Terms & conditions
RENFREWSHIRE ELECTRONICS LIMITED
STANDARD TERMS OF BUSINESS
1. DEFINITIONS
in these conditions:
"REL" means RENFREWSHIRE ELECTRONICS LIMITED.
"Customer" means REL’s immediate customer for Product or Services.
"Services" means items sold under a contract of sale to which these conditions
apply.
"Services" means installation, repair, maintenance and other services provided
by REL to which these conditions apply.
2. FORMATION OF CONTRACT
Customer may place orders for Product and Services by post, telex or fax. REL may
acknowledge receipt of Customer’s order for Product but a contract of sale shall
not be concluded until REL sends a printed order acceptance confirming Product
availability, scheduled delivery dates, and price. This shall constitute acceptance of
Customer’s order. If there are variation between REL order acceptance and
Customer’s purchase order, Customer shall be deemed to have accepted REL
variations unless it responds within ten days.
Any quotation issued by REL shall be construed as an "invitation to treat".
Customer’s purchase orders, REL order acceptance and these terms and conditions
constitute the entire agreement between the parties relating to the supply of
Product or Services. Any variation must be in writing, and expressed as a variation
to the supply contract. Any standard purchasing terms of Customer are hereby
excluded. All other negotiations, agreements or communications are suspended,
and all other warranties, representations or conditions are excluded.
3. SPECIFICATIONS
Product will be supplied in accordance with REL standard specifications, copies of
which are available on request. It is Customer’s responsibility to check the
performance, connectivity and interoperability of Product in accordance with these
specifications to ensure they meet the user’s requirements.
4. SOFTWARE
Where Product includes software delivered on magnetic media, Customer agrees
to be bound by the applicable software license restrictions relating thereto
(whether contained in "shrink-wrapped" license terms or otherwise), and
Customer agrees to ensure to whom it sells or otherwise disposes of Product is
similarly bound by such terms.
5. PRICE
Prices for Product or Services shall be set out in the relevant REL order acceptance,
in the currency therein stated. Prices exclude VAT and similar taxes and charges.
Unless otherwise agreed, prices include any duty to be paid on importation of
Product by REL into the UK, but exclude any export or import duties required to
be paid on exporting Product from the UK to any other Country.
prices are effective as of the date of acceptance by REL of Customer’s order. REL
may at any time change its prices without notice.
6. DELIVERY
All prices are quoted ex-works unless stated in the quotation. Delivery dates
quoted by REL are best efforts forecasts made in good faith, but REL cannot accept
responsibility or liability for any delays. Customer will accept delivery of Products
by installment if requested by REL.
Where Customer has been notified that Products (or repaired items) are ready for
despatch, and for any reason refuses or is unable to accept delivery thereof, REL
shall be entitled to invoice the customer from such date. Where delivery of product
is delayed by more than 14 days, REL may re-schedule the delivery date and allocate the items to another customer. Where delivery of product (or return of repaired items) is delayed more than 28 days, REL may charge storage at the rate of 2% of the invoice value of product (minimum £10 per item) per month.
7. RISK AND TITLE
Risk to Product passes when delivered to (or collected by) Customer, or
Customer’s nominated carrier. Delivery takes place when Customer or it’s
nominated carrier signs the delivery note and/or manifest. Title to Product passes
when paid in full. If payment is overdue, REL may require Customer to return
unpaid Product, and shall be entitled to enter Customer’s premises to recover such
products.
Customer may resell all unpaid Product in the normal course of its business, but
shall account to REL out of the proceeds of sale for all sums outstanding, and
pending such accounting will hold the same on trust for REL. This right of
Customer to re-sell unpaid Products may be terminated on written notice from
REL, and shall terminate automatically upon the appointment of a Receiver,
Liquidator or Administrator, or any other act of insolvency of Customer.
8. PAYMENT TERMS
Product will be invoiced when ready for delivery. Where credit terms have been
agreed, invoices are payable within 30 days of invoice date. Where credit terms have not been agreed, invoices must be paid before the Product is delivered or repaired items returned. Interest at an annual rate of 3% above the Clydesdale Bank Plc base rate will be payable on overdue invoices. REL may delay all future deliveries of Product (and return of any items being repaired) and may decline to accept any new orders when amounts are overdue, or Customer’s credit limit has been exceeded.
If delivery is made in installments, payments shall be made in respect of each
delivery.
No claim in respect of any one disputed item or invoice shall entitle Customer to
withhold payment on any other item or invoice.
If customer fails to notify REL of any inaccuracy in any invoice or delivery of
products thereunder (incorrect price, short or damaged on delivery, etc) within 21
days of the invoice date, Customer will be presumed to have accepted the invoice
in full.
9. FORCE MAJEURE
If REL is prevented by Force Majeure from delivering Product, or performing
Services or performing any other obligations, REL will be excused its performance
for so long as such cause shall continue Force Majeure shall include civil
commotion, riot, war, threat or preparation for war, fire, flood, earthquake, labour
dispute, failure of gas, water, electricity or other services, interruption of transport,
law rule of regulation of any Government or other authority, or any other cause
beyond the reasonable control of REL will promptly inform Customer of any
anticipated delay caused by Force Majeure.
10. WARRANTY
REL warrants that all Product (but excluding spare parts and consumables) will be
free from any defect in material or workmanship, and shall perform in accordance
with its specification, for a period of 12 months from the date of delivery to the
Customer (or such longer period as may be specified in the relevant product
documentation). REL’s sole liability for breach of this warranty shall be (at its
option) to replace or repair the defective Product or component thereof.
Customer must return the defective Product to REL, carriage paid; REL shall return
the repaired Product to the Customer; carriage paid.
This warranty is only given for the benefit of the Customer. Any end-user must
refer any problems to the person who purchased the Product directly from REL,
who will if necessary contact REL.
This warranty does not extend to product which comes defective resulting from
damage in the course of transportation, or by handling, storage, operation, use or
maintenance in a manner of environment not conforming to the instructions or
specifications of REL.
This warranty is in lieu of all other warranties, whether implied by statute or
otherwise and which are hereby excluded, REL shall not be liable for any loss of
profits or incidental or consequential loss for whatever reason.
11. REPAIRS
Where the Product is returned under warranty, or where REL offers a repair
service for product, such items should be returned carriage paid to REL. No item
should be returned to REL until an Equipment Return Allocation (ERA) number has
been issued by REL. All attachments must be removed before items are returned.
REL will carry out repairs either by replacement of parts or subassemblies, or by
replacement of the entire unit. REL reserves the right to incorporate Engineering
Change Orders (ECO’s) into the product, or to supply a replacement product of a
higher revision level.
REL will endeavour to carry out repairs within its estimated repair time, but REL
can make no guarantee that repairs will be completed in a particular time for
whatever reason.
REL reserves the right to charge the Customer where no fault is found in the
product, or where the Customer asks for an estimate of the repair cost.
REL reserves the right to delay the return of any items of the Customer’s property
in REL’s possession (other than the warranty repairs), and shall have a general lien
on all such property in respect of any sums which may be owing by Customer to
REL on any account whatsoever. REL shall have the right to dispose of any such
property on giving 28 days notice by first class post to Customer’s normal trading
address where any such sums are more than 14 days overdue and shall apply the
proceeds of disposal (less associated expenses) towards satisfaction of all debts
owed by Customer to REL.
REL can accept no responsibility for retention or security of data or information
stored on magnetic or other media returned to REL for repair. It is REL’s normal
practice to erase all magnetic storage media which is returned for repair, either
under warranty or otherwise.
Where Product is repaired under warranty or otherwise, the warranty on the
repaired or replaced item shall be extended to 180 days after the date of return
to Customer if this is later then the original warranty period.
12. APPLICABLE LAW
REL expects all disputes and disagreements to be discussed and resolved amicably. Failing this, disputes will be settled in the Scottish Courts and Scottish Law shall apply.