition that Electrium has
or will have the right to sell the Goods when the property is to pass; or
when Electrium deals as a consumer (as defined in section 12 of the
Unfair ContractTerms Act 1977), any implied term relating to the
conformity of the Goods with their description or sample or as to their
quality or fitness for a particular purpose. In no circumstances will
Electrium or its employees, agents or sub-contractors be liable for any
loss or damage of any kind whatsoever (other than death or personal
injury resulting from Electrium’s negligence) whether consequential or
otherwise caused directly or indirectly by any negligence or other
tortious act or breach of statutory duty on the part of Electrium or on
the part of any of its employees, agents or sub-contractors in connection
with or arising out of the manufacture or supply of the Goods or in
connection with any statement given or made (or advice not given or
made) by or on behalf of Electrium.
10 Patents
Electrium will indemnify the Customer against any claim of infringement
of letters patent, registered design, trademark or copyright (existing at
the date of the contract) arising from the use or sale of any article or
materials supplied by Electrium to the Customer and against all costs and
damages which the Customer may incur in any action for such
infringement or for which the Customer may become liable in any such
action provided always that this indemnity shall not apply to any
infringement which arises in connection with any design or instruction
issued or given by the Customer to Electrium or to the use of such
article or material in a manner or for a purpose outside the UK or to
any infringement which is due to the use of such article or material in
association or combination with any other article or material not
supplied by Electrium and provided also that this indemnity is conditional
on the Customer making no admission in respect of such alleged
infringement and giving Electrium the earliest possible notice in writing of
any claim being made or action threatened or brought against the
Customer and on the Customer permitting Electrium at Electrium’s
expense to conduct any litigation that may ensue and all negotiations for
the settlement of a claim.
The Customer warrants that any design or instruction issued or given by
the Customer shall not be such as will cause Electrium to infringe any
letters patent, registered design, trademark or copyright in the execution
of the Customer’s order and the Customer agrees to indemnify and keep
Electrium indemnified against all liability in the event that such warrant is
found to be untrue, misleading or breached.
11 Advice
Advice which Electrium or its agents may give to the Customer shall be
given in good faith but Electrium shall not be liable for any loss or
damage arising directly or indirectly therefrom or attributable thereto
unless contained in any written representation or statement issued
directly by Electrium.
12 Safety
The Customer shall ensure that any modifications whatsoever made to
the Goods supplied hereunder comply with the requirements of any
applicable Safety Regulations. Plugs supplied hereunder shall be so
connected as to ensure that they are safe and in full compliance with any
applicable Safety Regulations. The Customer shall ensure that any kits
supplied hereunder are so assembled as to ensure that the assembled
product is safe and complies with the requirements of any applicable
Safety Regulations.Without prejudice to the above provisions, where
Electrium provides the Customer with information about the use for
which Goods are designed and have been tested and about any
conditions to ensure that when put to that use they would be safe and
without risk to health, the Customer shall use the Goods accordingly and
comply with the said conditions.To be properly used the Goods shall be
selected, installed, commissioned and maintained in accordance with good
engineering practice and under the supervision of suitably qualified
personnel.
13 Statutory and other Regulations
If the cost to Electrium of performing its obligations under any contract
shall be increased or reduced by reason of making or amendment after
the date of its quotation of any law or of any other order, regulation or
bye-law having the force of law that shall affect the performance of
Electrium’s contractual obligations, the amount of such increase or
reduction shall be added to or deducted from the contract price as the
case may be.
14 Cancellation
If the Customer cancels, extends or delays or purports to cancel, extend
or delay the contract or part thereof, or fails to take delivery of any
Goods at the time agreed (if any) or if no time is agreed within a
reasonable time, then the Customer will be liable (without prejudice to
any other rights of Electrium to claim damages) to indemnify and keep
indemnified Electrium against any resulting loss, damage or expense
incurred by Electrium in connection with the supply or non-supply of the
Goods including the cost of any material, used or intended to be used
therefor and the cost of labour and other overheads including a
percentage in respect of profit. If Electrium is unable (whether
temporarily or permanently) to procure any services or goods necessary
to enable it to supply the Goods or if the supply of the Goods is
prevented or hindered by reason of any cause beyond Electrium’s
reasonable control which for the avoidance of doubt and without
prejudice to the generality of the foregoing shall include governmental
action, war, riot, civil commotion, fire, flood, epidemic, labour disputes
including labour disputes involving the work force or any part thereof of
Electrium, restraints or delays affecting shipping or carriers, currency
restrictions and Act of God, Electrium may cancel the contract by notice
in writing to the Customer so far as it relates to Goods not then
supplied or work not then done and such cancellation shall not give rise
to any claims by the Customer provided that the Customer shall remain
liable to pay for Goods delivered prior to the date of such cancellation.
15 General
(a) The headings herein are inserted for convenience only and shall not
affect the interpretation of the ContractTerms.
(b) Should any clause contained in the ContractTerms be held to be
invalid such invalidity will not affect the validity of the remaining
clauses.
(c) Any dispute arising out of this contract or the ContractTerms shall
be referred in writing to an independent arbitrator who shall be
appointed by agreement between Electrium and the Customer or in
default of agreement by the President for the time being of the
Institute of Electrical Engineers whose decision shall be binding on
both parties.
(d) The formation, interpretation and operation of the contract will be
subject to English Law and the Customer submits himself to the
non-exclusive jurisdiction of the English Courts.
(e) Electrium will be entitled to assign sub-contract or sub-let the
contract or any part thereof.
(f) Failure by Electrium to enforce any
of the Contract Terms will
not be construed as a waiver of any of its rights hereunder.
EXPORT
All ContractTerms set out above apply to overseas transactions (ie sales
outside the United Kingdom), where appropriate, except the following:
1.2 Any quotation is given on the basis that no contract will come into
existence until Electrium despatches an acknowledgement of order
to the Customer.Any quotation is valid for a period
of 30 days only from its date provided that Electrium has not
previously withdrawn it.
2 Price
The price of Goods includes the cost of packing for shipment FOB
British Port or Airport except that orders having a net value of £500 and
below shall be subject to an additional charge to cover packing and
carriage. No allowance will be made in lieu of transportation if the
Customer accepts delivery at the factory, container depot or at any
other inland destination or provides his own transportation or where
packing of a lesser standard is required.
3 Payment
First orders from overseas Customers should be accompanied by bank
references to enable payment terms to be agreed. Unless otherwise
agreed in writing, payment is due on delivery. Goods shall be deemed to
have been delivered when the invoice has been presented in the United
Kingdom accompanied by the appropriate documents of title.
16 Others
The Goods will be sold FOB British Port or Airport and the Seller will
be under no obligation to give the Buyer notice as specified in Section
32(3) of the Sale of Goods Act 1979. CIF or C & F arrangements can be
made if requested by the Customer, at cost, and Electrium will, on receipt
of Customer’s indemnity, take all reasonable steps to recover from the
Underwriters any loss or damage for which they may be liable.
The Customer shall be solely responsible for complying with all
legislation and regulations governing the importation of the Goods into
the country of destination including import and export licences and the
payment of duties thereon including but not limited to customs duties
andVAT.The Customer shall indemnify Electrium against all costs claims
and demands arising out of any breach by the Customer of this
Agreement.
CONDITIONS OF USE
The products listed in this publication should be installed by suitably
qualified personnel in accordance with the requirements of relevant
legislation, regulations (including the IEEWiring Regulations) and the
accepted practice in the industry.Any further information which may be
required about the use for which any specific product has been designed
and tested, or about conditions of use, is available on request. In
pursuance of our policy of continuing product improvement, equipment
described in this publication is subject to change without notification.