| 1. | Definitions: | |
| In these Terms and Conditions of Sale, “Seller” means HART Expert Ltd; “Buyer” means the person, firm, company or corporation by whom the order is given; “Goods” means the goods (including any Software and Documentation, as defined in Clause 7) described in Seller’s acknowledgement of Order form; “Services” means the services described in Seller’s acknowledgement of Order Form; “Contract” means the written agreement (including these Terms and Conditions) made between Buyer and Seller for the supply of the Goods and/or provision of Services; “Contract Price” means the price payable to Seller by Buyer for the Goods and/or Services and “Seller Affiliate” means any company which is for the time being directly or indirectly controlled by the ultimate parent company of Seller. For the purposes of this definition, a company is directly controlled by or is a subsidiary of another company or companies which holds 50% or more of the shares carrying the right to vote at a general meeting of the first mentioned company and a particular company is indirectly controlled by another company or companies if a series of companies can be specified, beginning with that company or those companies and ending with the particular company, so related that each company in the series is directly controlled by one or more of the companies earlier in the series. | ||
| 2. | Formation and interpretation of contracts: | |
| 2.1 | All contracts of sale shall be deemed to incorporate these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller’s quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller. | |
| 2.2 | The Contract shall become effective only upon the date of acceptance of Buyer’s order on Seller’s Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the “Effective Date”). If the details of the Goods or Services described in Seller’s quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply. | |
| 2.3 | No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected. | |
| 2.4 | The application of the Uniform Laws on International Sales and the Convention on Contracts for the International Sale of Goods shall be excluded. The construction, validity and performance of all contracts shall be governed by English law and any claim or dispute arising from them shall without prejudice to the Seller’s other rights be subject to the jurisdiction of and be determined by the English Courts. | |
| 2.5 | The complete or partial invalidity or unenforceability of any provision herein shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions. Any such provision shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance. | |
| 2.6 | The headings used herein are for convenience only and shall not affect construction; and “all Liabilities in relation to” means “all liabilities, losses, damages, costs (including without limitation legal costs on a full indemnity basis) and VAT, expenses, actions, claims, proceedings and demands whatsoever arising directly or indirectly out of or in connection with”. | |
| 3. | Validity of Quotation and Prices: | |
| 3.1 | Unless previously withdrawn, the Seller’s quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date. | |
| 3.2 | Prices are firm for delivery within the period stated in the Seller’s quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside the United Kingdom in connection with the performance of the Contract, except where expressly stated. | |
| 3.3 | Prices (a) are for Goods delivered EXW (Ex-works) Seller’s shipping point, exclusive of freight, insurance and handling and (b) unless otherwise stated in the Seller’s quotation, are exclusive of packing. If the Goods are to be packed, packing materials are non-returnable. | |
| 4. | Payment: | |
| 4.1 | Where credit is allowed by the Seller then payment shall be made without right of set off on a 30 day basis to the Seller’s designated bank account in the UK in sterling provided that no other basis of payment is set by the Seller. | |
| 4.2 | Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller’s quotation to the Seller’s designated bank account within thirty days of date of invoice unless otherwise specified by Seller. Goods will be invoiced at any time after their readiness for despatch has been notified to Buyer. Services will be invoiced monthly in arrears or, if earlier, upon completion. | |
| 4.3 | Time is of the essence in relation to payment. Without prejudice to Seller’s other rights, Seller reserves the right to: (i) charge interest on any overdue sums at 4% above the base lending rate of Barclays Bank plc (or such higher rate stipulated by applicable law) during the period of delay; (ii) suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in Seller’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other contract; and (iii) at any time require such reasonable security for payment as Seller may deem reasonable. | |
| 5. | Despatch and delivery: | |
| 5.1 | Any stated delivery date is an estimate and the Seller will use all reasonable endeavours to meet any such date but shall not incur any liability for any loss or damage or involve any contractual obligations resulting from any delay. All periods stated for delivery or completion run from the Effective Date. | |
| 5.2 | If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly. | |
| 5.3 | If delivery is delayed due to any act or omission of Buyer, or if having been notified that the Goods are ready for despatch, Buyer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into a suitable store at Buyer’s expense. Upon placing the Goods into the store, delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly. | |
| 5.4 | Unless otherwise expressly stated in the Contract, the Goods will be delivered Carriage Paid To (CPT) the destination named in the Contract; freight, packing and handling will be charged at Seller’s standard rates. Risk of loss of or damage to the Goods shall pass to Buyer upon delivery and Buyer shall be responsible for insurance of the Goods after risk has so passed. Alternatively, if it is expressly stated in the Contract that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Seller’s standard rates. “Ex-works”, “FCA”, “CPT” and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms. | |
| 5.5 | In contracting for carriage and/or insurance of the goods in transit, the Seller shall be deemed to act solely as agent of the Buyer and Section 32(2) and (3) of the Sale of Goods Act 1979 shall not apply. | |
| 5.6 | The Buyer must (a) examine the goods on delivery, (b) notify the Seller and any carrier in writing of any shortage or damage within four days after the date of delivery and of non-delivery within 14 days otherwise goods shall be deemed accepted by the Buyer. | |
| 5.7 | The Buyer shall be responsible for all costs incurred by the Seller where the Buyer fails to accept delivery of goods and the Seller shall have a lien over such goods. | |
| 5.8 | Any stated dimension or weight is an estimate only. | |
| 5.9 | The Seller may deliver the goods by instalments, each instalment to be deemed to be a separate contract. Without limiting the other provisions herein, no failure or defect in delivery in respect of any contract or instalment shall enable the Buyer to repudiate or cancel any other contract or instalment. | |
| 6. | Property: | |
| The property in the goods supplied shall not pass to the Buyer until receipt by the Seller of payment in full. Until such payment the Buyer shall be bailee of the goods. | ||
| 7. | Documentation and software: | |
| 7.1 | Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods (“Software”) and documentation supplied with the Goods (“Documentation”) shall remain with the relevant Seller Affiliate (or such other party as may have supplied the Software and/or Documentation to Seller) and is not transferred hereby to Buyer. | |
| 7.2 | Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free licence to use the Software and Documentation in conjunction with the Goods, provided that and for so long as the Software and Documentation are not copied (unless expressly authorised by applicable law) and Buyer holds the Software and Documentation in strict confidence and does not disclose them to others, or permit others to have access to them (other than Seller’s standard operating and maintenance manuals). Buyer may transfer the foregoing licence to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Clause 7. | |
| 7.3 | Notwithstanding Sub-clause 7.2, Buyer’s use of certain Software, (as specified by Seller and including but not limited to control system and AMS Software) shall be governed exclusively by the applicable Seller Affiliate or third party licence agreement. | |
| 7.4 | Seller and Seller Affiliates shall retain ownership of all inventions, designs and processes made or evolved by them and save as set out in this Clause 7 no rights in intellectual property are hereby granted. | |
| 8. | Specifications, descriptions and drawings: | |
| 8.1 | All performance figures, specifications, descriptions, drawings and samples of goods are approximate only being intended to serve merely as a guide, and the Seller shall not be liable for their accuracy. The Seller may without limitation alter the goods to introduce improvements, and no contract shall be a contract by description and/or sample. | |
| 8.2 | All drawings, designs and quotations for which goods are not subsequently ordered by the Buyer shall remain the property of the Seller and be treated as confidential by the Buyer and not used in any way. The Seller shall have no liability in relation to any such drawings, designs or other information. | |
| 9. | Warranty: | |
| 9.1 | Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that Goods manufactured by Seller and/or Seller’s Affiliates shall conform with Seller’s specifications therefor and be free of defects in materials and workmanship and (iii) that Services provided by Seller or Seller Affiliates will be performed with all reasonable skill, care and due diligence and in accordance with good engineering practice. Seller will make good, by repair or at Seller’s option by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller’s Affiliates’ manufacture and which are reported to Seller within 12 calendar months from putting such Goods into operation or 18 calendar months after their delivery, whichever period expires the sooner, (90 days after delivery in the case of Consumables and spare parts) (the “Warranty Period”) and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. Replaced items shall become the property of Seller. Repaired or replacement items will be delivered by Seller at Seller’s cost to Buyer’s mainland site in the United Kingdom or, if Buyer is located outside the United Kingdom, FCA in the United Kingdom. Seller will correct defects in Services provided by Seller or Seller Affiliates and reported to Seller within ninety days after completion of such Services. Goods or Services repaired, replaced or corrected in accordance with this Clause 9.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later. | |
| 9.2 | With regard to Goods or Services sourced by Seller from a third party (not being a Seller Affiliate) the Seller shall, to the extent that it is entitled to do so, assign or at its discretion use its reasonable endeavours otherwise to make available, to the Buyer, at the Buyer’s expense and on the basis of an indemnity (secured if appropriate) against all Liabilities in relation thereto, the benefit of any obligations and Liabilities in respect of such defect which the Seller may be owed by the manufacturer and/or supplier of the goods or any part or component thereof. | |
| 9.3 | Notwithstanding Clauses 9.1 and 9.2, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller’s storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorised by Seller in writing; nor the use of non-authorised software or spare or replacement parts. Seller’s costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it. | |
| 9.4 | Subject to Clause 10.1, the foregoing constitutes Seller’s sole warranty and Buyer’s exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods or Services. | |
| 10. | Limitation and exclusion of liabilities: | |
| 10.1 | Notwithstanding any other provision of the Contract, but subject to Sub-clause 10.2, and without prejudice to Sub-clause 10.3, Seller’s and Seller’s Affiliates’ combined maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with this Contract or any collateral contract between the parties, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of Intellectual Property Rights or otherwise, shall in no circumstances exceed the lesser of: (i) £1,000,000 or (ii) the Contract Price. | |
| 10.2 | Notwithstanding any other provision of the Contract but without prejudice to Sub-clause 10.3, neither Seller nor Seller’s Affiliates shall be liable under or in connection with this Contract or any collateral contract between the parties, for any: (i) loss of income; (ii) loss of actual or anticipated profits; (iii) loss of anticipated savings; (iv) increased costs of any kind; (iv) loss of business; (v) loss of contracts; (vi) loss of goodwill or reputation; (viii) loss of, damage to or corruption of data; (ix) claims of Buyer’s customers or (x) any indirect or consequential loss or damage of any kind, howsoever caused and whether arising in or by virtue of: (i) breach of contract; (ii) tort (including negligence); (iii) misrepresentation; (iv) breach of statutory duty; (v) strict liability; or (vii) infringement of Intellectual Property Rights, whether or not such loss or damage was foreseeable or in the contemplation of the parties. | |
| 10.3 | Nothing in this Contract or any collateral contract shall exclude or in any way limit Seller’s or Seller’s Affiliates’ liability (i) for fraud, (ii) for death or personal injury caused by Seller’s negligence (including negligence as defined in the Unfair Contract Terms Act 1977), (iii) for breach of terms implied as to title by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or (iv) for any liability to the extent that such liability may not be limited or excluded as a matter of law. | |
| 10.4 | The Buyer shall not rely upon any representation concerning any goods supplied unless the same shall have been made by the Seller in writing. | |
| 10.5 | The Buyer acknowledges that this is reasonable and reflected in the price and shall accept risk and/or insure accordingly. | |
| 11. | Inspection, testing, and calibration: | |
| 11.1 | Goods will be inspected by Seller or manufacturer and, where practicable, submitted to Seller’s or manufacturer’s standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Seller’s prior written agreement and Seller reserves the right to charge therefor; if Buyer or its representative fails to attend such tests, inspection and/or calibration after seven days’ notice that the Goods are ready therefore, the tests, inspection and/or calibration will proceed and shall be deemed to have been made in the presence of Buyer or its representative and the Seller’s statement that the Goods have passed such testing and/or inspection and/or have been calibrated shall be conclusive. | |
| 11.2 | Claims for shortfalls in quantity or for incorrect delivery shall be void if made more than 14 days after delivery. | |
| 12. | Instructions and Health and Safety at work: | |
| 12.1 | The Buyer shall observe strictly the provisions of the Seller’s written instructions regarding use and application of the goods together with any revisions thereof and shall ensure that any person other than the Buyer who acquires or has access to the goods is furnished with and observes such instructions. The Buyer shall indemnify the Seller against any loss or liability resulting directly or indirectly from any breach by the Buyer of its obligations hereunder. | |
| 12.2 | The Buyer shall be solely responsible for and shall keep the Seller indemnified against all Liabilities incurred by the Seller in relation to any use of the goods other than in strict accordance with the Seller’s installation, operating and maintenance instructions. | |
| 13. | Force majeure: | |
| 13.1 | The Contract (other than Buyer’s obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses), or labour trouble, strike, lockout or injunction. Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licences or authorisations or has qualified for general licences or licence exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time (including without limitation those of the United States, the European Union and the jurisdiction in which Seller is established or from which the items are supplied). If for any reason any such licenses, authorisations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the Contract, or would in the reasonable judgement of Seller otherwise expose Seller and/or Seller’s Affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligations under the Contract. | |
| 13.2 | If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination. Seller may deliver by instalments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the instalments in accordance with their terms shall not entitle Buyer to terminate the whole Contract or treat it as repudiated. | |
| 14. | Events of default, termination, repossession, suspension: | |
| (a) | If the Buyer fails to pay the price when the same is due or otherwise breaches any contract with the Seller and the breach, if remediable and previously notified to the Buyer thereof, is not remedied within seven days; or | |
| (b) | If the Buyer is or otherwise becomes insolvent (as defined in the Insolvency Act 1986) or suspends payment or threatens to do so; or | |
| (c) | If the Buyer or any of its assets become subject to any form of winding up, administration, receivership, insolvency proceedings, arrangements with creditors generally, enforcement of security or legal process or repossession; or | |
| (d) | If outside England and Wales, anything corresponding to any of the above occurs. | |
| Then the Buyer shall notify the Seller forthwith and shall be deemed to have repudiated each contract with the Seller, who may (at its discretion and without prejudice to its other rights hereunder or otherwise) by and/or following written notice to the Buyer do any one or (to the extent not inconsistent with one another) more of the following:- | ||
| (i) | terminate, cancel and/or rescind the contract and any other contracts or suspend any deliveries to be made under any contract with the Buyer; | |
| (ii) | revoke any express or implied authority to sell, use or consume any goods the property in which has not passed to the Buyer (“relevant goods”); | |
| (iii) | require the Buyer to deliver to the Seller any relevant goods; and the Buyer shall do so, failing which the Seller may repossess them, enter the premises where they are or are thought to be and sever them there from, without liability for any resulting damage and the Buyer shall indemnify the Seller against all Liabilities in relation thereto. | |
| 15. | Cancellation of order: | |
| 15.1 | In the event of cancellation or termination by the Buyer of any order or part thereof, then the Seller shall be entitled to recover from Buyer or Buyer’s representative all costs and damages incurred by Seller as a result of such cancellation, including a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads). | |
| 15.2 | Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Buyer, if (a) Buyer is in default of any of its obligations under the Contract and fails, within 7 (seven) days of the date of Seller’s notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (b) on the occurrence of an Insolvency Event in relation to Buyer. “Insolvency Event” in relation to Buyer means any of the following: (i) a meeting of creditors of Buyer being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to Buyer; (ii) a chargeholder, receiver, administrative receiver or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of Buyer; (iii) Buyer ceasing to carry on business or being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iv) Buyer or its directors or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of , an administrator; (v) a petition being presented (and not being discharged within 28 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of Buyer; or (vi) the happening in relation to Buyer of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. Seller shall be entitled to recover from Buyer or Buyer’s representative all costs and damages incurred by Seller as a result of such cancellation, including a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads). | |
| 16. | Returns and Refunds:
The buyer must notify the seller before returning a product by following the sellers Returns Procedure. Return of products is at the buyers risk unless the return is made in accordance with the sellers Returns Procedure. If the Returns Procedure is not followed the seller takes no responsibility for loss or damage or otherwise for products and packaging materials returned to the seller, this includes but is not limited to: a) Transportation of the product The seller will not process, inspect or test a returned product until a completed Field Service Report (FSR) for the product has been received, as detailed in our Returns Procedure. If the buyer fails to submit a fully completed FSR within two weeks of receipt of the product by the seller, the seller reserves the right to dispose of the returned product and packaging. |
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| 16.1 | Returns made during the first 30 days after receiving the goods: The buyer can initiate a return for a full refund within 30 calendar days of receiving the goods so long as the goods: were supplied ex-stock (and therefore not manufactured specifically for the buyers purchase order), are in an unused condition and returned in the original packaging, return is made in accordance with the sellers Returns Procedure. Under such circumstances the seller will provide a full refund including the original shipping charges. |
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| 16.2 | Replacing defective devices: In cases deemed to be a “valid warranty claim” the seller will pay for transportation within the UK of goods to and from our premises so long as the costs and method have been agreed beforehand (as a guide we will accept costs up to £10.00 which covers the Royal Mail special delivery service). The buyer will be notified of the seller’s intention to either repair or replace the unit and the unit will be dispatched to the buyer as soon as possible. If the seller is unable to return or process the unit for two weeks due to a lack of an appropriate response by the buyer then the seller reserves the right to dispose of the unit. |
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| 16.3 | For cases that are considered “not a valid warranty claim” the buyer will be informed of the inspection and test findings and provided a quotation for the repair or replacement if appropriate. In all cases return of the product to the buyer will be at the buyers cost and risk. If the seller is unable to return or process the unit for two weeks due to a lack of an appropriate response by the buyer then the seller reserves the right to dispose of the unit. | |
| 16.4 | In cases of “No Fault Found” the return of the product to the buyer will be at the buyers cost and risk. If the seller is unable to return or process the unit for two weeks due to a lack of payment or an appropriate response by the buyer then the seller reserves the right to dispose of the unit. | |
| 16.5 | If the buyer requests a repair quotation the seller will forward the findings and report on what work the seller believes is necessary. A repair will NOT return the unit to “as new” condition unless specifically stated in the quotation. Following the repair of a unit a twelve month warranty will be provided only on components that are replaced. Reworked components will only carry a twelve month warranty on the rework. The unit as a whole will not have any new warranty applied to it. In some circumstances it is not possible to guarantee the recommended work will return the unit to a useable condition, if this is the case it will be stated in the quotation. | |
| 16.6 | Lost or stolen shipments: Short or damaged deliveries must be notified to the seller within 4 days and any non-delivery within 14 days. |
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| 16.7 | Undeliverable packages: The seller cannot ship orders to certain places (like PO boxes, military bases, and specific regions). If the seller can’t deliver the goods due to the given delivery address being invalid for delivery of goods, the goods will be returned to the seller and the seller may provide a refund excluding the costs of the failed delivery to the buyer. |
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| 16.8 | Service Exchange: The seller does not provide service exchange goods, instead, if the buyer requires immediate replacement of goods, the buyer will need to raise an order for a new replacement product. At the time of ordering the buyer must state that the order is for a replacement product and quote the RR number as detailed in the Returns Procedure. If the sellers investigation of the returned goods shows it is a “valid warranty claim” the buyer will receive either a) the repaired unit and sufficient credit on the new goods ordered, such that the buyer will only be charged 75% of its list price, or b) if the goods are not repairable the buyer will receive full credit for the new goods ordered and the seller will dispose of the returned goods. However, if it is deemed “not a valid warranty claim” the buyer will not receive any credit and will therefore have to pay for the new goods, and the buyer will further need to decide whether to proceed with the cost of repairing the returned goods. |
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| 17. | Statutory and other regulations: | |
| 17.1 | If Seller’s obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller’s quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller’s obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate. | |
| 17.2 | Except to the extent otherwise required by applicable law, Seller shall have no responsibility for the collection, treatment, recovery or disposal of (i) the Goods or any part thereof when they are deemed by law to be ‘waste’ or (ii) any items for which the Goods or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislation, European Directive 2002/96/EC (WEEE) and related legislation in EU Member States, to dispose of ‘waste’ Goods or any part thereof, Buyer shall, unless prohibited by applicable law, pay Seller, in addition to the Contract Price, either (i) Seller’s standard charge for disposing of such Goods or (ii) if Seller does not have such a standard charge, Seller’s costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Goods. | |
| 17.3 | Buyer’s personnel shall, whilst on Seller’s premises, comply with Seller’s applicable site regulations and Seller’s reasonable instructions, including but not limited to those relating to safety, security and electrostatic discharge. | |
| 18. | Compliance with laws | |
| Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorisations, general licences or licence exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology. In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licences, authorisations or licence exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements. | ||
| 19. | Miscellaneous | |
| 19.1 | The Seller’s rights under these Conditions are in addition to any other rights which the Seller may have under the general law or otherwise. | |
| 19.2 | If the Buyer comprises two or more persons, their obligations are joint and several. | |
| 19.3 | The Buyer shall not assign, mortgage, charge, sub-let or otherwise dispose of any contract or any rights or obligations thereunder in whole or in part without the Seller’s prior written consent. Any of the same purported to be effected without such consent shall be void. | |
| 19.4 | If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract. | |
| 19.5 | Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract. | |
| 19.6 | The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof. | |
| 19.7 | GOODS AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer (i) accepts Goods and Services in accordance with the foregoing restriction, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and (iii) agrees to defend, indemnify and hold harmless Seller and Seller’s Affiliates from any and all claims, losses, liabilities, suits, judgements and damages, including incidental and consequential damages, arising from use of Goods and Services in any nuclear or nuclear related applications, whether the cause of action be based in tort, contract or otherwise, including allegations that the Seller’s liability is based on negligence or strict liability. | |
| 20. | Industrial property: | |
| 20.1 | The Seller shall not be liable for any infringement of any industrial property rights caused by the goods or their use or sale by the Buyer. The Buyer shall forthwith notify the Seller of any allegation of any such infringement. The Seller may at its own expense conduct any negotiations or proceedings arising from any such allegation; and the Buyer shall assist therein. | |
| 20.2 | The Buyer shall have no rights to any intellectual property owned by the Seller other than to re-sell the goods under the trade mark applied by the Seller. The Buyer shall not without the Seller’s prior written consent allow any trademarks of the Seller or other words or marks applied to the goods to be obliterated, obscured or omitted or add any additional marks or words. | |
| 21. | Notices: | |
| 21.1 | Any notice under these Conditions or any relevant contract to the Seller shall be in writing and given by post or hand delivered to HART Expert Ltd, 31 Kingfisher Way, Romsey, Hampshire, SO51 7RY for the attention of the Company Secretary or to such other address or for the attention of such person as the Seller may notify to the Buyer. | |
| 21.2 | Any notice under these Conditions or any relevant contract to the Buyer shall be in writing and given by post or hand delivered to any address from which the Seller has received communications from the Buyer in connection with these Conditions. | |
Standard Terms and Conditions of Sale
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