1. These Conditions form the whole of the contract between the Seller and the Buyer and shall prevail over any conditions or terms of trading of the Buyer whether or not notified to the Seller before or after the date hereof. All or any business undertaken by the Seller is transacted on the terms set out in these conditions and are deemed to be incorporated in any agreement or contract whether oral or written between the Seller and the Buyer. No variation of these terms is capable of being binding unless signed by a manager or director of the Seller. No person has the authority on behalf of the Seller to make any representation or give any collateral warranty in respect of the subject matter of this contract. Except as specifically provided herein all terms of conditions warranties guarantees undertaking or representations whether expressed or implied by statute common law or otherwise or arising from conduct or a previous course dealing or trade or cus- tom or usage or agreed or offered orally or in correspondence or otherwise are hereby excluded.
2. This is a firm contract and is binding on both the Seller and the Buyer save that the Seller can rescind this contract at any time upon investigation of the Buyer’s financial or trade status. The Seller shall give immediate written notice of any such rescission to the Buyer and shall not be liable to make any payment to him by way of compensation or damages.
3. The Seller reserves the right to alter the specification of the goods or the prices which are given to the Buyer without prior notice up and until receipt of a correct and valid order. Following acceptance of the order, all goods will be supplied and charged according to the specification and prices stated.
4. (a) The Seller will use all reasonable endeavours to deliver the goods by the agreed date but time of delivery shall not be of the essence of the contract nor shall the Seller be liable for damages for late delivery (whether direct or consequential) for loss of profit or other- wise.
(b)The Buyer will accept all goods on the date on which they are delivered by the Seller. The Seller will not store any goods on behalf of the Buyer after such date.
(c)The Seller will have no liability if it fails to deliver the goods for any reason whatsoever beyond its control.
(d)All prices quoted are exclusive of Value Added Tax.
5. Unless otherwise stated in writing terms of payment will be:
(a)For approved account holders net monthly account or as stated as the due date on the invoice unless otherwise agreed in writing. Time is of the essence with regard to such payment. Failure to do so may at its sole discretion limit further orders until account is brought upto date.
(b)For non-account holders payment is required by Pro-forma invoice.
(c)If payment is not made by the due date interest of 3% above Natwest Bank Plc base rate will apply.
(d)If the Buyer makes payment of any goods by way of cheque and such cheque is not honoured upon first presentation the Seller shall be entitled to claim from the Buyer all bank charges incurred as a result of such dishonour together with the Seller’s own administrative charges incurred by the Buyer’s bank failing or refusing to honour such cheque on its presentation and all presentations. Such sums shall be paid in addition to the amount due in respect of the goods and interest shall continue to be charged in accordance with sub-clause (c) of this clause until value is received by the Seller in full.
(e)Each and every sub-clause of this clause is separate and several from the remainder of the contract.
6. It shall be a pre-condition to the making of any claim of any kind against the Seller that written notice of such a claim shall have been given to the Seller by the Buyer within three days of delivery of the goods or where a claim is sought to be made in respect of goods which have not been delivered within three days of the date of despatch of the invoice relating to those goods.
(a) By accepting our invoice you accept our terms and conditions which replaces your terms and conditions.
7. If goods prove to be defective by reason of any breach of contract on the part of the Seller the Seller’s liability shall extend only to the repair and replacement of the defective goods whichever shall be necessary or in the sole discretion of the Seller the replacement cost of the defective goods should the Seller be unable to repair or replace them. In order that the Seller might meet such a liability the Buyer shall afford the Seller reasonable opportunity to repair or to replace the defective goods as the Seller sees it.
8. In no case shall the Seller’s liability for any breach exceed the replacement cost of the defective goods nor shall the Seller be liable for any consequential loss or damage howsoever caused.
9. These conditions apply with any necessary modification where goods are to be delivered in instalments. Failure to deliver any instalment shall not entitle the Buyer to cancel or refuse subsequent instalments. The Buyer shall accept and pay for each instalment delivered as if the same had been sold under a separate contract such payment shall be a pre-condition to the Buyer’ entitlement to delivery of further instalments or further goods.
10. Complaints by the buyer in respect of goods alleged to be defective shall not be a ground for the Buyer to withhold payment of accounts due to the Seller.
(a)Debit notes will be classed as underpayment and will be deemed owed. Unless approved and authorised credit note is raised by ourselves.
(b)The buyer shall pay all amounts due under the contract in full without any deductions or with holding except as required by law and the buyer shall not be entitled to assert any credit, debit notes, set off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
11. The Buyer shall determine the suitability of products for his intended use and shall not rely on the skill of the Seller or on any presentation made by the Seller or its servants or agents.
(a)The ownership of the goods to be delivered by the Seller will only pass to the Buyer when the Buyer has paid the full price for all goods the subject of this contract and any other contract between the parties (including interest) on any sums not paid on the due date and until such payment the goods are held by the Buyer as bailee for the Seller.
(b)If the Buyer shall sell or purport to sell such goods so as to purport to pass a valid title thereto to a third party the proceeds of such sale shall be held by the Buyer on trust for the seller and shall if not forthwith paid to the Seller be placed in a separate designated bank account.
(c)The goods shall be held by the Buyer in such a manner as to distinguish them from goods not owned by the Seller and shall be separately identified in such a manner as approved of or directed by the Seller.
(d)Until payment of the whole of the price has been paid by the Buyer to the Seller including interest (if applicable) the Seller shall have the right to require the immediate return of the goods and a Licence is hereby granted to the Seller and its representatives to enter the Buyer’s premises or any other premises where the goods are being kept and to remove the goods with the consent of the third party.
(e)The right to trace any money unpaid for goods or for any proceeds of the purported sale thereof into whosesoever hands the same may pass is expressly reserved to the contract.
12. The goods shall be at the risk of the Buyer from the time of delivery and the Buyer shall be responsible for insuring the same against all usual risks in the full value thereof. Until such time as payment for the goods has been made in full any sums received by the Buyer from any insurance company in connection with any claims relating to the goods sold shall be held on trust for the Seller as if it had been a payment by a third party under Clause 13 and upon receipt thereof the Buyer shall immediately remit the proceeds of such insurance claim to the Seller.
13. The Buyer and the Seller exclude any warranty condition or other terms including any fundamental terms as to the merchantable quality, fitness for purpose or other attribute as to the quality of the goods. This contract is not a contract of the sale of goods by sample and if and insofar as the Buyer may have inspected a sample of the goods the same is for the purposes of the Buyer’s information as to the general nature of the goods and did not and was not intended to have any contractual effect and any description of the goods is by way of identification only.
14. The Seller shall have the right to suspend deliveries under this and/or any other contract it may have with the Buyer if the Buyer fails to make payment on the due date for any goods delivered or (although the Buyer is not in arrears of any payment) where the Seller considers that the amount outstanding on the Buyer’s account to be the limit which the Seller is prepared to allow credit.
15. Any claims by the Buyer against the Seller in respect of the goods shall not entitle the Buyer to with- hold payment for any part of the goods or other goods purchased by the Buyer from the Seller nor shall the Buyer be entitled to set-off any such claim against any claim by the Seller for the price nor shall the Buyer be entitled to claim a stay of execution on any judgment in reliance upon such a claim.
16. This contract shall be construed and governed according to the Laws of England and the Buyer hereby agrees to submit to the sole and exclusive jurisdiction of the Courts of England.
All orders are only accepted on the basis of our terms and conditions which include provisions for retention of title. All prices are quoted ex works Welwyn Garden City. Shortages or damages must be reported within 24 hours from receipt of goods, after which time we regrettably cannot be held responsible.
17. DELIVERY CHARGES
All delivery charges are charged at cost. Below are indicative costs at time of publication.
Next Day £10.00
Before 10.30am next day P.O.A.
Before 12.00 noon next day P.O.A.
1 – 2 day £14.50
Post & Packing (Royal Mail) £2.50 minimum subject to parcel weight
Royal Mail Special Delivery – before noon subject to article value and weight
Part shipments will incur additional carriage costs as per the rates above. Charges for carriage are always applicable even if not advised on customer order.
18. RETURNING SUSPECTED FAULTY PRODUCTS
To return a faulty product it is important that the following procedure is observed: Contact Comelit for a RMA number. Return the product(s) together with a completed RMA form quoting all necessary information. All products returned must be in the original packaging. Comelit will inspect and test the product and if in warranty and the product is faulty Comelit will replace and return free of charge. When dealing with confirmed or alleged faulty equipment each situation can differ. Please contact us for further for any clarification that you may require. “P&P costs on the return of goods to Comelit by customers will not be refunded. Product warranty is 2 years
19. PRODUCT RETURNS
Customers who may wish to return equipment for various reasons, with prior consent by Comelit. In order to obtain a credit, the product must be returned within 30 days of purchase and be complete with instructions/packing etc., and in an unused condition. A 15% handling fee will be incurred if the product is returned between 30 days and 60 days after initial purchase. A 15% repackaging fee may be incurred if the product is not returned in a satisfactory state. Products are not eligible for return after 60 days from initial purchase.
Contact Comelit for a returns number a RMA number. Return product together with completed RMA form.
Comelit will inspect the product and if found to be acceptable a credit will be given at original purchase price minus any handing/repackaging charges.
Should the return be unacceptable the goods will be returned with covering explanation note. Return carriage charge will be at the purchaser’s expense
20. ADVANCED REPLACEMENT
Comelit may, at its discretion, offer an Advanced Replacement (AR) service. If this service is offered, the following procedure must be observed:
An AR number must be obtained from the Comelit Technical Department. The item(s) will then be dispatched.
The original item(s) must be returned within 10 working days, quoting the original AR number.
It is our policy to raise an invoice for any items that are not returned within the 10 day window. Comelit also reserve the right to raise an invoice for any parts that may be missing/damaged from the item(s) returned.
21. FORCE MAJURE
The supplier shall not be responsible or liable for its failure to perform its obligations if such failure is beyond the control of the supplier or beyond the control of the suppliers of the supplier whether caused by acts of God, unavailability or shortages of materials or energy necessary to produce and/ or deliver products by usual modes of transportation, fire flood, war , embargo, strikes, labour disputes, explosions, riots or laws, rules, regulations, restrictions or orders of any Governmental authority, or any other cause, other than financial, beyond the control of the supplier or its suppliers
In the event of any dispute not settled by the parties shall be submitted in London in accordance with an subject to the provisions of the Arbitration Act ,1950 (or any amendment or re-enactment thereof currently in force). The contract shall be governed by and constructed in accordance with English Law including statue law.