1. Definitions:
“the company” means Autoscan Ltd
“the Buyer” means the person, firm or company specified on the contract.
“the Contract” means the contract accepted by the buyer confirmed by the receipt of
the first purchase order.
2. Ruling Conditions:
All contracts of sale are made by the Company subject to these conditions and any printed conditions on the
Buyer’s order form or other documents shall not apply unless and to the extent only that they shall have been
expressly accepted by the Company in writing. These conditions can be varied or added to or suspended only by
agreement in writing between the parties or by typed or written amendment on the face of this document or some
attachment to this document.
3. Price and Payment:
a) the invoiced price of goods and services shall be paid 30 days from the date of the invoice (this being
called “the due date” in these Terms and Conditions of Sale).
b) for new or used machine sales a 40% deposit will be required with order, the balance to be paid upon
completion of the installation.
c) If any payment by the Buyer under the Contract shall be overdue the Company shall be entitled to charge
interest upon such overdue payment from the due date until payment at the rate of 2% over the base
lending rate of Barclays Bank Plc.
4. Delivery:
Whilst the Company will do it’s best to meet the delivery date requested by the Buyer, if for any unforeseen
reasons, delivery is delayed, the Company will keep the Buyer duly informed, but will not be liable for any loss,
costs, damages or expenses (direct, indirect or consequential) suffered by the Buyer as a result of a delayed
delivery, unless specific terms are agreed for a specific project, duly agreed and signed by both parties.
5. Instalment Contracts:
Where goods are delivered in instalments in accordance with the Buyer’s order, failure to pay any invoice raised in
respect of the instalments and goods delivered, shall (without prejudice to the Company’s rights under Condition 3 ),
entitle the Company to withhold further supplies, until such time as the Buyer’s breach of contract is resolved.
6. Risk and Passing of Title
a) Goods will be at the Buyer’s risk from the time of delivery to the Buyer’s premises, or other specified
delivery address by the Buyer.
b) The Company shall be under no liability to the Buyer in respect of shortage of delivery or damaged to
goods in transit, unless the Buyer notifies the Company in writing of its claim within 24 hours of delivery.
The Company shall be under no liability to the Buyer in respect of goods lost in transit unless the Buyer
shall notify the Company in writing within 7 days of the Company‘s notification of dispatch of goods. If the
Buyer shall fail to notify the Company of any discrepancy within the time limits stipulated in this sub-clause
(b), the goods shall be deemed to have been the Buyer’s risk from the time of dispatch from the
Company’s premises.
c) Legal title to the goods shall remain with the Company until the Company has received all sums owing by
the Buyer whether under the contract or any other account with the Company.
d) The Buyer acknowledges that he is in the possession of the goods solely as bailee for the Company until
such time as all sums owing by the Buyer, whether under the contract or on any other account with the
Company have been paid and until such time as the Buyer shall become the owner of the goods, he shall
store them separately from his own goods and in such a way as makes them readily identifiable as the
goods of the Company.
e) The Buyer’s right to possession of the goods shall cease if the Buyer not being a company, commits an act
of bankruptcy or suffers a bankruptcy order to be made against him, or makes a proposal to his creditors
for a composition in satisfaction of his debts or a scheme of arrangement of his affairs being a proposal
which provides for some person to act in relation to the composition or scheme either as trustee or
otherwise for the purpose of supervising its implementation, or if the Buyer being a company, suffers or
permits the appointment of an administrator or administrative receiver (as those expressions are defined
in the Insolvency Act 1985), over the whole or any of its assets, or if a petition is presented for the winding
up of the Buyer, or if the Buyer convenes a meeting of it’s creditors for the purpose of winding up. For the
purpose of the recovery of its goods, the Company may enter upon the premises where they are stored
and repossess them.
7 Warranty:
a) The Company warrants that the goods shall at the time of delivery be free from any patent defects in
workmanship and materials. If any goods do not conform to this warranty, the Company will at it’s option:-
i)replace the goods found not to conform to the warranty, or
ii)take such steps as the Company deems necessary to bring the goods into a state
where they are free from such defects, or
iii) take back the goods found not to conform to the warranty and refund a proportionate
part of the purchase price.
Provided that the liability of the Company shall in no event exceed the purchase price of
the goods
b) The foregoing warranty is conditional upon:
i)the Buyer giving written notice to the Company of the alleged defect in the goods
within 24 hours of delivery of the goods: and
ii)the Buyer affording the Company a reasonable opportunity to inspect the goods and,
if so requested by the Company, returning the allegedly defective goods to the
Company’s premises, packed and carriage pre-paid to enable inspection to take place
there; and
iii)the Buyer making no further use of the goods that are alleged to be defective after
the time at which the Buyer discovers or ought reasonably to have discovered that they
are defective.
c) Save as provided in paragraph (a) of this condition:
i)all conditions or warranties express or implied statutory or otherwise, or as to the
quality or fitness for purpose of the goods or otherwise howsoever are hereby excluded;
and
ii)the Company shall be under no liability for any loss or damage (whether direct,
indirect or consequential) howsoever arising suffered by the Buyer.
8 Infringements of Patents etc.
The Buyer shall indemnify the Company against all damages, costs and expenses suffered or incurred as a result of
the work done or materials supplied in accordance with the Buyer’s specification which involves the infringement or
alleged infringement of any patent registered design or other intellectual property or equitable right of any third
party.
9 Force Majeure
The Company shall have the right without incurring any liability to the Buyer, to cancel the Contract or reduce the
volume of goods delivered, if it is prevented from or hindered in delivering the goods as a result of any
circumstances beyond it’s control including (but not limited to) Industrial action, war, fire, or prohibition or enactment
of any kind.
10 Sub-Contracting
The Company shall be entitled to sub-contract any of it’s obligations under the Contract.
11 Law
All matters relating to the formation, performance and discharge of the Contract shall be governed by English Law.
