First Source Technology Ltd - Conditions of Sale
In the following Conditions, “we”, “us” and “our” refer to First Source Technology Ltd.
All orders accepted by us are subject to these Conditions of Sale. Unless expressly authorised in writing by one of our directors, no variations to these Conditions of Sales are permitted. These Conditions shall apply in preference to and supersede any terms and conditions made in the buyer’s order form or correspondence or otherwise, including any implied terms, warranties, conditions or stipulations (except any which are by law incapable of exclusion).
Quotations represent no obligation on our part until we accept the buyer’s order. Quotations are given and orders accepted at prices then ruling, but we reserve the right to execute orders at prices ruling at the time of despatch. Prices may be increased in the event of changes in import duty, exchange rates or surcharges, VAT, freight charges, or manufacturers’ prices. Unless otherwise stated, prices quoted exclude packing, delivery and insurance costs, and any taxes, duties, surcharges and VAT payable on any sale to the buyer. We reserve the right to amend prices to correct omissions or errors.
No discounts shall apply unless previously agreed by us in writing.
Any time or date quoted by us for delivery is given and intended as an estimate only. Whilst every endeavour is made to meet given dates and times, we shall have no liability whatsoever for any delay in despatch or delivery, or for any loss occasioned directly or indirectly thereby.
We reserve the right to deliver by instalments against any order; i.e. purchase orders placed on First Source Technology Ltd are divisible. Each delivery made thereunder:
shall be deemed to arise from a separate contract, and
shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any other contract.
We will endeavour to replace free of charge goods damaged or lost in transit provided the buyer notifies us in writing, within 3 days of delivery in the case of damaged goods, and within 6 days of invoice date in the case of non-delivery. Damaged goods must be held for inspection to enable a claim to be made to the carrier. If on delivery the shipment appears to be short, we should be notified within 3 days of receipt and the goods held for inspection.
Orders can only be accepted on a cash with order basis unless an approved credit account has been established with us. Once an approved credit account has been established, proper payment of an invoice is due within 30 days of the end of the month following the invoice date, unless otherwise agreed in writing by us. At our discretion, interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above LloydsTSB Bank Plc base rate from time to time in force.
(a) The property in the goods shall remain in First Source Technology Ltd until we have received payment in full for the goods.
(b) If the buyer (who as between himself and any third-party sub-purchaser shall be deemed to act on his own account and not as our agent) shall sell the goods prior to making payment in full for them, our beneficial entitlement therein shall attach to the proceeds of such sale or to the claim for such proceeds and the buyer shall hold all such proceeds of sale on separate account for us absolutely.
(c) So long as the property in the goods remains in First Source Technology, the buyer shall store the same so that they are clearly identifiable as our property and we shall have right without prejudice to the obligations of the buyer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any premises occupied by the buyer).
Nothing in this Condition shall confer any right upon the buyer to return the goods sold hereunder. We may maintain an action for the price notwithstanding that property in the goods may not have passed to the buyer.
7. Passing of risk
Notwithstanding that ownership of the same may remain with us, as from the time of delivery of the goods to the buyer the risk of any loss of or damage to the goods from whatever cause arising shall be borne by the buyer.
If the buyer makes any default in payment on the due date (time being of the essence) or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a company) enters into liquidation (whether compulsory or voluntary) or has a receiver or manager appointed to the whole or any part of the business or undertaking, or if distress or execution is levied or threatened upon any of the buyer’s property, then in any such case (and without prejudice to any other rights we have):
we shall be entitled to repossess and resell goods delivered to the buyer and not paid for in full and for that purpose to enter the property in which they are situated;
we shall be entitled to suspend all further deliveries to the buyer until the default is made good or to refuse to deliver any further goods to the buyer and to resell any further goods ordered by the buyer whether they are the balance of an order or the whole part of another order;
the buyer shall in any event be liable to make good to us our loss of profit on all such goods and all costs and expenses of repossession, storage, insurance and sale, and to pay us interest as provided above until actual payment.
9. Warranties and Claims
All warranties, express or implied statutory or otherwise are excluded. We will make every effort to obtain free replacements for defective goods from our suppliers, in accordance with such suppliers’ published specifications and terms of business, such defective goods to be notified to us within 28 days from the date of delivery. Under no circumstances will we be liable, in contract or otherwise, for any loss, damage, expense or injury of any kind consequential or otherwise, arising out of or in connection with the installation, use or failure of the goods sold or of any defect in such goods. No action shall be brought for breach of contract more than one year after accrual of the cause of action.
10. Use of goods
The buyer acknowledges that he is exclusively responsible for detailing the specification for all goods ordered from us, for ascertaining the use to which they will be put, and for determining their ability to function for that purpose. Accordingly, we have no liability arising out of any advice given by us to the buyer relating to his requirements in respect of any goods.
11. Restriction of Hazardous Substances
Our advice notes indicate whether we believe a part is RoHS compliant. However, First Source Technology Ltd, a distributor, relies on information made available by product manufacturers (and other distributors) relating to product descriptions as lead-free or RoHS compliant. We do not warrant or guarantee product description or content and will not be liable for a manufacturer’s or supplier’s act or omission or misleading product information.
12. Patent Warranty
The buyer warrants that any design or instruction furnished or given by him shall not be such as will cause us to infringe any letters, patent, registered, design or trade mark in the execution of the buyer’s order.
13. Cancellations and Return of Goods
In the event of the cancellation of an order we reserve the right without prejudice to charge up to 100% of the value of any stock held by us pending shipment against the buyer’s order, up to 100% of the value of any items for which we cannot cancel delivery from our supplier, and up to 50% of the remaining balance. In the event of cancellation by the buyer of part only of an order, we shall be entitled to re-calculate the price for the uncancelled part of the order (whether or not we have already delivered a quantity of the goods) as if it constituted the whole order, and to re-invoice the buyer accordingly.
Goods may only be returned following our written consent, and at the buyer’s expense in original condition and in the original packaging. If we agree to accept a return other than in the event that goods are defective, we will, at our discretion, charge the buyer a handling charge of 20% of the invoice value, plus VAT.
14. Telephone Orders
We will accept telephone orders provided that the buyer is able to supply an order reference, that the buyer has an account with us and that the account is up to date. Conditions of Sale apply to telephone orders.
15. Postage and Packing Charges
Will be made on each order (or on each shipment where several shipments are requested by the buyer).
16. Export Control Regulations
We shall in no circumstance be liable for any damage, loss or claim occasioned by any act or omission on the part of the buyer in contravention of any regulations issued by the United States Government concerning the export of goods, services or technology. Any goods supplied by us whose export from the United Kingdom is restricted by any government regulations shall not be exported by the buyer without the prior approval of the relevant authorities concerned with the administration of such regulations.
In the event of the buyer’s insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the buyer’s goods in our possession (although the same or some of them may have been paid for) for any money due either in respect of such goods or in respect of any general or particular balance or other money due from the buyer to us, whether under the same or any other order.
18. Force Majeure
We shall be relieved of all obligations to the buyer whenever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded in consequence of any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or by reason of any strikes, combination of workmen, lockouts, breakdown of plant, accident, civil commotion, war, force majeure or any other cause beyond our control.
These Conditions and all contracts between us shall be governed by and interpreted in accordance with English Law.