Definitions
1) the `Seller`means Imagestore Ltd 2) the `Buyer` means the Customer
Retention of Title
Goods remain the property of ImageStore Limited if not paid for in full. In the event of a trade `re-seller` of ImageStore equipment selling on goods this clause shall still apply to the end-user. (Goods not paid for in full may be re-claimed from the ultimate user)
Claims for Damages, Shortages or Loss
No claim for damages in transit, shortage of delivery or loss of goods will be entertained unless:
1- in the case of damage in transit or shortage of delivery, a separate notice must be made in writing to ImageStore within 24 hours of the receipt of the goods; or
2- in the case of loss of goods, notice in writing is given to ImageStore and a full claim in writing is made within 10 days of the date of consignment.
Delivery
Where a period is named for delivery and such period is not formally extended by the Seller in writing or under the provisions of the conditions hereof the Buyer shall take delivery within that period.
Estimated Delivery Date
Any time or date for delivery named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay. Any delay in delivery or part order will not be grounds for refusing the balance.
Credit Terms
All credit terms of payment quoted are 30 days subject to approved references if required by the Seller after receipt of order and/or contract.
All sums shall be paid to the immediately when due without deduction and payment shall not be withheld or deferred on account of any claim, counterclaim or set-off.
Indemnity
The Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer`s specification which involves the infringement of any letters patent, registered design or other intellectual property right of a third party.
Application of conditions
All quotations and tenders are submitted, and all orders and contracts are accepted subject to the following conditions unless otherwise expressly agreed by the Seller in writing.
Restocking Charge
To cover administration and handling in the event of cancellation of order we reserve the right to charge 15% of order value.
Suspension of deliveries
Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the Sellers place of business or that of the Sellers supplier or that of the Buyer as a result of strikes, lock outs, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the Seller or of the Buyer respectively .
Confirmation Orders
In order to avoid duplication all orders that are merely confirmation of orders previously placed, must clearly indicate the fact by being prominently overstamped `Confirmation Order - Do Not Duplicate`. The Seller reserves the right to treat any confirmation order which is not clearly marked as a separate order.
Specifications
Where specifications are to be supplied the Buyer shall supply such specifications in reasonable time to enable the Seller to complete delivery within the period named. In the event of complete working specifications not being received by the Seller within such time the Seller reserves the right to make such modifications in the price and terms of order as are incurred by reasons of such delayed instructions.
Legal Construction
These conditions shall in all respects be governed by and constructed in accordance with English Law and unless otherwise arranged shall be subject to the jurisdiction of the English Courts.
Limited of Liability
1 - All sales [and supplies] are made on the basis of the exclusion of all conditions and warranties whether express or implied, statutory or otherwise and of all obligations or liabilities on the pert of the Seller for damages including but not limited to indirect, special and consequential damages, arising out of or in connection with the use or performance of the goods supplied thereunder.
2 - The Seller shall not be liable to the Buyer [or any of the Buyers employees, servants or agents] should any damage, injury or loss (consequential or otherwise) be caused by or in conjunction with or arise from the performance or use of the goods whether caused by negligence or otherwise and the Buyer shall at all times indemnify and keep indemnified the Seller in respect of any costs, claims, damages or charges whatsoever and howsoever arising, whether under statute or common law, provided that this sub-clause does not exclude liability for death or physical injury to persons where and to the extent that such death or physical injury is caused by the negligence of the Seller or that of its servants or agents.
3 - Where any provision in the contract is held to be wholly or partly invalid or unenforceable by reasons of any statutory provision or other rule of law which cannot lawfully be excluded then such provision (or relevant part) shall be treated as severable and the remainder of the contract and of such provision (if any) shall continue in full force and effect.