These conditions of sale form the entirety of the contract between Novatech Measurements Limited (hereinafter called the Company) and the Purchaser. No other condition may be varied, waived, altered or inserted without the consent in writing of the Company.
It is an implied term in all quotations and all order acknowledgements, that all necessary specifications, instructions and information shall have been supplied by the Purchaser by the date or dates prescribed in the order acknowledgement, and if no dates are prescribed then forthwith upon confirmation of the order by the Company. Delivery dates and prices may be adjusted by the Company to allow for any delay in the supply of specifications, instructions or information required from the Purchaser.
The Purchaser will ensure that the goods as ordered are fit for the purpose required. The goods are supplied without any guarantee or warranty save that they are in accordance with the specification or description shown in the order acknowledgement.
The goods supplied by the Company are not, to the best of the Company's information and belief, subject to any patent or other English industrial property right prohibiting the manufacture or sale of the goods by the Company. The Purchaser shall indemnify the Company against all other liability for breach of patent or other industrial property rights arising from the manufacturing or use of the goods: and the Purchaser warrants that no specification or design supplied by the Purchaser is in breach of any patent or other industrial property right.
The Company shall not be liable for any delay arising from circumstances beyond its control or which make it impractical for it to complete the order in time or at all; and in particular, shall not be liable for the consequences of war, civil disturbance, acts of government, acts of God, industrial disputes or shortages of supplies or labour.
The Company shall not be liable for any consequential or indirect losses whatsoever.
Unless otherwise stated in the order acknowledgement, the price charged shall be the price ruling at the date of despatch for each item supplied, and if the goods, or any other part of the goods are purchased by the Company at a price higher than the price ruling at the date of order acknowledgement, the Company may adjust the price accordingly. Prices quoted in a currency other than sterling may be increased by the Company to compensate for exchange losses to the Company. Unless otherwise stated prices are quoted ex works.
Except where a credit account has been opened for the Purchaser by the Company, payment shall be made in advance against a pro-forma invoice.
Payment of the invoice for approved credit sales must be made in full within 28 days of the date shown on the invoice.
If payment is not made within the time stipulated by clause 9 then interest will be payable upon monies due and unpaid at the rate of 2% monthly (days being calculated at 1/28th of the monthly rate).
The property in goods shall not pass to the Purchaser unless and until the Company has received full payment for the goods: and the Purchaser shall ensure that all goods which remain the property of the Company shall be kept separate from the property of the Purchaser and of any other person and shall be identified as the property of the Company, and shall, if at any time the Purchaser is in breach of any of the terms of the sale agreement, be returned to the Company on demand, at the expense of the Purchaser. The goods shall so long as they are the property of the Company, be insured by the Purchaser, as trustee for the Company, for the full value of the goods.
The Company may deliver part orders and shall be paid the full price of the parts delivered.
The goods shall be shipped at the risk of the Purchaser. The Purchaser shall within seven days after delivery inform the Company of any missing or defective goods. Packing and insurance will be undertaken by the Company at the risk and cost of the Purchaser.
Goods sent by the Purchaser to the Company shall remain at the risk of the Purchaser, even though in the possession of the Company, so long as they are the property of the Purchaser.
Payment shall be due when the Company is able and willing to deliver the goods, notwithstanding that the Purchaser may refuse or defer delivery; and such goods shall, so long as they are held by or on behalf of the Company be stored at the risk and cost of the Purchaser. The Company may at its discretion, 14 days after giving notice to the Purchaser of the intention to do so, dispose of the whole or any part of the goods and set off the proceeds of disposal, if any, against any liability of the Purchaser to the Company.
Contracts may not be cancelled by the Purchaser without the written consent of the Company. The Purchaser will be liable for all costs incurred by the Company in connection with the cancelled contract.
The Purchaser shall ensure that all specifications, drawings, samples and other materials whatsoever supplied by the Company are used only for the purpose supplied and are returned to the Company on demand.
The contract shall be governed by English law, and, unless the Company elects otherwise, all proceedings arising from the contract shall be determined by the courts of England.
Either party may communicate with the other by letter, telegram, cable or telefax addressed to the last known address of the other party; and letters sent by first class post (air mail if appropriate) shall be deemed duly delivered on the third day, after and including the day of posting. Communications received on Saturdays, Sundays or public holidays shall be deemed to be received on the next normal working day.