Disclaimer
CONDITIONS OF
1. GENERAL.
(a) DEFINITIONS in these conditions of sale
(i) inotec means inotec Barcode Security Ltd. T/A inotec
(ii) Customer means the person, firm or company, who places an order with inotec for the supply of systems, equipment, label media or manpower services
(b) Inclusion of terms inconsistent herewith. Only these conditions of sale shall apply to sales by inotec. If the terms and conditions stated in the customer’s order are inconsistent herewith, or if they contain a provision(s) purporting to exclude these conditions of sale, inotec’s acceptance of the customer’s order shall constitute a counter offer and the customer shall be deemed to have accepted these conditions unless it notifies the secretary of inotec at its Hull office to the contrary in writing within seven days of the date of acknowledgement of the customer’s order.
(c) Variation and Waiver. No variation, cancellation or waiver of these conditions shall be valid unless made in writing and signed by the secretary of inotec or a director of inotec.
2. EXTENT OF CONTRACT. The customer must notify inotec within five days of acknowledgement of order if such acknowledgement does not accurately confirm the customer’s order (failing which the customer will be bound by the terms of the acknowledgement).
3. ACCEPTANCE. inotec’s offer, estimates, quotations and price lists are without engagement and all orders require inotec’s acceptance in writing in order to create a contract. Any such acceptance shall nevertheless be subject to the customer’s credit being approved and to cancellation without liability at the instance of inotec should it subsequently find the customers credit inadequate. Notification of acknowledgement of order shall be deemed acceptance by inotec.
4. PRICES. Prices in any quotation exclude Delivery, VAT, Duty and other taxes and are valid for 30 days unless otherwise stated in the quotation and may be changed as a result of currency fluctuations, legislation, Government action or variation of order or specification by the customer.
5. AVAILABILITY. All items in the quotation will be subject to availability. Time is not the essence of the contract, but the best efforts will be made to meet delivery targets.
6. DELIVERY AND PAYMENT.
(a) Delivery of work shall be accepted when tendered and late delivery does not entitle the customer to reject the goods, terminate the contract or withhold payment.
(b) If expedited delivery is agreed, inotec may make an extra charge for necessary overtime and other costs incurred.
(c) Payment is due 30 days after delivery unless different terms of payment have been stated in the quotation or order acknowledgement.
(d) All sums due to inotec which are not paid on the due date (without prejudice to the other rights of inotec) will bear interest at the rate of 1% per month above the prevailing bank rate at that time, or pro rata per diem from the date the payment becomes due until the date payment is made.
(e) If any sum due to inotec is not paid on the due date all invoices delivered to the customer shall become immediately due and payable whether or not any credit or delayed payment periods have been agreed.
7. CLAIMS. Claims arising from damage, delay, or partial loss of goods in transit must be made in writing to inotec and the carrier so as to reach them within ten days of delivery, and claims for non-delivery within 28 days of despatch of the goods. All other claims must be made to inotec within ten days of delivery or within ten days of the defect coming to the notice of the customer.
8. LIABILITY. inotec shall not be liable for any consequential or indirect loss suffered by the customer whether this loss arises from breach of a duty in contract or tort or in any other way (including inotec’s negligence). Non-exhaustive illustrations of such loss are (i) loss of profits (ii) loss of Contracts (iii) damage to property and (iv) personal injury to the customer or any third party (but only insofar as such injury is not caused by inotec’s negligence).
9. CUSTOMERS PROPERTY. Customer’s property and all property supplied to inotec by or on behalf of the customer will be held, worked on, and carried at the customer’s risk.
10. GENERAL LIEN. Without prejudice to other remedies inotec shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiry of 14 days notice to dispose of such goods or property as it thinks fit and to supply any proceeds towards such debts.
11. RETENTION OF TITLE
(a) Title in goods supplied by inotec shall not pass to the customer until payment for the goods is made in full and no other amounts are owing by the customer to inotec.
(b) For the purpose of passing of risk, the time of passing of risk shall be the time of delivery of the goods.
(c) Without prejudice to other remedies, inotec shall have the right before title has passed to the customer to recover or re-sell the goods and to enter onto the customers premises for that purpose; if the customer sells the goods inotec shall have the right to trace the proceeds of sale received by the customer through any account maintained by the customer and the customer shall assign its rights to recover the selling price if required to do so by inotec.
(d) Title in software supplied by inotec shall not pass to the customer and is subject to the limited use as specified in the originator's licence for limited agreement. All software is supplied on the basis that the customer agrees to the terms of inotec’s and/or the originator’s licence for limited use.
12. CUSTOMER'S RESPONSIBILITY. The customer on acceptance of inotec’s quotation is deemed to have carefully selected the system or goods and is satisfied that it is fit for the purposes desired. inotec will have made representations as to the suitability based on information given by the customer or their agent prior to acceptance. inotec can only be responsible for these representations.
13. CONTRACT DELIVERIES. A contract for periodical supply of goods may not be terminated by the customer unless written notice is given to inotec at their
DELIVERIES LENGTH OF NOTICE
Weekly to Monthly 3 Months
Two Monthly and Quarterly 6 Months
Termination of periodical supply may be subject to a termination fee.
14. FORCE MAJEURE. Every effort will be made to carry out the contract but its due performance is subject to cancellation by inotec or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond inotec’s control.
15. LAW. These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England exclusively.