Terms & Conditions
Quick4You Limited
Standard Terms &
Conditions of Sale
PLEASE NOTE: THESE CONDITIONS
CONTAIN EXCLUSION CLAUSES.
PLEASE READ THESE
TERMS OF SALE CAREFULLY BEFORE PLACING YOUR ORDER AND RETAIN A COPY OF THESE
TERMS AND YOUR ORDER FOR FUTURE REFERENCE
1.
Definitions
In these Conditions,
unless the context requires otherwise, the following expressions shall have the
following meanings: "The Agreement" the agreements, warranties,
conditions, representations and other terms set out in these Conditions and in the
Order Acknowledgement; "These Conditions" these Standard Conditions
of Sale; "Customer" the party, named as Customer in the Order
Acknowledgement; "Company" the "Company" being Quick 4 You
Limited supplying the Goods; "Goods" the goods which are the subject
of the Order Acknowledgement including all instruction leaflets, manuals,
drawings, illustrations and specifications provided by the Company to Customer;
"Order Acknowledgement" the Company's official written order
acknowledgement of the Customers order or the Company's invoice whichever of
these documents is issued to the Customer by the Company first;
2.
Application and Variation of these Conditions
a) These Conditions
together with any special conditions set out in the Order Acknowledgement shall
be deemed to be incorporated in all agreements for the sale of any Goods to the
Customer and shall apply in place of and prevail over any terms or conditions
contained or referred to elsewhere or implied by trade custom, practice or
course of dealing.
3.
Formation of Contract and Cancellation
a) The Company's
catalogues, Internet shop, price lists and quotations do not constitute offers
made by the Company unless they are expressed to be fixed quotations remaining
open for a specified period and the Company reserves the right to withdraw or
revise the same at any time prior to the Order Acknowledgement.
b) Customer shall not
cancel any order without the Company's previous consent in writing. Such
consent may be made conditional on payment by the Customer of an appropriate
charge. No other obligation or agreement relating to the sale of the Goods,
Services is binding on the Company unless set out in the Agreement or in an
amendment or addition thereto duly agreed in writing by the Company.
4.
Documentation and Specification
a) All drawings,
designs, specifications and particulars of weights and dimensions submitted by
the Company remain the property of the Company and are intended merely to
describe the Goods. They are not to be regarded as a warranty, representation
or contractual term unless it is expressly so stated in the Order
Acknowledgement.
b) The Customer shall
ensure timely supply of information and free issue material as appropriate to
enable the Company to meet delivery dates.
c) The Company has a policy
of continuous improvement on its products, and reserves the right to alter the
specification of standard items accordingly.
5. Price and Variation of Price
a) The Prices for the
Goods shall be as set out in the Order Acknowledgement. All Customs and Excise
duties, import or export duties and all other taxes, tariffs and surcharges of
any nature whatsoever now or hereafter levied or imposed in any country or
territory either directly or indirectly in respect of the sale, supply,
delivery or use of the Goods or payments for them or upon freight or other
charges shall be borne by Customer and except as stated in the Order
Acknowledgement are additional to the prices therein stated.
b) If between issue of
Order Acknowledgement and date of delivery the price payable by the Company for
significant material items included in the goods, shall have increased, the
Company may increase the prices of such Goods and shall in writing so notify
the Customer, who shall accept the Goods at the new price unless the Customer
notifies the Company within 28 days of the Company's notice that it has
withdrawn its order.
6.
Invoicing and Payment
a) Subject to the
Company's approval of the Customer's current credit rating, full payment for
all invoiced items shall be made in the invoice currency so that the Company
receives payment on order or within 30 days of invoice date for
pre-approved credit accounts holders unless
otherwise specified in the Order Acknowledgement.
b) The Company
reserves the right at its discretion at any time to withdraw any credit terms
and substitute "Cash with Order" terms. Unless otherwise expressly
approved in writing by the Company, payments shall be taken to discharge
Customer's oldest debt. If the Customer fails to make payments on the due date,
the Company may, in addition to taking any other action provided by these
Conditions:- charge interest on all overdue payments at 3% above the base
rate declared by bank of England from
the due date until the date of payment as well after as before any judgement;
and suspend all further delivery of Goods to be made under the Agreement or
further performance of any other contract with the Customer, in which event the
Customer shall not be released in any respect from its obligations to the
Company under the Agreement or any such other contract.
7.
Delivery
a) Unless otherwise
expressly provided in the Order Acknowledgement, all sales are Ex-Works
(Incoterms 2000). Where any special condition in the Order Acknowledgement
provides that the Goods are sold on the basis of any other international trade
term listed by the International Chamber of Commerce in Incoterms, 2000, the
meaning of such term shall be as set out in Incoterms, 2000 as revised from
time to time save where inconsistent with the provisions contained in these
Conditions. Section 32(3) of the Sale of Goods Act 1979 shall not apply to the
Agreement.
b) The Customer shall
inspect the Goods on receipt. The Company shall be under no liability in
respect of damage to Goods or incomplete delivery unless Customer's written
claim is received by the Company within 7 days of receipt of the Goods (or in
the case of missing or undelivered Goods, within 14 days of due date of
receipt), followed within 21 days of the Company's request for such evidence of
defect or shortage as the Company may reasonably request.
c) Any period or date
for delivery stated in the Agreement is intended as an estimate only and is not
a contractual commitment.
d) The Company may
deliver the Goods in one or more deliveries. Where delivery is affected by
instalment each instalment shall be treated as a separate contract. Failure by
the Company to make any delivery or part delivery in accordance with the
Agreement or any claim by the Customer in respect of such delivery or part
delivery shall not entitle Customer to reject the balance of the Goods agreed
to be purchased by Customer. At the Customer's request, the Company may consent
to postponement of delivery beyond the delivery date, subject to the Customer
assuming the risk in the Goods and paying storage charges.
e) At the request of
the Customer, the Company shall as agents for the Customer arrange for carriage
and transport insurance to the destination specified in the Customer's order on
such terms as to carriage and insurance as the Company considers appropriate,
unless the Customer specifies otherwise and the Company shall invoice Customer
all carriage and insurance costs incurred. Section 32(2) of the Sale of Goods
Act 1979 shall not apply to the Agreement. Customer shall meet the cost of any
special packaging requested by the Customer or any packaging rendered necessary
by delivery by any means other than the Company's normal means of delivery.
8.
Warranty
a) The Company
warrants:- the Goods against defects in design, materials and workmanship for
the period provided by the Manufacturer. This is typically 12 months from the
date of delivery to the Company, unless a written agreement exists between all
parties. Copies of Suppliers warranty clauses will be made available on
request. The liability of the Company shall be entirely discharged by the
assignment to Customer so far as is legally possible of such warranty rights as
have been granted by the manufacturers of such Goods. Where such an assignment
cannot be affected, the Company's' liability shall be limited to an amount (if
any) equal to the net amount (after deduction of costs) recovered by the
Company in respect of the Goods from the manufacturer.
b) The Company and its
Suppliers accept no liability for
i) Defects caused by
Customer's design or installation of the Goods or Software;
ii) Or if the Goods
have been modified or repaired otherwise than as authorised in writing by the
Company;
iii) Or if the Goods
have not been operated, stored, or maintained as recommended by the Company;
iv) Or if the defect
arises because of the fitting of the goods to unsuitable equipment;
v) or where Customer
has failed to observe the terms of payment for the Goods or any other
obligation imposed by the Agreement.
9.
Returns
a) Unless otherwise
expressly stated in the Order Acknowledgement, The Customer has the right to
return purchased goods within 28 days from the date of purchase, the Customer
must notify the company in writing of his wish to return the purchased goods
with the period stated herein, all returned goods MUST be in original packing
and unused
b) The Company reserve
the right to request more information on reasons of return and images of
retuned items whilst in Customer position furthermore the company reserve the
right to accept or refuse returns request if items delivered has been used or
not in original packing.
e) Unless the return
cussed by The company delivery of wrong items or damaged or defected goods and
at the request of the Customer, the Company shall as agents for the Customer
arrange for carriage and transport of returned goods as specified in the
Customer's order on such terms as to carriage and insurance as the Company
considers appropriate, unless the Customer specifies otherwise and the Company
shall invoice Customer all carriage and insurance costs incurred. Section 32(2)
of the Sale of Goods Act 1979 shall not apply to the Agreement. Customer shall
meet the cost of any special packaging requested by the Customer or any
packaging rendered necessary by delivery by any means other than the Company's
normal means of delivery.
10.
Refunds
Subject to Condition 9, the Company shall be
under no liability to issue Customer refund unless return request has been made
in writing, goods purchased are free from damages and kept in original packing,
If a refund request
was accepted the company will.
b) If the refund
caused by damaged or wrong delivery of goods the Company will arrange for
postage of the Goods back to the company warehouse and issue a full refund of
the initial order value including any postage and packing costs to the payment
method used at time of purchase The Company shall have no liability for any
indirect or consequential losses or expenses suffered by Customer, however
caused.
b) If the returns
caused by any other reason other than stated above the Company shall as agents
for the Customer arrange for carriage and transport of returned goods as
specified in the Customer's order on such terms as to carriage and insurance as
the Company considers appropriate, unless the Customer specifies otherwise and
the Company shall invoice Customer all carriage and insurance costs incurred.
he Company will issue a refund of the order value after claiming any postage or
packing costs to the payment method used at time of purchase The Company shall
have no liability for any indirect or consequential losses or expenses suffered
by Customer, however caused.
Section 32(2) of the
Sale of Goods Act 1979 shall not apply to the Agreement. Customer shall meet
the cost of any special packaging requested by the Customer or any packaging
rendered necessary by delivery by any means other than the Company's normal
means of delivery
11.
Limitation and Exclusion
a) Subject to
Condition 8, the Company shall be under no liability to Customer for any
damages or losses, direct or indirect, resulting from defects in design,
materials or workmanship.
b) The Company shall
have no liability for any indirect or consequential losses or expenses suffered
by Customer, however caused.
c) Except as
specifically set out in the agreement, any term, representation, condition or
warranty in respect of the Fitness For Purpose, satisfactory quality,
condition, description of the goods, whether implied by statute, common law,
trade usage, custom or otherwise, is hereby expressly excluded.
12.
Intellectual Property
a) The Company
warrants that to the best of its knowledge and belief the Goods do not infringe
any letters patent, designs or copyright in the UK. In the event that it is
alleged that the use or possession of the Goods by the Customer infringes any
third party intellectual property rights in the UK then:-
i. The Customer shall
promptly notify the Company in writing of any alleged infringement of which it
has notice;
ii. The Customer shall
not make any admission without the Company's consent;
iii. and the Company
shall have sole control of any related negotiations or litigation, and any
costs incurred or recovered shall be for the Company's account.
b) If at any time any
allegation of infringement of letters patent, design or copyright is made in
respect of the Goods or in the Company's reasonable opinion is likely to be
made, the Company may at its option and at its own expense either:- i) modify
or replace the Goods without detracting from overall performance thereof, so as
to avoid the infringement; or procure for the Customer the right to continue to
use the Goods;
ii) or repurchase the
Goods and Software at the price paid by the Customer less depreciation at such
rate as is applied by the Company to its own equipment.
c) The Customer shall
indemnify the Company against any and all liabilities, claims and costs
incurred by or made against it as a direct or indirect result of the carrying
out of any work required to be done on or to the Goods in accordance with the
requirements or specifications of the Customer involving any infringement or
alleged infringement of any rights of any third party.
13.
Passing of Property
a) The Goods shall
remain the property of the Company as legal and equitable owner and no property
in or title to the Goods shall pass to the Customer until their full price has
been duly paid to the Company. Pending legal and beneficial ownership of the
Goods unencumbered, passing to the Customer, the Customer:- shall keep the
Goods in good condition; fully insured in their full replacement value against
all risks prudently insured against; and shall not encumber in any way.
b) Failure to pay the
price for the Goods and that of such other goods referred to above when due
shall, without prejudice to any other remedies the Company may have, entitle
the Company to repossess the Goods or so much thereof as the Company may
determine from any premises where they may be. For the purpose of repossessing
the Goods or any part thereof the Customer hereby grants an irrevocable license
to the Company, its employees or agents, to enter upon such premises and
Customer shall pay to the Company the cost of removal and transport of the
Goods or any part thereof.
c) The Customer may in
its ordinary course of its business sell and deliver the Goods in which the
property remains with the Company to any third party as the Company's agent, in
a fiduciary capacity and for the account of the Company. Customer shall upon
request assign to the Company the legal title of any right against any third
party arising out of such sale. The Customer shall be entitled to receive from
the Company by way of commission the excess of the proceeds of sale over the
amounts due to the Company from Customer.
d) Notwithstanding the
provisions of this Condition, the Company shall be entitled to bring an action
against the Customer for the price of the Goods in the event of non-payment by
Customer by the due date as if the property in the Goods had already passed to
the Customer and/or shall have the right by notice in writing to the Customer
at any time after the agreed delivery date to pass the property in the Goods to
the Customer as from the date of such notice.
14.
Insolvency and Default
a) The Company may by
notice in writing to the Customer terminate this Agreement or in its absolute
discretion any other contracts with the Customer so far as unperformed by the
Company forthwith if:-
i) The Customer shall
commit any breach of any of the terms (including, without limitation, terms
concerning the time for payment of the purchase price) of this Agreement or any
other contract with the Company;
ii) The Customer
compounds with or negotiates for any composition with its creditors generally;
iii) or being an individual, the Customer shall die or have a receiving order
made against him;
iv) or being a body
corporate or legal persona, the Customer shall call any meeting of its
creditors or have a receiver or administrator of all or any of its assets
appointed or enter into any liquidation (other than solely for reconstruction
or amalgamation while solvent) or commit any other act of insolvency.
b) In the event of
such termination:-
i) The Customer shall
forthwith on demand deliver to the Company any Goods which are in the
possession or control of the Customer but in which the property remains with
the Company; and, in default thereof, the Company shall be entitled to
repossess the same and for such purpose to enter into and upon the premises of
the Customer without being liable for any damage caused thereby and the
Customer shall indemnify the Company from and against any liability to any
third party in respect of any such damage and from and against all actions,
proceedings, claims, demands, costs, damages and expenses howsoever arising;
ii) and the Company
shall be entitled by notice in writing to the Customer to declare immediately
due and payable any amounts outstanding from the Customer to the Company under
this or any other contract (such sums thereby becoming forthwith due and
payable);
iii) and the Company
may claim damages from the Customer for breach of the Agreement. The provisions
of this Condition and the exercise by the Company of its rights there under are
without prejudice to any other rights of the Company.
15.
Force Majeure
a) Neither party shall
be liable for breach of the Agreement other than payment if and to the extent
that fulfilment of a term or condition hereof has been prevented, hindered or
delayed by force majeure as defined in this Condition and in such event the time
for fulfilment of such a term shall be extended for such period as is
reasonable in all the circumstances.
b) The expression
"force majeure" shall mean any event of circumstances beyond the
immediate control of either party, including without prejudice to the
generality of the foregoing, strikes, lock-outs, trade disputes, accident to
plant or machinery, shortage of any material, failure in whole or in part of
any power or energy supply, delays in or cancellations of deliveries or
provision of services by third parties, riots, civil commotion, war national or
international, emergency, destruction or damage due to natural forces, fire,
flood, explosion, and compliance with orders or requests of any national or
local authority.
16.
Export
In the case of Goods
for delivery outside UK, the following conditions shall have effect and, in
case of inconsistency with other Conditions herein, shall prevail:-
a) Payment shall be
made in cash or by credit transfer at the date of the Order Acknowledgement.
b) The risk of loss or
damage to Goods shall pass to the Customer immediately on appropriation to the
Customer's order.
c) The Customer shall
satisfy himself and be entirely responsible for ensuring compliance with all
customs/ import/export and/or trans-shipment regulations. The Company will
assist the Customer by supplying all non-confidential or non-secret information
reasonably required by the Customer, but giving of such information shall not
constitute a representation nor be regarded as having contractual effect.
d) The application of
the Uniform Laws on International Sales shall be excluded.
17.
Goods Controlled by Export Licences
The Goods including
technical data may be subject to UK export control laws and may be subject to
export or import regulations in other countries. The Customer agrees to comply
strictly with all such regulations and acknowledges that it has the
responsibility to obtain licences to export, re-export or import Goods after
delivery to the Customer.
18.
Assignment
The Customer shall not
assign or otherwise transfer all or any of its rights, interests or obligations
under the Agreement without the prior written consent of the Company. Any or
all of the Company's rights or obligations under this Agreement or other
contract may be assigned by the Company and the Customer shall not assert
against an assignee any defence (other than actual payment), set-off or
counterclaim which the Customer may have against the Company.
19.
Set-off
The Customer
undertakes to make any payment due hereunder in full without any deduction,
offset or counterclaim whatsoever.
20.
Notices
Any notice hereunder
shall be deemed to have been given if delivered by hand or sent by prepaid
first class post or facsimile (confirmed by telephone and followed by notice by
post) to the party concerned at its last known address, and deemed to have been
received on the date of despatch, if delivered by hand or sent by facsimile,
and when received, if sent by post.
21.
Interpretation and Law
a) Headings are
included in these Conditions for convenience and identification only, and are
not to be taken to limit the meaning of any part of these Conditions.
b) If any provision or
part of a provision of the Agreement should be held unenforceable or in
conflict with the law of any relevant jurisdiction, any part so held
unenforceable or invalid shall be severed from the remainder of the Agreement
which shall not be affected by such severance. c) The Agreement represents the
complete agreement between the Company and the Customer with regard to the
Goods and contains all agreements, warranties, conditions, representations and
other terms agreed, made or relied upon by either party in connection with the
Goods. The rights of the Company shall not be prejudiced or restricted by any
indulgence or forbearance extended to Customer and no waiver of any breach
shall operate as a waiver of any subsequent breach.
d) These Conditions
and every contract connected therewith shall be governed exclusively by English
law, and any claim or dispute arising there from shall be submitted to the
English courts, or in such other court which in the Company's view constitutes
a forum convenient and of which the Company may notify the Customer at any
time.
e) Any reference in
these Conditions to any statute or statutory provision shall be construed as
including a reference to that statute or statutory provision as from time to
time amended, modified, extended or re-enacted whether before or after the date
of this agreement and to all statutory instruments, orders and regulations for
the time being made pursuant to it or deriving validity from it.