Terms and Conditions of Sale

Terms and Conditions of Sale

Conditions of Sale

TERMS AND CONDITIONS OF SALE

 

1. GENERAL

These conditions of sale shall apply to all contracts between FB Peripherals Ltd. (The Company) and its Customer ("The Customer) for the supply of goods or services ('Goods") by the Company to the Customer. These terms and conditions supersede any other terms and conditions referred to offered or relied on by the Customer. Any specific terms and conditions of the Company relating to the Goods will prevail over these terms and conditions in the event of any conflict. Subject thereto, no variation to these conditions will be binding, unless signed by the proprietor of the company.

All orders placed with the Company by the Customer will constitute an offer to the Company subject to these terms and conditions, and will be subject to acceptance by the Company.

 

2. CONTRACT

Subject to the provisions of clause 1 (General), these conditions constitute the entire agreement between the parties. Each party warrants to the other that it has not relied on any representation not recorded here which has induced it to enter into this Agreement. No amendment of these terms and conditions will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of this Agreement.

 

3. ACCEPTANCE OF ORDERS

(a) Quotations and price lists issued by the Company do not constitute any offer to sell the goods therein referred to and are merely invitations for an order subject to these conditions.

(b) Descriptions and technical information set down in the Company's leaflets and catalogues are to present a general idea of the Goods described in them and shall not form part of the contract between the Company and the Customer. Goods will be supplied to the Company's current standard design and finish. The Company reserves the right to amend detailed designs and specifications from time to time.

 

4. PRICES AND PAYMENT

(a) All prices quoted are expressed in Pounds Sterling net. Prices do not include VAT and any other similar taxes which will be payable by the Customer in accordance with prevailing legislation.

(b) Orders are accepted by the Company on the basis that the Goods will be supplied at the prices ruling at the date of despatch and quoted prices may be amended accordingly.

(c) Unless otherwise agreed delivery will be ex-works and goods will be packed to the Company's normal specifications in non-returnable packing and carriage will be arranged at the request and at the expense of the Customer. Where applicable COD charges will be added to the price of the goods.

(d) In case of deliveries within the UK payment shall be due 30 days from invoice except where the Company stipulates Payment In Advance terms. Any discounts specified by the Company shall apply only where payment is so received. Payment shall not be withheld on account of any claim by the Customer against the Company. The Company reserves the right to charge interest at 4% per annum above the base rate of Barclays Bank PLC applicable as well after as before any judgment on any sum outstanding after the due date. Failure to claim such interest immediately shall not prejudice the Company's claim to such interest at a later date.

(e) In the case of exports from the UK unless otherwise agreed all payments shall be made in the UK through an irrevocable Letter of Credit confirmed by a London Clearing Bank to be established in favour of the Company and have an additional validity equal to the delivery period plus one month. The Letter of Credit shall permit part shipment and provide for the release of 100% of the contract value of each shipment. No liability to deliver goods shall arise before the Company is in receipt of a satisfactory Letter of Credit as aforementioned.

(f) Notwithstanding the above provisions for late payment, in such event, the Company at its option and without prejudice to any other remedy at any time after payment has become due reserves the right to terminate or temporarily suspend the contract. If the Company becomes entitled to terminate the contract for any reason, any sums then due to the Company will become payable in full.

(g) Where Goods are delivered by instalments each instalment of Goods may be separately invoiced by the Company following date of despatch.

(h) The Company reserve the right to review the price(s) in the event of the Pound Sterling or fluctuation in the rates of foreign exchange.

 

5. DELIVERY

Each delivery of goods under this Agreement will be deemed to constitute a separate agreement to which these terms and conditions will apply, except that failure or defect in any delivery will not entitle the Customer to repudiate the Agreement nor to cancel any subsequent deliveries.

(a) The Company will endeavour to give a good delivery service but any estimated delivery dates quoted by the Company shall not form part of the contract between the Company and the Customer and the Company shall not save as provided in (b) below be under any liability for loss or damage resulting from any delay in delivery howsoever caused for non-delivery of Goods arising from any circumstances beyond the control of the Company.

(b) All Goods shall be examined by the Customer upon receipt. Notifications of any Goods lost or damaged in transit must be given in writing by the Customer to the Company in the following manner:

Within 7 days of the date of receipt in the event that Goods are damaged in transit or the quantities of Goods do not conform to the Advice Note accompanying the Consignment.

Within 5 days of date of receipt of the invoice in the case of loss in transit of the total consignment.

Subject to the Customers notification within the aforesaid time limits (which must be strictly observed) and the Company's acceptance of the claim notified by the Customer the Company shall if possible repair Goods damaged or otherwise shall replace Goods lost or damaged or at its option refund the amount of the value of such Goods as invoiced by the Company to the Customer or give credit to the Customer against any amount then owing to the Company but the Company shall not be liable for any further claims for direct, indirect or consequential damage or loss and its sole obligation shall be the repair replacement refund or giving of credit as aforesaid.

 

6. TITLE

Ownership will pass to the Customer only on receipt by the Company of the full invoice price of the Goods.

 

7. RISK

Risk in the Goods shall pass in accordance with the delivery and carriage terms stated in the Company's acknowledgement of order or in the absence of such statement then on leaving the Company's premises.

 

8. GUARANTEE AND LIABILITY

(a) The Company hereby guarantees to the Customer subject to (c) below that if any defect of workmanship or materials in the Goods is notified to the Company within 12 months of the date of delivery to the Customer and the defective Goods are returned (as provided by Clause 9 below) to the Company promptly upon discovery of such defect the Company shall, without charge repair the Goods shown to the satisfaction of the Company to be defective in workmanship or materials (and not as a result of misuse) or at its option replace such Goods or make refund or give credit to the Customer against any amount owing to the Company up to the amount of the value of the goods as invoiced by the Company to the Customer

(b) The Customer must ensure that the Goods are properly packed so as not to sustain any damage in transit. The Company will not accept responsibility under this guarantee for damage which the Company reasonably considers to have occurred in transit.

(c) The guarantee given above is (save as stated in (d) below) subject to the following terms and conditions:-

() Such guarantee is given and shall be accepted by the Customer in lieu of all guarantees, conditions, stipulations and warranties express or implied whether by statute or otherwise. All such implied conditions or warranties (save for the implied condition as to the Company's title to the Goods) are hereby expressly excluded. Failure of Goods to match exactly the finish and design of other Goods previously supplied by the Company is not to be regarded as a defect for the purposes of such a guarantee.

n The Company shall not in any circumstances be liable to the Customer for any indirect or consequential loss or damage or for any claim against the Customer by any third party and the Guarantee given by the Company hereunder shall not be transferable to any person.

(d) Nothing herein shall exclude or restrict any liability of the Company for death or personal injury of any person resulting from any negligence of the Company, its servants or agents as defined in Section 1 of the Unfair Contract Terms Act 1977.

(e) The Customer agrees that it has accepted these terms and conditions in the knowledge that the Company's liability is limited and that the charges payable are calculated accordingly.

(f) The Company will indemnify the Customer for direct damage to property caused solely either by defects in any of the Goods or by the negligence of its employees acting within the course of their employment and the scope of their authority. The total liability of the Company in such circumstances will be limited to £1,000,000 for any one event or series of connected events.

(g) Subject to the above clauses, the Company's liability for any breach of this Agreement will be limited to a refund of the purchase price paid by the Customer for the Goods. In no event will the Company be liable for any costs of procurement of substitute goods.

 

9. RETURNS

No goods may be returned without the Company's written consent. Goods authorised for return may only be returned under the following conditions:-

() The Goods must be packed in such a way as to arrive back at the Company’s premises in a saleable condition without the incurring of expense by the Company. () Name and address of the Customer and name of contact and Company advice note number must be enclosed with the Goods. (iii) Reasons for return (as stated unless authorisation for return was requested) must be documented, stating total quantity of Goods returned. (v) Documents must accompany the Goods.

 

10. CANCELLATION

If an order is cancelled the Company shall be entitled to claim as damages an amount up to 80 per cent of the value of the Order and shall have the right to realise at its discretion all monies, securities, valuables or goods pledged with it or held by it on behalf of the Customer and to apply the proceeds in or towards the satisfaction of such damages.

 

11. CUSTOMER'S PROPERTY

Customer's property and all property supplied to the Company by or on behalf of the Customer will be held, worked on, and carried out at Customer's risk.

 

12. FORCE MAJEURE

The Company shall not be under any liability to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer attributable to any cause of whatsoever nature beyond the Company's, reasonable control including but not limited to act of God, fire, and civil disturbances or riot, acts of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier carrier or subcontractor to deliver on time. No such failure or delay shall be deemed for any purpose of these Conditions to constitute a breach of contract.

 

13. INTELLECTUAL PROPERTY

(a) If the Goods are prepared for the manufacture according to the Customers designs or specifications the Customer shall indemnify the Company against any claims or liability for infringement of any copyright, patent, trademark or other industrial property right in consequence of such manufacture and the Company shall have no responsibility for such infringement.

(b) In the event the Customer becomes aware of any copyright, patent or other industrial property right infringement claim concerning the Goods:¬() The Company must be notified promptly in writing by the Customer of any notice or limitation of such claim;

n The Company may, at its option, assume sole control of the defence in any action on such claim and all negotiation, for its settlement or compromise; and

(iii) Should the Goods become or in the Company's opinion be likely to become the subject of a claim for infringement the Customer will permit the Company at its option to replace or modify the same so that they become non-infringing and the Customer shall have no claim in respect of such replacement or modification, or if neither option is feasible, at its option the Company will accept return of the Goods and refund a sum equal to the sum paid by the Customer for the Goods, subject to straight-line depreciation over a 5-year period. This states the exclusive remedy of the Customer in the event of any intellectual property infringement by the Company.

 

14. PROPRIETARY RIGHTS

All proprietary rights in all patents, designs, engineering details, schematics, drawings and other similar data relating to the Goods and not provided by the Customer are and shall at all times remain vested in the Company or the manufacturer of the Goods. The sale of the Goods to the Customer does not convey any ownership or licence to exploit any of the proprietary rights in the Goods.

 

15. TERMINATION

Without prejudice to any rights of the Company the Company may determine the contract governed by these Conditions if :-

(a) The Customer shall fail to take delivery of the Goods when required to do so or shall after due warning commit or continue any serious breach of its obligations under any contract with the Company, or

(b) Any distress execution or other legal process is levied upon any of the Customer's assets; or

(c) The Customer shall stop payment, make any arrangement or composition with its creditors, commit any act of bankruptcy or (being a corporation) shall enter into liquidation or have a winding-up petition presented against it or call a meeting of its creditors or suffer the appointment of a receiver in respect of any part of its undertakings or assets or have an administration order made in relation to it.

 

16. INDULGENCE

Any failure by the Company to enforce any of the contract terms shall not be construed as a waiver of any of its rights under these Conditions.

 

17. ERRORS AND OMISSIONS

No contract shall be invalidated because of printing or clerical errors.

 

18. APPLICABLE LAW

This agreement will be governed and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.

 

19. EXPORT AND RE-EXPORT LIMITATION

Having regard to the current statutory or other United Kingdom Government regulations in force from time to time and, in the case of Goods manufactured in the United States of America, to the United States Department of Commerce export regulations from time to time in force, and regardless of any disclosure made by the Customer to the Company of an ultimate destination for any Goods, the Customer will not export or re-export either directly or indirectly any Goods without first obtaining all such written consents or authorisations as may be required by any applicable Government regulations.

 

Last updated 25th August 2016

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