These terms and conditions shall apply to and be deemed to be incorporated in any contract for sale of Goods entered into with Ansible Motion Ltd ("the Company") howsoever arising and where such terms and conditions are in conflict with those set out in any specification, offer to purchase or order received from the Customer these conditions shall prevail unless otherwise agreed by the Company in writing. Goods are those physical items that are the subject of an order placed by the Customer. Software Products are those software applications and computer programs provided by the Company as part of an order placed by the Customer.
Prices quoted are valid for 30 days unless specified otherwise. Any purchase order received after the expiry of the quotation may be subject to amendment. The Company further reserves the right to amend its prices where an estimate is based on a stated quantity which is greater or less than the quantity ordered.
The delivery schedule will be specified by the Company in the quotation. When an order is placed for Goods to be supplied to the Customer against time schedules sent to the Company from time to time by the Customer the number or quantity of Goods stated in the order must be accepted by way of delivery within twelve calendar months from the date of the order or such other period as the Company has agreed in writing to the Customer.
Unless otherwise specified on the quotation all packing cases are non-returnable and will be charged for as required.
The right is reserved to charge packing and carriage on all orders from the Company's operating address in the United Kingdom to the point of delivery. When Goods are consigned in accordance with the Customer's instructions by other means involving extra costs, the excess over and above the normal carriage charge will be chargeable. For export, delivery FOB charges will be included as part of the unit cost shown on the invoice and payable by the Customer unless otherwise specifically shown on the quotation. The Company's responsibility for Goods sold FOB ceases immediately such Goods are delivered to the place of embarkation or shipment.
The Company will not be responsible for loss or damage or deterioration from whatever cause arising to Goods beyond delivery to the place of embarkation or shipment. The Company shall not be liable to give notice under Section 32(3) of the Sale of Goods Act 1893 or otherwise that it does not accept responsibility.
All drawings, descriptive matter, weights, dimensions and shipping specifications submitted and descriptions and illustrations contained in the Company's catalogues, pamphlets and other matter are approximate and by way of identification only and are intended merely to present a general idea of the Goods described therein, and their use shall not in any circumstances constitute a sale by description.
Notwithstanding that any sample or demonstration part or assembly may be exhibited and inspected by the Customer solely to enable the Customer to judge the quality of the bulk and shall not constitute a sale by sample under the contract. Any such items must be returned to the Company's offices carriage paid within one month of their dispatch from the Company's offices. When drawings are submitted under clause 7 hereof or samples exhibited under this clause they shall remain the property of the Company and shall be treated as confidential and shall not be divulged to third parties or used without the Company's written consent and shall be returned immediately upon request.
The time of delivery stated in this Acceptance or Quotation is the time of dispatch from the Company's offices or the time of acceptance by the Customer and any time limit issued by the Customer or the Company shall commence from the receipt by the Company of definite written instructions to proceed or of the necessary information completed drawings, materials and patterns if these are to be supplied by the Customer, whichever is the later. The date given for dispatch from the Company's offices is approximate only and the Company accepts no liability for the failure to adhere thereto although it will use every reasonable endeavour to do so. In the event of the suspension of the work or the delay of dispatch upon the Customer's instructions or by the lack of or ambiguity of the Customer's instructions or any delay howsoever caused beyond the reasonable control of the Company including but without prejudice to the generality of the foregoing strikes, lock out, war, fire, floods, defects in material, not supplied by the Company for the purposes of this Acceptance or Quotation, or any suspension of work pursuant to clause 11 hereof, a reasonable extension of time shall be granted and the Company shall be at liberty to increase the quoted price to cover any extra expenses incurred as a result of any default by the Customer.
After the expiration of fifteen days following the delivery to the Customer of any Goods the Customer shall be deemed to have accepted these Goods or such of them of which written notice of rejection sent by recorded delivery shall not have been received by the Company by that time save that this provision shall not apply to defects which are the subject of clause 12 hereof. Any such rejection shall become ineffectual if the Customer thereafter deals with or uses the Goods in any manner inconsistent with the rejection thereof whereupon the Customer-shall have no claim for damages or compensation by reason of any disconformity of the Goods with the contract save as may be made under clause 12 hereof. Goods which have been rejected should not be disposed of without written consent of the Company.
Nett cash payments are to be made by the date shown on the invoice. Monthly credit facilities on initial orders are subject to two trade references and the name of the Customer's bank being given on request. The Company reserves the right to deliver anyone or more consignments which are to be paid for in accordance with the foregoing terms and in the event of payment not being made for anyone consignment the Company is at liberty to suspend all operations in connection with the contract pending satisfactory settlement being arrived at. Where a special discount term of payment is offered as an alternative, such discount is conditional upon payment being received within the period stated in the specific quotation.
Save as provided in clause 6 hereof the Company's liability in respect of any defect in or failure of the Goods supplied or for any loss, injury or damage attributable thereto is confined to making good by replacement or repair defects in the Goods themselves arising from faulty design or workmanship on the part of the Company. The Company's liability is further limited to defects reported to the Company in writing by recorded delivery post within three months after dispatch of the relative Goods to the Customer by the Company. All warranties and conditions implied by the law whether statutory or otherwise are hereby excluded. The Customer will assume responsibility for the Goods being of sufficient suitability and quality for their purpose.
(a) The Goods shall be at the Customer's risk from the date of completion.
(b) In spite of completion and delivery being made property in the Goods shall not pass from the Company until: (i) The Customer shall have paid the price plus any V.A.T. payable thereon in full and in the case of payment by cheque until such time as the same shall have been cleared through the usual banking system and (ii) No other sums whatever shall be due from the Customer to the Company.
(c) Until the property in the Goods pass to the Customer in accordance with clause (b) the Customer shall hold the Goods and each item thereof on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other Goods in his possession and marked in such away that they are clearly identified as the Company's property.
(d) Notwithstanding that the Goods (or any item thereof) remains the property of the Company the Customer may sell the Goods in the ordinary course of the Customer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until the property in the Goods pass from the Company the entire proceeds of sale or otherwise of the Goods or any item thereof shall be held in trust for the Company and shall not be mixed with other monies or paid into any overdrawn bank account and shall be at material times identified as the Company's money. In the event that the Customer shall be a limited company (Private or Public) the directors of the Customer shall and are deemed to accept personal responsibility to ensure that such monies are retained and held in trust for the Company.
(e) The Company shall be entitled to recover the price (plus any V.A.T. payable) notwithstanding that the property in the Goods has passed from the Company.
(f) Until such time as property in the Goods pass from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold, to the Company. If the Customer fails to do so the Company may enter upon any premises owned, occupied or controlled by the Customer where the Goods or any item thereof is situated and re- possess the Goods or any such item thereof. On the making of such request the rights of the Customer under clause (d) shall cease.
(g) The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company if the Customer does so all sums whatsoever owing by the Customer to the Company shall forthwith become due and payable.
(h) The Customer shall insure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of the Company until the date that property in the Goods pass from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company if the Customer fails to do so all sums whatsoever owing by the Customer to the Company shall forthwith become due and payable.
(i) Where applicable the Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Company if the Customer fails to do so where it is applicable all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
(a) Subject to the terms and conditions contained herein and receipt of any applicable payments, all Software Products provided by the Company to the Customer are provided subject to a non-transferable, non-exclusive license to use the Software Products in object code format only.
(b) The Company reserves all rights to the Software Products not expressly granted herein. Except as set forth in this Agreement, no express or implied license, moral rights, or other right of any kind is granted to the Customer regarding the Software Products. Without limiting the foregoing, and except as set forth otherwise in this Agreement, the Customer shall not, nor permit others to: (i) store, run, display, load, use, produce, receive, reproduce, copy, market, sell, rent, distribute, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the Company's Products; or create derivative works based thereon, any portions thereof or using any information derived from the Company’s Products; (ii) obtain possession of any source code or other technical material
If the Goods and/or services are delivered/completed in instalments the Company shall be entitled to invoice for each instalment as and when each instalment is delivered/completed and payment shall be due in respect of each instalment delivered/completed notwithstanding non-delivery/non-completion of other instalments or other default by the Company.
The contract with the Company and these conditions shall be construed and have effect in accordance with the laws of England and Wales and are subject to the jurisdiction of such courts. The legal construction of the clauses herein shall not be affected by any marginal notes. Furthermore the unenforceability or invalidation of any part of the foregoing terms and conditions or any clause thereof shall not render unenforceable, invalidate or otherwise affect any other part of the said foregoing terms and conditions or clause thereof.
17.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR LOST PROFIT, LOST REVENUES DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THE CONTRACT, THE GOODS AND DELIVERABLES DELIVERED HEREUNDER OR THE SERVICES RENDERED HEREUNDER REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, EVEN IF THE BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 The Company's maximum aggregate liability to the Customer or its Affiliates or successors in title, under or in connection with this contract shall be limited to the lesser of 100% of the payments made under or in accordance with this contract or £1m. This limit shall apply however that liability arises, including, without limitation, a liability arising by breach of contract, warranty, indemnity, arising by tort (including negligence), or arising by breach of statutory duty.
17.3 Notwithstanding clause 17.2 above, nothing in this agreement shall limit or exclude the liability of either party for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation.