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TERMS AND CONDITIONS OF SALE
(Updated 16th January 2012)
1. DEFINITIONS
In these conditions, unless
the context requires otherwise:-
1.1 “Customer” means the person who buys or agrees to buy the goods
from Touchscreens Direct ;
1.2 “Conditions” means the terms and conditions of sale set out in
this document and any special terms and conditions agreed in writing
by Touchscreens Direct ;
1.3 “Delivery Date” means the date specified by Touchscreens Direct when the
goods are to be delivered;
1.4 “Goods” means the articles which the Customer agrees to buy from
Touchscreens Direct
1.5 “Price” means the price for the Goods excluding delivery
charges, packing, insurance and VAT; and
1.6 “Touchscreens Direct” means Touchscreens Direct Limited of Stanier Road, Calne,
Wiltshire, SN11 9PX whose registered office is designated as being
at the same address.
2. CONDITIONS APPLICABLE
2.1 These Conditions shall
apply to all contracts for the sale of Goods by Touchscreens Direct to the
Customer to the exclusions of all the terms and conditions including
any terms and conditions which the Customer may purport to apply
under any purchase order, confirmation of order or similar document;
2.2 All Goods shall be deemed to be an offer by the Customer to
purchase Goods pursuant to these Conditions;
2.3 Acceptance of delivery of the Goods shall be deemed conclusive
evidence of the Customer’s acceptance of these Conditions;
2.4 Any variation to these Conditions (including any special terms
and conditions agreed between the parties) shall be inapplicable
unless agreed in writing by Touchscreens Direct.
3. PRICE AND PAYMENT
3.1 The Price of Goods shall
be Touchscreens Direct’s quoted Price (either written or verbal)
which shall be binding upon Touchscreens Direct provided the
Customer shall accept Touchscreens Direct’s quotation within the
agreed payment terms;
3.2 Payment of the Price and VAT and delivery charges shall be made
by the Customer on or before the date fixed in accordance with the
terms agreed between the Customer and Touchscreens Direct or within 30
(thirty) days of the date of the invoice (whichever shall be the
sooner);
3.3 The Customer shall be liable to pay interest on any overdue
amount at an annual rate of 2.5% above the prevailing base rate of
Lloyds TSB Bank plc, which interest shall accrue on a daily basis
from the date payment becomes due until the Company has received
payment of the overdue amount together with all accrued interest.
4. THE GOODS
4.1 The quantity and
description of the Goods shall be set out in Touchscreens Direct’s
quotation.
5. DELIVERY OF THE GOODS
5.1 Delivery of the Goods
shall be made to the Customer’s address or that as specified by the
Customer;
5.2 Touchscreens Direct shall not be liable for any loss or damage whatsoever
due to failure by Touchscreens Direct to deliver the Goods (or any of them)
promptly or at all;
5.3 Notwithstanding that Touchscreens Direct may have delayed or failed to
deliver the Goods (or any of them) promptly, the Customer shall be
bound to accept delivery and to pay for the Goods in full provided
the Delivery shall be tendered at any time within three months of
the date of the invoice;
5.4 The Customer must notify Touchscreens Direct immediately if the Goods
are not received within ten days from the date of the invoice;
5.5 Goods returned without the prior written approval of
Touchscreens Direct
may have Touchscreens Direct’s absolute discretion be returned to the
Customer or stored at the Customer’s cost without prejudice to any
rights or remedies Touchscreens Direct may have.
6. ACCEPTANCE OF THE GOODS
6.1 The Customer shall be
deemed to have accepted the Goods up to forty eight hours after
delivery to the Customer;
6.2 After acceptance the Customer shall not be entitled to reject
Goods which are not in accordance with the contract;
6.3 In the event that the Customer declines to accept the Goods in
breach of these conditions, the Customer shall pay Touchscreens
Direct as
and by way of agreed liquidated damages an amount equal to the Price
of the Goods less the net proceeds received by Touchscreens Direct (which
the said proceeds may be less than the sum agreed to be paid for the
goods by the customer) on re-selling the Goods after deducting the
costs and expenses of re-sale;
6.4 Any Goods which are returned by the Customer in accordance with
these conditions shall be returned in their original packaging and
in a clean re-saleable condition. A restocking charge will be levied
by Touchscreens Direct to the Customer of 20% of the original
invoice value (less shipping costs).
7. WARRANTIES AND LIABILITY
7.1 Touchscreens Direct warrants
that the Goods supplied will, at the time of delivery,
correspondence to the description given by Touchscreens Direct . Except
where the Customer is dealing as a consumer (as defined in the
Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in
Consumer Contracts Regulations 1999 Regulation 3(1)) all other
warranties, conditions or terms relating to fitness for purpose,
quality or condition of the Goods, whether express or implied by
statute or common law or otherwise are excluded to the fullest
extent permitted by law.
8. THIRD PARTY RIGHTS
8.1 The provisions of the
Contracts (Rights of Third Parties Act) 1999 shall not apply to this
contract and a person who is not a party to this Contract shall have
no right under that Act to enforce any term of the Contract.
9. MANUFACTURERS' GUARANTEES
9.1 The Customer are
required to take
the benefit of any Manufacturer’s guarantees in relation to the
Goods. The Customer shall take all steps promptly to register the
Goods with the Manufacturer and comply with any conditions set by
the Manufacturer to ensure the continued validity of any such
guarantee;
9.2 Touchscreens Direct gives no indemnity to the Customer in respect of any
failure or un-enforceability of the Manufacturer’s guarantee.
10. LIMITATION OF TOUCHSCREENS DIRECT’S
LIABILITY
10.1 Touchscreens Direct’s
liability to the Customer, whether for any breach of contract or
otherwise, shall not, in any event, exceed the original sale price
and Touchscreens Direct shall be
under no liability for any direct loss and/or expense or indirect
loss and/or expenses suffered by the Customer or liability to third
parties incurred by the Customer.
11. RETENTION OF PROPERTY
11.1 The Goods shall be at
the Customer’s risk as from delivery;
11.2 In spite of delivery having been made title to the Goods shall
not pass from Touchscreens Direct until:-
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11.2.1 The Customer shall have paid the Price plus VAT plus delivery
charges in full; and
- 11.2.2 No other sums, whatever, shall be
due from the Customer to Touchscreens Direct;
11.3 Until title to the Goods passes the to Customer, the Customer
shall hold the Goods and each of them on a fiduciary basis as they
leave Touchscreens Direct. The Customer shall store the Goods (at no
cost to Touchscreens Direct) separately from all other Goods in its
possession and marked in such a way that they are clearly identified
as Touchscreens Direct
’s property;
11.4 Notwithstanding that the Goods (or any of them) remain the
property of Touchscreens Direct, the Customer may sell or use the
Goods in the ordinary course of the Customer’s business at full
market value for the account of Touchscreens Direct until title to
the Goods passes from Touchscreens Direct , the entire proceeds of
sale or otherwise of the Goods shall be held in trust of Touchscreens
Direct and shall not be mixed with other money or paid into any
overdrawn bank account and shall be, at all material times,
identified as Touchscreens Direct’s money;
11.5 Until such time as title to the Goods passes from Touchscreens
Direct, the Customer shall, upon request, deliver up such Goods that
have not ceased to be in existence or re-sold to Touchscreens
Direct. If the Customer fails to do so, Touchscreens Direct may enter upon any premises
owned, occupied or controlled by the Customer where the Goods are
situated and repossess the Goods;
11.6 The Customer shall ensure to keep insured the Goods to the full
company price against all risks until the date of the property in
the Goods passes from Touchscreens Direct . 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 Touchscreens Direct.
12. PROPER LAW OF CONTRACT
12.1 This contract is
subject to the laws of England and Wales.
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