The Customer’s attention is drawn to the Clauses hereof which exclude or limit the ioCo’s liability and those which require the Customer to indemnify ioCo in certain circumstances. These standard terms will be deemed incorporated into any contract for the sale and purchase of goods sold by ioCo 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 ioCo or otherwise unless and to the extent that they may be varied by an authorised employee of ioCo.
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 ioCo to the Customer and any special terms and conditions otherwise agreed in writing by an authorised employee of ioCo. "Customer" means the person/legal entity at whose request or on whose behalf ioCo undertakes any business, including the supply of any goods, advice or services by ioCo. "ioCo" means ioCo Limited (company registration number 02841621 registered in England) whose registered office is at 55 High Street, Marlow, Bucks., SL7 1BA. "Contract" means the contract for the sale and purchase of Goods. "Writing" includes electronic mail, 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 ioCo shall mean a director of ioCo. 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 ioCo shall be subject to correction without any liability on the part of ioCo.
2 FORMATION OF CONTRACT
2.1 The Customer warrants that he is either the Purchaser or the authorised agent of the Purchaser and that he is accepting these Conditions not only for himself but also as agent for and on behalf of the Purchaser.
2.2 All Contracts are personal to the Customer specified on ioCo's delivery note and may not be assigned provided that ioCo shall in its discretion be entitled to assign or otherwise deal with the whole or any part of the liabilities of the Customer to ioCo as ioCo shall deem fit. 2.3 ioCo's employees or agents are not authorised to make any representations concerning Goods unless confirmed in writing by an authorised employee of ioCo. 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 confirmed in writing. 2.4 Any advice or recommendation given by ioCo 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 ioCo is followed or acted upon at the Customers entire risk and expense and ioCo shall not be liable for any such advice or recommendation which has not been so confirmed.
No quotation of ioCo 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 appropriate rate at the invoice date. 4.3 Unless otherwise agreed by an authorised employee of ioCo in writing, prices for Goods shall be as published by ioCo from time to time subject to alteration upon ioCo notifying the Customer at any time before invoice whereupon the Customer shall be entitled to cancel the Contract in writing without liability to ioCo within three days of receipt of such notice. 4.4 Where carriage, freight or insurance is arranged by ioCo 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 ioCo. 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 ioCo under or arising from any other Contract.
5.3 All credit terms of payment are subject to approved references if required by ioCo after receipt of order or contract. 5.4 Interest at the rate of 2 per cent per month compounded monthly shall be payable by any Customer on sums not paid to ioCo when due from the due date until receipt of payment inclusive of such interest in full by ioCo. 5.5 Time shall be of the essence of payment. 5.6 Should payment of any sums due to ioCo not be paid when due, ioCo 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 ioCo. 5.7 If the Customer fails for any reason to pay any sum owing to ioCo when due, ioCo (without prejudice to any other remedy available to ioCo) may at any time thereafter without notice cancel the Contract in writing and shall thereafter resell the Goods at such price as ioCo shall consider reasonable. The Customer shall indemnify and keep indemnified ioCo 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 ioCo.
6 DELIVERY AND PACKING
6.1 Unless otherwise agreed in writing by an authorised employee of ioCo, delivery of Goods shall be ex ioCo's principal premises or, at ioCo's discretion, from manufacturers’ or other premises in the United Kingdom. 6.2 All goods will be dispatched to the Customers business address as shown on its official order form unless otherwise requested.
6.3 If ioCo 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. 6.4 Where a period is named for delivery and such period is not extended by the ioCo in writing or under the provisions of the Conditions hereof the Customer shall take delivery within that period.
6.5 No liability shall attach to ioCo for failure to deliver at any stated time or on any stated date nor shall ioCo have any liability for any delivery made to the stated address when unattended or attended by a person or persons other than the Customer. 6.6 Where delivery is to be arranged by ioCo, the right is reserved to deliver Goods in more than one consignment and without prior notice. 6.7 ioCo shall not be obliged to comply with any of the Customers packing instructions or requests. The specification for packing shall be in ioCo's entire discretion in such materials and in such quantities as ioCo shall think fit.
From the time of despatch or collection from ioCo'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 ioCo has received payment in full of all sums which may then be due or owing by the Customer to ioCo whether under the particular Contract relating to Goods or any other Contract. For the purposes of this clause 8, payment is made to ioCo in the case of cash when released to ioCo's control to the exclusion of the Customer and in the case of payment by any other method when money is irrevocably credited to ioCo'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 ioCo'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 ioCo 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 ioCo and shall account to ioCo 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} ioCo shall be entitled to require the Customer to deliver up Goods to ioCo upon demand and if the Customer fails to do so ioCo 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 ioCo but if the Customer purports to do so Goods shall be returned immediately to ioCo. 8.5 The customer's right to possession of Goods which remain the property of ioCo 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 ioCo so to do, assign to ioCo all rights against the person or persons to whom the Customer has supplied Goods and shall indemnify and keep indemnified ioCo against all costs and expenses incurred by ioCo in enforcing such rights in such manner as ioCo shall deem fit.
The Customer shall inspect Goods within three days of collection of Goods or of delivery if arranged by ioCo and shall within such period notify ioCo 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.
10.1 Subject to the succeeding provisions of this clause 10 ioCo 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. 10.2 The above warranty is given by ioCo subject to the following conditions:- 10.2.1 ioCo shall have no liability for fitness or suitability for purpose. 10.2.2 ioCo 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. 10.2.3 ioCo 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 ioCo under any other Contract. 10.2.4 ioCo'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. 10.3 Subject as expressly provided by this clause 10, all quotations and tenders are submitted and all orders and contracts are accepted subject to these conditions unless otherwise agreed by ioCo in writing. All express or implied terms, representations, warranties 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. 10.4 Any claim relating to defects in Goods by the Customer must be notified in writing to ioCo within seven days of the date on which such defect is or ought to have been apparent. 10.5 ioCo 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 ioCo shall have no further liability to the Customer and without prejudice thereto except in the case of death or personal injury caused by ioCo's negligence. ioCo 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 ioCo'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. 10.6 (Subject always to the provisions of Clause 6.3 as to delivery) ioCo 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 ioCo'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 ioCo is unable to make recovery (to the extent of such inability) and changes in law or regulations applying to Goods or to ioCo. 10.6.1 In the event of any such delay or failure ioCo may at its discretion cancel or rescind the Contract without liability by written notice to the Customer.
11.1 In the event of any order being cancelled by the Customer prior to delivery of Goods in whole or in part ioCo 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. 11.2 Without prejudice to the generality of Clause 11.1 in the event of an order being cancelled in whole or in part, ioCo shall be entitled to charge the Customer a handling charge equal to fifteen per cent of the total price of Goods not delivered. 11.3 If the Customer shall make default in any payment or commit any breach of any other obligation to ioCo under a Contract or under any other contract with ioCo 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, ioCo 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.
12.1 The Customer shall not (and shall procure that its employees and agents shall not) without prior written consent from an authorised employee of ioCo disclose to any third party any information or documentation or data on any other media of a confidential nature the property of ioCo save any such previously in the public domain. 12.2 The Customer shall hold ioCo 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 ioCo or as is provided with Goods.
13 EXPORT SALES
13.1 The Customer warrants to ioCo 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 ioCo. 13.2 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. 13.3 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 ioCo as it may reasonably require subject to paying such reasonable charges as ioCo may require for time expended and any other costs and disbursements incurred.
14.1 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. 14.2 These Conditions supersede all prior agreements and arrangements between the parties relating to the sale of Goods by ioCo and all such agreements and arrangements are hereby terminated without prejudice to any rights which may have accrued to either party. 14.3 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 who has no registered office or place of business in England shall nominate to ioCo in writing an address for service in England. 14.4 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.
15 LEGAL CONSTRUCTION
These conditions shall in all respects be governed by and construed in accordance with English law and, unless otherwise arranged, shall be subject to the jurisdiction of the English Courts.
ioCo Limited is registered in England No. 02841621 Registered Office: 55 High Street, Marlow, Bucks. SL7 1BA. VAT Reg. No. 864 7466 80