1.2 in these conditions:
“Buyer” means this person who accepts a quotation from the Seller for the sale of goods or whose order for the Goods is accepted by the Seller.
“Goods” means all Goods supplied by the Seller in accordance with these conditions.
“Seller” means Helionova of Hyperion House, Alston Road, Hellesdon Hall Industrial Estate, Norwich, NR6 5DS and Ultranova are trading division of the Seller.
2.1 FORMATION OF CONTRACT:
2.2 A contract under these conditions shall arise upon either the Buyer agreeing to purchase Goods in accordance with the Seller’s written quotation or the Seller accepting any written order of the Buyer. In either event the contract formed shall be subject to these conditions to the exclusion of any other terms and conditions subject to which any quotation is accepted or any order is made by the Buyer.
3.2 Prices for goods shall be as quoted by the Seller from time to time and, unless otherwise agreed shall exclude the cost of delivery. Prices are subject to any applicable value added tax at the prevailing rate from time to time.
4.1 PAYMENT TERMS:
4.2 The Seller shall be entitled to invoice the Buyer for the price of the Goods upon delivery or upon the Seller notifying the Buyer that the Goods are ready for collection.
4.3 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice. The time of payment of the price shall be of the essence of the contract. In the event of late payment the Seller shall be entitled to charge the Buyer interest (both before and after any judgment) on the amount unpaid (including amounts in respect of VAT) at the rate of 4% per annum above the base rate from time to time of Barclays Bank pic from the date payment fell due to the date payment is received in full.
4.4 In the event that the Seller shall instruct a Solicitor or other person to collect amounts due from the Buyer but unpaid then the Seller shall be entitled to recover in addition to the principal amount due a further amount by way of extra judicial costs equal to 15% of the principal amount due.
5.2 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.
5.3 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
5.4 Notwithstanding delivery and the passing of risk in the goods, the Goods shall remain the sole and absolute property of the Seller and title to and legal and equitable ownership of the Goods shall not pass to the buyer until payment is received by the Seller of all monies due from the Buyer to the Seller on any account.
5.5 Until such time as property in the Goods passes to the Buyer 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 and repossess the Goods.
6.2 The Seller warrants that all accessories and kits supplied to the Buyer will be free from defects in material and workmanship for a period of 12 months from the date of delivery. The Seller at its option will repair or replace Goods which are notified as defective within the guarantee period provided all monies due from the Buyer to the Seller on any account have been paid in full by the due date for payment.
6.3 The guarantee referred to above is subject to the Goods having been stored and used in an appropriate manner and as prescribed in the operating instructions and not having been misused modified or repaired otherwise than by the Seller and the Goods being returned to the Seller if so requested at the Buyer’s expense.
6.4 No guarantee whatsoever is given in respect of any defect in the Goods arising from fair wear and tear willful damage negligence abnormal working conditions nor in respect of Goods damaged by vandalism.
7.1 LIMITATION OF LIABILITY
7.2 The Buyer warrants to the Seller that Goods purchased are for use in the course of the Buyer’s business. The Buyer acknowledges that specialist training in the use of the Goods will be required and the Seller shall be under no liability in respect of any damage or injury caused by reason of the Goods being used by the Buyer or its employees or agents who have not undergone adequate training in the use of the Goods. The Seller can arrange for training to be provided upon request.
7.3 The Seller is not the manufacturer of the Goods and accordingly, save where the goods are sold to a person dealing as a consumer and save to the extent that the same cannot by law be excluded, all conditions and warranties express or implied in relation to the Goods are hereby excluded save that the undertakings implied by Section 12 Sale of Goods act 1979 are not excluded nor does the Seller exclude liability in respect of death or personal injury arising from the negligence of the Seller.
7.4 The Seller shall not be liable for any financial consequential or indirect loss suffered by the Buyer or any third party whether such loss arises from breach of a duty and contract or tort and the Buyer acknowledges that it must maintain suitable insurance in respect of such risks.
7.5 In the event of the Seller failing to deliver Goods for any reason the Seller’s liability to the Buyer shall be limited to the excess cost (if any) to the Buyer in the cheapest available market of obtaining similar Goods to replace the Goods not delivered over the price of the Goods.
7.6 Where Goods are supplied with the benefit of a guarantee from the manufacturer then the Seller shall be under no liability to the Buyer until the Buyer has exhausted all rights afforded under the terms of such guarantee.
7.7 To be valid any claim against the Seller whether in contact or in tort must be brought within two years of the date of the relevant invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the Goods in respect of which the claim is made.
8.1 INTELLECTUAL PROPERTY RIGHTS
8.2 Copyright and all other intellectual or industrial property rights in the Goods or any brochure or catalogue or manual in which the Goods are depicted or described are vested in the Seller or (as the case may) the manufacturer of the Goods.