19 October, 2016
Terms & Conditions
a) While Swift Analytical Ltd (hereinafter called “the Company”) reserve the right to accept postal, telephone, facsimile or email orders, such orders should always be confirmed by the purchaser and marked “confirmation”. Any orders not so marked may be treated as new orders and the purchaser shall be responsible for the consequences of any resulting duplication.
b) The Company reserves the right to refuse any order or offer of an order and will advise the potential purchaser in reasonable time.
c) No conditions or stipulations in or attached to the purchasers form of order which are inconsistent with the Company’s business arrangements or conditions of sale or which purport to add or modify them in any way shall have effect unless expressly accepted in writing by the Company. In the absence of such acceptance of the Company, the purchaser shall be deemed to have withdrawn or waived his said conditions or stipulations and to contract solely on the basis of the Company’s conditions of sale.
d) Where a customer is exempt from paying sales tax or VAT, they must provide the Company with a copy of their exemption form with their written order.
All quotations are subject to confirmation by the Company on receipt of the Purchaser’s official order, and no contract shall be deemed to have been entered into, until such confirmation has been despatched by the Company in the form of an order acceptance.
CANCELLATION OF ORDERS
No cancellation of an order will be effective unless in writing and until accepted by the Company. The Company reserves the right to refuse to accept any cancellation of an order and in particular no cancellation will be accepted for goods and/or services deemed non standard or to special requirements or not normally stocked by the Company for normal manufacture or obtaining by the Company of such goods is in progress or has been completed. The Company reserves the right to charge for work completed in any acceptance of cancellation. All cancelled orders will be subject to a minimum penalty payment by the customer of 25% of the order value.
a) All prices are quoted subject to revision or withdrawal without notice. Examples where this will be applied include but are not limited to situations such as currency volatility due to BREXIT, changes to our supplier conditions, etc.
b) All prices in respect of orders for forward delivery are affected to the Company’s right to increase them if they are affected by general increases in cost of labour or raw material or other unforeseen causes unless otherwise agreed in the terms of contract.
c) All prices quoted for instruments and equipment exclude the delivery costs
d) Any discount must be agreed in writing with the Company before the order is accepted, and acceptance will only follow where the discount is authorised by credit control and a company director.
e) For hardware, chemical and consumable sales, prices do not include delivery charges, and the customer will be responsible for paying these charges.
a) All invoices are NET and no settlement discount is allowed.
b) Payment is for instrument sales is due no later than 30 days after the date of invoice except where the company stipulates “cash with order” terms.
c) Where the quotation states “cash with order” terms, the customer must pay 30% of the full order value on placing the order, 30% on delivery, and the balancing 40% within 30 days of delivery.
d) The Company reserves the right to charge a late payment penalty of 2% per calendar month on any monies outstanding beyond the due date.
e) No special terms of payment will be operative unless confirmed in writing by the Company
f) The Company reserves the right to suspend or cancel any unfulfilled order where payment for any previous order remains outstanding after due date of payment or where in the reasonable opinion of the Company the purchaser is unlikely to be able or willing to fulfil outstanding commitments as they fall due.
g) The Company reserves the right to suspend any technical or commercial support where payments for previous order or orders remain outstanding after due date of payment.
h) Payment for consultancy, marketing or business development projects are as stated in the quotation
RESERVATION OF TITLE
a) The title of the goods remains vested in the Company until such time as the Company has received due payment in full in respect of the goods and all other sums due to the Company at the date of delivery of the goods relating to the specific order/orders. Accordingly, all goods sold and delivered by the Company to the purchaser shall at all times be identified as the property of the Company until payment for them has been received in full.
b) The insurable risk in the goods to which the contract relates shall pass to the Purchaser when the goods are delivered to the Purchaser or to their nominated carrier for the purpose of such delivery.
c) The Purchaser or their representative will, until payment or consumption as aforesaid, hold the goods on a fiduciary basis only and will deliver up to the Company upon demand any of the Company’s goods in the purchaser’s possession relating to the specific order/orders. In the event that any of the goods have been disposed of, the purchaser will hold any monies received for the benefit of the Company.
d) If the Purchaser shall default in the punctual payment of any sum due to the Company whether under this contract or otherwise, the Company shall be entitled forthwith to repossess any goods which remain the property of the Company and the purchaser shall for the purpose afford the Company access to, and the Company shall be entitled to enter the premises of which the purchaser is in occupation or to which he has access and where any goods may then be.
e) The purchaser shall on demand, until payment has been received in full give the location and address of the property where the goods are being kept.
NON-DELIVERY AND DAMAGE
All goods will be consigned at carriers risk and no liability for partial loss, damage or non-delivery will be accepted by the Company. On delivery, packages should be signed for as “not examined” but if loss or damage is apparent they should be signed for accordingly. In the event of partial loss or damage the Purchaser must (a) within 3 days of the delivery give notice in writing to the carriers (otherwise than on the carriers documents) and at the same time notify the Company in writing and (b) within 7 days of delivery make claim against the carrier or accept any special arrangements which the Company may be able to make on the purchasers behalf. In the event of non-delivery the purchaser must give notice in writing thereof to the Company within 10 days of the date of the Company’s invoice.
Whilst the Company will do it’s utmost to keep delivery dates, these are approximate only and cannot be guaranteed. The Company shall not incur any liability for loss or damage of any kind whatsoever resulting from delay, arising from any cause whatsoever including the negligence of the Company or it’s servants, suppliers, agents in completion of work or delivered goods, for shall any such delay entitle the purchaser to cancel any order or refuse to accept delivery. Part deliveries shall be permitted and each part delivery of goods shall be deemed to be sold under separate contract.
Prices are exclusive of charges for any packing provided by the Company, which will be separately shown on the invoice and payable by the customer.
FAILURE TO TAKE DELIVERY
If the purchaser fails or refuses to take delivery of the goods on the date laid down in the contract, they shall be liable to the Company for any loss occasioned by such failure or refusal, and for any charges thereby incurred by the Company and for a reasonable charge by the Company for the care and custody of the goods whether he has been specifically requested to take delivery of the goods or not.
CONDITIONS AND WARRANTIES
No warranties or conditions, however statutory or otherwise, as to the fitness of the goods to be supplied under the contract for any particular purpose is given or shall be implied and the Company is not to be liable for consequential loss or damage of any kind or description arising from any goods sold by the Company.
Drawings, descriptive matter, weights, dimensions, performance figures and specifications appearing in any document emanating from the Company are approximate only unless otherwise stated and subject to modification without notice unless to the extent specifically agreed as part of a specific contract/order. The Company has no liability for failure of goods to comply with the same.
a. The price of the goods includes the licence fee for the purchaser’s right to use the software supplied with the goods (Software).
b.The Purchaser hereby accepts a non-exclusive, non-transferable licence to use the Software and any amendments of or additions to the Software (Upgrades) on the following conditions:
i. the Purchaser shall not copy (except to the extent permissible under applicable law or for normal operation of the goods), reproduce, translate, adapt, vary or modify the Software or Upgrades or any part of the Software or Upgrades, nor communicate any of them to any third party, without the Company’s prior written consent;
ii. the Purchaser shall not use the Software or Upgrades or any part of the Software or Upgrades on any equipment other than the goods, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software or Upgrades or any part of the Software or Upgrades on the medium on which any of them reside;
iii. such licence shall be terminable by either party on 28 days' written notice, provided that the Company terminates only if the continued use or possession of the Software or Upgrades or any part of the Software or Upgrades by the purchaser infringes the developer's or a third party's rights, or the Company is compelled to do so by law, or if the purchaser has failed to comply with any term of these conditions; and
iv. on or before the termination of this licence, the purchaser shall return to the Company all copies of the Software or Upgrades or any part of the Software or Upgrades in its possession.
RETURN OF GOODS
No return of goods will operate to affect the liability of the purchaser under the contract unless such return is accepted by the Company in writing and no such acceptance will be given unless previous notice of intention to return with the reason therefore and quoting reference number and release note or contents note is given to the Company and after acceptance by the Company of such notice the goods are returned to the company carriage paid and in good condition as defined only by the Company.
The Company warrants that all Products consisting of new equipment will be free from defects in material and workmanship, under normal use and service, for a period of 12 months (or less if specified) after the date of shipment. The Company warrants that all consumable Products and demonstration, remanufactured or refurbished Products will be free from defects in material and workmanship for a period of ninety (90) days after shipment. The Company’s obligation under these warranties will be limited to repair or replacement of any defective Products. The Company shall have the sole authority to determine the type and means of repair or replacement in the event of a claim. The Company shall have the option of requiring the return of defective products, transportation prepaid, to determine the claim. The Company shall not be responsible for repairs made by others.
Goods, especially alpha and beta units produced as a result of consultancy work are excluded from warranty.
All goods manufactured or distributed on behalf of another manufacturer, by the Company are guaranteed to the extent hereinafter mentioned against defects arising from faulty material or workmanship, subject to the goods not having suffered maltreatment inattention or interference. The Company’s liability under this guarantee is limited to replacing at its established factory any part or parts found defective within a period of 12 months after the date of delivery. The purchaser will be responsible for the cost of returning the goods to the Company, but the cost of returning the goods to the purchaser on any bona-fide claim will be borne by the Company.
Goods, especially alpha and beta units produced as a result of consultancy work are excluded from warranty.
The Company will take reasonable care of the customer’s property in its custody, but shall not be held responsible for any loss or damage arising from any cause, except to the extent of the company’s policies.
Unless otherwise stated quotations are open for acceptance within 30 days only from the date hereof and are subject to confirmation at the time of such acceptance.
Every contract to which these conditions apply shall be construed and take effect in accordance with the laws of England and the parties shall accept the exclusive jurisdiction of the English courts.