PLEASE TAKE YOUR TIME TO READ ALL THE POINTS AND CLAUSES OF THIS DOCUMENT BEFORE MAKING A PURCHASE. THESE ARE IMPORTANT TERMS AND CONDITIONS WHICH YOU MUST UNDERSTAND BEFORE YOU PURCHASE ANY ELECTRICAL ARCING DEVICE FROM ARETON LTD. SHOULD YOU HAVE ANY QUERY PLEASE FEEL FREE TO CONTACT US BEFORE MAKING THE PURCHASE. PLEASE NOTE THAT THIS IS NOT A CONSUMER SALE (THE CONSUMER ACT DOES NOT APPLY). THE INTENDED USE OF THE THE DEVICE IS PROFESSIONAL.
Registered address: 6 Colwick Road NG2 4BU
Telephone: 0044 (0) 115 888 3318
CONDITIONS OF SALE
1.1 In these Conditions:
‘BUYER’ means the person who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller.’GOODS’ means the goods (including any instalment of the goods or parts for them) which the Seller is to supply in accordance with these Conditions.
‘SELLER’ means Areton Ltd or any subsidiary. ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.’CONTRACT’ means the contract for the purchase and sale of the Goods.’WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.
1.2Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time.
1.3The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.BASIS OF SALE
2.1The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is
accepted by the Seller, subject in either case to the goods being available and also to these Conditions, which shall govern the Contract 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 Buyer.
2.2No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller and these conditions supersede all previous conditions used by the Seller or any subsidiary or associate company.
2.3The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the
Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not
confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is notso confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. The Seller reserves the right to seek credit references from the Buyer and in appropriate cases to obtain credit insurance before entering into any contract.
3.ORDERS AND SPECIFICATIONS
3.1The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of an order (including any applicable specification) submitted by the Buyer, and for giving the Seller anynecessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). If the product is sold by volume the product volume shown on the Seller’s quotation or the Buyer’s order or on any literature or packaging of the Seller in relation to product supplied in sealed sacks is a measurement of volume at the time of filling without compression.
3.3If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.4 The Seller 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 requirements or, where theGoods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 Seller as a result of cancellation.
4.PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.
4.2 The Seller reserves the right, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) any changes in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. It shall be the Buyer’s obligation to ascertain the Price at which the goods are purchased.
4.3 Except as otherwise stated under the terms of any advice, quotation or in any price list of the Seller, all prices are given by the Seller on a delivered basis to the Buyer’s address or to an address nominated by the Buyer.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 Subject as hereinafter provided and unless otherwise stated on the Seller’s invoice or unless earlier demand for payment is made by the Seller as set out below, the Buyer shall pay the price of the Goods within 28 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. Furthermore the Buyer shall not be entitled to withhold payment of any amount due by reason of any dispute or claim nor shall the Buyer be entitled to set off against any amount payable to the Seller any amount which is due now or in the future or for which the Seller disputes liability. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment by the Buyer to such of the Goods (or the goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above The Barclays plc 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) and the Seller reserves the right to claim interest under the Late Payment of commercial Debts (Interest) Act 1988;
5.3.4 cancel any settlement discount.
6.1Delivery of Goods shall be made by the Seller delivering the Goods to the Buyer’s address or to an address nominated by the Buyer or as near as hard roads and access permit.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reason
able storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. RISK & PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer;
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time o
f delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer 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 Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.USE OF AESTHETIC PRODUCTS AND QUALITY.
8.1 In case the purpose of the goods supplied by the company is for aesthetic purposes only, no medical claim should be made by any parties, in connection with the use of the products.
8.2 Recklessness or improper use of the products can result in injury and it is the responsibility of the end-user and the buyer to make use the use of the products are adequate. In general terms it is formally advised to use the rule of prudence and caution in the use of the products and goods supplied.
8.3 The User or the Buyer must make all possible arrangements to make sure the after-care is followed properly as failure to follow after-care can result in undesired effects.
8.4 The User or The Buyer must perform patch tests before full use of the products. It is the sole responsibility of the User or Buyer to apply due care and follow the patch tests procedure of any products supplied. The purchaser understands that the likelihood of adverse effects can be minimised but never completely avoided.
8.5 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer only the benefit of any warranty or guarantee given to the Seller.
8.6 The Seller warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
8.6.1be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
8.6.2 be reasonably fit for purpose; and
8.6.3be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely upon the skill and judgment of the Seller.
This warranty does not extend to materials not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.7 The Seller shall not be liable for any breach of warranty in condition 8.6 unless:
8.7.1 the Buyer gives written notice of the defect to the Seller and if the defect is the result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and
8.7.2 the Seller is given reasonable opportunity after receiving notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost for the examination to take place.
8.8 The Seller shall not be liable for any breach of warranty in condition 8.6 if:
8.8.1 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, use of the Goods or (if there are none) good trade practice;
8.8.2 the Goods comply with any specification supplied by the Buyer; or
8.8.3 the defect arises from negligence, abnormal working conditions or misuse.
8.9 Subject to condition 8.7 and condition 8.8, if any of the Goods do not conform with the warranty in condition 8.6 the Seller shall, at its option, replace such Goods or refund the price of such Goods provided that if the Seller so requests the Buyer shall at the Seller’s expense return the Goods, or the part of such Goods which is defective, to the Seller.
8.10 If the Seller complies with condition 8.9 it shall have no further liability for a breach of the warranty in condition 8.6 in respect of such Goods.
8.11 Quality is satisfatory if the product is fit for purpose. Outer casing or packaging do not establish any ground for determination of quality.
9.1The Seller does not exclude its liability:
9.1.1 for death personal injury caused by its negligence; or
9.1.2 for breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982;
9.1.3 for defective products under the Consumer Protection Act 1987;
9.1.4 for fraud or fraudulent misrepresentation;
9.1.5 under any indemnity given by the Seller under these Conditions of Sale.
9.2 The Seller will be liable to the Buyer for direct damage to tangible property in an amount which will not exceed 4 times the price at which the Buyer purchased the Goods forming the subject of the Claim per incident or series of related incidents caused by the failure of the Goods forming the subject of the claim as supplied by the Seller to the Buyer to comply with any
specification or applicable product liability laws or regulations in force.
9.3 The Seller shall not be liable for:
9.3.1 loss of use;
9.3.2any form of indirect consequential or special loss; or
9.3.3 any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss whether such loss is direct or indirect and in each case however arising.
9.4 Other than as set out above, the Seller limits its liability (however arising) in respect of or in connection with the Goods to 4 times the price at which the Buyer purchased the Goods which form the subject of the claim.
9.5 Notwithstanding any other provision in these Conditions of Sale, the Buyer will be under a duty to mitigate its losses to the maximum extent possible in all cases where the Seller has any liability whatsoever.
9.6 Any withdrawal of specific intended uses of the goods supplied, provided that the products or goods have at least one intended use.
10. FORCE MAJEURE
10.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
10.1.1 act of God, explosion, flood, tempest, fire or accident;
10.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.1.3 acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; In particular in the event of recalls, restriction of use (including withdrawal of specific intended uses), warnings, remedies instigated by public authorities the seller shall be exempt from any liability arising from such events or actions. In the event of recalls or restriction of use instigated or imposed by public authorities the seller shall not be liable from any losses incurred by such actions.
10.1.4 import or export regulations or embargoes;
10.1.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
10.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery,
10.1.7 power failure or breakdown in machinery.
11.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
11.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;
11.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
11.1.3 Except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
11.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity
shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
11.1.5 The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or
agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim, and
11.1.6 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or
reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
12.INSOLVENCY OF BUYER
12.1This clause applies if:
12.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company)
goesinto liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or
12.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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.
13.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these
Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
13.2Where the Goods are supplied for export from the United Kingdom, the provisions of this clause
13 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
13.3 The Buyer shall be responsible for complying with any legislation governing the importation of the Goods into the country of destination and for payment of any duties thereon.
13.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be ex-works.
13.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
13.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a Bank in London acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 90 days after sight to the order of the Seller at such branch of Lloyds TSB Bank plc in England as may be specified in the bill of exchange or in such other manner as may be specified by the Seller.
13.7 The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that person intends to resell the Goods in any such country.
14.1 The Seller is a member of the group of companies whose holding company is William Sinclair Holdings plc and accordingly the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any subsidiary or associate provided that any act or omission of any such subsidiary or associate shall be deemed to be the act or omission of the Seller.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
14.5 Any dispute arising under or in connection with these Conditions or the sale of the Goods (including non-contractual disputes or claims) shall, be referred to arbitration in the courts of Nottingham (UK) in the first instance and, if required, be governed by and construed in accordance with English Law, and the parties submit to the exclusive jurisdiction of the English Court of Nottingham.
15. EXPORTS OUTSIDE THE EU
15.1 The seller shall only be responsible for the compliance of the goods sold with the relevant European Union Legislation. The seller shall NOT be liable for any non compliance with local legislation of the goods supplied outside the European Union.
15.2 It is the sole responsibility of the purchaser located outside the European Union territory to comply with their local legislation.
15.3 In case the seller includes delivery in the purchase price of the goods, the full responsibility for custom clearance rests with the purchaser.
15.4 Import duties are to be borne by the purchaser in any case.