The following constitute the sole terms of trading of Stevens Traceability Ltd and its subsidiaries (each of which herein referred to as the “the company”) and shall govern all transactions between the Company and any customer (“the Customer”) for the supply of goods save as may be expressly agreed in writing by a director of the Company.
1. Quotations given by the Company shall not constitute an offer and may be withdrawn or revised in any way at any time until written acceptance by the Company of the Customer’s order.
1.1. Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue, however the Supplier may at any time revoke or amend any Quotation without notice to the Customer until written acceptance by the Company of the Customer’s order.
2. Agreement – an Agreement (“the Agreement”) shall be concluded upon acceptance by the Company of work or procedures which assume its acceptance, its only terms shall be those specified herein and in the quotation on which the order is based (“the Final Quotation”). No order shall be placed in reliance upon any statement or representation by the Company its servants or agents unless contained in the Final Quotation or confirmed in writing by a director of the Company.
3. Price Variation unless expressly stated otherwise in the Final Quotation at any time between acceptance of the order and delivery of the goods (including systems and computer software) which are the subject matter of the Agreement (“the Goods”) the Company may increase any quoted price to take account of any actual increase in labour delivery or materials costs which relates to its performance of the agreement.
4. Value Added Tax – the customer shall pay all Value-Added Tax or similar tax chargeable in respect of the goods or any services supplied pursuant to the Agreement whether stated in any quotation or not.
5. Cost of Stamping – all expenses of stamping by Weights and Measures Inspectors (including but not limited to fees and carriage costs of test weights) shall be paid by the Customer.
6. Terms – All monies payable by the customer or a third party financer such as a leasing company or bank, under the Agreement shall be paid in full net cash without any deductions set-off or counterclaim whatsoever at the time or times specified in the final Quotation or if no relevant time to be so specified then (if the total quoted price before additions of the value-added tax is less than £5000) 30 days from date of invoice or deemed delivery or (if such price is £5001 or more) by the following instalments
6.1. A) 40% upon receipt of valid Purchase Order Number, payable Immediately upon receipt of invoice,
6.2. B) 60% upon Signed Delivery at Customers premises, payable 30 days from date of invoice, unless otherwise explicitly agreed.
6.3. without prejudice to any other rights of the Company the Customer shall pay interest on any sums overdue to payment at the rate of four (4) percentage points above the Base Rate from time to time declared by Santander Bank PLC from the due date for payment until payment (as well after as before judgement).
7. Divisibility Clause – This contract is divisible. Each delivery or work performed made hereunder:
7.1. shall be deemed to arise from a separate contract, and
7.2. shall be invoiced separately and any invoice for a delivery or work performed shall be payable in full without deduction or set off in accordance with the terms of payment in sub clause 6, provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.
8.1.1. If the Customer fails to pay any sum when due under this or any other agreement between the Customer and the Company is entitled to terminate the agreement pursuant to sub-clause 6. hereof the Company:
8.1.2. Treat this and any other agreement between the parties as having been repudiated and recover damages accordingly
8.1.3. Suspend further performances until all sums payable to the Company by the Customer under any agreement have been paid
8.1.4. Withhold further performance under this or any other agreement until it has received payment in advance of all monies payable thereunder
8.1.5. Suspend any or all credit granted to the Customer on any account.
8.2. Without prejudice to any other rights under the Agreement or otherwise, the Company may terminate forthwith this or any other agreement with the Customer if:
8.2.1. the Customer is in breach of any terms of this or any other subsisting agreement with The Company
8.2.2. if any distress execution or other legal process is levied upon the Customer’s property or assets or if the Customer makes or offers any arrangement or composition with its creditors or commits any act of bankruptcy or if any petition or receiving order of bankruptcy is presented or made against him or if any resolution or petition to wind up a corporate customer whether voluntary or compulsory other than for the purpose of believing that the Customer will fail to discharge its obligations to the Company.
9. Should the Company determine, the Agreement under 8.2. all sums payable to the Company, together with any loss whatsoever arising out of the termination of the Agreement, shall become payable forthwith and subject to interest in accordance with 6.3 hereof.
10. Property and Retention of Title
10.1. Until the Company has received payment in full for all monies payable by the customer under this Agreement the ownership of the Goods shall not pass to the Customer but shall remain with the Company which reserves the right to dispose of the Goods.
10.2. Until payment in full for the Goods has been received by the Company any other Goods Manufactured out of the Goods or into which the Goods are incorporated will be and remain in the sole and absolute ownership of the Company.
10.3. Subject to 10.5 all Goods referred to in 10.1 and 10.2 (“the Retained Goods”) shall be kept separate and distinct from all goods of the Customer or any third party.
10.4. In the event of any default by the Customer or any termination of this or any other agreement the company shall recover and sell all or any of the retained Goods and may be its servants or agents enter upon the Customers premises and take possession of the Retained Goods and sever the Retained Goods from the Customer’s premises and Goods thereon and such servants or agents shall not be liable for any disturbance or damage arising out of the exercise of such rights.
10.5. Notwithstanding that payment in full has not been made by the Customer to the Company the Customer may in the ordinary course of business sell the Retained Goods. For the purpose, only of this clause such sale shall be effected by the Customer as agent for and on behalf of the Company and the Company shall account strictly to the Company for such proportion of the proceeds of the sale thereby realised as shall be necessary to satisfy the unpaid purchase price of the Goods sold pursuant to this Agreement.
10.6. Without prejudice and subject to customer’s rights to sell and deliver in the ordinary course of business to a third party pursuant to 10.5 the Customer shall retain possession of the Retained Goods as Bailee of the Company and such bailment shall continue unless and until payment in full is received by the Company for the Goods.
11.1. The Company shall use its best efforts to meet agreed delivery dates but time shall not be of the essence and the Company shall not be liable for any loss arising out of any delay in delivery.
11.2. The Customer shall accept delivery when tendered whether before or after the agreed delivery date (save that the Company shall not tender the Goods before any earliest delivery date specified in the Final Quotation).
11.2.1. If on the agreed delivery date the Goods are ready to be delivered but have not previously been tendered or deemed to have been tendered
11.2.2. On seven days written notice to the Customer that the Goods are ready to be delivered.
11.3. If the Customer does not take delivery when tendered the Company shall be deemed to have performed its obligations in respect of the Goods and the Customer shall pay any additional expenses incurred by the Company including (but not limited to) a storage charge.
11.4. The Company may at its discretion and on terms which it sees fit agree any request form the Customer for accelerated or delayed delivery.
11.5. Delivery shall be ex-works at the office of the Company from which the Goods are ordered unless otherwise stated in Final Quotation.
12.1. If the Goods are collected by the Customer or its carrier the risk in the Goods shall pass when the Goods have been loaded onto the customer’s or carrier’s transport or otherwise taken into possession or control of the Customer or its servants or agents.
12.2. If the Goods are to be delivered other than ex-works by the Company or its carrier the risk shall pass when the Goods have been delivered.
12.3. If the Customer does not take delivery of the Goods when duly tendered under this Agreement the risk shall pass at the time delivery should have been accepted, notwithstanding that the Company may at its option insure the Goods the cost of which shall be paid by the Customer.
13. Damage or Loss in Transit – If the Company or its carrier is to deliver Goods to the Customer at his premises or other nominated place the Goods shall be examined by the Customer immediately if the Goods are received in a damaged condition and will indemnify the Company against any loss which it suffers because any such notification is received too late to enable it to claim against carriers or insurers in respect of such damage or loss in transit.
14. Acceptance – The Customer shall within seven days from delivery of the Goods give notice in writing to the Company of any matter or thing by reason whereof it is alleged that the Goods are not in accordance with the Agreement. If the Customer shall fail to give such notice the Goods shall be deemed to be in all respects in accordance with the Agreement and the Customer shall be bound to accept and pay for the Goods under the terms of this Agreement.
15. Installation and Commissioning – if included in the quotation and agreed between the Supplier and the Customer, The Customer shall be responsible for:
15.1. preparing the Delivery Location for the installation and use of the Goods in accordance with all instructions given by the Supplier, including but not limited to by ensuring suitable access to certified power supplies, necessary ventilation and the necessary structural integrity of the Delivery Location;
15.2. installing the Goods at the Delivery Location; and
15.3. allowing reasonable access to the Supplier, its employees, agents, consultants, sub-contractors and/or other representatives (“Supplier Representatives”) on or within 5 Business Days for commissioning the Goods and to perform functionality checks to enable the Supplier to confirm successful commissioning.
16. Custom Made Goods
16.1. If the Goods consist in part or in whole of custom made goods (including but not limited to the systems and software) then:
16.1.1. a) The Customer shall promptly provide all data details and information required by the Company to complete designs and drawings or specification and to produce the Goods.
16.1.2. b) The Company may and if provided in the Final Quotation or in the case of custom made software shall submit the full design specification of the Goods to the Customer for written approval.
16.1.3. c) The Customer shall within seven days of receipt of the full design specification either signify approval in writing or if the design specification materially differs from the specification requirements as stated in the Final Quotation the Customer may reject in writing the specification and terminate the Agreement subject to 16.1.4d)
16.1.4. d) If further to 16.1.3 c) Agreement is justly terminated and Customer shall pay the sum specified in that behalf in the Final Quotation or (if no sums specified in that behalf in the final quotation) or (if no sum be specified in that behalf therein) all reasonable costs and expenses incurred by the Company in completing and submitting the full design specification and shall either return (if unused) or pay for any Goods previously supplied but shall be under no further liability subject to the deduction of the foregoing shall receive any balance of the deposit or other prepayment.
16.1.5. e) All copyright and analogous or similar rights in the systems designs drawings software drawings or any other thing arising out of or in the course of the production or design of custom made Goods shall be the property of the Company and the Customers rights shall be limited to a personal non-transferable and non-exclusive licence in regard to the Goods actually supplied.
16.2. The Customer shall not provide or disclose or otherwise make available or permit to be made available any software supplied by the Company in any form to any person other than an employee of the Customer in the course of using Goods for the purpose of the Customers Business.
16.3. No copies of any software supplied by the Company shall be made without the consent of the Company other than copies used solely for security purposes. Any copies made whether in whole or in part shall be the property of the Company and shall bear a notice stating that the software is the property of the Company and not be reproduced or used in whole or in part without the Company’s express written permission.
17. Warranties – The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“warranty period“), the Goods shall:
17.1. conform in all material respects with their description;
17.1.1. be free from material defects in design, material and workmanship; and
17.1.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
17.2. Subject to clause 17.2.4, if:
17.2.1. the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in clause 17;
17.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
17.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
17.2.4. the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
17.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 17 if:
17.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 17.2;
17.3.2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
17.3.3. the defect arises as a result of the Supplier following any drawing, design or instruction detailed in the New Requirements Report supplied by the Customer;
17.3.4. the Customer or any of its employees, representatives or other third party instructed by the Customer alters, tampers with, modifies or repairs such Goods without the written consent of the Supplier;
17.3.5. he defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; and
17.3.6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
18. Except as provided in this clause 17, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 17.1.
18.1. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 17.2.
19. Exclusion of Liability
19.1. The liability of the Company for any breach of this Agreement or of any other act or omission by the servant’s agents and any other person for whom it may be vicariously liable shall not exceed the price for the Goods under the Agreement and no liability whatsoever shall accrue for any indirect or consequential loss including (but not limited to) loss of profit howsoever arising suffered by the Customer.
19.2. Liability for death or personal injury is not hereby purported to be excluded.
20. Consumer Transaction – If the Agreement is a consumer transaction within the meaning of the paragraph 2 (1) of the Consumer Transactions (Restrictions on Statements) Order 1976 (As amended) nothing in paragraphs 15 and 16 hereof affects or will affect the statutory rights of the Customer.
21. Force Majeure – The Company shall not be in any manner liable for any failure to perform any or all of its obligations under the Agreement in consequence of any liability to secure or procure labour materials or other supplies of any kind or as a result of any Act of God, war, strike, lockout or other labour dispute, fire flood, drought, legislation, order of public authority or any other cause (whether included in the forgoing or not) beyond the control of the Company.
22. Severability – If and to the extent that any provision or any part of any provision of the Agreement (including for the avoidance of doubt these Terms and Conditions) is illegal, void or unenforceable then such provision or part thereof shall be deemed to be severable from the remaining provisions or parts which shall remain in full force and effect.
23. Notices – all notices or other communications shall be sent by fax, email or first class post to the Parties at their respective addresses set out in the Agreement and if sent by fax shall be confirmed in writing forthwith.
24. Applicable Law – the agreement shall in all respects be governed and construed in accordance with English Law. The parties submit to non-exclusive jurisdiction of the English courts.
25. Paragraph Headings shall be ignored in interpretation.
26. Purchase of New Goods – the purchase of New Goods from Stevens Traceability Systems is subject to the Waste Electrical and Electronic Equipment Regulations 2006, where the purchaser shall be responsible for the sound disposal or the Product and Replaced Product in accordance with the regulations.
Stevens Traceability Systems Limited, registered in England No:- 10506149 – Vat Registration No:- 256 6427 83
Stevens Traceability Service Limited, registered in England No:- 10557206 – Vat Registration No:- 259 9785 24.
Greenbank Technology Park, Challenge Way, Blackburn, Lancashire BB1 5QB, Tel: 01254 685200 Fax: 01254 685202
Website: www.stevenstraceability.com / Email: firstname.lastname@example.org