PSP UK Group Ltd (“the Seller”) which expression shall, include, as subsidiaries and associated companies contract with its Buyers (“the Buyer”) subject to and upon the following terms and conditions of sale which shall exclusively cover the sale of all the Seller’s goods and services (collectively the “Goods”) to be provided in connection with the Goods notwithstanding any terms or conditions, whether oral or written or purported variations contained on any order or other correspondence submitted by the Buyer to the Seller save to the extent that such variation is expressly agreed and accepted in writing by a duly authorised officer of the Seller. All Buyer orders are subject to acceptance by the Seller and the Seller reserves the right to sub-contract in fulfilment of the order or, any part thereof.
Delivery and Risk
- The Seller shall endeavour to keep to any stated despatch delivery, installation or completion date but the Seller shall not be liable for any loss, damage or expense resulting from any delay in same whether such delay is caused by circumstances over which the Seller has control or otherwise.
- Each part delivery or instalment of the Goods shall be deemed to be sold under a separate contract default by the Seller in respect of any part delivery or instalment shall entitle the Buyer to treat the contract as repudiated in regard to any balance or instalment remaining deliverable.
- Unless otherwise agreed in writing the following shall constitute a delivery of the Goods to the Buyer.
- Subject to 2.3 herein where the Seller or on a premises nominated by the Seller for the purpose of storage, upon the Goods being delivered to the premises of the Buyer or to such other premises as the Buyer might specify irrespective of whether or not the actual transportation or cost of same is being provided by the Seller or the Buyer.
- Where the Buyer is responsible for arranging the transportation of the Goods to be supplied, upon the Goods leaving the premises of the Seller or leaving the premises nominated by the Seller for the purpose of storage.
- Upon the delivery of the Goods to the Buyer within the meaning of the preceding paragraph all risks whether insurable or not relating to the Goods shall pass to the Buyer notwithstanding the provisions of Clause 4 hereof.
- The full scope of Services charged on this invoice is as defined in the (separate) contract between Buyer and Seller.
- The Seller reserves the right to alter its prices as well as the specification or composition of the Goods at any time prior to issue of an Acceptance.
- Goods are supplied subject to the following terms:
- Such taxes or, assessments as may be in force from time to time in respect of the Goods so that such taxes and/or assessments shall be for the Buyer’s account from the date on which the Goods are despatched, not withstanding that the title to the Goods remains vested in the Seller as provided Clause 4 hereof.
- Prices, conditions and interest charges ruling at the date of issue of the acceptance.
- Availability of Goods or raw materials.
- Payment for all Goods together with VAT at the appropriate rate shall be made by the Buyer to the Seller within 30 days of the date of issue of the relevant invoice. Invoices shall issue upon delivery of the Goods within the meaning of Condition 2 hereof. Payment shall be made in Sterling or in such other currency as may be specified by the Seller prior to contract. The Seller reserves the right in the case of non Sterling orders, to pass on any increases in price arising from major currency fluctuations.
- The Seller reserves the right to charge interest on any overdue balances in respect of goods supplied by the Seller at such rates as may be fixed by the Seller from time to time. Such interest shall be calculated monthly from the date on which the outstanding balance is accrued until the date on which payment in full is received by the Seller and shall be added to the principal sums outstanding from time to time. The Seller reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Buyer including the credit period referred to above.
Reservation of Title
- The property and title in all goods by the Seller to the Buyer whether arising out of this or any other contract shall notwithstanding delivery and passing of risk with the Seller until the entire purchase price in respect of such Goods and all other sums on any account due by the Buyer to the Seller have been paid in full.
- Notwithstanding the foregoing, whilst the title and property in the Goods remain the Seller and provided no notice in writing to the contrary has been served by the Seller on the Buyer, the Buyer may deal with the Goods in the ordinary course of business including selling or otherwise disposing of the same provided that the Buyer shall not be entitled to pledge or create any line charge or other encumbrance whatsoever on the Goods.
- The provisions of this clause shall not entitle the Buyer either to refuse or defray payment or of require the Seller to accept the return of the Goods on the ground that the title and property if Goods remains in the Buyer as aforesaid.
- The Buyer’s power of use and safe of the Goods shall terminate:
- Forthwith on notice for the Seller if the Buyer is in default of any of its obligation under this or any other
- contract with the Seller or if the Seller has reasonable doubt as to the ability or willingness of the Buyer to Pay any sum to it on the due date.
- Automatically upon a Receiver, Examiner or Liquidator being appointed over any of the property of the Company or if a distress or executive is levied or served upon any property of the Company and is not paid off within 30 days
Preliminary Work/Original Matter
All work produced whether experimentally or otherwise at the Buyer’s request may be charged and will remain the property of the Seller. Original masters or any other set up material supplied by the Buyer will become the property of the Seller unless specifically required by the Buyer and any returns will be limited to matter in its original form. The Seller will not be liable for loss or damage to any other original masters. The Seller may reject any material supplied or specified by the customer which appears to him to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may at the Seller’s discretion be charged to the Buyer.
The Buyer shall inspect the Goods immediately upon delivery thereof. As a condition precedent to recovery for total or partial loss of or defects or shortages in or damage to any Goods supplied hereunder every claim of same must be made in writing by the Buyer within three days after the receipt of such Goods by or on behalf of the Buyer and the Buyer must also preserve whatever rights of action against third parties in respect of such loss, defects, shortages or damage to the Goods.
Limitation of Liability
- The Seller shall have no liability to the Buyer for indirect or consequential loss, damage, injury or expense of any nature of description however arising.
- The Seller shall have no further liability whatsoever for injury, death loss, damage or expense incurred by the Buyer resulting from defects in materials and/or workmanship in the Goods or services supplied hereunder howsoever arising.
Should delivery of any of the goods by prevented or delayed by happenings or occurrences due to “force majeure” or by reason of mobilisation hostilities acts of the State’s enemies or war (whether declared or not). Government action, department instructions or act of God, riots, contractions or workman lock-outs strikes or disturbances, wherever taking place, want of raw materials of fuel in consequence of non-delivery or any other causes, want of railway tracks, accidents, fire, flood, bleeding or accidents, blocking of accident to shipping or railway lines, failure of ships to sail at advertised times, reduction of stoppage of output at the premises where the Goods are being manufactured through fire, flood, heat, frost, holidays, breakdowns of or accidents to machinery or any other causes or circumstances whatever beyond the Seller’s control, the Seller reserves the right to cancel or suspect deliveries in any event the Seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of such events or happenings.
Buyer’s Warranty and Indemnity
- Buyer warrants that it has due power and authorisation to place the order for the Goods and that production of same by Seller shall not rise to any claim of breach of copyright or any other intellectual property right.
- The Buyer shall at all times keep the Seller indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of the contract herein contained with the Buyer or resulting from the supply of Goods or Services supplied hereunder
- If any claim is made against the Seller that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with the claim or paid or agreed to be paid by the Seller in settlement of the claim.
- Hardware is warranted by the manufacturer for a period of 12 months. This warranty does not cover wilful or accidental damage caused by mis-handling by the Buyer or the Buyer’s employees.
These General Conditions of Sales and all other express terms of every agreement between the Seller and the Buyer concerning the supply of Goods or services shall be governed by and construed in all respects in accordance with the laws of England & Wales and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts of England and Wales in relation to any matter arising hereunder in dispute if any provision of these Conditions of sale shall be determined by a Court of competent jurisdiction to be void or unenforceable the other terms and conditions shall remain unaffected and enforceable.
A waiver by the Seller of any breach of any of these terms and conditions by the Buyer or the failure by the Seller to enforce any right granted to it by these terms and conditions and shall not constitute a general waiver of such term provision, condition or right.