1. Formation of Contract. No order shall become binding on the Company until it has been expressly accepted by the Company, in writing. No alteration to this contract or any of these conditions shall be binding on the Company unless agreed in writing.
2. General. In these conditions of sale "the Company" shall mean Headset Services Ltd., and the words "the Purchaser" shall mean the person, organisation or company to whom correspondence is addressed in connection with the relevant order. These terms and conditions together with the particulars set out overleaf supersede any terms and conditions proposed by the Purchaser and shall not be varied except with the written consent of the Company signed by a Director or authorised person on behalf of the Company, and any such variation shall only apply in respect of the particular order involved.
3. Quotations. All quotations made by the Company are made on the basis that they are subject to confirmation on receipt of the Purchaser's order and, unless previously withdrawn by the Company at any stage prior to the Company's acceptance of the Purchaser's order or otherwise expressly stated , the prices quoted are only valid for 30 days from the date of quotation. Any clerical errors or omissions contained within the quotation, acknowledgement or invoice submitted by the Company shall be rectified by the Company on discovery and, as soon as practicable, notified to the Customer; such errors or omissions shall not be binding on the Company and rectification thereof shall not invalidate the contract.
4. Prices. Where prices quoted are ex the Company's Works, packing and carriage charges will be invoiced as separate items and no credit will be given for returned packages. In the event of any increase in the cost of material, rates of wages, statutory levies or rates of exchange between the date of quotation and the date of despatch, the Company shall be entitled to charge prices in force at the date of despatch without notice.
5. Risk / passing of property. In the event of any resale by the Customer to a third party of the Company's goods, the beneficial entitlement of the Company shall attach to any claim against the Customer's purchaser and to any proceeds of that sale and the Customer shall have fiduciary duty to account to the Company for the claim and the proceeds. Where proceeds of such a sale are received by the Customer, the Customer shall keep them in a separate account as agent for the Company until the amount due to the Company is paid.
6. Order Value/Payment. The minimum invoiced order value accepted by the Company for U.K. orders is £75 for new sales and £200 for spare parts. Payment in full will be due 30 days from the date of the relevant invoice and such payment shall be a condition precedent to future deliveries of goods to the Purchaser. U.K. orders received with a value of £10.00 or less will only be accepted on the basis that payment in full is made at the time of placing the order.The minimum invoiced order value accepted by the Company for overseas orders is £50.00. Payment for overseas orders will be by Irrevocable Letter of Credit confirmed by a major U.K. bank, pro forma/bank transfer or credit card unless special terms are agreed, in writing, between the Company and the Purchaser at the time the order is placed. Payment to the agreed terms shall be a condition precedent to future deliveries of goods to the Purchaser.No cash discounts will be allowed unless previously agreed by the Company in writing signed by a Director or authorised person on behalf of the Company.The company reserves the right to charge interest on overdue accounts at the rate of 2% above the Bank Rate, calculable from the date due.
7. Damage Loss or Shortage. The Company shall only accept responsibility for loss or damage in transit to destinations specified by the Purchaser in the United Kingdom and for shortages as set out below and failure by the Purchaser to comply with the provisions of this paragraph shall be deemed to mean that the Purchaser has accepted the relevant goods in accordance with the particulars set out overleaf and shall be bound to pay for the same.
(a) Any loss must be reported in writing to the Company within fourteen days of the date of the Company giving advice of despatch.
(b) Claims by the Purchaser for shortages will only be recognised by the Company if made in writing within seven days of delivery of the goods to the Purchaser.
(c) Damage must be reported in writing to the Company within seven days of delivery to the Purchaser.
8. Cancellation or postponement. Orders cannot be cancelled or deliveries postponed except with the consent of the Company and on terms, which will indemnify the Company against all loss.
9. Frustration. If any contract or any part of it shall be frustrated and be impossible to perform, then the Company shall nonetheless be entitled to a fair proportion of the contract price based upon the work done on the contract up the date of frustration, provided that an allowance is made to the Purchaser for the net proceeds of the sale of any goods manufactured by the Company under the contract which are in a saleable state at the date of frustration and are, in fact, sold within two months of that date.
10. Delivery. While every effort will be made to deliver goods within the time stated overleaf, the Company shall not be liable for any loss howsoever caused by reason of delay in delivery and time shall not be of the essence of the contract unless previously agreed in writing signed by a Director or authorised person on behalf of the Company.
11. Quantity. The Company reserves the right to treat an order as complete if within 5% of the quantity ordered by the Purchaser.
12. Descriptive Literature. All possible care has been taken in preparing the descriptions, photographs and illustrations contained in catalogues, price lists, brochures, instruction leaflets or other descriptive matter, but the same shall not form part of the contract and the Company shall not be responsible for any discrepancies or inaccuracies therein. No representation, statement or report made by any servant or agent of the Company shall be binding on the Company unless in writing signed by a Director or authorised person on behalf of the Company.
13. Alterations. The Company reserves the right to amend details at the discretion of the Company without the prior consent of the Customer, unless such amendments are of a major nature and alter the appearance or suitability of the product ordered by the Customer.
14. Patents. If the goods to be supplied under any contract are to be in accordance with design instructions or specifications supplied by the Purchaser, and compliance with such instructions or specifications involves the breach of any Patent right Registered Design or Trade Mark, then the Purchaser agrees to indemnify the Company against all costs, claims, actions, demands or penalties to which the Company may become liable in respect of any such breach.
15. Title. Title to the goods shall not pass to the Purchaser until payment is made in full, but risk shall pass to the Purchaser from the time the relevant goods leave the Company's premises subject to paragraph 7 above.
16. Consequential Losses. The Company shall not in any circumstances be liable for any consequential loss, damage or expense whether to person or property arising from any defect howsoever caused whether by reason of the negligence of the Company, its servants or agents or otherwise.
17. Storage. If for any reason the Purchaser is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the Company shall be entitled to store the goods until their actual delivery and the Purchaser shall be liable to the Company for the costs (including insurance) of such storage.
18. Proper Law. The contract incorporating these conditions shall be subject to and construed in accordance with English Law and the Uniform Laws of International Sales Act, 1967, shall not apply to any sale hereunder.
19. Force Majeure. The terms and conditions of the contract between the Company and the Purchaser are subject to variations by the Company in the event of war, civil disturbance, strike, lock out, fire, flood, drought or tempest or other cause beyond the control of the Company or if materials cannot be obtained by the Company when required and the Company shall not be responsible for failure to deliver the relevant goods as a result of any such matters or other matter affecting the performance of the contract beyond their control.
20. A restocking charge will be levied if goods are returned or if supplied as a special order to a customers requirements.