Senstronics Ltd Terms and Conditions for sale

PART 1 - GENERAL CONDITIONS

DEFINITIONS
In these Conditions Senstronics Ltd is the “Seller”. "Buyer" means the person, firm, corporation or other body to whom the Acknowledgement is addressed. "Goods” means the articles and services of any of them described in the Acknowledgement.

GENERAL
Senstronics Ltd will execute Buyer's order on the following terms and conditions. Any qualification of these terms or conditions by the Buyer and any other term or condition which the Buyer seeks to impose will be inapplicable unless expressly accepted in writing signed on behalf of Senstronics Ltd by a duly authorised Officer.

1. CONTRACT PRICE
Is that stated in the Order Acknowledgement unless subsequently modified in writing by an authorised officer of Senstronics Ltd but subject to the following:

1.1 All prices are subject to variation to the extent of any effect upon the cost of producing the goods, or carrying out the contract work, of any variation after the date hereof in labour costs, or cost of materials or goods or services.
1.2 Cost of any special and/or extra testing required by the Buyer or other relevant authority to be additional.
1.3 Cost of or occasioned by any modification, or by any variation in specification or design required by the Buyer, or caused by or due to rectification of errors in drawings, specifications or schedules provided by the Buyer or faulty materials or unsuitable, worn or incomplete tooling supplied by the Buyer to be additional.
1.4 Cost of changes occasioned by any increase or decrease in rates of production or in quantities required by the Buyer and agreed by Senstronics Ltd.

2. PRICES AND PASSING OR RISK
Unless otherwise stated all prices are Ex Works Senstronics Ltd’s premises and exclude packaging. All Senstronics standard packaging will be charged at a fixed rate. Any special packaging requested by the Buyer will be charged extra. All goods shipped at Buyer’s risk after leaving Senstronics Ltd’s premises.

3. TERMS OF PAYMENT
3.1 Net cash due 30 days from date of invoice. Punctual payment is of the essence of the contract. If the Buyer fails to pay by the due date, becomes bankrupt or insolvent, commits any act of bankruptcy, fails to meet liabilities as they occur or enters into liquidation, or if a Receiver is appointed of the Buyer or any of the Buyer's assets, Senstronics Ltd may, without prejudice to its other rights and without thereby incurring any liability to the Buyer, (a) decline to deliver any undelivered goods until the Buyer has paid and/or given guarantees satisfactory to Senstronics Ltd for all past and future deliveries and (b) re-sell any undelivered goods and retain the sale proceeds and terminate the contract if payment or guarantees are not made or given within 14 days of Senstronics Ltd requesting them.

3.2 Unless otherwise agreed in writing beforehand, Senstronics Ltd reserves the right to charge interest on all overdue balances at a rate equivalent to 4% per annum above the base rate from time to time of HSBC PLC.

3.3 RETENTION OF TITLE
Until Senstronics Ltd has been paid in full for goods:

3.3.1 These goods (unpaid goods) remain the property of Senstronics Ltd (although this shall not affect the passing of the risk to the Buyer) but subject to the Buyer's right of disposal under paragraph 3.3.4.
3.3.2 Senstronics Ltd may at any time or times recover all or any unpaid goods in the possession of the Buyer and for that purpose Senstronics Ltd and/or its servants and agents may enter upon any land or building where unpaid goods are.
3.3.3 The Buyer as bailee of unpaid goods for Senstronics Ltd will store the same for Senstronics Ltd in a proper manner without charge to Senstronics Ltd.
3.3.4 The Buyer has the right to dispose of unpaid goods in the course of its business for the account of Senstronics Ltd and to pass goods title to unpaid goods to its customer being a bona fide purchaser for value without notice of Senstronics Ltd rights.
3.3.5 In the event of such disposal the Buyer has the fiduciary duty to account to Senstronics Ltd for the proceeds but may retain there from any excess of such proceeds over the amount payable to Senstronics Ltd for the goods disposed of.

4. PROFORMA INVOICE
In cases where a proforma invoice is submitted by Senstronics Ltd to the buyer:

4.1 Within the validity period as stated on the proforma invoice, the Buyer shall provide to Senstronics Ltd full payment of the invoice amount or security therefore agreed with and acceptable to Senstronics Ltd. Senstronics Ltd shall have the right to terminate the contract without liability if the Buyer shall fail to do so.
4.2 Estimated dates for despatch are calculated on the assumption that the Buyer will within seven days after the date of the Order Acknowledgement provide to Senstronics Ltd the payment or security referred to in paragraph. 4.1 and if the Buyer shall not do so Senstronics Ltd shall be entitled to postpone the same.

5. DRAWINGS ETC.
5.1 Specifications, drawings, particulars of weights and dimensions, illustrations and other information in Senstronics Ltd’s catalogues, price lists, website, advertising matter or other publications do not form part of the contract unless expressly incorporated in it in writing.
5.2 Senstronics Ltd is at all times entitled to alter or vary or modify, with the intention of improvement, rationalisation or product development, specifications of goods.

6. WARRANTY AND LIABILITY
6.1 Senstronics Ltd warrants that, subject to all terms of this warranty, goods will be free from defects due to faulty material or faulty workmanship.
6.2 This warranty shall remain in force for 12 calendar months from date of despatch from Senstronics Ltd, and relates to all such defects discovered within such period and notified in writing to Senstronics Ltd within forty five days of discovery, subject to the provisions herein.
6.3 Any goods alleged to be defective and under warranty will initially be reported in writing with adequate details of the failure, periods of service and full identification to Senstronics Ltd. Under no circumstances will units be accepted without first gaining prior consent and a Returned Goods Authority (RGA) from Senstronics Ltd in writing.
6.4 When Senstronics Ltd consents in writing, the Buyer must return the alleged defective goods ''as failed" identified, properly packed and with full carriage paid. Senstronics Ltd will not accept any goods where the full carriage has not been paid. Senstronics Ltd will not accept any charges associated with removal of goods from an installation nor the refitment of goods into the installation. In matters of warranty Senstronics Ltd shall decide if goods are defective and under warranty and whether to replace or give credit for goods and credit for reasonable carnage costs on accepted claims.
6.5 Goods replaced under this warranty shall be deemed to be rewarranted in the terms of this warranty for the unexpired period of the warranty under paragraph 6.2 above.
6.6 This warranty excludes normal wear and tear, goods which have been subjected lo any alteration not authorised by Senstronics Ltd, goods which have not been serviced or maintained strictly in accordance with Senstronics Ltd’s instructions and goods on or from which the trade mark or serial number has been altered, removed or obliterated.
6.7 Subject to the provisions below Senstronics Ltd makes no attempt to contract out of any liability which may accrue to us by virtue of the provisions of the provisions of Section 12, 13, 14(2), and 15 of the Sale of Goods act 1979, save in case of experimental or prototype goods. Senstronics Ltd also accepts any liability arising under section 14(3) of said Act ALWAYS PROVIDED that the purpose for which the good are intended is known to Senstronics at the date of entering into the contract for sale of them.
6.8 Save as aforesaid, all other conditions and warranties, express or implied, whether arising by statute or common law or otherwise are hereby expressly excluded and Senstronics Ltd shall not be liable there under for any loss, injury or damage caused or arising.
6.9 If notwithstanding the foregoing liability attaches to Senstronics Ltd for breach of any condition or warranty then damages recoverable by the Buyer in respect of such breach shall be limited to reasonable cost of remedying the defect or other matter constituting such breach (and Senstronics Ltd shall first be afforded the opportunity of itself carrying out the remedial work) and Senstronics Ltd shall not under any circumstances be liable for any loss or injury or damage suffered by reason of such breach.
6.10 Senstronics Ltd shall incur no liability in respect of any defect or other matter which is any way attributable to failure to follow any recommendations or advice given by Senstronics Ltd or its employees or servants or agents to the Buyer or the Buyer’s employees or servants or agents as to the mode of storing, applying or using the goods or as to the sufficiency or suitability for purpose of the goods.
6.11 In no circumstances shall Senstronics Ltd incur any higher liability to the Buyer hereunder than the total of the sums paid by the Buyer to Senstronics Ltd for the contract goods in respect of which the liability arises.

7. FORWARDING ARRANGEMENTS
7.1 Senstronics Ltd may select the shippers or other carriers and determine the method of carriage of the goods and the time of shipment, unless the Buyer has nominated the shipper in advance. The Buyer authorises Senstronics Ltd to make, on behalf of and for the account of the Buyer, all arrangements for the carriage of the goods and to make such contract with the shippers or other carriers as Senstronics Ltd may decide. Senstronics Ltd shall not be under any obligation to give notice to the Buyer to enable the Buyer to insure the goods during transit.
7.2 The Buyer will notify Senstronics Ltd within 48 hours of delivery and confirm in writing if any goods are damaged in transit or if the quantity delivered differs from the quantity stated on the Advice Note or Invoice relating to that delivery. In such circumstances references should be made to Section 10 - Returns contained within these conditions.

8. DELIVERY
8.1 All dates given for despatch or completion are to be treated as estimates only. In all cases, whether a date for delivery or completion be given or not, the time for delivery or completion shall be extended by an appropriate period if delivery or completion is delayed by a sub-contractor of Senstronics Ltd or by instructions or lack of instructions from the Buyer or from any design and/or approval authority, or by lack of availability of materials or transport, or by reason of Senstronics Ltd not having received any information and/or drawings necessary to enable Senstronics Ltd to put the work in hand, or by industrial dispute or by accidents or by any cause whatever (whether of a similar nature or not) beyond Senstronics Ltd's control.
8.2 Senstronics Ltd will as far as practicable deliver the quantity ordered by the Buyer. The invoice for the goods will be based on the actual quantity delivered.

9. SALE OR RETURN
If goods supplied under “Sale or Return” are not returned to Senstronics Ltd within the stated period of time shown in the Special Instructions the goods shall be deemed sold to the Buyer and normal payment terms shall then apply. The stated period of time runs from date of despatch from Senstronics Ltd.

10. RETURNS
Prior to returning any goods to Senstronics Ltd the Buyer must first advise Senstronics Ltd and receive instructions regarding the return. With the exception of agreed and authorised returns any other returns will only be accepted provided that full carriage and/or postal charges have been paid in full by the Buyer.

11. DISCLOSURE AND USE
The Buyer shall not without the prior written consent of Senstronics Ltd reproduce or transmit or communicate to a third party or utilise otherwise than in connection with the goods any drawing, plan or technical information supplied or communicated by Senstronics Ltd or any part thereof, except drawings or plans which may expressly be agreed to be the property of the Buyer.

12. TOOLING, PATTERN EQUIPMENT AND DIES
Whether or not the part-cost of tools, pattern equipment or dies to be provided by Senstronics Ltd has been quoted to the Buyer or included in the price, all such tools, pattern equipment and dies remain the property of Senstronics Ltd unless otherwise previously agreed. It is the normal practice of Senstronics Ltd to retain tools, pattern equipment and dies for a reasonable time in anticipation of further orders but this is at Senstronics Ltd’s absolute discretion. Senstronics Ltd will consult with the Buyer before scrapping any tools, pattern equipment or dies whose part cost has been paid for by the Buyer, whether as a separate item or by way of inclusion in the price.

13. LEGAL CONSTRUCTION
The validity, construction, performance and interpretation of this contract and any others arising hereunder shall be governed by the laws of England and any dispute arising between the parties shall be litigated in the English Civil Courts to the jurisdiction of which the Buyer submits. The Uniform Law of the International Sale of Goods shall not apply.

14. THIRD PARTIES
For the purposes of the contracts (Rights of Third Parties) Act 1999, these Terms of Sale do not create any right or remedy enforceable by any person other than the Senstronics Ltd or the Buyer. This clause does not effect any right of a Third Party which exists or is available from that act.

PART II SCHEDULE ORDER CONDITIONS

1 In the case of an order which Senstronics Ltd has or shall designate as constituting a Schedule Order the following Conditions shall apply in addition to the General Conditions.

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2.1 The Buyer shall furnish monthly to Senstronics Ltd, not later than the 5th day in each month a Schedule showing under the heading "Firm" the Buyer's actual requirements for deliveries of the goods for at least three months ahead (that is to say the three months commencing on the first day of the month during which the Schedule is furnished) and also showing under the heading "Estimated" or "Provisional" or "Tentative" the Buyers estimated requirements for deliveries for at least the three months following the actual requirement period.
2.2 To the extent that a Schedule is not in accordance with a contract already existing between the Buyer and Senstronics Ltd the Schedule shall be regarded as an offer by the Buyer to purchase the goods for which an actual requirement is shown. The offer shall not result in a contract between the Buyer and Senstronics Ltd unless Senstronics Ltd sends its written acceptance to the Buyer within 14 days of receiving the offer.
2.3 If Senstronics Ltd is unwilling to accept the offer, Senstronics Ltd may instead of rejecting it, respond by sending to the Buyer by way of counter offer a Contract Supply Programme showing under the heading '"Firm” the deliveries which Senstronics Ltd is prepared to offer. If the Buyer does not notify Senstronics Ltd in writing within seven days of receiving a Contract Supply Programme that the Buyer is unwilling to accept it the counter offer shall be treated as having been accepted by the Buyer and a contract shall stand concluded between Senstronics Ltd and the Buyer for the sale of purchase of the goods shown under the heading "Firm" in the Contract Supply Programme.

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3.1 If the Buyer fails to furnish to Senstronics Ltd by the 5th day in any month a Schedule showing the Buyer's actual requirement and estimated requirement in accordance with Condition 2.1, Senstronics Ltd shall be entitled to assume that the Buyer does not wish to alter the estimated requirement shown in the last Schedule from the Buyer which Senstronics Ltd shall have accepted. Senstronics Ltd shall thereupon also be entitled, subject to paragraph 3.2 below, to treat that Schedule as an offer by the Buyer to purchase the goods which make up the estimated requirement and to accept the offer.
3.2 The provision of paragraph 3.1 above shall in the case of the first failure extend only to the first month's estimated requirement shown in the last accepted Schedule. However, if the Buyer fails in two successive months to furnish a Schedule by the due date those provisions shall upon the second failure apply to the second month's requirement. If the Buyer fails in three successive months to furnish a Schedule by the due date the provisions shall upon the third failure apply to the third month's requirement, and so on.

4 If the Buyer shall unjustifiably repudiate the contract the Buyer shall pay to Senstronics Ltd by way of liquidated damages the contract price as at the date of repudiation of all goods which are subject of the contract.

5 Title inclusion in a Buyer's Schedule of an estimated requirement shall be sufficient authority for Senstronics Ltd to purchase materials and generally to make arrangements to meet that requirement. The Buyer shall pay to Senstronics Ltd by way of liquidated damages the cost of all materials purchased by Senstronics Ltd to meet the Buyer’s estimated requirement for any period which prove to be surplus to the Buyer's actual requirement for that period, plus a handling charge of 10% on that cost, and shall reimburse Senstronics Ltd for all work done in connection with the surplus requirement. The Buyer shall also indemnify Senstronics Ltd against all claims from sub-contractors and others in connection with any cancellation or cutback or variation made by Senstronics Ltd as a result of an estimated requirement for any period proving to be in excess of the actual requirement for that period.

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6.1 If an order which constitutes a Schedule Order shall not have been fully performed within a period of two years from the date on which Senstronics Ltd accepted the order Senstronics Ltd shall, subject to paragraph 6.3 below, be entitled to rescind the contract with regard to the unperformed part by serving written notice to that effect on the Buyer at any time after that period shall have expired.
6.2 Senstronics Ltd shall incur no liability whatsoever to the Buyer on account of the rescission.
6.3 The rescission shall not extend to any outstanding obligations of Senstronics Ltd under any contract which at the time the notice is served subsists by virtue of the foregoing Conditions or any of them.

VAT Number GB 877858542
Company Number: 3504198
Registered address: 90 Fetter Lane London, EC4A 1EQ
Registered in England & Wales

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