TERMS AND CONDITIONS

APPLICATION OF THESE TERMS AND CONDITIONS

1.  Each order or acceptance of a quotation for goods by the Customer from Controlled Speed Limited (the “Company”) shall be deemed to be an offer by the Customer to buy the goods subject to these conditions.  Subject to any variation under condition 2, the sale of goods shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer proposes to apply under any purchase order, confirmation of order, specification or other document).

ALL VARIATIONS TO BE IN WRITING

2.  No variation of these conditions shall be of any effect unless set out in writing and signed by a Director of the Company.

ORAL REPRESENTATIONS

3.  The Customer acknowledges that it has not relied upon any promise, representation or statement made or given by or on behalf of the Company other than those made in writing and signed by an authorised Director of the Company.  Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

PRICE

4.  Unless otherwise agreed by the Company in writing the prices for the goods shall be (i) ex works (ii) exclusive of VAT (which amounts the Customer shall pay in addition when it is due to pay for the goods) and (iii) valid for a period of 30 days from  the date of any quotation.

5.  The Company may increase any price quoted to the Customer by the amount equivalent to any increased cost to the Company arising from a change in the incidence or amount of tax, duty or similar imposition payable or to be borne by the Company.

TIME FOR PAYMENT

6.  The Customer agrees to pay for the goods within 30 days of (i) the end of the month in which the invoice for the goods was dated or (ii) the date of the goods’ delivery to the Customer, whichever is the earlier.  The time for payment shall be of the essence. 

7.  All amounts due from the Customer to the Company shall be paid in full without any set off, counter claim, discount or abatement unless the Customer has a valid court order.

8.  If the Customer fails to pay any sum due the Customer agrees to (i) indemnify the Company against all costs and expenses incurred by the Company in seeking and recovering the sum due, whether before or after the issue of legal proceedings and including all legal costs incurred and (ii) to pay interest to the Company on the outstanding balance at a rate of 1½ % per month over the Co-operative Bank base rate, compounded monthly, from the date upon which payment was due to the Company until the date of payment whether before or after any judgement.  The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

RETENTION OF TITLE

9.  Ownership in the goods shall not pass to the Customer until the Customer has made full payment of all sums due to the Company in respect of those goods or any other goods supplied by the Company to the Customer.

10.  Until ownership has passed to the Customer, the Customer shall (i) hold the goods on a fiduciary basis as bailee of the Company; (ii) store the goods separately so that they remain readily identifiable; (iii) not destroy, deface or obscure any indemnity works; and (iv) maintain the goods in satisfactory condition, at the place of delivery or other location notified to the Company.

11.  The Customer’s right to possession of the goods shall terminate immediately if the Customer is insolvent, unable to pay its debts, ceases to trade or fails to perform its obligations under any contract between the Customer and the Company.

12.  The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where goods are or may be stored in order to inspect or recover them.

DELIVERY AND RISK

13.  All goods ordered by the Customer must be collected by the Customer from the Company’s place of business, unless otherwise expressly agreed within 7 days of notification by the Company that the goods are available for collection.  All prices quoted by the Company are, unless otherwise expressly stated exclusive of shipment or delivery costs.

14.  Risk in the goods passes to the Customer upon delivery of the goods to the Customer its servants or agents or nominated carrier.

15.  In the event that the Customer does not within 7 days of such notification take delivery of the goods, risk in the goods shall pass to the Customer and the goods shall be deemed to be delivered.  The Customer agrees:

(i)the Company may store the goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance); and (ii) the Company may arrange for delivery of the goods to the Customer at the Customer’s cost by such means as the Company shall consider appropriate.

16.  The Company may deliver the goods by instalments.  Each instalment may be invoiced separately, and to no cancellation or termination of any one instalment shall entitle the Customer to reproduce or cancel other instalment or other contracts with        the Company.

17.  The Company shall not be liable for any non-delivery of goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within 7 days of the date when the goods would have been received in the ordinary course.  Any liability of the Company for non-delivery shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro-rata rate.

TIME FOR DELIVERY

18.  Any delivery date given by the Company for the delivery of the goods to the Customer is an estimate only and time shall not be made of the essence by notice.  The Company will not in any circumstances, be liable for any loss or damage to the Customer resulting from any failure to make delivery by any estimated delivery date.

USE OF THE GOODS

19.  All goods supplied by the Company to the Customer shall be used by the Customer only in accordance with the Company’s instructions and regulations.

WARRANTIES AND LIMITATIONS OF LIABILITY

20   Except as stated below and subject to clause 29, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest  extent permitted by law,excluded from the contract.

21.  The Company (subject to the other provisions of these conditions) warrants that on delivery and for a period of 12 months from delivery the goods shall be free from defects in materials and workmanship.

22.  The Company shall not be liable for breach of the warranty unless (i) the Customer gives written notice of the defect to the Company, and if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Customer discovers or ought to have discovered the defect; (ii) the Company is given a reasonable opportunity, at its option, either to inspect the goods at the Customer’s premises or require the Customer to return the goods to the Company; (iii) the Customer makes any further use of the goods after giving the notice or; (iv) the defect arises because the Customer or any third party failed to follow the Company’s oral or written instructions or recommendations as to the storage, installation, commissioning, use or maintenance of, the goods or (if there are none) good trade practice; or (v) the Customer alters or repairs the goods without the written consent of the Company; or (vi) the defect is attributable to corrosion, abrasion or fair wear and tear.

23.  If the goods in question are found by the Company, upon examination, not to be defective, the Customer agrees to pay to the Company all costs reasonably incurred by the Company in examining, handling, storing and the carriage of the       goods and that the Company shall be entitled to retain all goods returned to it as security of such costs.

24.  In the event of the goods being found by the Company to be defective either in materials or workmanship, the Company will: (i) at its’ option, repair or replace the defective goods; or (ii) reimburse to the Customer the original purchase price of the goods; and reimburse to the Customer all reasonable costs incurred by the Customer (if any) in returning the defective goods to the Company for examination.

25.  If the Company complies with clause 24, it shall have no further liability for a breach of the warranty in respect of such goods.  Any goods replaced shall belong to the Company and any repaired or replaced goods shall be guaranteed on these terms for the un-expired portion of the 12 month period.

26.  The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the supply of the goods shall be limited to the Contract price for the goods.

27.  The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply of goods.

28.  It is further agreed and acknowledged by the Customer that the price paid by the Customer for Company’s goods takes into account the limitations of the Company’s liability. 

29.  Nothing herein shall exclude or limit any liability of the Company (i) for death or personal injury caused by the Company’s negligence or (ii) under Section 2(3) Consumer Protection Act 1987 or (iii) fraud or fraudulent misrepresentation or (iv) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.

INDEMNITY

30.  If the Company produces or manufactures goods to the Customer’s own specification or if the Company’s goods have been modified or altered in any way by any party other than the Company since the delivery of the goods by the Company or if the Customer or any other party other than the Company has used the goods otherwise than in accordance with the Company’s instructions and recommendations, or has otherwise misused, misapplied, damaged or been guilty of negligence in relation to the goods, the Customer agrees to indemnify the Company against any loss, costs, damage or liability paid or incurred paid by the Company in respect of those goods, whether resulting from:

(i) third party claims for personal injury or property damage, whether direct or indirect, actual or alleged defects or hazards inherent in the goods or negligence of the Company , its agents, employees or subcontractors; or

(ii) any recall inspection, testing, replacement or corrosion of the goods whether required by Government authority or otherwise; or

(iii) the violation of any law, regulation, rule, order or restriction of any Governmental authority resulting from or incidental to the sale and/or delivery of the goods to the Customer; or

(iv) any actual or alleged infringement of any United Kingdom letter patent or any copyright registered trade mark or industrial design; and

(v) in respect of any costs or other fees for which the Company becomes responsible or which is borne by the Company incidental to any of the foregoing.

31.  The Customer shall indemnify the Company in respect of any claims by any third parties caused by or arising from any act of the Company carried out in pursuance of any instructions given to the Company by the Customer.

ASSIGNMENT

32.  The Customer shall not assign any of its rights or liabilities set out above without the written consent of the Company and shall not, in particular license or permit the use by any third party of any software purchased by the Customer from the Company.

INTELLECTUAL PROPERTY

33.   The Customer will, at all times, abide by any requirements or restrictions imposed by any manufacturer or supplier of software in relation to their Intellectual Property Rights licensed by the Customer and shall be deemed to have knowledge of all such requirements and restrictions.  The Company will, if requested by the Customer in writing prior to delivery of any goods to the Customer, supply to the Customer copies of any relevant requirements or restrictions.

CIRCUMSTANCES BEYOND THE COMPANY’S
REASONABLE CONTROL

34.  The Company reserves the right to defer the date of delivery, cancel a contract for the supply of goods, or reduce the volume of goods incurred without liability or delay the performance of any of its other obligations to the Customer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control.

GENERAL

35.  No failure, delay or indulgence on the part of the Company in exercising any power or right conferred upon it hereunder shall operate as a waiver of any such power or right and no single or partial exercise of any such power or right shall prelude any other or further exercise thereto.

36.  In the event of any provision above being held by a Court of competent jurisdiction to be invalid or void or voidable, that provision shall be struck out but the remainder shall stand in full force and effect.

APPLICABLE LAW

37.  The contract shall be governed by the laws of England and the parties shall submit to the exclusive jurisdiction of the English Courts.

HEADINGS

38.  These terms shall be construed without reference to the headings which are for reference purposes only.