Terms And Conditions - Anaspec

1 All goods are sold by us are sold solely upon the following terms and conditions unless otherwise agreed and confirmed by us in writing as a separate document to any other document and counter signed , dated and stamped with the seal of this company, and signed by a Director of this company. Printed conditions attached or otherwise to customers purchase order forms are binding only in so far that they are not at variance with these our terms and conditions of sale

1(a) All goods that are accepted by us and confirmed by a customers purchase order are accepted solely upon these and the following terms and conditions of sale. Printed conditions attached or otherwise to customers purchase order forms are binding only in so far that they are not at variance with our terms and conditions of acceptance and our general terms and conditions of sale. Spectrolab will not enter into an agreement whether assumed or otherwise with any company other than on these our terms.

1(b) Any quotation or proforma invoice or other document issued by our company is issued on the basis that it provides information that is our best estimate of the likely delivery times, shipping dates, prices and description of goods and other and none of the information contained can be considered as part of any contract whatsoever. All information is provided on the basis that it is given in good faith and to our best knowledge at the time this information was given. Also under no circumstances will we accept liability for any deviation from dates, prices, goods description, shipping dates etc that are shown on our quotations , proforma invoices and other documents, that might be considered as part of any acceptance of liability for whatever reason.

1(c) Any purchase order that is cancelled either in part or in its entirety will be subject to our conditions of cancellation. We will always make a charge for such cancellations up to an amount that is 110% of the total amount shown in our quotations and proforma invoices and will add to this amount any other amount relating to our costs of securing such payments owing. Our charges will be based on £210 per hour for each of our employees involved in securing payment of our cancellation charges and will add to this all other costs from third parties

2 Passing of Property and Risk

Risk of damage to or loss of goods shall pass to the Buyer after goods have left our premises in the case of goods to be delivered otherwise than at the Sellers premises, at the time when the Seller notifies the Buyer that the goods are available for collection, or in the case of goods to be delivered otherwise than in or at the Sellers premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods or the time when the Seller has tendered delivery of the goods. Subject to Condition 2 (d) below notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds for payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment as then due.

2 (b) Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Sellers fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Seller for the proceed of the sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the event of tangible proceeds, properly stored, protected and insured.

2(c) Until such time as the property in the goods passes to the buyer ( and provided the goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if the buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where the goods are stored or kept and repossess the Goods.

2(d) Passing of Property in Scotland: Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, where any goods are situated in Scotland the property in those goods shall pass to the Buyer on the receipt by the Seller, in cash or cleared funds, of payment in full of the price of this goods.

3 Delivery Dates and Force Majeur:

Whilst delivery dates are given in good faith and every effort is made to adhere to them, they cannot be guaranteed nor can we accept any responsibility whatsoever for any consequence of late delivery unless the Buyer has entered into a separate agreement with the Seller in which both parties confirm agreement of delivery on a specific date. Such an agreement will be made separately in writing before a purchase order is placed on the Seller and confirmed by the Directors of both the Buyer and the Seller. Whether time for delivery has been made of the essence or not, we cannot and will not in any circumstances whatsoever be held liable for any damage or loss to the buyer in respect of late delivery occasioned by circumstances which we consider to be beyond our control

4 Warranties

All Warranties offered are as per our detailed conditions of Warranty and may be different for each product offered and may vary from time to time.

5 Commissions

Commissions to Agents and or Representatives are payable only after the sale has been completed and that all monies due have been paid and cleared to our account and that all goods have been properly installed and accepted by the end user. It is the responsibility of the Agent and or Representative to ensure that all such conditions have been met and properly confirmed in writing to us. We will not accept any non compliance or deviation with this for any reason.

6 Documents that form a contract

The only documents that we will accept as being part of any contract are those signed in writing by a Director of this Company and duly dated. Under no circumstances will we accept responsibility for any other document and in particular faxed documents, faxes generally and or electronic mail and in all instances these our standard conditions of trade will apply.

7 Payments to 3rd parties

We will agree to make specific payments to 3rd parties for providing services to the Company that eventually lead to a purchase order being placed with the Company on the condition that the 3rd party provides details of the eventual end user and customer, the purchasing authority and the installation and after sales services that are required, prior to a purchase order being placed and received by the Company. Such payments will not exceed a maximum of 25% in total of the goods value and are payable on condition that the 3rd party provides a definitive form of guarantee that Installation, After Sales Care and Warranties can and will be provided to the end user in a way that is acceptable to the end user and ourselves. In situations where such services are not to be provided by the 3rd party due to lack of interest or incompetence or whatever, a maximum payment of 10% by way of a finders fee may be negotiated but only on condition that the conditions of the purchase order are fully satisfied. The Company may agree to divide a commission payment to a 3rd party on the basis of an agreed 10% as payment for a purchase order finders fee and 15% as payment for installation, warranty provision and after sales service by an agreed 3rd party in a way that is acceptable to ourselves, the end user and or customer.

The 3rd party will absolve ourselves the Company from responsibilities to the end user and or customer for all matters concerning Installation, Warranty and after sales service requirements and show this to be so in writing.

8 Agents and Representatives

A person or Company becomes an Agent or Representative of Spectrolab only when an Agreement has been concluded by both parties and that such an Agreement has been properly defined and has been sealed, signed and delivered to our satisfaction. All such documents will require the signature of a Director of this company and will be properly dated. All such agreements will be for a period of a one year only any renewals confirmed in writing and signed by a Director of this Company. Such Agreements can be extended indefinitely as confirmed.

9 Exclusivity

An Agent or Representative will be considered as exclusive for any geological area usually by Country or product, only after exact terms and conditions have been agreed in detail. Such conditions must be signed by a Director of this Company and sealed , signed and delivered by registered mail. All documents must be signed by both the Company and the Representative agreeing all terms and conditions. In all other situations exclusivity does not exist.

10 After Sale Services

We will only agree to provide our products for sale to Agents or Representatives on the condition that the final end user or eventual customer will be offered full after sales service covering all aspects of Warranty, Installation and Service. It is the responsibility of the Agent or Representative to ensure that such services can be provided in a way acceptable to the Company and the eventual Customer. This forms an integral part of any understanding or agreement with any Agent or Representative and forms the basis of any commissions or other payments that might from time to time become due.

11 Other Conditions

The remaining conditions which also apply concerning Conditions of Sale and Trade are refered to in our Document “ General Conditions of Sale and Trade “ and are described in our documents AGR100, AGR100A and AGR100B. available from us by application.

Note

The Terminology referred to as the Company in this document means any Spectrolab company belonging to The Anaspec Group