Goods & Services

UK INSPECTION SYSTEMS LIMITED

STANDARD TERMS AND CONDITIONS APPLICABLE TO THE SUPPLY AND SALE OF GOODS AND SERVICES

1.0  DEFINITIONS

1.1       In these Conditions, the following definitions apply:

Business Day – means a day (other than a Saturday, Sunday or a public holiday) when banks in the United Kingdom are open for business;

The Company – means UK Inspection Systems Ltd Limited (registered in England and Wales with company number 06932748); 

Conditions – means the terms and conditions set out in this document; 

Contract – means the agreement between the Company and the Customer, arising as a result of the Customer’s submission of an order for the Company’s goods or services; 

The Customer – the person or company that has provided the Company with a purchase order for the intention of entering into an agreement to purchase goods (machinery or parts thereof) or services from the Company; 

Equipment – is a singular or collective term for any machinery, goods or services, or combination thereof; 

Goods & Services – includes but is not limited to any components or accessories, or item of stock, or any service, that are the subject to a contract between the Customer and the Company; 

Machinery – means any metal detector, check weighing system, X-ray system, conveyor system or scale weighing system that requires commissioning at the customer premises; 

Order – means the Customer’s order for goods or services, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Company’s quotation, as the case may be; 

Quotation –  means a statement by the Company that confirms the current price for a specified good(s) or service; 

2.0       GENERAL 

2.1       These terms will apply to any contract between us for the sale of equipment, which may be machinery, goods or services. Please read these terms carefully and make sure you understand them before placing any order with us. Please note that before placing an order you will be asked to confirm your agreement with these terms; if you refuse to accept these terms then you will not be able to enter into a contract with us.

2.2       We amend these terms from time to time. Every time you wish to place an order with us you should check these terms to ensure you understand them.

2.3       An order from the Customer that is accepted by the Company shall form a contract which shall be deemed to incorporate and be governed by these Terms and Conditions. These terms and conditions shall take precedence over any terms and conditions which appear in the Company’s order or in any documents incorporated by reference in the Company’s order. 

2.4       No term or condition of the Customer’s order additional to or different from these Terms and Conditions shall become part of the contract unless explicitly agreed to in writing by the Company. Retention by the Customer of any products delivered by the Company, or payment by the Customer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Terms and Conditions. 

2.5       The Company’s failure to object to any provision contained in any communication from the Customer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision. 

3.0       QUOTATIONS 

3.1       We will respond to enquiries about machinery, goods and services with a formal quotation. 

3.2       Prices, specifications and dates for delivery referenced in the Company’s quotations are for information purposes only and shall not be binding on the Company until all technical requirements have been agreed and the Company has accepted the Customer’s order. 

3.3       Quotations terminate if not accepted by The Customer within 30 days. 

4.0       ORDERS (BASIS OF CONTRACT) 

4.1       By submitting an order to the Company, the Customer agrees to be subject to these Terms and Conditions of Sale in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates. 

4.2       No order, whether or not submitted in response to a quotation by the Company, shall be binding upon the Company until accepted in writing by the Company. 

5.0       PRICES AND TAXES 

5.1       Prices do not include taxes, including without limitation sales, use or excise taxes, applicable to the goods or services sold in this transaction, which taxes may, in the Company’s discretion, be added by the Company to the sales price or billed separately and which taxes shall be paid by the Customer unless the Customer provides the Company with any necessary tax exemption certificate. 

6.0       SHIPMENT AND DELIVERY OF GOODS 

6.1       Delivery will be deemed to have been effected when the products leave the premises of the Company or as the case may be the premises of the suppliers to the Customer in circumstances where the products are delivered direct from such suppliers. Time of delivery is not of the essence. 

6.2       The Company shall not be liable for any loss whatsoever or howsoever arising caused by non-delivery. 

6.3       The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment. When delivery is to be by instalments, or the Company exercises its right to deliver by instalments or if there be delay in the delivery of any one or more instalments for whatever reason this will not entitle the Customer to treat the contract as repudiated or to damages. 

7.0       RISK AND THE PASSING OF PROPERTY 

7.1       Risk in the products shall pass to the Customer when the products are delivered to, or collected by, the Customer or its agent. 

7.2       The Customer must provide its own insurance. 

7.3       Any claims for loss, damage or mis-delivery shall be filed with the carrier. All products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given in writing to the Company within such period. Acceptance shall constitute acknowledgement of full performance by the Company of all obligations under the contract. 

8.0       LIMITATION OF WARRANTIES 

8.1       Notwithstanding risk in the products passing in accordance with clause 5.1 hereof title in the products shall not pass to the Customer until payment is received by the Company for the products and no other amounts remain outstanding from the Customer to the Company in respect of other products supplied by the Company. 

Until title to the products passes: – 

8.1.1    the Customer will hold the products as fiduciary agent and bailee for the Company; 

8.1.2    the products shall be kept separate and distinct from all other property of the Customer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company. The Customer shall ensure that the products are not subject to any mortgage, charge, lien or any other security interest of any kind however created or arising. The Company is entitled to enter the Customer’s premises to repossess the products and the Customer should be required to give access. 

8.1.3    the Customer is only allowed to dispose of the products or to sell them in business operations carried out in due order and as long as there is no delay in payment. All claims that the Customer gets from the sale or due to another legal reason regarding the products will be passed on to the Company. For the sake of clarity, the sale proceeds are to be retained in a separate account for the Company’s benefit. On demand of the Company the Customer is obliged to notify the assignment of the claim, to give the Company in written all necessary information concerning the assertion of the claims and to deliver to the Company all necessary documents. 

8.2       If the product has been mixed with another product or if the product in any way whatsoever becomes a constituent of any other product, the Company will be given the ownership of this new product as surety of the full payment of what Customer owes to the Company. Customer agrees that the ownership of this new product, whether finished or not, is to be transferred to the Company and that this transfer of ownership will be considered to have taken place at the moment of the event by which the product is mixed with or becomes a constituent of another product. 

8.3       The Company shall at any time be entitled to appropriate any payment made by The Customer in respect of any products in settlement of such invoices or accounts in respect of such products as The Company may in its absolute discretion think fit notwithstanding any purported appropriation by The Customer. 

8.4       Until such times as the title in the products has passed to the Customer, the Company has the right to withhold delivery if the Customer (being a Company) has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law. 

8.5       For the avoidance of doubt, it is hereby declared that nothing in this clause shall affect the rights given to the Company by sections 38-48 of the Sale of Goods Act 1979. 

9.0       TERMS OF PAYMENT 

9.1       MACHINERY (To include goods and services with a value greater than £2,999.00) 

Upon receipt of an official order for goods from the Customer, the Company shall issue an invoice for 50% of the total value of the order, which will be due for payment immediately. No action to progress the order will be taken until payment is received into the Company’s bank account. Further invoices for the value of 40% and 10% of the total order value will be issued prior to despatch of goods; the 40% shall be due for immediate payment and the 10% invoice will revert to normal terms of net thirty (30) days from date of invoice. Delivery of goods from the Company to the Customer will not proceed until the money due for the 40% invoice has been received into the Company’s bank account.  The Company may, in its sole discretion, determine at any time that the Customer’s financial condition requires payment in advance or other assurance of payment satisfactory to the Company and, if such requirement is not met, may cancel the order or any part thereof and receive reasonable cancellation fees. If the Customer fails to pay any payment due hereunder when due, the Company may recover, in addition to the payment, interest thereon at the rate of 1.5% per month where lawful, otherwise the maximum lawful monthly interest rate, and reasonable legal fees. 

9.2       GOODS (with a value up to £2,999.00) 

Upon receipt of an official order for goods from the Customer, the Company shall issue an invoice for the full value of the order when the goods are despatched to the Customer. The invoice will be due for payment in accordance with standard terms of net thirty (30) days from date of invoice. 

9.3       SERVICES 

Upon receipt of an official order for services from the Customer, the Company shall make arrangements to deliver the required services. Upon completion of service delivery, the Company shall issue an invoice for the full value of the order. The invoice will be due for payment in accordance with standard terms of net thirty (30) days from date of invoice. 

9.4       Upon the Company’s acceptance of the Customer’s purchase order, a contract will exist between the two parties and the Standard Terms & Conditions of Sale Applicable to Service [contracts] will apply. 

10.0     CONTINGENCIES 

10.1     The Company shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the Company, including, by way of illustration but not limitation, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labour dispute, accident, fire, explosion, floods, storm or other acts, shortage of labour, fuel, raw material or machinery or technical failure where the Company has exercised ordinary care in the prevention thereof. 

10.2     If any such contingency occurs, the Company may allocate production and deliveries among the Company’s customers. 

11.0     EQUIPMENT (MACHINERY, GOODS AND SERVICES) 

11.1     The Company may modify specifications provided the modifications do not adversely affect the performance of the equipment to be supplied under the contract. In addition, the Company may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or non-availability of materials from the Company’s suppliers. 

11.2     This equipment is not considered to be a finished product as defined in Article 2.1 of the WEEE Directive in that it forms part of a fixed installation. Consequently, it is the responsibility of the user of this equipment to ensure the safe disposal of this product at the end of its life. 

11.3     The performance of this equipment is subject to conditions e.g. environmental, type of product and packaging. 

12.0     SOFTWARE 

12.1     The Company shall at all times have and retain title and full ownership of all software, firmware programming routines, and documentation thereof supplied by the Company for use with the equipment (machinery, goods and services), and of all copies thereof made by the Customer (collectively “software”). 

12.2     The Company grants the Customer a non-exclusive and non-transferable licence to use such software solely for use with the equipment (machinery, goods and services). The Customer shall take all reasonable steps to protect the Company’s proprietary interest in the software and shall not transfer or otherwise provide or sub-licence the software to any third party. 

13.0     LIMITATIONS OF WARANTIES 

13.1     The Company warrants that all [NEW] machinery shall be free from defects in material and workmanship under normal use for a period of one year from date of shipment to the Customer save that the Company does not warrant that operation of the software will be completely uninterrupted or error free or that all program errors will be corrected. 

13.2     The Customer shall be responsible for determining that the equipment is suitable for the Customer’s use and that such use complies with any applicable law. 

13.3     Provided that the Customer notifies the Company in writing of any claimed defect in the equipment immediately upon discovery and any such equipment is returned at the Customer’s risk to the original shipping point, transportation charges prepaid, within one year from date of shipment to the Customer and upon examination the Company determines to its satisfaction that such equipment is defective in material or workmanship, i.e. contains a defect arising out of the manufacture of the equipment and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing, the Company shall at its option repair or replace the equipment, shipment to the Customer prepaid. 

13.4     The Company shall have reasonable time to make such repairs or to replace such equipment. Any repair or replacement of equipment shall not extend the period of warranty. This warranty is limited to a period of one year, without regard to whether any claimed defects were discoverable or latent on the date of shipment. 

13.5     The Company warrants that all [Used/Refurbished] machinery will free from defects in material and workmanship under normal use for a period of three months from date of shipment to the Customer save that the Company does not warrant that operation of the software will be completely uninterrupted or error free or that all program errors will be corrected. 

13.6 The Customer shall be responsible for determining that the [Used/Refurbished] equipment is suitable for the Customer’s use and that such use complies with any applicable law. 

13.7     Provided that the Customer notifies the Company in writing of any claimed defect in the [Used/Refurbished] equipment immediately upon discovery and any such equipment is returned at the Customer’s risk to the original shipping point, transportation charges prepaid, within one year from date of shipment to the Customer and upon examination the Company determines to its satisfaction that such equipment  is defective in material or workmanship, i.e. contains a defect arising out of the manufacture of the equipment and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing, the Company shall at its option repair or replace the equipment, shipment to the Customer prepaid. 

13.8     The Company shall have reasonable time to make such repairs or to replace such equipment. Any repair or replacement of equipment shall not extend the period of warranty. This warranty is limited to a period of three months, without regard to whether any claimed defects were discoverable or latent on the date of shipment. 

13.9     All machinery, whether supplied as new or second hand (refurbished) will be supplied with a commissioning service. The Company undertake to attend site and commission the machine in situ and confirm it works to the required specification and that the Customer has sufficient training to be able to use the machine competently. Arrangements must be made by the customer, for the Company to attend site and complete the commissioning service within one month of the machine being delivered to the Customer. 

13.10   Any delay to this requirement must be agreed, in writing, by both parties. 

13.11   Failure by the Customer to facilitate the commissioning service within one month or the specified time by agreement, may at the Company’s discretion cause the warranty to be deemed invalid.

13.12   The Company reserve the right to determine that the machine has been correctly installed, commissioned and can be competently operated by the Customer as a condition of granting the appropriate warranty. 

13.13   The Company warrants that all [new] Goods will be supplied with the warranty from the supplier to the Company (third party) intact. Any claim for defective goods must be returned under the Company’s ‘Return Materials Authorisation’ system, so that the supplier can investigate the validity of the claim. The Customer must cooperate with this procedure and allow the Company reasonable time to facilitate this investigation. 

13.14   If the Customer shall fail to pay when due any portion of the purchase price or any other payment required from the Customer to the Company under this contract or otherwise, all warranties and remedies granted under this Section 10 may, at the Company’s option, be terminated. 

13.15   The foregoing warranty is exclusive and in lieu of all other representations, warranties and covenants, express or implied by statute or common law, to the extent permitted by law with respect to the equipment and any defects therein of any nature whatever, including without limitation warranties of quality or fitness for a particular purpose. The company shall not be liable for, and the customer assumes all risk of, any advice or failure to provide advice by the Company to the customer regarding the equipment or the customer’s use of the same. Under no circumstances shall the Company be liable to the Customer under any tort, negligence, strict liability, or product liability claim and the Customer agrees to waive such claims. Nothing in this clause shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence. The Company’s sole and exclusive liability, and the customer’s sole and exclusive remedy, for any nonconformity or defect in the products or anything done in connection with this contract, in tort (including negligence), contract, or otherwise, shall be as set forth in section 13.0 hereof. 

14.0     PATENTS 

14.1     The Company shall defend any suit or proceeding brought against the Customer to the extent that it is based on a claim that any equipment manufactured by the Company infringes in construction or design a European, United Kingdom or United States patent, and shall indemnify the Customer against all costs, damages and expenses finally awarded against the Customer provided that the Customer notifies the Company promptly in writing of any such claim and gives the Company full and complete authority, information and assistance for the defence of such claim and provided further that the Company shall have sole control of the defence and of the negotiations for settlement, if any, of such claim. 

14.2     If any such equipment is held in construction or design directly to infringe any European, United Kingdom or United States patent and the use of said equipment is enjoined, or in case any equipment may, in the opinion of the Company, be held to infringe, the Company may, at its expense and option, either (a) procure for the Customer the right to continue using said equipment, (b) replace said equipment with a suitable noninfringing product, (c) suitably modify said equipment, or (d) refund the purchase price of said equipment less depreciation at twenty percent (20%) per year, and accept its return. 

14.3     The Company shall not be liable for any cost or expense incurred without the Company’s written authorisation. 

14.4     The Company shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Customer’s specification or from a combination with or an addition to equipment not manufactured or developed by the Company or a modification of the equipment after delivery or the use of equipment beyond that established by the Company or approved in writing by the Company. 

14.5     The foregoing states the entire liability of the Company, and the exclusive remedy of the Customer, with respect to any alleged patent infringement by the said equipment. 

15.0     LIMITATION OF LIABILITY AND THE CUSTOMER INDEMNITY 

15.1     In no event, regardless of the form of action, shall the Company be liable for any special, indirect, incidental, or consequential losses, including, but not limited to, losses or damages arising out of claims for loss of use, business, goodwill, or profits, and claims arising out of third party actions, regardless of whether such third party actions, or any other claims, losses, or damages, were reasonably foreseeable to the customer or the company, or damages arising out of the sale of its products to the customer or arising out of anything done in connection with the contract. 

15.2     The customer’s exclusive remedy arising out of its purchase and use of the Company’s products, or arising out of anything done in connection with the contract, shall be for damages and no claim or claims of any kind, whether based upon contract, warranty, tort (including, but not limited to, negligence, warranty and strict liability), statutory or regulatory provisions, indemnity, contribution, or otherwise, shall be greater in amount in aggregate than the purchase price of the products in respect of which damages are claimed. 

15.3     The Customer shall indemnify and hold harmless the Company, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by the Customer’s abnormal or negligent use or operation of equipment (machinery, goods and services) (machinery, goods and services). 

16.0     PROPRIETRY INFORMATION 

16.1     The Customer represents that it has adopted reasonable procedures to protect Proprietary Information, as defined hereafter, including binding agreements with employees and consultants to prevent unauthorised publication, disclosure or use of such during or after the term of their employment by or services for the Customer. 

16.2     The Customer shall not use Proprietary Information except as required for the use of the equipment (machinery, goods and services) (machinery, goods and services), shall not disclose Proprietary Information to any third party, and shall not transmit any documents or copies thereof containing Proprietary Information to any third party, except as may be authorised in writing by the Company. 

16.3     This Section shall survive termination of the contract. 

16.4     “Proprietary Information” shall mean information or data of the Company, or a third person to whom the Company owes obligations of confidentiality, and which is furnished or to be furnished to the Customer in written, graphic or machine-readable form and is marked proprietary information or confidential. Where copies or alternative forms of information or data are received from the Company, such information or data shall be considered Proprietary Information if at least one of said copies or alternative forms is marked proprietary or confidential. 

16.5     This Section shall not apply to information which The Customer demonstrates was in the Customer’s possession prior to receipt from the Company or information which the Customer demonstrates is or has become available to the public or general knowledge in the industry otherwise than through the fault of the Customer. 

17.0     RESCHEDULING AND CANCELLATION 

17.1     Orders accepted by the Company may be cancelled or rescheduled by the Customer only with the written consent of the Company (which consent the Company may withhold for any reason) and upon payment of the Company’s cancellation or rescheduling charges. 

17.2     The Company shall have the right without penalty or payment to cancel any order accepted (i) if the Customer fails to make any payment when due to the Company under the contract or any other contract (ii) if any act or omission of the Customer delays the Company’s performance, (iii) if the Customer violates any of these Terms and Conditions, or (iv) if the Customer’s credit becomes impaired; and in the event of such cancellation the Company shall be entitled to receive reimbursement for its reasonable and proper cancellation charges. 

18.0     NON-WAIVER; REMEDIES 

18.1     No waiver of any breach of these Terms and Conditions shall constitute a waiver of any prior or subsequent breach of any similar or dissimilar provision or a modification of the contract. All the Company rights and remedies, whether evidenced hereby or by any other contract or document, shall be cumulative and nonexclusive and may be exercised singularly or concurrently. 

19.0     APPLICABLE LAW AND ACTIONS TO RECOVER DAMAGES 

19.1     The contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts. If any provision of these Terms and Conditions is held to be unenforceable, such holding shall not affect the enforceability of any other provision. 

19.2     Prior to commencement of any legal proceedings, the Customer and the Company shall meet at a senior level to attempt to resolve differences. Notwithstanding any attempts to resolve differences or negotiations regarding such differences, any action brought by the Customer against the Company arising out of this contract or the Customer’s purchase and use of the equipment must be commenced within one year after such action accrues and in no event later than two years after date of shipment of such equipment. 

20.0     ASSIGNMENT 

The contract shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. The contract is personal to the Customer, and the Customer may not assign any of its rights or delegate any of its obligations thereunder, in whole or in part, without the prior written consent of the Company which may be withheld for any reason. 

21.0     COMPLETE AGREEMENT MODIFICATIONS 

This contract constitutes the entire agreement between the parties relating to the sale of the machinery, goods or services and no addition to or modification of any provision of said agreement shall be binding upon the Company unless agreed in writing by the Company. 

22.0     NOTICES 

All notices given under the contract shall be in writing, mailed by first class mail, certified or registered, or delivered by hand to the address of the other party set forth in the quotation or to such other address as such party may designate from time to time by such notice, and shall take effect when received.