Total Inventory Solutions Limited T/a Totis Terms and conditions of
sale.
GENERAL
1, in these Conditions of Sale:
“The Company” means Totis Ltd “The Buyer” means the person, firm or
Company ordering or buying goods from the Company.
“The Goods” mean the Goods the subject matter of the relevant order for
sale.
2. No contract in respect of the Goods between the Company and the buyer
shall exist until the Buyer’s order has been accepted by the Company. In
the event that the Buyers order seeks to make the sale subject to terms
different from these conditions, acceptance of the Buyers order by the
Company (whether or not such acceptance is accepted by formal order
acknowledgement) shall be deemed to be a fresh offer by the Company on
the basis of these conditions. In which event (unless these conditions
are accepted by the Buyer prior to delivery) acceptance of delivery of
the Goods by the Buyer shall constitute acceptance of the Company’s
offer and the contract of Sale shall be formed at that moment. No
conditions or terms stipulated in any other communications or document
shall vary or annul any of these conditions except insofar as the same
are expressly consented to in writing by the Company.
PRICE
3. Quoted prices include the cost of normal packaging but exclude
delivery, transit insurance (which is carried at extra cost) VAT or
installation charges (where applicable). Any work carried out additional
to that specified in the relevant quotations or order, whether
experimentally or otherwise, shall be charged.
4. The prices for the Goods shall be those ruling at the date of
despatch and the Company reserves the right to amend its quoted prices
at any time prior to the date of despatch.
DESPATCH AND PAYMENT
5. (a) unless otherwise stated the price quoted is packed ex our
warehouse. An extra charge may be levied to cover delivery and insurance
costs. A charge may be made to cover any extra costs involved in
delivery to a different address.
(b) Should expedited delivery be agreed an extra may be charged to cover
any overtime or any other additional costs involved.
(c ) Should work be suspended at the request of or delayed through any
default of the Buyer for a period of 30 (Thirty) days the Company shall
then be entitled to payment for work already carried out, materials
specially ordered and other additional costs including storage.
CREDIT POLICY AND PAYMENT INFORMATION
6. If you do not have a credit account open with us, please ask for a
credit application form. Accounts usually take 2 working days to set up,
but this period can be reduced if specifically requested. Our credit
controllers will be pleased to assist with any problems related to
credit.
We are pleased to offer credit terms to qualified parties. Our credit
terms are 30 (Thirty) days NET from date of invoice. Statements are sent
out at monthly intervals to enable you to check your current invoices
paid and due. Accounts with overdue balances will be placed on credit
hold. This means that no further Goods will be shipped and all support
and repair/Warranty services withdrawn until the account is brought into
order. Repeated failure to keep to our credit terms will result in the
permanent loss of credit facilities.
RETENTION OF TITLE
7. The Company and the Buyer expressly agree that until the Company has
been paid in full for the Goods comprised in this or any other sales
contract between them and all outstanding amounts due to the Company
from the Buyer or any associated or subsidiary or holding company of the
Buyer or from any Director or shareholder of the Buyer or any other such
company.
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The Goods shall remain the property of the
Company and the buyers, as bailees of them for the Company will
store the same for the Company in a proper manner without charge
and in such a way that the Goods are clearly identified as being
the property of the Company, not withstanding that the risk
therein shall pass to the buyer as provided herein.
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At any time the Company may recover from the
buyer the Goods remaining in the buyers possession and for the
purposes thereof may enter upon any premises of or occupied by
the buyer or any third party (with the consent of the third
party).
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The Buyer has the right to dispose of the
Goods in the course of its business for the account of the
Company and pass good title to the Goods to their customers
being bona fide purchasers for value without notice of the
Company’s` rights.
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In the event of such disposition the Buyer or
its Director(s) (if a Limited Company) has the fiduciary duty to
account to the Company for proceeds thereof but may retain there
from an excess of such proceeds over the amount outstanding to
the Company under this or any other sales contract between them
and for all outstanding amounts due to the Company from the
Buyer or any associated or subsidiary or holding Company of the
Buyer or from any Director or shareholder of the Buyer or any
other such Company.
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8. Not withstanding the processing condition, all
risk in respect of the Goods shall be assumed by the Buyer upon the
delivery of the same to him.
BUYERS PROPERTY
9. (a) the Buyer’s property supplied to the company by or on behalf of
the Buyer shall, while it is in the possession of the Company or in
transit to or from the Buyer, be deemed to be at the Buyers risk and the
buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge for the
storage of any of the Buyer’s property with the Company before the
receipt of the order or after notification to the buyer of the
completion of the work.
LOSS OR DAMAGE IN TRANSIT OR NON-DELIVERY
10. The buyer shall examine the Goods immediately when they are
delivered to him. The Company reserves the right to reject claims in
respect of shortages or damage in transit or non-delivery of the Goods,
or in the case of no delivery, 3 (three) working days after the due date
for delivery.
LATE DELIVERY
11. While the Company will use its best endeavours to deliver the Goods
in accordance with the Buyer’s requirements, the Company will not be
liable for any consequences of late delivery how so ever caused.
DEFECTIVE PRODUCTS
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The Company’s liability (both in contract and
in tort) in respect of defects in the Goods shall be limited to
the replacement of the faulty items or material, or the issue of
credit notes in respect thereof, or the granting of refunds or
other such compensatory measures as the Company at its
discretion considers appropriate in the circumstances. Such
measures shall relate only to the faulty items or their value,
and the Company shall not in any circumstances be under any
liability to the buyer in respect of indirect or consequential
loss or damage, loss of profits sustained by the buyer PROVIDED,
always that these conditions do not exclude or restrict the
Company’s liability for death or personal injury rising from its
negligence.
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A returns authorization number must first be
obtained from our Returns Department either by telephone or
letter. Returned goods must be clearly marked with a valid
returns number as supplied by the Company.
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Goods returned must be in the original
packaging and in a clean resalable condition. Good not in this
condition will at our discretion either be refused or subject to
a restocking fee. We will not be responsible for goods returned
to us that are lost in transit.
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The Company reserves the right to charge a
25% handling fee for goods
that are returned because they are not required
EXPORT CONTROL
13. The buyer shall not resell outside the UK any of the products
covered by the export of Goods (control). Act 1987 (or any amendment
thereof) of the Export Administration Act 1979 (as amended) of the USA
(or any other re-enactment thereof) without obtaining all necessary
licenses hereunder and will not resell such goods within the UK to a
purchaser knowing (or being given reasonable grounds to suspect by the
purchaser) that the purchaser intends to export such goods without first
obtaining either such licenses or a copy of such licenses obtained by
the purchaser.
FORCE MAJEURE
14. The Company reserves any right to cancel, vary or suspend the
operation of contract of sale if events occur which are in the nature of
Force Majeure including (without prejudice to the generality of the
foregoing) fire, floods, storms, plant breakdown, strikes, lockouts,
riots, hostilities, non-availability of materials or supplies or any
other event outside the control of the Company and the Company shall not
be held liable for any breach of contract resulting form such an event.
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CANCELLATION
15. The Company may withhold or cancel further or any deliveries
under the contract of sale and may recover all losses resulting
therefrom if the Buyer:
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Fails to make payment on the due date under any
contract with the Company, or
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Enters into a composition with its creditors, or
(being a company) has a receiver appointed or passes a resolution
for winding up or if a court shall order it to be wound up, or
commits on an available act of bankruptcy, or
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Is in breach of any items and conditions
contained herein (not withstanding that on a former occasion or
occasions it has waived its rights).
The exercise of rights under condition 15 shall be without prejudice
to the Company’s other rights of remedies.
LAW
16. The parties agree to submit to the exclusive jurisdiction of the
English courts. |
