GENERAL CONDITIONS OF SALE

  1. These conditions shall apply to all contracts of sale between ISOCOM Limited and the Buyer.
  2. The terms of the Contract shall consist of the particulars on invoice and these Conditions of sale. Any term on invoice which is at a variance with these Conditions shall prevail over these Conditions, which shall be constructed accordingly, except with regard to price in respect of which conditions 5(2) shall prevail.
  3. No other term (whether contained in any document issued by the Buyer or in any written or oral communication between the parties) shall apply to the Contract nor shall these Conditions or the particulars be modified without ISOCOM’s written agreement.
  4. Any purported cancellation of an order by change in the quantity of goods ordered or request to reschedule the delivery of any goods ordered is conditional upon written acceptance by ISOCOM, and depending upon the advance notice may be subject to a rescheduling charge and affect discounts granted on price by way of quantity.
  5. In order that these Conditions and the particulars on invoice shall be a complete record of the agreement between the parties with regard to the sale of the Goods, the Buyer must ensure that any pre-contractual representation on which it wishes to rely has been specified in the particulars on invoice. In entering into the Contract, the Buyer does not rely upon any such representation made by or on behalf of ISOCOM which has not been so specified.

QUOTATIONS AND ORDERS

  1. Unless accepted before lapse or withdrawal, or renewed in writing by ISOCOM, quotations shall lapse automatically after 30 days, but may be withdrawn earlier.
  2. Quotations are for information only and are not firm offers. There shall be no binding contract until ISOCOM has acknowledged receipt and accepted the Buyer’s order.
  3. All quotations/acknowledgements are issued subject to the unconditional reservations of ISOCOM’s right to adjust prices of the following:
    (a) Changes in the prevailing exchange rate between the operating currency and Pounds Sterling.

DELIVERY

  1. ISOCOM will endeavour to deliver the Goods within any delivery times specified, however delivery shall not be constructed as essence of the contract.
  2. Any such tie specified shall be extended by any period or periods during which the manufacture or delivery of the Goods or other work by ISOCOM in connection with the Contract is delayed due to fire, explosion, flood, storm, tempest, sabotage, strikes (official and unofficial), riot, invasions, acts of war, shortage of labour, power or materials, civil commotion, accidents, plant breakdowns, compliance with an order or apparently competent authority, and any other event beyond ISOCOM’s control.
  3. If any such delivery time is so extended by more than six months when the Buyer shall be entitled to give written notice to ISOCOM requiring the Goods to be delivered with 30 days of date of such notice of failing which the Buyer shall have the right to give further written notice terminating the Contract forthwith.
  4. ISOCOM shall be entitled to deliver the Goods by instalments.
  5. In the case of United Kingdom customers, unless otherwise stated, ISOCOM will at its own expense deliver to the buyer’s premises. In case of exports, unless otherwise stated delivery will be f.o.b. London/Newcastle upon Tyne.
  6. The delivery by ISOCOM of a greater or lesser quantity of Goods than the quantity provided for in the Contract, the delivery of other goods not provided for in the Contract, or the delivery of Goods only some of which are defective, shall not entitle the Buyer to reject all the Goods delivered. In order that ISOCOM can comply with its carrier’s conditions any claim in respect of error in quantity or type of Goods or in respect of damage to the Goods in transit must be made in writing to ISOCOM and the carrier notified within 3 days of receipt. Failure to make such claim shall constitute unqualified acceptance of the Goods and waiver by the Buyer of all claims relating to error in quantity or type of Goods delivered or relating to the condition of Goods delivered. Similarly, if any Goods invoiced by ISOCOM are not delivered, in order that ISOCOM can claim against its carriers where appropriate the Buyer must notify ISOCOM within 10 days of the date of invoice, failing which buyer will be liable to pay for the Goods in full.
  7. Delivery shall be constructed as having taken place if the buyer prevents the seller form delivering the finished products.

RISK AND TITLE

  1. Notwithstanding delivery, property in the goods supplied shall remain with the Seller until they have been paid for in full and until property passes in accordance with this term;
    (i) Risk in the goods shall pass on delivery and the Buyer shall store the Goods separately or in such a way as will show clearly that they are the Seller’s property and the Buyer will ensure that they are kept in good condition and insured against loss or damage for the Seller’s benefit;
    (ii) The Buyer shall hold the goods as bailee for the Seller who may without prejudice to any other of its rights repossess the goods and for this purpose may enter the Buyer’s premises;
    (iii) The Buyer may dispose of the goods in the ordinary course of its business as principal and may pass title to a third party but the proceeds of sale arising therefrom shall be kept in a separate account on behalf of the Seller until such time as full payment for the goods supplied has been made;
    (iv) Seller may at any time detach or separate any of its goods which may have been incorporated in or attached to goods belonging to the Buyer or any third party.
  2. Notwithstanding that property in the goods shall not have passed to the Buyer the Seller without prejudice to any other rights may sue for the price of the goods supplied in the event that payment is not made on the due date.

PRICES

  1. Unless otherwise stated, prices for the Goods shall be exclusive of VAT, export duty and foreign import duty, which shall where applicable, be the subject of additional charges.
  2. Prices stated in any quotation are provisional only and subject to adjustment to take account of increases in ISOCOM’s costs and overheads.


PAYMENT

  1. If ISOCOM has granted the Buyer credit facilities, the payment of the price must be made 30 days from the date of invoice, unless specifically agreed in writing by ISOCOM. Otherwise payment must be made in cash prior to delivery. Payment shall be made direct to ISOCOM in the currency invoiced. The Buyer shall not be entitled to exercise any right of set-off against payment due to ISOCOM.
  2. Prices will not be discounted for early payment.


DEFECTIVE GOODS

  1. If the goods are defective on delivery and the defects arise from, faulty materials, workmanship or design in manufacture and ISOCOM are given written notice of defects promptly upon discovery by the Buyer and at any time within twelve months after delivery ISOCOM will (at its option) repair or replace the defective item or allow the Buyer to price thereof.
  2. The Buyer shall retain the Goods at its premises until instructed by ISOCOM to return them. Goods alleged to be defective shall be subject to inspection and testing by ISOCOM at its own or (if ISOCOM so chooses) at the Buyer’s premises and the Buyer shall allow ISOCOM adequate facilities at the Buyer’s premises to investigate the complaint.
  3. Subject to its obligations above ISOCOM give no warranty and there is not incorporated in the contract any condition whether express implied statutory or otherwise, as to the Goods other than the statutory warranty of title, and any such conditions or warranties are hereby expressly excluded.
  4. In no event whatsoever shall ISOCOM be liable for special, indirect or consequential loss or damage suffered by the Buyer or any third party.


INSOLVENCY AND DEFAULT

In the event of the Buyer becoming bankrupt or going into liquidation, suspending payments of debts or making any arrangements with creditors, or failing to pay in accordance with the terms of the Contract of being in breach of any other term of the Contract ISOCOM shall be entitled, without prejudice to its other rights, to postpone delivery or manufacture (both in respect of the Contract in question and any other contracts with the Buyer) until such payment has been made or other breach rectified and/or (at its option) to determine the Contract (and/or and other such contracts) and to recover payment for all deliveries already made and for the cost of materials and labour already expended for the purpose of future deliveries and also to recover from the Buyer a sum equivalent to ISOCOM’s loss of profit arising out of such determination. The exercise of ISOCOM’s option to postpone deliver of manufacture shall not prevent the subsequent exercise of ISOCOM’s option to determine the Contract and/or any such other contracts.


PATENTS, ETC.

  1. Where any of the Goods are produced to the Buyer’s specification of where the Buyer’s use of Goods infringes any letters patent, registered design, trademark, copyright or similar protection, notwithstanding that the Goods themselves do not constitute an infringement, the Buyer shall indemnify ISOCOM against all actions, claims, costs, damages or losses arising from any infringement of letters patent, registered design, trademarks, copyright or similar protection in respect of the Goods so produced of the use to which the Buyer has put the Goods as the case may be.
  2. Any reference by ISOCOM to patents, copyright, registered design, trade marks, and analogous forms of protection shall not constitute a warranty of validity thereof.
  3. ISOCOM does not warrant that the Goods do not infringe any letters patent, registered design, trade mark, copyright or similar protection owed by third parties, and all warranties to that effect whether express or implied, statutory or otherwise are hereby excluded.


CANCELLATION, SUSPENSION & TERMINATION

The contract may be cancelled suspended or terminated by the Buyer only with ISOCOM’s written consent. In the event of such, the Buyer shall pay to ISOCOM a cancellation charge, commensurate with ISOCOM’s costs incurred up to the date of cancellation, loss of profit, and any further cancellation charges passed onto ISOCOM by a third party. Charges will be required to be paid within 30 days.


LAW AND JURISDICTION

The law of the Contract shall be in English law and the parties hereby submit to the jurisdiction of the English Courts save that ISOCOM shall be entitled to bring proceedings against the Buyer in the Courts of the jurisdiction where the Buyer resides or carries on business.

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