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Terms and Conditions of Sale |
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SINGER INSTRUMENT CO LTD CONDITIONS OF SALE
The 'Seller':-
Singer Instrument Co Ltd, registered office: Roadwater,Watchet,Somerset TA23 0RE ENGLAND. Unless otherwise stated in writing the following conditions shall apply:
1. QUOTATIONS AND ACCEPTANCE
a Quotations are valid only for thirty (30) days and are given subject to and only upon these terms and conditions and represent no obligation until the Seller accepts the Purchaser's Order in writing.
b The Seller's conditions shall apply to the entire exclusion of those of the Purchaser, and no course of dealing established between the Seller and Purchaser and no variation thereof shall be binding upon the Seller unless and until accepted in writing by a duly authorised person on behalf of the Seller.
c Telephone, fax & email orders will be accepted only with the Purchaser's official order number.
2. PRICE AND PAYMENT
a The contract price excludes Value Added Tax or any other tax or duty payable and shall be payable by the Purchaser in the same manner as the contract price.
b Payment shall be made (except where the Seller stipulates C.W.C. or C.O.D. terms) not later than 30 days following the date of the invoice ("the Due Date"). All payments shall be made in full.
c Payments for exports from the UK through an irrevocable Letter of Credit established in favour of the Seller and confirmed by a London Clearing Bank. The Letter of Credit shall (i) have an initial validity equal to the delivery period plus one month, (ii) permit part shipments and (iii) provide for the release on each shipment of 100% of the contract value thereof. No liability to deliver goods shall arise before the Seller receives such a Letter of Credit.
3. DELIVERY
a Delivery will be in accordance with the Purchase order. Any applicable C.O.D. charges will be added to the price of the goods.
b Any delivery period quoted is an estimate only and commences from the Seller's acknowledgement of the Purchaser's order. Provided the Seller takes all reasonable steps to deliver the goods at the time stated the Seller shall be under no liability for any delay of failure in delivery.
c If the goods have not been received within 20 clear working days of the delivery date notified to the Purchaser by the Seller or if they have been received but appear to be in a damaged condition or if there are shortages then the Purchasers shall give written notice to the Seller followed by a detailed claim within thirty days. If such notice is not so given the Seller shall not be liable to the Purchaser in respect of any loss or damage suffered by reason of non delivery short delivery or damage which is apparent upon inspection and the Purchaser shall accept liability as if all the goods had been received and shall not claim against the Seller in respect of non delivery or damage in transit.
d The Purchaser is responsible for providing any necessary unloading facilities at the place of delivery and the Seller shall not be liable for any loss or damage arising as a result of the lack or inadequacy thereof .
4. RETENTION OF TITLE
a Property in the goods and in all goods supplied or to be supplied by the Seller to the Purchaser (whether or not the same shall have been paid for) shall remain in the Seller until payment in full therefore by the Purchaser.
5. DESCRIPTION AND DATA
a Where the Seller is the manufacturer goods will be supplied substantially as described but the right is reserved to make design changes. Where the Seller is not the manufacturer, goods will be supplied to the manufacturer's current specification and finish.
b The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature.
6. GUARANTEE
a The Seller at its discretion guarantees to repair or replace, free of charge, any of the goods found to its satisfaction to be defective within 12 months of the date of delivery to the Purchaser owing to faulty design, materials (save where either are the fault of the Purchaser) or workmanship, provided that the goods have not been modified or repaired other than by the Seller and have been operated, stored and maintained within the Seller's recommendations for use. In the case of goods repaired or replaced by the seller the guarantee shall terminate at the end of the original guarantee period.
b The Seller's obligations do not apply if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to Product by Customer where this software or hardware has not been supplied by the Seller, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe lab or office environment.
c Goods returned under this guarantee must be delivered to the Seller's premises
d The Seller's liability is the sole liability of the Seller as regards the quality, fitness, description of the goods. All other representations warranties conditions terms and statements in such regard, express or implied, statutory or otherwise are excluded save where not capable of exclusion at law.
7. SERVICE EXCHANGE & REPAIR
a The seller can provide a service facility in respect of selected products. A standard charge for each product will be made when they are not eligible for claims under warranty, whether by reason of the time which has elapsed since purchase or for some other reason.
8. GOODS NOT MANUFACTURED BY THE SELLER
a Goods not manufactured by the Seller and all software are supplied on condition that the Seller's liability in contract, tort or otherwise shall in no circumstances extend beyond the liability to the Seller of the manufacturer or supplier of such goods or software.
b By ordering goods or software the Purchaser agrees to (i) comply with the terms of any licence granted to the Seller in respect thereof and (ii) indemnify the Seller and keep it indemnified against any claim made by the relevant licensor against the Seller as a result of any act or omission on the part of the Purchaser.
9. FORCE MAJEURE
The Seller shall have no liability in respect of failure or delay or in performance of any obligations under the contract due to any cause outside the Seller's control including but not limited to act of God, fire, war, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier carrier or sub-contractor to deliver on time.
10. PRICE VARIATION
The Seller reserves the right to increase the price of the goods in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, labour, materials, transport and taxes).
11. INTELLECTUAL PROPERTY RIGHTS
a The Purchaser warrants that any design and specifications supplied or specified to it by the Seller will not involve the infringement of any IPR in the manufacture and sale of the goods by the Seller.
b The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any IPR arising out of or in connection with the matters described in paragraphs (a) and/or (b) above.
c The Purchaser undertakes to ensure that its directors employees and agents shall keep secret and confidential and shall not use copy adapt alter or part with possession of or disclose to any other person any information or material of a technical or business nature relating in any manner to the business or products of the Seller.
12. U.S. EXPORT CONTROL REGULATIONS
The Seller shall in no circumstances be liable for any damage, loss or claim howsoever, occasioned by any act or omission on the part of the Purchaser in contravention of any regulations issued by the United States Government concerning the export of goods, services or technology. Any goods supplied by the Seller whose export from the United Kingdom is restricted by any aforementioned regulations shall not be exported by the Purchaser without the prior approval of the relevant authorities concerned with the administration of such regulations.
13. LIMITATION OF LIABILITY
a Save in the case of personal injury or death caused by the negligence of the Seller and other than as provided in Conditions 7 and 8, the Seller shall not be liable in contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Seller.
14. CANCELLATION AND RETURNED GOODS
a Cancellations will not be accepted for non-standard items.
b Except as provided in Condition 6 no returns are permitted without the Seller's previous agreement.
15. TERMINATION
If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Purchaser's business, the Seller may without prejudice to any rights which may have occurred or which may occur to it terminate the contract summarily by writing notice.
16. LAW
Any question relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England.
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T & C 
