Standard Terms and Conditions of Sale
Terms and Conditions of Sale for Supply of Goods – Dec 2008
1.1“Texam” means the company – Texam Limited
1.2“Customer” means the person or company from which we have accepted a purchase order
1.3“Goods” means all those goods, materials and equipment specified in our quotation and any amendment thereto agreed in writing between Texam and its customer
1.4“Contract” means the contract for the purchase and sales of the Goods under these Terms and Conditions
1.5The headings in these conditions are for convenience only and shall not affect their interpretation
2Basis for Sale
2.1All goods sold by Texam Limited are sold subject to these Terms & Conditions. Terms and Conditions on the Customers Purchase Order or any other Document shall not be binding on Texam Limited unless expressely agreed in writing between both parties.
2.2Amendments, Variations or additions to the Contract are binding only if agreed in writing.
2.2Texam Limited’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by Texam Limited in writing. In entering into the contract, the customer acknowledges that it does not rely on, and waives any claim for breach of, any such representation unless made fraudulently.
3.1Texam Limited reserves the right to adjust the price between the date of a quotation and the completion of a contract where there are increases in the cost of goods, materials and labour.
3.2Texam Limited reserves the right to increase charges where the customer requests work to be performed outside normal working hours.
3.3All prices quoted are nett and VAT will be charged at the prevailing rate on the day of delivery.
3.4Texam Limited shall package goods as in its discretion considers appropriate in the light of the nature of the goods and the method of transportation.
3.5Texam Limited reserves the right to charge packing and freight costs as it considers to be appropriate.
4.1Unless otherwise agreed in writing, payment by the customer shall be made within thirty (30) days from the date of the invoice.
4.2 The time of payment shall be of the essence of the Contract.
4.3If payment is not made when due, Texam Limited reserves its right to charge interest at the prevailing statutory rate.
4.4The customer shall not be entitled to and shall not purport to set off, withhold or deduct any payments claimed by or due to the Customer under any other Contract between the Customer and Texam Limited.
5.1 Time shall not be of the essence of the Contract.
5.2 If Texam Limited fails to deliver the Goods within the period specified in the Contract, the Customer shall be entitled to liquidated damages not exceeding the rate of 0.25% of the value of the delayed Goods per week or part thereof that the Goods are late, subject to a maximum of 5% of the Contract price. Texam Limited’s liability for such liquidated damages shall be in full and final settlement for any delay. Liquidated Damages shall be the Customer’s sole remedy for delay.
5.3Texam Limited reserves the right to make partial deliveries as it considers necessary.
5.4Where Texam Limited is responsible for the delivery of its Goods (1) the customer shall inspect the goods and shall notify Texam Limited in writing within three (3) days of any damage or shortages. (2) the customer shall mark on the carriers receipt note the condition of any goods received where there is obvious and visible signs of damage. (3) the Customer shall provide all necessary labour and equipment required to offload the Goods on their arrival at the delivery address.
6.1Texam Limited’s liability in respect of damage to Goods shall be limited to repairing, replacing or allowing credit to the value of any damaged items.
7.1If Texam Limited is satisfied that any Goods have been short delivered, Texam shall by its option either (1) make up any short delivery by dispatching replacement Goods (2) allow the customer credit in respect thereof.
7.2Texam Limited’s liability shall be limited to making up the delivery, or allowing credit as in clause 7.1 above.
8Risk and Title
8.1The risk of loss and damage to the Goods shall pass to the Customer immediately upon receipt of the Goods by the Customer.
8.2Full Legal and beneficial Title to the Goods shall remain with Texam Limited until full payment has been received by the Company.
8.3The customer shall safely store and properly insure all Goods supplied by Texam Limited until full payment has been made by the Customer.
8.4Texam Limited shall be entitled to the proceeds of any sale or insurance proceeds for any Goods for which Texam Limited has Title.
8.5Texam Limited reserves the right to enter any premises without prior notice and repossess any Goods for which Texam Limited has Title.
8.6If the Customer enters into any agreement with its creditors, administrative receivership or administration, it must give written notice to Texam Limited and surrender any Goods for which Texam Limited has Title.
9.1In no circumstances whatsoever shall the liability of Texam Limited to the Customer under the Contract exceed the Contract Price.
9.2Texam Limited shall not be liable in any way whatsoever for loss of Contracts, loss od Use, Loss of Profits, or any other economic loss.
10.1Texam Limited warrants that insofar as they have been manufactured by Texam Limited the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of twelve (12) months from the date of delivery. Texam Limited will at its discretion refund the purchase price of, or repair or replace free of charge, such parts which after its examination are confirmed to be defective.
10.2All Goods must be used strictly in accordance with the Manufacturers Instructions to ensure Warranty is available.
11.1Without prejudice to any other provisions hereof Texam Limited shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Texam Limited’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Texam Limited’s reasonable control, including without limitation any strikes, lock-outs, or any other industrial action or trade dispute (whether involving employees of Texam Limited or of a third party).
12.1All technial data, specifications, drawings and any other Documents in relation to this Contract shall remain the sole property of Texam Limited and shall not be copied or shown to any third pary whatsoever without the express written consent of Texam Limited. The Customer undertakes to use solely for the purposes of Instalation and Maintenance any Documents supplied by Texam Limited.
13.1Goods supplied by Texam Limited do not infringe any existing UK Patents or designs or any other Intellectual Propery Rights. In the event of any claim being made against the Customer in respect of any infringement the Customer shall notify Texam Limited immediately and Texam Limited may at its own expense conduct any negotations throught its own lawyers in settlement of any litigation that may arise therefrom.
14.1Either Party shall, without prejudice to any other act or remedy, and by giving notice in writing to the other party, be entitled to cancel or suspend any uncompleted part of the Contract in the event that (1) the Customer defaults in any payment, or (2) either party makes a voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation, or (3) either party has reasonable cause to believe that any of these events is likely to occur and notifies the other party accordingly.
15.1Neither party shall asign or transfer or purport to assign or transfer any part of the Contract without the express written consent of the other party.
16Nameplates and Transfers
16.1It is a condition of sale that no nameplate, transfer, or Safety Notice affixed by Texam Limited to any Goods or Equipment is removed or obsecured without the express written consent of the other party.
17.1The failure of either party to insist upon strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such terms or conditions and shall not affect either party’s right to enforce such provision later.
18.1If any provision of these Terms and Conditions is considered by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
19.1The construction, validity and performance of the Contract shall be governed by Northern Ireland Law and the parties shall accept the exclusive jurisdiction of the Northern Ireland courts.
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Document No 091208 Version 1 – Issue Date 09 December 2008