Terms of Business

All agreements with the Buyer shall be subject to these Standard Terms of Sale.  The placing of an order implies the acceptance by the Buyer of these Terms, which shall also prevail over any documents with contrary provisions that have not been accepted in writing by the Seller.  Any alteration of these Standard Terms of Sale shall require an explicit written agreement between the parties.

The term “written” shall cover exchange on any media, including facsimile transmissions or email, which the Seller and Buyer recognise to be modes of transmission of data between the parties.

1 - DRAWINGS AND DOCUMENTS
The technical and performance specifications and other data stated in catalogues, brochures, circulars, advertising material, price lists and any other material are provided for guidance only.  The data shall only be binding if referred to expressly in the Agreement.

2 - FORMATION OF THE AGREEMENT
Unless otherwise agreed by the parties, all offers shall be valid for one month.  The Agreement shall be deemed to be complete when the Seller addresses written acceptance of an order to the Buyer or when the Agreement is signed by both parties or when the goods are delivered.  All orders shall be final and shall not be unilaterally called into question by the Buyer.   The Agreement shall only come into force when the payment instalment agreed between the parties has been collected; such coming into force could also be subject to supply by the Buyer of all the information required for performing the Agreement, any official permission that may be required and the supply of the other documents provided in the Agreement in conforming and usable form.

3 - PRICE
Unless otherwise agreed, prices shall be quoted exclusive of taxes or packaging costs, ex-works.   For export sales, the prices shall apply to the Incoterms ex-works.   Prices submitted in a special offer shall be defined in view of the quantities ordered and shall not include any duties, taxes, additional costs or levies of any other nature payable outside the UK.  They shall also exclude the cost of commissioning and assembly.  Unless otherwise provided, prices shall be expressed in the sterling (GBP.)
Processing costs may be charged on invoices where the net amount exclusive of taxes is less than a value defined by the Seller.
All testing and inspections requested by the Buyer shall be charged to the Buyer.

4 - PAYMENT
4.1 - In accordance with European Directive 2000/35/EEC relating to combating late payment, payments shall take place within 30 days of the date of the invoice.   However, the first instalment shall be paid along with the order.  Payments shall be effected in accordance with the instructions issued by the Seller, net without discount.
4.2 - The instalment shall not be advance money, and forfeiting the instalment shall not release the parties from the Agreement.  Payment shall be deemed to take place when the funds are effectively transferred to the account of the Seller. 
4.3 - In the event of late payment, the Seller shall be entitled to interest calculated on the amounts due, at LIBOR plus 5 percentage points.   In the event of late payment, the Seller shall have the additional facility to suspend the execution of its own obligations and demand the immediate payment of all the invoices under the Agreement or any other agreements with the Buyer.
4.4 - The failure to pay any amount or part thereof on its due date shall make the balance immediately payable.

5 - PENALTY CLAUSES
At the Seller’s discretion, the non-payment of any amount due shall immediately lead to the application of a penalty equivalent to 15% of the amount remaining due.

6 - DELIVERY TIME
Unless otherwise provided, the Seller shall be entitled to deliver the goods in several deliveries.  The payment schedule shall be determined accordingly in that case.  The Seller shall do all it can to ensure that the goods are delivered by the agreed time, but all delivery times shall be deemed to be stated for information and shall not be binding.  The time shall be calculated from the day on which the conditions for the Agreement to come into force are met.  The Seller is hereby released from any commitment in respect of the delivery time if the Buyer fails to fulfil any of its obligations hereunder or in the event of a force majeure circumstance or reasons out of the control of the Seller.   As far as possible, the Seller shall keep the Buyer informed of any such events as soon as possible. Penalties for delivery delays shall only be due if they are accepted in writing by the Seller and shall represent the totality of the compensation that the Buyer shall be entitled to claim.  In any event, the total penalty may not exceed 5% of the ex-works price of the goods that are not delivered on time.

7 - DELIVERY
Unless otherwise provided in the Agreement, the goods are made available ex-works, without packaging.   Any subsequent operations, particularly transport, handling, bringing to the work site etc. shall be at the cost and risk of the Buyer.   If the sale is an export sale, delivery shall be in accordance with Incoterm ex-works.  The risks relating to uncollected goods shall be borne by the Buyer and storage costs may be charged by the Seller unless otherwise agreed.  In any event, the Buyer shall check the shipments upon arrival and report any exceptions to the carrier within 48 hours and immediately inform the Seller.  Any special packaging requested by the Buyer shall be charged to the Buyer in addition to the agreed price and shall not be taken back by the Seller unless otherwise agreed.

8 - CONFIDENTIALITY – PATENT RIGHTS
The parties agree to keep confidential all information provided by the other party for the performance of the Agreement.
The Seller holds and shall retain exclusive ownership rights over the designs, drawings, models and other documents on any media that may be disclosed to the Buyer as part of the agreement or any offer and the associated patent rights.  Any such material may only be used by the Buyer for the performance of the agreement and shall be returned if the Agreement is not executed or upon a request from the Seller.

9 - GUARANTEE
9.1 - The Seller guarantees, in accordance with the manufacturer’s warranty, that the goods are free from any operating defect due to manufacturing, design, materials or workmanship, for a period of twelve months from the date of the invoice.  The guarantee shall not cover normal wear and tear, including for parts subject to wear.  Any software and software packages may come with special guarantee conditions.
9.2 - To benefit from the guarantee, the Buyer shall immediately inform the Seller in writing of the existence and exact nature of the defects found in the goods.   Under the guarantee, the Seller shall at its option repair, replace or modify such parts as are recognised to be defective by the Seller.  The guarantee shall not cover the costs of removal, reassembly or transport.   The replacement of one of more parts for any reason shall not extend the guarantee period.
9.3 - The guarantee shall not operate if the goods are installed, stored or used in a way that does not comply with their purpose, the recommendations of the Seller or manufacturer or good workmanship, if the goods are damaged or sustain an accident due to negligence, lack of monitoring or maintenance or if their conditions of use are modified.  The guarantee shall equally not operate if the goods are repaired, altered or dismantled by the Buyer or by any party that has not been approved by the Seller.
9.4 Software
The Seller shall not maintain the software supplied to the Buyer.  The software shall be guaranteed by the Seller in accordance with the legal guarantee and the guarantees relating to the normal use of the software, for a period of six months from the invoice of the said software.   The guarantee shall cover any latent defects of the software.  In particular, the guarantee shall not cover the development of new programs, the restoration of operational work, the training of staff, hardware maintenance or the installation of new software versions.   The Buyer shall be entirely liable for the use of the software.  This guarantee shall not operate if the software is used incorrectly or improperly or in the event of negligence, defective installation, failure to comply with the installation, maintenance or operating instructions, unauthorised modification, natural wear and tear, alteration or repair by a party that is not expressly authorised by the Seller or damage due to force majeure circumstances or third parties.

10 - LIABILITY
10.1 - The Seller shall only be liable for property damage, i.e. harm to the substance of the thing, subject to the fulfilment of the conditions for liability stated under article 9.  The liability of the Seller shall be limited to the amount exclusive of tax collected for the relevant goods.   The Seller shall not be liable for indirect or consequential damage such as any operating shortfall or loss of business.
10.2 - If any products are programmed upon a request from the buyer, the liability of the Seller shall be identical to that mentioned in 10.1, whether the product has been purchased by the buyer and/or manufactured entirely or in part by the Seller, providing the claim is related to a programming error that has been proven by the buyer.

11 - LICENCE
The software is protected from reproduction and all rights are reserved.  The licence to use the software products is granted subject to the payment of fees.  Unless otherwise agreed, the Buyer may not copy or reproduce any part of the software or documentation by any means or in any form or translate or transcribe the software and documentation into any other language.  As an exception, the Buyer may copy the products of the Seller alone, subject to a limit of two copies, for the sole purposes of backing up the software as a safety measure.

12 - TRANSFER OF TITLE
12.1 - The Seller shall retain the ownership of the sold goods till all the amounts due are collected in full.  Any failure to make a payment on its due date may entitle the Seller to claim its goods.
12.2 - However, risks shall be transferred to the Buyer when the goods are delivered as defined above, and the Buyer shall pay for the corresponding insurance costs.  The Buyer may not in any event pledge the goods or use them as security.

13 - FORCE MAJEURE
The Seller shall not be liable for any failure to fulfil its obligations if such failure is due to a force majeure event.   A force majeure event is any unforeseeable and unavoidable event that prevents the performance of the Agreement or any part thereof and that cannot be overcome despite the diligence of the Seller, its suppliers and subcontractors.  In the event of the occurrence of such an event likely to have a serious effect on the performance of its services, the Seller shall inform the Buyer within a reasonable period of time.

14 - TERMINATION- CHANGES IN COMMERCIAL RELATIONS
14.1 - If the Buyer fails to perform any of its contractual obligations, particularly as regards the payment of amounts on their due dates, the Seller may rightfully terminate the agreement if the Buyer fails to remedy its default within eight days of notice demanding performance given to the Buyer.
14.2 - The commercial conditions granted to the Buyer shall not constitute a commitment by the Seller as regards future conditions.  In particular, in the event of a payment incident, events that raise doubts about the financial soundness of the Buyer or commercial practices that are harmful to the Seller, the Seller may offer new condition or refuse new orders.

15 - APPLICABLE LAW AND DISPUTES
The Agreement shall be governed by the United Kingdom law.