Intelicare Limited Terms and Conditions of Sale for Goods and Service Definitions
- ‘Buyer’ – the person or company so named in the Purchase Order.
- ‘Seller’ – means Intelicare Limited. It is stated that the Contract is subject to these terms and conditions.
- ‘Goods’ – all items to be supplied by the Seller.
- ‘Services’ – the installation and fitting of the Goods provided by the ‘Seller’.
- ‘Purchase Order’ – Buyers Purchase Order which specifies that these conditions apply to it.
- ‘The Contract’ – the arrangement between the Buyer and Seller, comprising the Purchase Order, these conditions and any other documents specified in the Purchase Order.
i. A quotation from the Seller does not constitute an offer and the Seller reserves the right to withdraw or amend the quotation at any time prior to receiving and accepting the Buyers written Purchase Order.
ii. Quotations to supply from stock are subject to those Goods remaining unsold at the time of receiving the Purchase Order.
iii. All care has been taken to ensure the accuracy of descriptions, illustrations and any other material supplied. This material should be taken as a guide only and should not be taken to form part of an Order or Contract or amount to any warranty.
iv. The Seller reserves the right to modify the design and specification without notice.
i. The prices quoted in the Contract are unless advised otherwise ex InteliCare, Retford and are exclusive of VAT, any other taxes including insurance and all delivery charges.
ii. The price quoted will be fixed for the period specified in the quotation but the Seller reserves the right to amend the quoted price should the exchange rate vary by more than 5%.
i. Unless agreed otherwise or stated in the acknowledgement or confirmation of order, the invoice amount for Goods supplied or Service provided shall become due 30 days from the date of invoice. The time for payment shall be the essence of the Contract. We reserve the right to require payment at the time of order.
ii. Any overdue account will be liable to interest at 8% above current base rate, per month or part of the month. This charge will be incurred from the date payment was due. Until such time as payment is made for goods delivered or services provided we reserve the right to withhold any further delivery of Goods or Services.
i. Any dates for delivery mentioned in any verbal or written quotation, acknowledgement, confirmation of order or elsewhere are given as an estimate only and time is not of the essence and the Seller shall not be liable for any loss damage of expense arising from any delay in delivery.
ii. Delivery of the Goods shall be made to the place nominated by the Buyer.
iii. The Seller reserves the right to make partial deliveries in the event of all the Goods not being immediately available and to invoice separately for each partial delivery.
iv. In the event of the Buyer returning or failing to accept any delivery of the Goods the Seller shall be entitled at its discretion to both deliver and invoice the Buyer for the balance of the Goods or to suspend or cancel any further deliveries. The Seller shall be entitled to store at the risk of the Buyer any goods that the Buyer refuses or fails to accept and the Buyer shall in addition to the invoice price pay all costs for storage, any additional costs and carriage.
i. Where Goods are in transit and the Buyer becomes insolvent, the Seller has the right to resume ownership until payment is made. In this case the Seller has the right of stoppage and may take ownership of the Goods or by giving notice of its claim to the agent or actual in control of the Goods. When notice is given the agent must redeliver the Goods to the Seller.
i. When the Goods are delivered to the place nominated by the Buyer the risk in the Goods shall pass to the Buyer. In all other cases the goods shall be deemed delivered and risk passed to the Buyer upon transfer to the Buyers own transport or to the carrier nominated or arranged by the Buyer.
ii. Title of the Goods does not pass to the Buyer until payment of the Goods is made in full. Until such payment the Buyer has possession of the goods as bailee for the Seller and shall not without the Seller consent use, dispose of charge or otherwise deal in the Goods in any way.
iii. The Seller reserves the right to repossess the Goods, including as necessary removing any Goods that may have been installed to which payment is overdue.
iv. Until the Seller has been paid in full for the Goods and title has passed to the Buyer the Buyer shall store the goods on behalf of the Seller in a proper manner and will ensure that the Goods remain clearly identifiable as the property of the Seller and will insure the Goods for the full replacement value and will on request of the Seller provide proof of such insurance.
v. If the Buyer is a company it must give 14 days notice to the Seller before applying to the courts for the appointment of an administrator. The Buyer will not be entitled to remain in possession of the Sellers Goods from the date of notice and the appointment of an administrator without giving notice shall be deemed to be a breach of contract.
vi. The Seller will be entitled to maintain an action for the price of the Goods not withstanding that title in them has not passed to the Buyer.
i. For any shortage in the quantity delivered, damage to or loss of the Goods in whole or in part in transit unless the Buyer notifies the Seller and where necessary the carrier of any such claim within three working days of receipt of the Goods or within a reasonable time after discovery of the shortage, damage or loss which was not apparent at the time of receipt.
ii. For none delivery unless the Buyer notifies the carrier and the Seller within fourteen days of the sending of the invoice / despatch note.
iii. For any defect in the Goods caused by any act of negligence on the part of the Buyer or any third party.
iv. For the quality or fitness or suitability of the Goods for any purpose unless specified in the Contract.
v. The Seller may at its discretion make good any shortage, repair or arrange for repairs for any Goods lost or damaged in transit with the time for delivery extended as the Seller sees fit for such a replacement or repair. Except as provided in this condition the Seller shall have no liability to the Buyer for any loss or damage to the Goods in transit.
vi. With regard to the above condition the Sellers liability will be limited to the Contract price of the Goods or Services as set out in the Contract and except for death or personal injury caused solely by the Sellers negligence the Sellers liability shall not extend to any other expenditure whatsoever and the Seller will not be liable for consequential loss or damage including loss of profit.
Goods either new or refurbished by the Seller and Services provided by the Seller are warranted against failure due to poor workmanship, structural or assembly faults when carried out by the Seller for the period in the Sellers quotation, Contract or acknowledgement of Order. When a warranty claim by the Buyer is accepted by the Seller, the Seller will at their discretion replace, repair or alter defective parts at no cost to the Buyer and in consideration of the following.
- Where other suppliers provide Goods or Services to the Seller or subcontractor serve to the level of warranty offered by the other supplier or subcontractor.
- Where Goods and Services have been altered, repaired or replaced by parties other than the Seller or without the Sellers authorisation.
- Where faults or defects arise due to misuse or neglect by the Buyer or through normal wear and tear or by failure by the Buyer to maintain the Goods.
- Where the Seller without repair or refurbishment supplies Goods. These Goods will be supplied strictly as ‘sold as seen’ and as such the Goods have not been inspected, refurbished or repaired and there is no guarantee that such Goods are fit for purpose. Such Goods will only be supplied if the Buyer clearly acknowledges this in writing on the Order.
- Any parts replaced under warranty remain the property of the Seller. Any repair, replacement or alteration of the Goods under warranty will not extend the original warranty period under which the claim has been made. The Seller accepts no responsibility for consequential loss or damage, including profit, as a result of breakdown or malfunction of the Goods.
Orders for Goods or Services may not be cancelled without the written consent of the Seller. Cancellation will be accepted only if the Buyer agrees to pay all costs incurred by such cancellation.
The Seller shall not be liable to the Buyer for any loss or damage that may be suffered by the Buyer for any reason that is outside the control of the Seller.
If any sum owing by the Buyer to the Seller for any Contract or if the Buyer commits a breach of these Terms and Conditions or becomes insolvent or becomes bankrupt or ceases trading under any circumstances the Seller may without detriment to any existing claim or right cancel the Contract without compensation to the Buyer.
Should either party to the Contract fail to enforce any rights of the Contract this shall not be deemed as a Waiver of such rights nor bar the enforcement of such rights in the future.
Should any part of these terms and Conditions be determined unlawful or unenforceable such sections shall be removed from the remaining Terms and Conditions, which will remain valid.
English law shall govern this Contract, European law cannot be excluded