Last updated: 26/04/2016
Singer Instrument Co Ltd, registered office: Roadwater, Watchet, Somerset, TA23 0RE, ENGLAND. The following conditions shall apply:
a) Quotations are valid only for thirty (30) days and are given subject to and only upon these terms and conditions and represent no obligation until the Seller accepts the Purchaser’s Order in writing.
b) The Seller’s conditions shall apply to the entire exclusion of those of the Purchaser, and no course of dealing established between the Seller and Purchaser and no variation thereof shall be binding upon the Seller unless and until accepted in writing by a duly authorised person on behalf of the Seller.
c) Telephone, fax & email orders will be accepted only with the Purchaser’s official order number or signed Purchase Agreement.
2. PRICE AND PAYMENT
a) The contract price excludes Value Added Tax or any other tax or duty payable and shall be payable by the Purchaser in the same manner as the contract price.
b) Payment shall be made (except where the Seller requests, and is granted C.O.D. terms) not later than 30 days following the date of the invoice (“the Due Date”). All payments shall be made in full.
c) Payments for exports from the UK through an irrevocable Letter of Credit established in favour of the Seller and confirmed by a London Clearing Bank. The Letter of Credit shall (i) have an initial validity equal to the delivery period plus one month, (ii) permit part shipments and (iii) provide for the release on each shipment of 100% of the contract value thereof. No liability to deliver goods shall arise before the Seller receives such a Letter of Credit.
d) In the event of payment not being received by the due date (as set out above), the Seller reserves the right to charge interest on all outstanding amounts at the rate of 4% above the base rate of National Westminster Bank PLC, such interest to accrue on a daily basis.
e) For orders requesting Inco Term EXW (Ex Works), should the Purchaser not collect the goods 30 days after written confirmation from the Seller that the goods are ready for collection, a pro-forma invoice will be issued.
f) Pro-forma invoices are to be paid in full within 14 days of invoice date.
g) Should the goods not be collected 180 days after the date of the pro-forma invoice, the Seller reserves the right to charge a monthly holding fee of 1% of the goods’ total value to the Purchaser.
a) Delivery will be in accordance with the Purchase order. Any applicable C.O.D. charges will be added to the price of the goods.
b) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Purchaser’s order. Provided the Seller takes all reasonable steps to deliver the goods at the time stated the Seller shall be under no liability for any delay of failure in delivery.
c) If the goods have not been received within 20 clear working days of the delivery date notified to the Purchaser by the Seller or if they have been received but appear to be in a damaged condition or if there are shortages then the Purchasers shall give written notice to the Seller followed by a detailed claim within fourteen days of the delivery date, or date of commissioning (if applicable). If such notice is not so given, the Seller shall not be liable to the Purchaser in respect of any loss or damage suffered by reason of non-delivery, short delivery or damage which is apparent upon inspection and the Purchaser shall accept liability as if all the goods had been received and shall not claim against the Seller in respect of non-delivery or damage in transit.
d) The Purchaser is responsible for providing any necessary unloading facilities at the place of delivery and the Seller shall not be liable for any loss or damage arising as a result of the lack or inadequacy thereof.
e) The Purchaser is responsible for all risk in relation to the collection, transport & delivery of the goods when collection and subsequent transport is carried out using their own account with the transport provider nominated.
4. RETENTION OF TITLE
a) Title and Property of the goods and all goods supplied or to be supplied by the Seller to the Purchaser shall remain with the Seller until goods have been dispatched and full payment is received from the Purchaser.
5. DESCRIPTION AND DATA
a) Where the Seller is the manufacturer, goods will be supplied as described but the right is reserved to make design changes. Where the Seller is not the manufacturer, goods will be supplied to the manufacturer’s current specification and finish.
b) The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature.
a) The Seller at its discretion guarantees to repair or replace, free of charge, any of the goods found to its satisfaction to be defective within 12 months of the date of delivery to the Purchaser owing to faulty design, materials (save where either are the fault of the Purchaser) or workmanship, provided that the goods have not been modified or repaired other than by the Seller and have been operated, stored and maintained within the Seller’s recommendations for use. In the case of goods repaired or replaced by the seller the guarantee shall terminate at the end of the original guarantee period.
b) The Seller’s obligations do not apply if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to Product by Customer where this software or hardware has not been supplied by the Seller, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe lab or office environment.
c) Goods returned under this guarantee must be delivered to the Seller’s premises.
d) The Seller’s liability is the sole liability of the Seller as regards the quality, fitness, description of the goods. All other representations warranties conditions terms and statements in such regard, express or implied, statutory or otherwise are excluded save where not capable of exclusion at law.
e) The Seller’s obligations do not apply if the Purchaser has invalidated the warranty in any way, including but not limited to use of unapproved consumables, unapproved tools or unauthorised maintenance/repair work and use of the goods in a manner not in keeping with the instructions given in the user guide and assembly instructions. The Seller’s “Singer Warranty Agreement” also applies; this document is available on request.
7. SERVICE EXCHANGE & REPAIR
a) The seller can provide a service facility in respect of selected products. A standard charge for each product will be made when they are not eligible for claims under warranty, whether by reason of the time which has elapsed since purchase or for some other reason.
8. GOODS NOT MANUFACTURED BY THE SELLER
a) Goods not manufactured by the Seller and all software are supplied on condition that the Seller’s liability in contract, tort or otherwise to the Purchaser, shall in no circumstances extend beyond the liability of the Seller to the manufacturer or supplier of such goods or software.
b) By ordering goods or software the Purchaser agrees to (i) comply with the terms of any licence granted to the Seller in respect thereof and (ii) indemnify the Seller and keep it indemnified against any claim made by the relevant licensor against the Seller as a result of any act or omission on the part of the Purchaser.
9. FORCE MAJEURE
a) The Seller shall have no liability in respect of failure or delay or in performance of any obligations under the contract due to any cause outside the Seller’s control including but not limited to act of God, fire, war, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time.
10. PRICE VARIATION
a) The Seller reserves the right to increase the price of the goods in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, labour, materials, transport and taxes).
11. INTELLECTUAL PROPERTY RIGHTS
a) The Purchaser warrants that any design and specifications supplied or specified to it by the Seller will not involve the infringement of any IPR in the manufacture and sale of the goods by the Seller.
b) The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any IPR arising out of or in connection with the matters described in paragraphs (a) and/or (b) above.
c) The Purchaser undertakes to ensure that its directors, employees and agents shall keep secret and confidential and shall not use copy adapt alter or part with possession of or disclose to any other person any information or material of a technical or business nature relating in any manner to the business or products of the Seller.
12. EXPORT CONTROL REGULATIONS
a) The Seller shall in no circumstances be liable for any damage, loss or claim howsoever, occasioned by any act or omission on the part of the Purchaser in contravention of any regulations issued by the Government or governing power in the Purchaser’s country of operation concerning the export of goods, services or technology. Any goods supplied by the Seller whose export from the United Kingdom is restricted by any aforementioned regulations shall not be exported to the Purchaser without the prior approval of the relevant authorities concerned with the administration of such regulations.
13. LIMITATION OF LIABILITY
a) Save in the case of personal injury or death caused by the negligence of the Seller and other than as provided in Conditions 7 and 8, the Seller shall not be liable in contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Seller.
14. CANCELLATION AND RETURNED GOODS
a) Cancellations will not be accepted for non-standard items.
b) Except as provided in Condition 6, no returns are permitted without the Seller’s previous agreement.
c) Any requests to return goods must be received by the Seller in writing no later than 14 days after the date of delivery.
a) If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Purchaser’s business, the Seller may without prejudice to any rights which may have occurred or which may occur to it terminate the contract summarily by writing notice.
b) In the event of clause 15a, the Seller is within their rights to arrange for collection of any goods delivered to the Purchaser for which payment has not been received by the Seller.
a) This Agreement shall be governed by and construed in accordance with the Laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
b) Any reference to any Act of Parliament Regulation or Order shall include any re-enactment, amendment, replacement or modification thereof.
17. PRIOR AGREEMENT
a) This Agreement supersedes and replaces any and all previous agreements between the parties.
a) If any provision of this Agreement is illegal and unenforceable in whole or in part, the remainder of this Agreement shall remain enforceable to the extent permitted by law.