Terms and Conditions

1  DEFINITIONS
1.1 “The Company” means Sensemaster Ltd
1.2 “The Buyer” means the person, company, organisation or authority specified in the order.

2  GENERAL

2.1  Unless otherwise agreed in writing signed by a Director or other authorised officer in the Company, goods are supplied by the Company only on these conditions and no variation of or addition thereto (whether contained in any documents emanating from the buyer or made orally by any person acting or purporting to act on behalf of the Company) shall have effect. Should any of these conditions conflict with any conditions stated in the Buyer’s order then these conditions shall prevail. The giving by the Buyer of any delivery instructions for the goods or any part thereof or the acceptance by the Buyer of delivery of the goods or any part thereof, or any conduct by the Buyer in confirmation of the transaction set out on the basis hereof after receipt by the Buyer of this document shall constitute unqualified acceptance by the Buyer of these conditions.

2.2  The company shall be deemed to accept the Buyer’s order only on the sending by the Company of whichever shall be the first of :-
(a) Formal written acceptance or
(b) A dispatch or collection advice note or
(c) Invoice

3 PRICES, ORDERS AND VALIDITY OF QUOTATIONS

3.1 The company reserves the right to increase the price by an appropriate amount to take account of any increased cost caused by the alteration of the Buyer’s instructions, or lack of them, or of labour or materials.

3.2 Unless otherwise stated prices quoted are ex works and exclusive of packaging, carriage and insurance all of which are payable by the buyer where provided.

3.3 All prices quoted are exclusive of VAT unless otherwise stated.

4 DELIVERY

4.1 The Company will use its best endeavours to deliver the goods on the date or dates specified in the order of otherwise by either party, but such dates are approximate dates only and not guaranteed and time for delivery is not of the essence of the contract. The Company shall not be liable in respect of any claim arising out of or consequent to a failure to meet such dates and such failure shall not entitle the buyer to repudiate or cancel the contract unless such failure shall have been caused by wilful default or neglect of the Company.

4.2 Unless otherwise agreed the Company may make partial deliveries of goods ordered.

4.3 In the event of delivery being delayed for a period of six months from the said date or dates by war, invasion, hostilities (whether war has been declared of not) Civil war or unrest, rebellion, insurrection or military or usurped power or by any acts of foreign governments or by any statute, rules or regulations, order or requests issued by any government department or other duly constituted authority or from strikes, lock-outs, breakdown of plant or from any other cause (whether or not of a like nature) beyond the Company’s control either party may terminate the contract by notice in writing to the other.
4.4  Delivery shall be deemed to take place either:-
a  On the physical handing over of the goods to the Buyer or his designated carrier or agent or
b  On consignment of the goods by the Company to the Carriers for delivery in the normal course of business or
c  On the removal of the goods from the Company’s premises when the Company shall at the request of the Buyer, agree to transport the goods by its own transport or by carriers designated by the Company or
d  Upon the placing of the goods in the Company’s own storage facilities either at the request of the Buyer or his failure or refusal to accept delivery.

4.5  The risk in the goods shall pass to the Buyer on delivery as aforesaid and the Company shall incur no liability whatsoever for loss of or damage to the goods in transit or storage or for any loss or damage whether consequential of otherwise suffered by the Buyer as a result of the loss or damage to the goods in transit or storage unless the same shall be caused by the negligence of the Company in which event the Company’s liability shall be limited to the value of the goods.

4.6 Non delivery of the goods shall be notified to the Company within seven days of the date of despatch indicated by the Company.

4.7 The Company and (where relevant) the carriers must be notified within ten days of receipt of the goods of any damage or shortage and the Buyer must retain for inspection any damaged goods and packaging.

4.8 The Company shall incur no liability whatsoever in the event of failure by the Buyer to notify the Company of non-delivery, damage or shortage as above.

5 PAYMENT

5.1 The Seller may invoice the Buyer for the price of the Goods on or at any time after the Seller notifies the Buyer of the date of delivery in accordance with clause 4

5.2 The Buyer must pay the price of the Goods within 30 days, End of Month, of the date of the Seller's invoice, whether or not delivery has taken place.

5.3 If the Buyer fails to pay the price for the Goods, in accordance with clause 5.2, the Seller shall be entitled to:

5.3.1 Charge the Buyer interest on the price outstanding at the rate of 3% per annum above the Barclays Bank PLC base rate from the date that payment became due until actual payment is made, and/or

5.3.2 Cancel or suspend any or all further deliveries to the Buyer and/or terminate all or any part of any Contract that the Seller has within the Buyer without liability on the part of the Seller

5.4 All payments in accordance with this clause shall be made in United Kingdom sterling at the registered office of the Seller or to such bank or other person as the Seller may from time to time notify the Buyer.

6 RETENTION OF TITLE

6.1 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the Seller has received in cash or cleared funds the whole of the price of the Goods and all of other Goods which the Seller has sold or agreed to sell to the Buyer.

6.2 Until title of the Goods passes to the Buyer the Buyer shall:

6.2.1 Hold the Goods as the Seller fiduciary agent.

6.2.2 Keep the Goods separate from those of the Buyer and third parties.

6.2.3 Properly store, protect and insure the Goods: and

6.2.4 Mark the Goods to identify their ownership.

6.3 Until the Buyer has paid the Seller for the Goods and all other goods which the Seller has supplied to the Buyer, the Buyer resells the Goods:

6.3.1 the Buyer shall hold the proceeds of sale on trust for the Seller, such proceeds to be placed in a separate bank account in the name of the Buyer: and

6.3.2 The Seller may, by written demand, require the Buyer to assign to the Seller the Buyer's right to recover the price from its customer.

6.4 The Buyer must not assign to any other person any rights arising from a sale of the Goods without the Seller's prior written consent.

6.5 Until title to the Goods passes to the Buyer, the Seller may recover and resell them and for these purposes the Seller reserves the right for itself, its officers and agents to enter the Buyers premises.

7 INTELLECTUAL PROPERTY RIGHTS

Unless otherwise specially provided in the Contract, ownership and unencumbered title to all Intellectual Property created or developed by the Seller under or in connection with the Contract or in anticipation thereof are retained by the Seller.

8 CANCELLATION OF ORDERS BY THE BUYER

8.1 The Seller is under no obligation whatsoever to accept any reason whatsoever any cancellation of an order once accepted or the return of any Goods.

8.2 Acceptance by the Seller of any cancellation or return is subject to a minimum handling fee of 30% or other charges at the discretion of the Seller.

9 TERMINATION OF CONTRACT BY SELLER

The Seller may (without prejudice to any other rights) terminate the Contract forthwith by written notice to the Buyer, if the Buyer:

9.1 Shall have committed any breach of these Conditions:

9.2 Becomes bankrupt or has a nominee, supervisor, receiver, administrative receiver, administrator, liquidator or provisional liquidator appointed over all or any part of its assets, or suffers the appointment of any equivalent person under the laws of its domicile or place of incorporation:

9.3 Has stopped payment of, or is unable to pay, its debts as they fall due: or

9.4 Enters in to an arrangement with its creditors or some action is taken to terminate its business.

10 LIMITATION OF LIABILTY

10.1 Except as expressly stated above all other warranties, conditions and representations express or implied statutory or otherwise are (to the extent that they may in Law by excluded) hereby excluded and the Company shall not be liable in contract tort or otherwise for any loss, damage, expense or injury arising out of or in connection with the use or failure of the goods or any defect in them provided always that it shall accept:
a liability in respect of death or personal injury arising out of the Company’s negligence:

b  such liability limited to the value of the goods supplied by the Company in respect of other loss or damage arising out of the Company’s negligence.

10.2  The limitation of liability herein contained shall in no way affect such consumer rights (if any) as the Buyer may
have under the Sale of Goods Act 1979 or the Consumer Protection Act 1987.

11 PRODUCT LIABILTY

11.1  Where the Company’s goods are incorporated in or form a component part of any further product (“the subsequent product”) to be manufactured, assembled or produced by the Buyer or by any person with whom the Buyer shall contract for that purpose, the Buyer shall:

a  ensure that all instructions or guidelines given or published from time to time by the Company in relation to the incorporation installation connection and / or use of the Company’s goods are strictly adhered to and

b ensure that adequate instructions are given for the safe installation and / or use of the subsequent product so
that the same are brought to the notice of all likely users thereof the Buyer shall indemnify the Company against all liability, proceedings, costs, claims and expenses in respect of any injuries loss or damage howsoever arising from the use of the subsequent product to whom so ever caused.

12 WAIVER

The Waiver by the Seller of its rights or the giving of anytime for the remedy of any breach of any of these conditions shall not in any way prejudice or affect the subsequent enforcement of that clause or right and shall not be deemed to be waiver of any subsequent breach of it.

13 NOTICE

13.1 Any notice to be given under these Conditions shall be given:

13.1.1 By hand delivery: or

13.1.2 By sending it in a pre-paid envelope by recorded delivery or registered post, to the party concerned at its registered office for the time being or to such other address as the party concerned may have notified to the other and if so to that address.

13.2 Notice shall be deemed served in the cause of 13.1.1 at the time of delivery and in the case of 13.1.2 forty-eight (48) hours after posting.

14 JURISDICTION

The Contract shall be interpreted in accordance with the Law of England and any dispute arising under it shall be submitted to the exclusive jurisdiction of the English Courts.