14 Aug 2020
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Terms & Conditions
a) All contracts for sale made by Compulogic Ltd ('the Company') shall be deemed to incorporate these terms and conditions. No variation or additions to these terms and conditions shall form part of any contract unless made or specifically accepted by the Company in writing.
b) These terms and conditions shall override and take the place of any other terms and conditions in any document or other communication used by the Purchaser in concluding the contract with the Company.
c) The application of the Uniformed Laws on International Sales shall be excluded. The construction, validity and performance of all contracts shall be governed by the laws of England and the Purchaser hereby accepts, for itself and in respect of its assets, generally and unconditionally, the jurisdiction of the Courts of England and, if different, the courts of the country of the principal office of the Purchaser, with respect to any proceedings relating to any contract.
  Unless otherwise expressly stated in writing by the Company, orders are accepted on the basis that:
a) The price stated in the Acknowledgement of Order ('the stated price') is the net price of the goods (after deduction of any volume discount but not after deduction of any discount for prompt payment) for delivery in accordance with the contract.
b) The Company is entitled without prior notice to adjust the stated price to take account of any change in specification made at the request of the Purchaser or any alteration before the date of delivery in the cost to the Company in labour, materials, overheads or import or export duties or tariffs, or transport, which directly affects the cost to the company of supplying the goods or any exchange rate fluctuation which would, in the opinion of the Company, cause the sterling equivalent of the stated price (if payable in a currency other than sterling) when paid to be significantly less than the sterling equivalent at the date of the contract.
c) Prices quoted are only valid in respect of orders received within 30 days of the date of quotation.
a) Prices are to be paid in currency stated in the contract and, unless otherwise stated, are due and payable 28 days from the date of the Company's invoice.
b) If the purchaser fails to make payment in full accordance with sub-paragraph (a) of this Condition, then (without prejudice to any other rights of the Company: "the Purchaser shall, without any need for the Company to give notice, become liable to pay to the Company interest on the amount for the time being unpaid at the rate which is two per cent per annum above the base rate from time to time of Barclays Bank PLC calculated from the date of due payment until the date of actual payment.
i) The Company shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Purchaser in which event the Purchaser shall not in any respect be released from it's obligations to the Company under that or any such contract, or
ii) instead of suspension in accordance with paragraph (I) above, the Company shall be entitled to terminate the relevant contract or any other contract with the Purchaser in accordance with condition 12 below and to claim damages (including but not limited to loss of profit) from the Purchaser for breach.
c) Where carriage, packing or other changes are stated separately from the price, they will nevertheless be payable by the Purchase at the same time as if they formed part of the price and shall be treated as such.
d) "Time of payment is the essence of every contract entered into upon and subject to these terms and conditions".
a) While the company will use all reasonable endeavours to keep any stated despatch or delivery date: it accepts no liability whatsoever for any loss or damage resulting from delay, howsoever the same shall have been caused.
b) Unless the contract expressly provides for the method of carriage of the goods, the Company reserves the right to select the same.
c) Unless the contract expressly provides that the stated price includes the cost of carriage, the Company reserves the right to charge the Purchaser for the cost of the carriage.
d) Notwithstanding that the stated price may include the cost of carriage from the Company's premises, the risk in the goods sold shall pass to the Purchaser upon their transfer at such premises or, to the carrier's or Purchaser's transport, save that:
i) if the goods are to be transported by the Company's transport the risk shall pass to the Purchaser when delivered to the Purchaser's premises, and
ii) where the contract is stated to be F.O.B. or C.I.F. the risk shall pass to the Purchaser when the goods are delivered onto the ship or aircraft
e) In cases where the Company concludes the contracts of carriage and/or arranges for insurance of the goods for transit, the Company shall be deemed to be acting solely as agents of the Purchaser, and sub-section (2) and (3) of section 32 of the Sales of Goods Act 1979 shall not be applicable.
f) "The Purchaser shall keep the goods fully insured in their full replacement value against all risks prudently insured against at least throughout the period between the risk therein passing to the Purchaser and the property therein ceasing to remain with the Company.
g) The contract will contain the expected date(s) of delivery of the goods. If the goods are not delivered, or upon delivery are found to be damaged or short, the Company shall not in any event be liable unless:
i) The Purchaser gives written notice to the Company and to the carrier within 15 days of receipt of the goods for United Kingdom deliveries (or 30 days of such receipt for deliveries outside the United Kingdom) or in the case of non-delivery within 30 days of the expected date of delivery as stated in the contract and
ii) in the case of short or damaged delivery the purchaser gives the Company or its representative(s) a reasonable opportunity to inspect the goods concerned in the state and condition and location in or at which they were delivered.
h) The Company reserves the right (without any prejudice to any other rights it may have) to charge to the Purchaser any costs, charges or expenses incurred by the Company as a result of vehicle or wagon detention, demurrage of ships warehousing, insurance and/or handling or otherwise inconsequence or any act or omission of the Purchaser, not provided for in the contract.
i) Any times quoted for despatch are to date from the latest of the Acknowledgement of Order from the Company, receipt by the Company of a written order from the Purchaser and receipt by the Company of all necessary information and drawings to enable the Company to put the work in hand.
ii) Despatch times are dependent upon any requisite authorisation being obtained, including any necessary export and import licences and may be charged in the event of the Purchaser modifying his requirements subsequent to the Company's acceptance of his order.
iii) Where the Company has quoted for goods ex-stock, despatch times are subject to goods not having been sold between date of quotation and receipt of order.
a) Notwithstanding delivery of the goods or of any documents representing time, the property in each item of the goods shall remain with the Company until the earlier of
i) receipt by the Company of payment in full for such item: and
ii) sale by the Purchaser of such item to a third party on arm's length terms in the ordinary course of business (and for the avoidance of doubt such sale by the Purchase shall be as principal and not as the Company's agent or trustee).
b) The Purchaser shall (accept to the extent otherwise agreed in writing by the Company) ensure that all goods which have been delivered to the Purchaser and the property in which remains with the Company are stored separately or marked so that they may be readily identified as the property of the Company.
  Once a contract has been formed the Purchaser will not be entitled to cancel the same wholly or in part save with the express written agreement of the Company. Such agreement may include providing for appropriate compensation in particular (but without limitation) in the event of the Company having commenced work under the contract of having purchased special raw materials.
  Save as provided in Condition 10 a) below, the Company shall not in any circumstances be obliged to accept the return of any goods. However, if the Company agrees in any particular case to accept such return the agreement so to do shall only be binding if made if writing and the Company reserves the right to deduct from the purchase monies being refunded all reasonable costs.
  The Company's goods are manufactured under the various letters patent. The Purchase undertakes not at any time without the Company's consent in writing, to manufacture or sell to any third party any goods the manufacture or sale which would infringe any letters patent of which the Company from time to time the licensee.
a) All specifications, descriptions and drawings of goods including descriptions and illustrations contained in catalogues, lists and advertising matter are approximate only being intended to serve merely as a guide and accordingly the Company shall not be liable for their accuracy. Such specifications, descriptions and drawings are liable to be altered as necessary for the purpose of introducing improvements.
b) All drawings prepared by the Company shall remain property of the Company and shall be returned to it by the Purchaser on demand. All such drawings shall not be reproduced or copied or disclosed to any third party without prior written consent of the Company.
a) The Company hereby warrants that all goods supplied are free from defects in material and workmanship BUT the Company's liability under this warranty shall be limited to making good without charge by repair or (at the discretion of the Company) replacement any defects which the Company is satisfied are defects of material or workmanship in goods and the Company shall be so liable only if within three calendar months of the date of the delivery of the goods concerned the Purchaser has given written notice of such defects to the Company and the liability of the Company to the Purchaser under this paragraph (a) shall not exceed in aggregate the sum of £50,000 or its equivalent in respect of a particular type of defect.
b) Save in relation to death or personal injury the Company shall be under no liability to the Purchaser (including the Purchaser's employees and agents) for any injury, damage or loss howsoever caused in respect of or arising from the goods or any defect in the goods other than for direct physical loss or damage arising from the sole negligence of the Company or its employees BUT the liability of the Company to the Purchaser under this paragraph (b) shall not save in relation to death or personal injury exceed in aggregate the sum of £50,000 or its equivalent.
c) The warranty contained in paragraph (a) of this condition and the rights set out in paragraph (b) on this Condition are given in lieu of and shall be deemed to exclude all other representations and conditions (whether express or implied, whether arising by common law, stature or otherwise) other than relating to title to the goods and all other liabilities (whether in contract, tort (including negligence), misrepresentations or otherwise) of the Company, and any rights which the purchaser might otherwise have in relation to the description, condition or quality of the goods or their fitness for any particular purpose.
d) The Purchaser shall not rely upon any representation concerning any goods supplied unless the same shall have been made by the Company in writing.
e) The Purchaser shall hold the Company fully and effectually indemnified against any loss, liability or expense arising directly or indirectly from use of any of the goods by the Purchaser for the purpose other than incorporation in pianofortes operated by mechanical action or as otherwise specified in the contract.
f) The Purchaser shall keep the Company fully indemnified in respect of any claim which may be made against the Company by any third party arising out of the supply of any goods howsoever such claim might arise.
  The Company shall be entitled to cancel or rescind any contract without liability for loss or damage resulting from therefrom if the performance of its obligations under the contract is in any way adversely affected by war, strike, lock-out, sit-in, trade dispute, flood, severe or adverse weather conditions, accident to plant or machinery shortage of any material or labour or any causes whatsoever beyond the Company's reasonable control.
  The Company may, without prejudice to any other rights it may have, by notice in writing to the Purchaser terminate any contract forthwith, if:

a) the Purchaser shall commit any breach of any of the terms (including without limitation terms concerning the time for payments of the purchase price) of that or any other contract with the Company and on its part to be observed or performed PROVIDED if such breach is remediable that the Company has previously given to the Purchaser notice thereof and the same has not been remedied within seven days thereafter.
b) the Purchaser compounds with or negotiates for any composition with its creditors generally or permits any judgement against it to remain unsatisfied for seven days.
c) being an individual the Purchaser shall die or have a receiving order made against him or commit any act of bankruptcy or become insolvent.
d) being a company, the Purchase shall call any meeting of its creditors, or have a receiver of all or any parts of its assets appointed or enter into liquidation. In the event of any such termination (which shall act as a recession of the contract for the goods referred to below).
i) The Purchaser shall forthwith on demand deliver to the Company any goods which have been delivered to the Purchaser and the property in which it remains with the Company and in default therefore the Company may repossess them and for that purpose enter the premises where they are without liability for any resulting damage and the Purchaser shall indemnify the Company against such damage and any resulting losses liabilities, costs, expenses, claims and proceedings, and
ii) the Company may by written notice to the Purchase declare (and there shall forthwith become) immediately due and payable amounts outstanding from the Purchase to the Company under that and/or any other contract between the Company and the Purchaser and all such amounts shall bear interest as set out in Condition b) above.

The Condition and the exercise by the Company of any rights under it are without prejudice to any other rights of the Company.
a) Typing and clerical errors are subject to correction.
b) No goods made to the Purchaser's special design requirements, and which vary from the Company's standard designs, can be accepted back if found unsuitable, or for any other reasons.
c) In the event of the suspension of the work by the Purchaser's instructions or lack of clarity of instructions, the contract price shall be increased to cover any extra expense thereby incurred by the Company.
d) Where it is agreed that delivery shall be made in instalments on failure or delay in delivery of any particular instalment, and no defect in any goods comprised therein, shall affect the validity of the contract with respect to subsequent instalments.
a) The Company's rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the Purchaser and no waiver by the Company in respect of any breach shall operate as a waiver in any subsequent breach.
  The headings used in these terms and conditions are for convenience only and shall not affect the construction thereof.