A. UNITED KINGDOM
All orders and contracts for the sale of goods are accepted by IBSN Limited (The Company) on these Terms and Conditions which supersede any previously published terms in this, or any previous catalogue or elsewhere.
1. Offers and Acceptance
No obligations shall arise as a result of a catalogue entry, quotation or any other offer until the Company accepts an order from the person, ompany, or other organisation with whom the sale or supply of products is conducted (The Purchaser). In the event of any inconsistency between the Company's and Purchaser's terms and conditions, the Company's terms and conditions of sale shall prevail unless, and until, variation by express agreement is accepted in writing by both parties.
2. Orders
Where possible, orders should be made using the Company's order codes and order form. Please make a note of your customer number and/or account number and quote them on all orders. Products are supplied as shown in the Company's latest catalogue, unless the product has been superseded. Telephone orders will only be accepted on account when a purchase order number is given. Confirmation orders are not required, but if they are sent they must be marked 'Confirmation Only'. Failure to mark written confirmation orders could result in duplicated deliveries and in such case The Purchaser will be liable for the full purchase price, or alternatively, be subject to The Company's returns procedure. Prices and delivery for items covered by schedule orders need to be made in writing and are strictly in accordance with the terms quoted by the Company and accepted by the Purchaser. Any variation in delivery requirements may be subject to price alteration. The Purchaser will be liable for any stocks held against an order at the end of the contract period.
3. Prices
The Company reserves the right to alter prices any time, without prior notice. In general, prices are reviewed every six months, at which time some prices may change. The price charged for all goods will normally be that ruling at the date of acceptance of the order. All prices are subject to Value Added Tax (VAT) at the relevant rate ruling on the date of despatch.
4. Carriage
All orders are subject to carriage: Single items by Royal Mail £4.95. Multiple items will be despatched by Carrier and will be quoted at time of order. All other despatches i.e. by Pallet are subject to special quotation. (Highlands & Islands subject to quote).
5. Payment
a) Terms of payment are strictly cash with order or Credit / Debit Card payment unless a Credit Account has been established with The Company.
b) Where a Credit Account has been established with The Company, payment must be made within 30 days of each delivery, whether the goods delivered are the whole order or only part shipment.
c) The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (b) of this Clause, or in accordance with any alternative arrangement which has been agreed in writing between The Company and The Purchaser. In such cases, The Company reserves the right to charge interest on the unpaid amount from 30 days after the Invoice date at a rate of 4% above the current London inter Bank Borrowing Rate (LIBOR) per annum.
6. Back Orders
Any subsequent deliveries to complete an order will be despatched as soon as the item becomes available. Charges are only made when goods are despatched. The company reserves the right to cancel any outstanding items in the event of unforeseen circumstances.
7. Order Cancellation
Cancellation of Purchasers' orders can only be accepted after prior negotiation and agreement - but in any case within 30 days of despatch. On no account can cancellation be accepted for items ordered specially on The Purchaser's behalf. In the case of any default, the Purchaser shall be liable to compensate the Company for any partly finished products, stock or materials and tools held for the manufacture or supply of such goods. If the Company agrees to accept cancellation, part cancellation or return of an order for catalogued items, a charge of 20% of order value will be made subject to a minimum charge of £2.00. The Company reserves the right to impose a back billing charge for partcancellation if the reduction in quantity affects the unit price.
8. Non-Delivery and Returns
No goods may be returned to The Company without prior written consent, unless they were sent in error by The Company or received by The Purchaser in a damaged or faulty condition. The Purchaser shall give The Company reasonable opportunity to examine the goods in respect of which any claim for damages is made. If the goods are subsequently found to be faulty through misuse a minimum charge of £15.00 will be made. It is The Purchaser's responsibility to ensure that returned goods are received in as-new-condition. This includes all associated packaging and literature. Appropriate precautions must be taken by The Purchaser regarding the handling of any static-sensitive devices.
It is The Purchaser's responsibility to refuse any damaged parcels or check that all goods conform to requirements as soon as it is practicable after delivery. Any error of despatch, including omissions or damage in transit, must be notified within 2 days of receipt of the package. Any queries regarding the non-delivery of goods should be made within 10 days of the expected despatch date. The Company cannot accept liability for non-delivery if The Purchaser has failed to clearly identify the correct delivery address.
If The Company is not advised in accordance with specified notice periodsrelating to returns and non-delivery, as shown in the above paragraphs of this Clause, it will be assumed that the Purchaser has examined the goods and accepted liability, in accordance with the Contract. Notification of faulty goods must be made to The Company within 14 days of receipt. All returned goods must be accompanied by the associated despatch note.
9. Warranty.
The Company will, at its discretion, repair or replace a product in which, under proper use and within 12 months of despatch, defects appear due to faulty materials or workmanship. Alternatively a refund of the purchase price may be given or where the Company is owed sums by The Purchaser, a Credit Note may be issued. Acceptance of liability is at the discretion of The Company. All products should be returned at The Purchaser's risk, suitably packaged and carriage paid, within 12 months of despatch with an advice note stating the original Invoice number relating to the product in question and detailing the claimed defect. Should any modification or attempted repair be made to the product, for whatever reason, this will invalidate the warranty. Any item added to the product by The Purchaser should be removed before return to The Company. If such products are returned, the Company will accept no liability for any item attached or associated with any product returned under warranty. The Company will assume it is authorised to remove any attachments but will not be obliged to reconnect such items before returning the product to the Purchaser. This Warranty excludes, and no liability can be accepted for, consequential damage, loss or injury arising from defective products.
10 Risk and Ownership
Whilst the responsibility for safe keeping passes to The Purchaser upon receipt of any goods, ownership does not pass until full payment is received by the Company.
11. Liability
The Company shall have no liability in respect of damage, expense or consequential loss arising from the failure or delay in delivery or in performance of any obligations under any contract due to any cause within or outside the Company's control. Causes shall include but not be limited to Act of God, fire, floods, war, civil disturbance, riots, Act of Government, Industrial disputes or failure by any subcontractor. The Company ensures that every care and attention is given to the provision of correct information whether technical or otherwise. However, no liability can be accepted by the Company for any expenses or consequential loss arising from either the failure to provide information, or any statement made by The Company's Agents or Representatives as to the specification of any product or suitability for a defined purpose, unless that information is confirmedin writing.
12. Lien
The Company shall have a general lien in respect of all sums due from The Purchaser upon all goods to be supplied, or upon which work has been done on The Purchaser's behalf, and twenty-eight days from written notice to The Purchaser, may sell such goods and apply the proceeds towards the satisfaction of the sum due to the Company.
13. Patents and Copyright
Products offered for sale by The Company may be the subject of patents or other such protectable devices. The Company maintain full copyright in respect of the catalogue and its whole or partial reproduction without The Company's consent is prohibited.
14. Illustrations, Specification & Product Information
Whilst every effort is made to maintain accuracy, no liability can be accepted by The Company for any errors or omissions in supplying any technical information. No illustration or specification should be taken to represent the manufacturer or source of origin. The Company reserves the right, without prior notice, to discontinue or supersede any product as part of its continuous programme of product improvement. It is The Purchaser's responsibility to ensure that all products are suitable and fit for the purpose of their intended application.
15. Termination of Contract
If The Purchaser commits any breach of these terms and conditions of business, or becomes insolvent or commits an act of bankruptcy, or enters into any arrangement with his creditors or goes, or is put, into liquidation (other than solely for the purposes of reconstruction whilst solvent). or if a Receiver is appointed over any part of The Purchaser's business, The Company may, without prejudice to any rights which may accrue, terminate the contract summarily by notice in writing.
16.Law
Any question relating to any contract subject to these terms and conditions of business, or agreed amendment to same, shall be determined in respect by English Law.
B. EXPORT
The above UK Terms and Conditions also apply to export orders. In addition, the following clauses are applicable to orders received by The Company from Purchasers outside the United Kingdom, or from Purchasers requesting export to a country outside the United Kingdom.
1. Payment Terms
Export orders must be paid for in advance by one of the following methods:
1. Internationally recognised Credit Card, stating type of Card, Card number and Expiry date.
2. Bank draft or Cheque in Pounds Sterling, with order, drawn on a UK bank.
3. Where approved and established with the Company, net monthly account terms.
4. Letter of Credit (for order value exceeding £2,000). provided that it conforms to the following conditions:
i) Irrevocable and confirmed on a major U.K. Bank.
ii) Negotiable for payment, at sight in Pounds Sterling.
iii) Must conform exactly in details for price, description of contents, despatch, method, etc., as given in the Company's quotation or pro-forma Invoice.
iv) All Bank charges, commissions etc., are to be to the account of The Purchaser.
v) Trans-shipment and part-shipment must be allowed
vi) Must be open for a period of 6 months.
vii) Must show reasonable time for despatch of goods and subsequent preparation and presentation of documents
viii) Must specify if Country(ies) of Origin are to be shown.
ix) Must be subject to the uniform Customs Practice for Documentary Credits (1193 Revision ICC Publication UCP500) or as the same may be amended from time to time.
x) Country of Final Destination must be stated.
2. Delivery, Insurance, Importation
In general, The Company's delivery terms are Ex-works, Fright/Insurance charges are at cost and estimated as separate items on quotations and Proforma Invoices. All duties, importation, and other costs related to Import legislation in the destination country are the responsibility of the Purchaser. The Purchaser shall indemnify the Company against any expenses or losses incurred by The Company in connection with the importation of goods into the destination country. The Purchaser is responsible for obtaining any necessary import licences.
3. Delivery Discrepancies and Returns
Any queries regarding non-delivery should be made in writing to The Company within twenty-one days of the date of despatch, quoting all relevant details, otherwise The Company cannot accept liability. No goods may be returned to The Company , for whatever reason, without prior written consent, unless they were sent in error or received by The Purchaser in damaged or faulty condition. If goods are under guarantee, refer to the above section entitled 'Warranty' for correct procedure.
4. Despatch
The Company reserves the right to handle or transport goods by any means or methods available, and that gives best service. The Company will endeavour to meet The Purchaser's specific requests regarding transportation of goods, but does not guarantee to do so. Special courier services are available at cost, as and when requested.
5. Certificates of Origin
The Company undertakes, as necessary, to obtain, complete and submit Certificates of Origin to Chambers of /Commerce and overseas consulates for certification and legislation. The Company cannot arrange for certification or obtain other documentation from outside the UK.
6. Documentation
The Company's standard documentation comprises an Invoice and a Despatch note. Other documentation which, from time to time, may be required to accompany or support entry of orders into certain countries, will be charged at cost unless previously specified. The Company will quote such charges, if requested to do so, at the time of any quotation. All such charges will be detailed separately.
7. Additional Documentation — Charges
Handling and administration charges for additional documentation will apply:
• Confirmed irrevocable Letter of Credit:.
(Minimum order value £2,000) Bank charges to the account of the Purchaser.
Order Value £2,000 to £4,999: Charged at £125.
Order Value £5,000 and over: Charged at £100.
• Certificate of Origin: Charged at £50. (In addition to Consular Legislation charge)
• Hazardous Goods Document: Charged at £30.
8. VAT
UK Value Added Tax at the applicable rate (currently 17.5%) is normally added to catalogue prices, quotation or proforma- Invoices for all Purchasers resident in EC member states. Goods to EC Purchasers may be zero-rated provided that the Purchaser's VAT registration number is indicated on the sales Invoice and held in The Purchaser's records (The Destination System). If the Purchaser is unregistered, VAT must be charged at the standard rate applicable (The Origin System). In order to zero-rate goods supplied to UK addresses for onward shipment overseas, e.g. to freight forwarders, a 'Proof of Shipment' certificate and other necessary evidence of shipment may be required. Goods for export to areas outside the EC and including the Channel Islands are VAT zero-rated, provided the conditions of VAT Notice 703 apply.
9. Law
Business transacted by the Company, subject to the foregoing terms and conditions, shall be governed solely by English Law and be within the exclusive jurisdiction of the English Courts.