Terms & Conditions
Application of Terms and Conditions
The Supplier shall supply and
the Customer shall purchase the Goods and Services in accordance with the
quotation which shall be subject to these Terms and Conditions; and
The Contract shall be to the
exclusion of any other terms and conditions subject to which any such quotation
is accepted or purported to be accepted, or any such order is made or purported
to be made, by the Customer.
Definitions and Interpretation
In these Terms and Conditions,
unless the context otherwise requires, the following expressions have the
following meanings:
•
Business Day means any day other than a
Saturday, Sunday or public holiday;
•
Commencement Date means the commencement date
for the Contract as set out in the quotation;
•
Confidential Information means, in relation to
either Party, information which is disclosed to that Party by the other Party
pursuant to or in connection with this Agreement (whether orally or in writing
or any other medium, and whether or not the information is expressly stated to
be confidential or marked as such);
•
Contract means the contract for the purchase and
sale of the Goods and supply of the Services under these Terms and Conditions;
•
Contract Price means the price stated in the
Contract payable for the Goods;
•
Customer means the person who accepts a
quotation or offer of the Supplier for the sale of the Goods and supply of the
Services, or whose order for the Goods and Services is accepted by the
Supplier;
•
Delivery Date means the date on which the Goods
are to be delivered as stipulated in the Customer's order and accepted by the
Supplier;
•
Goods means the goods (including any instalment
of the goods or any parts for them) which the Supplier is to supply in
accordance with these Terms and Conditions;
•
Month means a calendar month;
•
Services means the Services to be provided to
the Customer as set out in the quotation; and
•
Supplier means QR Automation Ltd., a company
registered in United Kingdom under 16345447 of Stour House, High Lift Road,
Langham, Colchester, Essex CO4 5TD, United Kingdom and includes all employees,
any of it's trading styles and/or divisions and agents of QR Automation Ltd.
Unless the context otherwise
requires, each reference in these Terms and Conditions to:
•
"writing", and any cognate expression,
includes a reference to any communication effected by electronic or facsimile
transmission or similar means;
•
a statute or a provision of a statute is a reference to
that statute or provision as amended or re-enacted at the relevant time;
•
"these Terms and Conditions" is a reference
to these Terms and Conditions and any Schedules as amended or supplemented at
the relevant time;
•
a Schedule is a schedule to these Terms and Conditions;
and
•
a Clause or paragraph is a reference to a Clause of
these Terms and Conditions (other than the Schedules) or a paragraph of the
relevant Schedule.
•
a "Party" or the "Parties" refer to
the parties to these Terms and Conditions.
The headings used in these Terms
and Conditions are for convenience only and shall have no effect upon the
interpretation of these Terms and Conditions.
Words imparting the singular
number shall include the plural and vice versa.
References to any gender shall
include the other gender.
International Customers
If Goods are being ordered from
outside QR Automation Ltd.'s country of residence, import duties and taxes may
be incurred once the Goods reach their destination. QR Automation Ltd. will
look to make all additional charges clear where possible on the quote. If a
Purchaser is buying internationally, they are advised to contact their local
customs authorities for further details on costs and procedures. The Purchaser of
the Goods will also be the importer of record and as such should ensure that
the purchase is in full compliance with the laws of the country into which the
Goods are being imported. Please be aware that Goods may be inspected on
arrival at port for customs purposes and QR Automation Ltd. gives no guarantee
that the packaging of the Goods will be free of signs of tampering.
Basis of Sale and Service
•
The Supplier's employees or agents are not authorised
to make any representations concerning the Goods or Services unless confirmed
by the Supplier in writing. In entering into the Contract the Customer
acknowledges that it does not rely on, and waives any claim for breach of, any
such representations which are not so confirmed.
•
No variation to these Terms and Conditions shall be
binding unless agreed in writing between the authorised representatives of the
Customer and the Supplier.
•
Sales literature, price lists and other documents
issued by the Supplier in relation to the Goods and Services are subject to
alteration without notice and do not constitute offers to sell the Goods which
are capable of acceptance. No contract for the sale of the Goods and Services
shall be binding on the Supplier unless the Supplier has issued a quotation
which is expressed to be an offer to sell the Goods and Services or has
accepted an order placed by the Customer by whichever is the earlier of:
◦
the Supplier's written acceptance;
◦
delivery of the Goods;
◦
provision of the Services; or
◦
the Supplier's invoice.
•
Any typographical, clerical or other accidental errors
or omissions in any sales literature, quotation, price list, acceptance of
offer, invoice or other document or information issued by the Supplier shall be
subject to correction without any liability on the part of the Supplier.
The Goods
•
No order submitted by the Customer shall be deemed to
be accepted by the Supplier unless and until confirmed in writing by the
Supplier's authorised representative.
•
The specification for the Goods shall be that set out
in the Supplier's sales documentation unless varied expressly in the Customer's
order (if such variation(s) is/are accepted by the Supplier). The Goods will
only be supplied in the minimum units thereof stated in the Supplier's price
list or in multiples of those units. Orders received for quantities other than
these will be adjusted accordingly
•
Illustrations, photographs or descriptions whether in
catalogues, brochures, price lists or other documents issued by the Supplier
are intended as a guide only and shall not be binding on the Supplier.
•
The Supplier reserves the right to make any changes in
the specification of the Goods which are required to conform with any
applicable safety or other statutory or regulatory requirements or, where the
Goods are to be supplied to the Customer's specification, which do not
materially affect their quality or performance.
•
No order which has been accepted by the Supplier may be
cancelled by the Customer except with the agreement in writing of the Supplier
on the terms that the Customer shall indemnify the Supplier in full against all
loss (including loss of profit), costs (including the cost of all labour and
materials used), damages, charges and expenses incurred by the Supplier as a
result of such cancellation.
The Services
•
With effect from the Commencement Date the Supplier
shall, in consideration of the price being paid in accordance with Clauses 7
and 8 will provide the Services expressly identified in the quotation.
•
The Supplier will use reasonable care and skill to
perform the Services identified in the quotation.
•
Supplier shall use all reasonable endeavours to
complete its obligations under the Contract.
Price
•
The price of the Goods and Services shall be the price
listed in the Supplier's quotation current at the date of acceptance of the
Customer's order or such other price as may be agreed in writing by the
Supplier and the Customer.
•
Where the Supplier has quoted a price for the Goods
other than in accordance with the Supplier's published price list the price
quoted shall be valid for 30 days only or such lesser time as the Supplier may
specify.
•
Except as otherwise stated under the terms of any
quotation or in any price list of the Supplier, and unless otherwise agreed in
writing between the Customer and the Supplier, all prices are inclusive of the
Supplier's charges for packaging and transport.
•
The price is exclusive of any applicable value added
tax, excise, sales taxes or levies of a similar nature which are imposed or
charged by any competent fiscal authority in respect of the Goods and Services,
which the Customer shall be additionally liable to pay to the Supplier.
Payment
•
Subject to any special terms agreed in writing between
the Customer and the Supplier, the Supplier shall invoice the Customer for the
price of the Goods and Services on or at any time after delivery of the Goods
and/or the Provision of the Services (as applicable), unless, in the case of
Goods, the Goods are to be collected by the Customer or the Customer wrongfully
fails to take delivery of the Goods, in which event the Supplier shall be
entitled to invoice the Customer for the price at any time after the Supplier
has notified the Customer that the Goods are ready for collection or (as the
case may be) the Supplier has tendered delivery of the Goods.
•
The Customer shall pay the price of the Goods (less any
discount or credit allowed by the Supplier, but without any other deduction,
credit or set off) before any order is placed or otherwise in accordance with
such credit terms as may have been agreed in writing between the Customer and
the Supplier in respect of the Contract. Payment shall be made on the due date
notwithstanding that delivery or provision may not have taken place and/or that
the property in the Goods has not passed to the Customer. The time for the
payment of the price shall be of the essence of the Contract. Receipts for
payment will be issued only upon request.
•
All payments shall be made to the Supplier as indicated
on the form of acceptance or invoice issued by the Supplier.
•
The Supplier is not obliged to accept orders from any
customer or buyer who has not supplied the Supplier with references
satisfactory to the Supplier. If at any time the Supplier is not satisfied as
to the creditworthiness of the Customer it may give notice in writing to the
Customer that no further credit will be allowed to the Customer in which event
no further goods or services will be delivered or provided to the Customer
other than against cash payment and notwithstanding sub-Clause 8.2 of these conditions,
all amounts owing by the Customer to the Supplier shall be immediately payable
in cash.
Delivery and Performance
•
Delivery of the Goods shall be made by the Supplier
delivering the Goods to the place specified in the quotation or, if no place of
delivery is so specified, by the Customer collecting the Goods at the
Supplier's premises at any time after the Supplier has notified the Customer
that the Goods are ready for collection.
•
The Delivery Date is an approximation only. The Goods
may be delivered by the Supplier in advance of the Delivery date.
•
If the Customer fails to take delivery of the Goods or
any part of them on the Delivery Date and/or fails to provide any instructions,
documents, licences, consents or authorisations required to enable the Goods to
be delivered on that date, the Supplier shall be entitled upon giving written
notice to the Customer to store or arrange for the storage of the Goods and
then notwithstanding the provisions of sub-Clause Risk 1.i risk in the Goods
shall pass to the Customer, delivery shall be deemed to have taken place and
the Customer shall pay to the Supplier all costs and expenses including storage
and insurance charges arising from such failure.
•
With effect from the Commencement Date the Supplier
shall, in consideration of the price being paid in accordance with these Terms
and Conditions and the quotation provide the Services expressly identified in
the quotation.
Non-Delivery of Goods and Services
If the Supplier fails to deliver
the Goods or provide the Services or any of them on the Delivery Date (or
Commencement Date, as appropriate) other than for reasons outside the
Supplier's reasonable control or the Customer's or its carrier's fault, if the
Supplier delivers the Goods and/or provides the Services at any time thereafter
the Supplier shall have no liability in respect of such late delivery.
Risk and Retention of Title
•
Risk of damage to or loss of the Goods shall pass to
the Customer at:
◦
in the case of Goods to be delivered at the Supplier's
premises, the time when the Supplier notifies the Customer that the Goods are
available for collection;
◦
in the case of Goods to be delivered otherwise than at
the Supplier's premises, the time of delivery or, if the Customer wrongfully
fails to take delivery of the Goods, the time when the Supplier has tendered
delivery of the Goods; or
•
Notwithstanding delivery and the passing of risk in the
Goods, or any other provision of these Terms and Conditions, legal and
beneficial title to the Goods shall not pass to the Customer until the Supplier
has received in cash or cleared funds payment in full of the price of the
Goods.
•
Sub-Clause 2 notwithstanding, legal and beneficial
title of the Goods shall not pass to the Customer until the Supplier has
received in cash or cleared funds payment in full of the price of the Goods and
any other goods supplied by the Supplier and the Customer has repaid all moneys
owed to the Supplier, regardless of how such indebtedness arose.
•
Until payment has been made to the Supplier in
accordance with these Conditions and title in the Goods has passed to the
Customer, the Customer shall be in possession of the Goods as bailee for the
Supplier and the Customer shall store the Goods separately and in an
appropriate environment, shall ensure that they are identifiable as being
supplied by the Supplier and shall insure the Goods against all reasonable
risks.
•
The Customer shall not be entitled to pledge or in any
way charge by way of security for any indebtedness any of the Goods which
remain the property of the Supplier, but if the Customer does so all money
owing by the Customer to the Supplier shall (without prejudice to any other
right or remedy of the Supplier) forthwith become due and payable.
•
The Supplier reserves the right to repossess any Goods
in which the Supplier retains title without notice.
•
The Customer's right to possession of the Goods in
which the Supplier maintains legal and beneficial title shall terminate if:
◦
the Customer commits or permits any material breach of
his obligations under these Terms and Conditions;
◦
the Customer enters into a voluntary arrangement under
Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order
1994 (as amended), or any other scheme or arrangement is made with his
creditors;
◦
the Customer is or becomes the subject of a bankruptcy
order or takes advantage of any other statutory provision for the relief of
insolvent debtors;
◦
the Customer convenes any meeting of its creditors,
enters into voluntary or compulsory liquidation, has a receiver, manager,
administrator or administrative receiver appointed in respect of its assets or
undertaking or any part thereof, any documents are filed with the court for the
appointment of an administrator in respect of the Customer, notice of intention
to appoint an administrator is given by the Customer or any of its directors or
by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule
B1 of the Insolvency Act 1986), a resolution is passed or petition presented to
any court for the winding up of the Customer or for the granting of an
administration order in respect of the Customer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Customer.
Assignment
•
The Supplier may assign the Contract or any part of it
to any person, firm or company without the prior consent of the Customer.
•
The Customer shall not be entitled to assign the
Contract or any part of it without the prior written consent of the Supplier.
Defective Goods
If on delivery any of the Goods
are defective in any material respect and either the Customer lawfully refuses
delivery of the defective Goods or, if they are signed for on delivery as
"condition and contents unknown" the Customer gives written notice of
such defect to the Supplier within 7 Business Days of such delivery, the
Supplier shall at its option:
•
repair the defective Goods within 30 Business Days of
receiving the Customer's notice; or replace the defective Goods within 30
Business Days of receiving the Customer's notice; or refund to the Customer the
price for those Goods (or parts thereof, as appropriate) which are defective;
•
but the Supplier shall have no further liability to the
Customer in respect thereof and the Customer may not reject the Goods if
delivery is not refused or notice given by the Customer as set out above.
•
No Goods may be returned to the Supplier without the
prior agreement in writing of the Supplier. Subject thereto any Goods returned
which the Supplier is satisfied were supplied subject to defects of quality or
condition which would not be apparent on inspection shall either be replaced
free of charge or, at the Supplier's sole discretion the Supplier shall refund
or credit to the Customer the price of such defective Goods but the Supplier
shall have no further liability to the Customer.
•
The Supplier shall be under no liability in respect of
any defect arising from fair wear and tear, or any wilful damage, negligence,
subjection to normal conditions, failure to follow the Supplier's instructions
(whether given orally or in writing), misuse or alteration of the Goods without
the Supplier's prior approval, or any other act or omission on the part of the
Customer, its employees or agents or any third party.
•
Goods, other than defective Goods returned under
sub-Clauses 13.1 or 13.2, returned by the Customer and accepted by the Supplier
may be credited to the Customer at the Supplier's sole discretion and without
any obligation on the part of the Supplier.
•
Subject as expressly provided in these Terms and
Conditions, and except where the Goods are sold under a consumer sale, all
warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
•
The Customer shall be responsible for ensuring that,
except to the extent that instructions as to the use or sale of the Goods are
contained in the packaging or labelling of the Goods, any use or sale of the
Goods by the Customer is in compliance with all applicable statutory
requirements and that handling and sale of the Goods by the Customer is carried
out in accordance with directions given by the Supplier or any competent
governmental or regulatory authority and the Customer will indemnify the Supplier
against any liability loss or damage which the Supplier might suffer as a
result of the Customer's failure to comply with this condition.
Customer's Default
•
If the Customer fails to make any payment on the due
date then, without prejudice to any other right or remedy available to the
Supplier, the Supplier shall be entitled to:
◦
cancel the order or suspend any further deliveries or
provision of Goods and Services to the Customer;
◦
appropriate any payment made by the Customer to such of
the Goods and/or Services (or the goods and/or services supplied under any
other contract between the Customer and the Supplier) as the Supplier may think
fit (notwithstanding any purported appropriation by the Customer); and
◦
charge the Customer interest (both before and after any
judgement) on the amount unpaid, at the rate of 2% per annum above the Bank of
England base rate from time to time, until payment in full is made (a part of a
month being treated as a full month for the purpose of calculating interest).
•
This condition applies if:
◦
the Customer fails to perform or observe any of its
obligations here under or is otherwise in breach of the Contract;
◦
the Customer becomes subject to an administration order
or enters into a voluntary arrangement under Parts I or VIII of the Insolvency
Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into
liquidation;
◦
an encumbrancer takes possession, or a receiver is
appointed, of any of the property or assets of the Customer;
◦
the Customer ceases, or threatens to cease, to carry on
business; or
◦
the Supplier reasonably apprehends that any of the
events mentioned above is about to occur in relation to the Customer and
notifies the Customer accordingly.
•
If sub-Clause ii applies then, without prejudice to any
other right or remedy available to the Supplier, the Supplier shall be entitled
to cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Customer, and if the Goods have been delivered but
not paid for the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.
Liability
•
The Supplier will not by reason of any representation,
implied warranty, condition or other term, or any duty at common law or under
express terms of the Contract (or these Terms and Conditions), be liable for
any loss of profit or any indirect, special or consequential loss, damage,
costs, expenses or other claims (whether caused by the Supplier's servants or
agents or otherwise) which arise out of or in connection with the supply of the
Goods and Services.
•
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.
•
The Customer shall indemnify the Supplier against all
damages, costs, claims and expenses suffered by arising from loss or damage to
any equipment (including that of third parties) caused by the Customer, its
agents or employees.
•
Where the Customer consists of two or more persons such
expression throughout shall mean and include such two or more persons and each
or any of them. All obligations on the part of such a Customer shall be joint
and several obligations of such persons.
•
The Supplier shall not be liable to the Customer or be
deemed to be in breach of these terms and conditions by reason of any delay in
performing, or any failure to perform, any of the Supplier's obligations if the
delay or failure was due to any cause beyond the Supplier's reasonable control.
•
Nothing in these Terms and Conditions excludes or
limits the liability of the Supplier:
◦
for death or personal injury caused by the Supplier's
negligence;
◦
for any matter which it would be illegal for the
Supplier to exclude or attempt to exclude its liability; or
◦
for fraud or fraudulent misrepresentation.
•
Subject to the remaining provisions of this Clause 15:
◦
the Supplier'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 Contract shall be limited to the Contract
Price; and
◦
the Supplier 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 Contract.
Confidentiality
•
Each Party undertakes that, except as provided by
sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at
all times during the continuance of the Contract and after its termination:
◦
keep confidential all Confidential Information;
◦
not disclose any Confidential Information to any other
person;
◦
not use any Confidential Information for any purpose
other than as contemplated by and subject to these Terms and Conditions and the
Contract;
◦
not make any copies of, record in any way or part with
possession of any Confidential Information; and
◦
ensure that none of its directors, officers, employees,
agents or advisers does any act which, if done by that Party, would be a breach
of the provisions of sub-clauses 16.1.1 to 16.1.4 above.
•
Either Party may:
◦
disclose any Confidential Information to: any
sub-contractor or supplier of that Party; any governmental or other authority
or regulatory body; or any employee or officer of that Party or of any of the
aforementioned persons, parties or bodies; to such extent only as is necessary
for the purposes contemplated by these Terms and Conditions and the Contract,
or as required by law, and in each case subject to that Party first informing
the person, party or body in question that the Confidential Information is confidential
and (except where the disclosure is to any such body as is mentioned in
sub-Clause ii above or any employee or officer of any such body) obtaining and
submitting to the other Party a written undertaking from the person in
question, as nearly as practicable in the terms of this Clause 16, to keep the
Confidential Information confidential and to use it only for the purposes for
which the disclosure is made; and
Use any Confidential Information
for any purpose, or disclose it to any other person, to the extent only that it
is at the date of the Contract, or at any time after that date becomes, public
knowledge through no fault of that Party, provided that in doing so that Party
does not disclose any part of that Confidential Information which is not public
knowledge.
The provisions of this Clause 16
shall continue in force in accordance with their terms, notwithstanding the
termination of the Contract for any reason.
Communications
•
All notices under these Terms and Conditions and under
the Contract shall be in writing and be deemed duly given if signed by, or on
behalf of, a duly authorised officer of the Party giving the notice.
•
Notices shall be deemed to have been duly given:
◦
when delivered, if delivered by courier or other
messenger (including registered mail) during the normal business hours of the
recipient; or
◦
when sent, if transmitted by facsimile or e-mail and a
successful transmission report or return receipt is generated; or
◦
on the fifth business day following mailing, if mailed
by national ordinary mail, postage prepaid; or
◦
on the tenth business day following mailing, if mailed
by airmail, postage prepaid.
•
All notices under this Agreement shall be addressed to
the most recent address, e-mail address, or facsimile number notified to the
other Party.
Force Majeure
Neither Party shall be liable
for any failure or delay in performing their obligations where such failure or
delay results from any cause that is beyond the reasonable control of that
Party. Such causes include, but are not limited to: power failure, Internet
Service Provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any other
event that is beyond the control of the Party in question.
Waiver
The Parties agree that no
failure by either Party to enforce the performance of any provision in these
Terms and Conditions or under the Contract shall constitute a waiver of the
right to subsequently enforce that provision or any other provision. Such failure
shall not be deemed to be a waiver of any preceding or subsequent breach and
shall not constitute a continuing waiver.
Severance
The Parties agree that, in the
event that one or more of the provisions of these Terms and Conditions or the
Contract are found to be unlawful, invalid or otherwise unenforceable, that /
those provisions shall be deemed severed from the remainder of these Terms and
Conditions (and, by extension, the Contract). The remainder of these and the
Contract shall be valid and enforceable.
Service Exchange Terms
•
Once you have received your order, you have 7 days to
give us confirmation that an exchange unit is being returned via a tracking
number, confirmation of dispatch or similar.
•
Unless agreed otherwise by QR Automation, it is your
responsibility to ship the exchange unit back to us.
•
The exchange unit that is returned must be the same
part number as provided, unless any agreement has been made in advance with QR
Automation.
•
The exchange unit that is returned must be in a
repairable condition.
If you cannot provide an
exchange unit meeting these conditions, you will be liable to pay a penalty fee
which is the difference between exchange and out-right purchase unless agreed
otherwise with QR Automation.
Previous Terms and Conditions
In the event of any conflict
between these Terms and Conditions and any prior versions thereof, the
provisions of these Terms and Conditions shall prevail unless it is expressly
stated otherwise.
Third Party Rights
A person who is not a party to
the Contract shall have no rights under the Contract pursuant to the Contracts
(Rights of Third Parties) Act 1999.
Law and Jurisdiction
These Terms and Conditions and
the Contract (including any non-contractual matters and obligations arising
therefrom or associated therewith) shall be governed by, and construed in
accordance with, the laws of England and Wales.
Any dispute, controversy,
proceedings or claim between the Parties relating to these Terms and Conditions
or to the Contract (including any non-contractual matters and obligations
arising therefrom or associated therewith) shall fall within the jurisdiction
of the courts of England and Wales.