These standard terms will be deemed incorporated into any contract for the rental, sale and purchase of goods sold by POLECAM Limited unless and to the extent that they may be varied by an authorised employee of POLECAM.
1.1 In these Conditions "Conditions" means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes the particulars of any sale as set out in a delivery note issued by POLECAM to the Customer and any special terms and conditions otherwise agreed in writing by an authorised employee of POLECAM. "Customer" means the person who accepts a quotation made by POLECAM for the sale of Goods or whose order for Goods is accepted by POLECAM. "POLECAM" means POLECAM Limited (company registration number 3204797 registered in England) whose registered office is at Greenways, Wood Lane, Aspley Guise, Bedfordshire MK17 8ES. "Contract" means the contract for the sale and purchase of Goods. "Writing" includes telex, cable, facsimile transmission or other comparable media acceptable in a Court of Law in England.
1.2 Any reference in these Conditions to any provision of any statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their meaning or interpretation.
1.4 Any reference in these Conditions to an authorised employee of POLECAM shall mean any director of POLECAM.
1.5 If a Customer comprises more than one person the liability of such persons shall be joint and several.
1.6 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance or offer invoice delivery note or other document issued by POLECAM shall be subject to correction without any liability on the part of POLECAM.
2 FORMATION OF CONTRACT
2.1 All Contracts entered into by POLECAM shall be deemed to incorporate these Conditions to the exclusion of any other terms and conditions whether appearing in any document or other communication used by the Customer in concluding any contract with POLECAM or otherwise.
2.2 All Contracts are personal to the Customer specified on POLECAM's delivery note and may not be assigned provided that POLECAM shall in its discretion be entitled to assign or otherwise deal with the whole or any part of the liabilities of the Customer to POLECAM as POLECAM shall deem fit.
2.3 If the identity of the Customer shall be wrongly specified or misrepresented to POLECAM on any order accepted by POLECAM the individual specifying the Customer shall be liable personally to POLECAM as if the Customer.
2.4 No variation to these Conditions shall be binding on POLECAM unless agreed in writing by an authorised employee of POLECAM.
2.5 POLECAM's employees or agents are not authorised to make any representations concerning Goods unless confirmed by an authorised employee of POLECAM in writing. In entering into the Contract the Customer acknowledges that it does not rely upon and waives any claim for breach of any such representations which are not so confirmed.
2.6 Any advice or recommendation given by POLECAM or its employees or agents to the Customer or its employees or agents as to the storage application or use of Goods which is not confirmed in writing by an authorised employee of POLECAM is followed or acted upon at the Customers entire risk and expense and POLECAM shall not be liable for any such advice or recommendation not so confirmed.
No quotation of POLECAM shall constitute an offer and all quotations shall lapse after 30 days but may be withdrawn by notice at any time.
4.1 Prices quoted are, unless otherwise stated, ex-works exclusive of VAT carriage freight and insurance.
4.2 VAT will be charged at the rate appropriate at the date of the invoice.
4.3 Where a price is quoted in a currency other than £ sterling the invoice price unless otherwise agreed by an authorised employee of POLECAM in writing will be calculated in £ sterling by reference to the mid-market rate offered by POLECAM's bankers at the date of invoice.
4.4 Unless otherwise agreed by an authorised employee of POLECAM in writing prices for Goods shall be as published by POLECAM from time to time subject to alteration upon POLECAM notifying the Customer at any time before invoice whereupon the Customer shall be entitled to cancel the Contract without liability in writing to POLECAM within three days of receipt of such notice.
4.5 Where carriage freight or insurance is arranged by POLECAM it will be at the cost of the Customer. Any such insurance shall exclude losses owing to terrorism.
5.1 Payment for Goods shall be made by the Customer upon receipt of invoice or otherwise in accordance with the terms stipulated on invoice or agreed with an authorised employee of POLECAM.
5.2 The Customer shall not be entitled to withhold payment in whole or in part in respect of any claim it may have against POLECAM under or arising from any other Contract.
5.3 Interest at the rate of 2 per cent per month compounded monthly shall be payable by any Customer on sums not paid to POLECAM when due from the due date until receipt of payment inclusive of such interest in full by POLECAM.
5.4 Time shall be of the essence of payment.
5.5 Should payment of any sums due to POLECAM not be paid when due POLECAM may in its discretion without prejudice to any other right or remedy available to it suspend or cancel any further deliveries to the Customer whether under the particular Contract or otherwise and in the case of suspension until payment of all outstanding amounts has been received by POLECAM.
5.6 If the Customer fails for any reason to pay any sum owing to POLECAM when due POLECAM (without prejudice to any other remedy available to POLECAM) may at any time thereafter without notice cancel the Contract in writing and shall thereafter resell the Goods at such price as POLECAM shall consider reasonable. The Customer shall indemnify and keep indemnified POLECAM against the difference between the invoice price to the Customer and the resale price together with all costs (including without limitation any professional costs) expenses and storage charges incurred pending or upon such resale. Method of payment shall be at the discretion of POLECAM.
6 DELIVERY AND PACKING
6.1 Unless otherwise agreed in writing by an authorised employee of POLECAM delivery of Goods shall be ex POLECAM's principal premises or at POLECAM's discretion from manufacturers or other premises in the United Kingdom.
6.2 If POLECAM agrees to arrange delivery pursuant to any Contract delivery shall be at the risk and expense of the Customer and if made by a third party carrier shall be subject to the third party's standard terms and conditions whether or not the Customer shall have prior notice of the same.
6.3 No liability shall attach to POLECAM for failure to deliver at any stated time or on any stated date nor shall POLECAM have any liability for any delivery made to the stated address when unattended or attended by a person or persons other than the Customer.
6.4 Where delivery is to be arranged by POLECAM the right is reserved to deliver Goods in more than one consignment and without prior notice.
6.5 POLECAM shall not be obliged to comply with any of the Customers packing instructions or requests. The specification for packing shall be in POLECAM's entire discretion in such materials and in such quantities as POLECAM shall think fit.
From the time of despatch or collection from POLECAM's premises (or from manufacturers or other premises in the United Kingdom) Goods shall be at the entire risk and expense of the Customer.
8 PROPERTY IN GOODS
8.1 Notwithstanding delivery or the passing of risk or any other provisions of these Conditions or other provisions which may be implied in these Conditions the property in Goods shall not pass to the Customer until POLECAM has received payment in full of all sums which may then be due or owing by the Customer to POLECAM whether under the particular Contract relating to Goods or any other Contract. For the purposes of this clause 8 payment is made to POLECAM in the case of cash when released to POLECAM's control to the exclusion of the Customer and in the case of payment by any other method when money is irrevocably credited to POLECAM's bank account and all claims in respect of such money by or through the Customer are excluded.
8.2 Until the property in Goods passes to the Customer the Customer shall hold Goods as POLECAM's fiduciary agent and bailee and shall keep Goods separate from those of the Customer or any other person properly stored identified as belonging to POLECAM protected and insured. Until property so passes the Customer shall be entitled to sell or reuse Goods in the ordinary course of its business but shall hold the proceeds (tangible and intangible) of any resale reuse or of any insurance claim upon trust for POLECAM and shall account to POLECAM for the same and shall keep all such proceeds separate from its own monies or property and in the case of tangible proceeds stored protected and insured.
8.3 Until the property in Goods passes to the Customer (and provided Goods are still in existence and have not been resold} POLECAM shall be entitled to require the Customer to deliver up Goods to POLECAM upon demand and if the Customer fails to do so POLECAM is authorised by the Customer to enter onto any premises of the Customer or any third party where Goods are stored and repossess Goods.
8.4 The Customer shall not be entitled to pledge or in any way charge by way of security or otherwise Goods which remain the property of POLECAM but if the Customer purports to do so Goods shall be returned immediately to POLECAM.
8.5 The customer's right to possession of Goods which remain the property of POLECAM shall forthwith terminate if the Customer being an individual commits an available act of bankruptcy or being a company does anything or fails to do anything which would entitle a receiver liquidator or administrative receiver to take possession of any assets of the Customer or which would entitle any person to petition to wind up the Customer.
8.6 If the Customer has not received the proceeds of any sale of Goods admixed with others the property in which has not passed to the Customer within seven days the Customer will if called upon by POLECAM so to do assign to POLECAM all rights against the person or persons to whom the Customer has supplied Goods and shall indemnify and keep indemnified POLECAM against all costs and expenses incurred by POLECAM in enforcing such rights in such manner as POLECAM shall deem fit.
9 TERMS AND CONDITIONS FOR GOODS ON LOAN
The goods (as defined by the Loan Note) supplied on loan for whatever purpose are the property of Polecam Ltd (herein referred to as the Owner). The person and/or organisation to whom the goods are loaned (hereinafter referred to as the User) hereby agrees not to sell, hire or loan the goods for monetary gain to any third party without prior written agreement of the Owner. Goods may be loaned for evaluation to the Users customer however the User must be aware that they are liable for the goods (as set out below) at all times.
The loan period shall be as shown on the Loans Note and may be extended by mutual agreement.
The loan period shall commence at the date of shipment from the Owner to the User and shall end on the due date.
The return date is the date upon which the Goods are to be returned to the Owner's premises.
The User undertakes to insure the Goods against all necessary risks during the loan period and during transportation to or from his premises.
The User must inform the Owner immediately if the Goods are lost, damaged or stolen.
The User shall fully indemnify the Owner in respect of all claims, however arising, by any person whatsoever for injury and/or damage to property caused by or in connection with, or arising out of the use of the Goods, in respect of all costs and charges therewith, whether arising under common or statute law.
During the loan period the User will not misuse the Goods and undertakes to keep the Goods in the same condition in which the Goods were received from the Owner. This shall include any packaging, user manuals, accessory parts, or other parts belonging to the goods that are part of the goods as supplied on loan, and shall indemnify the Owner for all damage or loss howsoever caused. The Owner reserves the right to make a charge for cleaning, reconditioning, renewing, replacing or repairing any part or whole of the Goods in the event that the Goods are not returned in the original condition.
In the event of the Goods becoming defective during the Loan Period, the User shall immediately inform the Owner who will make all reasonable endeavours to rectify the defect.
The Owner reserves the right to charge for all Goods at the published List Price in the event that the goods are not returned by the due date.
Although the Owner shall make every effort to supply the Goods at the time requested, the Owner accepts no liability or responsibility in respect of late or non-delivery, mechanical breakdown, or other circumstances beyond the Owners' control.
The Goods are supplied in good faith in that the Owner has taken all responsible precautions to ensure that the Goods are in serviceable condition. No liability whatsoever can be accepted by the Owner for the consequences of any failure or inaccuracy of the Goods. The User must satisfy himself that the Goods are working and perform the functions expected of them before attempting to use them.
The Owner retains the right of access to any location where the Goods may be, for the purposes of repossessing the Goods, should this prove necessary or in a situation where the User has contravened any of these Terms and Conditions. The Owner also reserves the right to charge the User for any costs arising out of the repossession of the Goods.
The Owner reserves the right at all times to demand the immediate return of the Goods.
The invalidity or unenforceability of any part of the Conditions shall not prejudice or affect the validity of the remainder.
The Owner can accept no variation in the aforesaid Terms and Conditions unless an authorised representative of the Owner signs such a variation.
These Terms and Conditions shall be construed and shall take effect in accordance with English law.
The Customer shall inspect Goods within three days of collection of Goods or of delivery if arranged by POLECAM and shall within such period notify POLECAM of any defects or shortages in writing. If the Customer fails to give such notice Goods shall be deemed for all purposes to be in accordance with this Contract and the Customer shall be bound to pay for the same in full.
11.1 Subject to the succeeding provisions of this clause 10 POLECAM warrants that Goods will correspond with their specification upon delivery and will be free from defects in material and workmanship for such period and subject to such conditions as are specified by the manufacturer of Goods whether in documents accompanying Goods or otherwise.
11.2 The above warranty is given by POLECAM subject to the following conditions:-
11.2.1 POLECAM shall have no liability in respect of any defects in Goods arising from any drawing specification or design supplied by the Customer.
11.2.2 POLECAM shall have no liability for fitness or suitability for purpose.
11.2.3 POLECAM shall have no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions excessive use failure to follow manufacturer's instructions misuse alteration or repair without the manufacturer's approval.
11.2.4 POLECAM shall have no liability in respect to Goods if the total price for Goods has not been paid by the due date for payment or any money shall be due from the Customer to POLECAM under any other Contract.
11.2.5 POLECAM's liability shall not exceed such sums as it is able to recover from the manufacturer of Goods having used reasonable endeavours so to do.
11.3 Subject as expressly provided by this clause 10 all warranties conditions and other implied terms are excluded to the full extent permitted by law. The statutory rights of consumers (within the meaning of the Unfair Contracts Terms Act 1977) are not affected by these Conditions.
11.4 Any claim relating to defects in Goods by the Customer must be notified in writing to POLECAM within seven days of the date on which such defect is or ought to have been apparent.
11.5 POLECAM in its own discretion shall be entitled in full satisfaction of any claim by the Customer to replace Goods free of charge or by refund of the price paid but POLECAM shall have no further liability to the Customer and without prejudice thereto except in the case of death or personal in jury caused by POLECAM's negligence POLECAM shall have no liability to the Customer for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whether or not caused by POLECAM's negligence or that of its employees or agents which arise out of or in connection with the supply of Goods or their resale or use except as expressly provided by these Conditions.
11.6.1 (Subject always to the provisions of Clause 6.3 as to delivery) POLECAM shall have no liability to the Customer or be in breach of contract by reason of any delay in performing or failing to perform its obligations to the Customer hereunder if the delay was caused by reason of any cause beyond POLECAM's reasonable control which shall include (without prejudice to the generality of the foregoing) force majeure terrorism acts or omissions of any statutory of local authority import or export restrictions failure by any third party against whom POLECAM is unable to make recovery (to the extent of such inability) and changes in law or regulations applying to Goods or to POLECAM.
11.6.2 In the event of any such delay or failure POLECAM may at its discretion cancel or rescind the Contract without liability by written notice to the Customer.
12.1 In the event of any order being cancelled by the Customer prior to delivery of Goods in whole or in part POLECAM reserves the right to invoice or otherwise hold the Customer liable for any losses incurred including (without prejudice to the generality of the foregoing) loss of profit charges for carriage freight insurance and handling charges.
12.2 Without prejudice to the generality of Clause 11.1 in the event of an order being cancelled in whole or in part POLECAM shall be entitled to charge the Customer a handling charge equal to fifteen per cent of the total price of Goods not delivered.
12.3 If the Customer shall make default in any payment or commit any breach of any other obligation to POLECAM under a Contract or under any other contract with POLECAM or compound with or execute an assignment with its creditors or (being an individual) commit any act of bankruptcy or have a petition or receiving order in bankruptcy presented or made or (being a company) make any resolution to wind-up or suffer a receiver administrative receiver or manager of the whole or any part of its assets or business to be appointed or have a petition for its winding-up presented POLECAM shall be entitled without prejudice to any other remedies or claims to cancel any orders of the Customer in whole or in part and stop any Goods in transit to the Customer.
13.1 The Customer shall not (and shall procure that its employees and agents shall not) without prior written consent from an authorised employee of POLECAM disclose to any third party any information or documentation or data on any other media of a confidential nature the property of POLECAM save any such previously in the public domain.
13.2 The Customer shall not copy or reproduce any drawings or specifications or other written material supplied by POLECAM in connection with Goods.
13.3 The Customer shall hold POLECAM harmless in respect of any breach by the Customer or any third party who purchases or hires Goods from the Customer of any copyright or other intellectual property rights licensed to POLECAM or as is provided with Goods.
14 EXPORT SALES
14.1 The Customer warrants to POLECAM that it is entitled to import the Goods to the country or territory of its direction without licence or other authority and without imposing any obligation or liability upon POLECAM.
14.2 The Customer shall be solely responsible for complying with any legislation or regulations governing the importation of Goods to the country or territory of its direction and the transit thereto and for payment of any duties taxes or other impositions thereon.
14.3 If export licences from England are required or import licences to the country or territory of the Customer's direction or the transit thereto are required the Customer shall be responsible for obtaining the same with such assistance from POLECAM as it may reasonably require subject to paying such reasonable charges as POLECAM may require for time expended and any other costs and disbursements incurred.
15.1 No failure or delay by either party in exercising any remedy right power or privilege under or in relation to a Contract shall operate as a waiver of the same nor shall any single or partial exercise of any remedy right power or privilege preclude any further exercise of the same or the exercise of any other right power or privilege.
15.2 These Conditions supersede all prior agreements and arrangements between the parties relating to the sale of Goods by POLECAM and all such agreements and arrangements are hereby terminated without prejudice to any rights which may have accrued to either party.
15.3 Any notice to be given under these Conditions shall if served on a company be addressed to its registered office if in England or at the option of the server at its principal place of business if different or such other address as shall have been notified by one party to the other Any Customer whose has no registered office or place of business in England shall nominate to POLECAM in writing an address for service in England.
15.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity and enforceability of the remaining provisions of these Conditions shall not thereby be prejudiced.
16.1 These conditions shall be governed by and construed in accordance with the law of England.
16.2 The parties irrevocably submit for the benefit of POLECAM to the exclusive jurisdiction of the Courts of England and Wales and in respect of any claim dispute or difference arising out of or in connection with these conditions or any Contract.
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