Terms & Conditions

Terms & Conditions

1. Definitions
Goods – All articles and services sold to you including replacements for defective Goods, hardware documentation and also software products licenced for use by you.
Contract – The Contract between us for the sale of Goods.
Quotation – A price to purchase goods from us in given quantities and at a level guaranteed for a period of 14 days from date of issue.
Purchase Order – A Contract to buy goods from us, at a price and quantity previously agreed.

2. General Conditions
No variations to these conditions of sales are permitted unless expressly authorised in writing by one of our Partners. No other person is authorised to accept, confirm or vary any order nor make any representation, promise or warranty on our behalf.
All orders accepted by us are subject to and in accordance with these terms and conditions which apply in preference to, and supersede any terms and conditions referred to, offered or relied on by you whether in negotiation or at any stage in the dealings between us with reference to the Goods by which the order relates. Without prejudice to the generality of the foregoing, we will not be bound by any standard or printed terms furnished by you in any of your documents.
Any advice or recommendation given by us or by our employees or agents to you as to the storage, application or use of the Goods which is not confirmed in writing by one of our Partners, is followed or acted upon entirely at your own risk, and accordingly, we shall not be liable for any such advice or recommendation which is not so confirmed.

3. Prices
All prices for Goods and services paid by you in £ sterling are specified in our Quotation. Verbal Quotes shall be confirmed in writing. Where we agree to trade with you in a currency other than £ sterling, we will specify a conversion rate. All prices are normally fixed for 30 days; however, we reserve the right without prior notice to change prices at our absolute discretion in certain circumstances (including but not limited to movement in interest or currency exchange rates).
Where we do this, we shall inform you of the applicable price when you place your order.
Goods delivered beyond 30 days will be charged at the price ruling on the date of the order.
Orders for Goods place on a scheduled delivery will be charged at the price for the total quantity ordered. The price for Goods placed on a scheduled delivery shall remain fixed for a minimum of 90 days from the date of receipt of the order by us.
Special services or custom requirements applied to Goods at your request shall be charged in accordance with a written quotation.

4. Value Added Tax
All prices and charges quoted and any associated fees are exclusive of Value Added Tax, which will be added in accordance with prevailing legislation.

5. Documentation
Despatch Advice Notes shall accompany deliveries. Goods specified on the Despatch Advice Notes will be supplied subject to these Terms and Conditions. Single invoices are raised and rendered at time of despatch. Invoices will become due in accordance with our agreed Terms.

6. Extent of Contracts
i). No binding Contract will be created until we have accepted your order – an Order Acknowledgement will be sent to yourselves as confirmation of our acceptance, if requested.
ii). Our waiver of any breach of any of these conditions of sale shall not in any way prejudice or affect the subsequent enforcement of the term and shall not be deemed to be a waiver of any subsequent breach.

7. Quality Assurance
All Goods have been processed in strict accordance with standard quality procedures, approved to BS EN ISO 9001:2000 and, where applicable, ISO 14001, ISO 18001 and ISO 27001.
Selected items are available with full lot traceability. A Certificate of Conformity, including lot traceability, is available upon request. A charge of £10.00 is levied for this certification.

8. Country of Origin
Goods supplied may originate from a non EU source. Unless otherwise confirmed by us in writing, nothing in this document is to be taken as representation of the source of origin or manufacture or production of the Goods or any part thereof.

9. Delivery Methods
Standard ‘Next Day’ delivery. Individual Parcel Weights are limited to 30Kg. A Pallet Rate is available for larger consignments. Prices are available upon request.
Our hours of business are 8am to 5.30pm Monday to Thursday, and 8am to 5.00pm on Friday, excluding Bank Holidays and the Annual Shutdown periods of which customers are notified in advance.
All orders received before 3pm Monday to Friday, subject to availability, shall be despatched on this service. Every effort shall be made to despatch urgent orders after this time. ‘Specified Time’ and Saturday Deliveries can be arranged subject to an additional fee. Deliveries to some parts of Scotland and Ireland will incur surcharges, prices available on request.
Although we take care to select only the most reputable carriers, all the above methods of delivery are subject to the operational performance of the carrier concerned and we cannot accept any responsibility or liability whatsoever for any carrier’s late delivery.

10. General Descriptive Matter
i). All specifications, drawings and particulars of weights, dimensions, capacities or other details specified in our quotation are intended merely to give a general idea of Goods but will not form part of the Contract.
ii). If the description of any Goods not of our manufacture in any correspondence, leaflet, or invoice varies from that of the manufacturer’s description, the manufacturer’s description will be deemed to be the correct description and shall take precedence over our description. The manufacturer’s description is available from us on request.
iii). We shall make every effort to ensure the accuracy of technical details relating to the Goods in our quotation but we accept no liability in contract or tort or under statute or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical detail whether caused by our negligence or otherwise.
iv). Unless otherwise stated, electrical ratings represent safe working limits. Dimensions and other physical characteristics are subject to normal commercial tolerances.
v). We reserve the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.

11. Performance
i). Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by us in writing, we shall be under no liability whatsoever for any failure to attain such figures whether attributable to our negligence or otherwise.
ii) The responsibility for ensuring that Goods are sufficient and suitable for your requirement is your sole responsibility save in so far as one of our Partners specifically advised you in writing that the Goods are sufficient and suitable for your purposes having been fully and accurately advised by you of your requirements.

12. Guarantee
i). Any defects which under poor use appear in the Goods within a period of 6 months (or unless otherwise stated) after delivery and which are due to faulty materials, workmanship or design will be made good by us either by repair or, at our option, by replacement provided that the Goods or the defective parts thereof are returned to us, carriage paid and suitably packaged, within the six month period, together with a claim in writing which specifies the date of purchase. Software programs are supplied on the strict understanding that we do not warrant their functions to be free from defects or errors. No Goods may be returned for credit unless previously agreed with us. Our sole obligation and your sole remedy under this provision is limited to the cost of repair or replacement of the Goods supplied and will not exceed the value of the original Contract.
ii). All items (including without limitation software programs) added to or incorporated into the Goods by you must be removed from the Goods prior to return to us. We shall not be liable in respect of any loss or damage resulting from any such items not so removed being damaged and the return of the Goods by you will authorise us to remove such items from the Goods without liability.
iii). Our guarantee is provided by us and accepted by you in substitution for all express or implied representations conditions or warranties, statutory or otherwise, as to the state, quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship and all such representations conditions and warranties are hereby excluded.
iv). Except for any liability which we may incur for death or personal injury resulting from negligence or under Part 1 of the Consumer Protection Act 1987 and save as provided in these conditions we shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or under statute or common law or otherwise (whether caused by our negligence or otherwise) in respect of defects in the Goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure. In no event shall any breach of contract on our part or tort (including negligence) or failure of any kind on our part or that of our employees, agents or sub-contractors give rise to any liability for loss of revenue or loss of profits or any other consequential or indirect loss or damage arising from any cause whatsoever.

13. Third Party Rights
In the event of any dispute, only the parties to the Contract itself will be able to claim on the Contract.

14. Payment Terms
Settlement is due by the end of the month following the month of despatch without any deductions whatsoever. Payment either by cheque made payable to Graham Smith UK, credit transfer or BACS.

If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:
i) cancel the order or suspend any further deliveries to you;
ii) appropriate any payment made by you to such of the Goods (or the Goods supplied under any other order between us) as we may think fit (notwithstanding any purported appropriation by you); and
iii) charge you interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above the Svenska Handelsbanken base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
Invoicing under these conditions of sale shall be in £ sterling. If you would prefer to be invoiced in a currency other than £ sterling, this may be arranged. Details are available from our Sales Office.

15. Property
The property in the Goods shall not pass to you until all sums due or owing to us by you on any account having been paid, and until payment the following provisions of this paragraph shall apply. Except where full payment is made in cash, the whole price shall not be treated as paid until any cheque or other instrument of payment given by you has been met on presentation or otherwise honoured in accordance with its terms. If you default in the punctual payments of any sum owing to us then we shall be entitled to the immediate return of all Goods sold by us to you in which the property has not passed to you, and you hereby irrevocably authorise us and our employees and agents to recover the Goods and to enter any of your premises for that purpose. Demand for or recovery of the Goods by us shall not of itself discharge either your liability to pay the whole of the price and take delivery of the Goods or our right to sue for the whole price.

16. New Accounts
Please furnish two trade references and a banker’s reference if you wish to apply to open a credit account. Any credit limit granted to you shall at all times be discretionary and may be reduced, suspended or withdrawn at our discretion at any time without prior notice.
Until a Credit Account has been opened payment may be required on a Pro Forma Invoice.

17. Orders
Our hours of business are 8am – 5.30pm Monday to Thursday, and 8am to 5pm on Friday. Orders will only be processed on receipt of a valid Purchase Order. At our discretion, a Verbal Order may be accepted subject to confirmation in writing received within 24 hours.

18. Delivery Schedule
i). Delivery will take place to the address specified by you. We make delivery by any method of transport available to us.
ii). Risk of the Goods will pass to you when you sign for receipt of the delivery.
iii). We may deliver the Goods by instalments.
iv). Orders for Goods placed on a scheduled delivery will be charged at the price for the total quantity ordered.
v). The price for the Goods placed on a scheduled delivery shall remain fixed for a minimum of 90 days from the date of receipt of the order by us.
vi). Deliveries by instalment can only be accepted for a maximum period of twelve months from the date of the order.
vii). Schedules may be delivered up to 5 days in advance of the requested delivery date but invoiced on the due date.

19. Delivery
We will use reasonable endeavours to meet delivery estimates but cannot accept any liability whatsoever for failure to do so however arising. Failure to meet a delivery date where deliveries are by instalment under the Contract in accordance with Delivery Schedules Clause (v) shall not prejudice our right to make further deliveries by instalment under that Contract.

20. Inspection, Transit Delays and Non-delivery
YOU MUST INSPECT THE GOODS as soon as is reasonably practicable after delivery and shall within 3 days of delivery give notice to us in detail of any defect in the Goods or of any other complaint which you may have in relation to the Goods. If you fail to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on reasonable examination. You shall be deemed to have accepted the Goods accordingly. You acknowledge that we do not write software compromised in Goods sold by us and, accordingly, you acknowledge that it is your sole responsibility to check (by the application of appropriate diagnostic software) for the presence of computer viruses in software comprised in Goods before such Goods are used or disposed of. In the event that you establish to our reasonable satisfaction that the Goods are not in accordance with the Contract or are so defective, your sole remedy in respect of such non-accordance or defects shall be limited as we may elect to the replacement of the Goods or refund of the purchase price or, where sums owed by you to us, the issue of a credit note against the return of the Goods.

Queries regarding shortages of Goods must be made to both the carriers and ourselves within 3 days of the despatch date and must be accompanied by the despatch note. Queries regarding goods invoiced but not delivered must be made within 3 days of the invoice date and the invoice number must be quoted. You are advised to contact us if neither the Goods nor an invoice in respect of the Goods are received within 3 days of the despatch date.

YOU MUST REFUSE PARCELS DELIVERED IN A DAMAGED CONDITION

Under no circumstances shall we be liable to compensate you in damages or otherwise for non-delivery or late delivery of the Goods for whatever reason, or for any loss consequential or otherwise arising from non-delivery or late delivery.

21. Return of Goods
No returns can be accepted for credit unless previously agreed. Software programs may not be returned under any circumstances unless software programs not in accordance with your order have been supplied and then only if the security seal has not been broken. A charge of 30% of invoice value or a minimum charge of £10 may be levied on Goods “not wanted’ or ‘incorrectly ordered”. All Goods returned under this category must be received by us within 30 days of the original invoice date undamaged and in their original packaging. Relevant British Standard precautions must be taken by you for the return of Goods classified as a “static sensitive device”. You will bear all the costs of returning any Goods.

22. Variations
Variation of Contract
A Contract between us may only be modified or suspended with the agreement in writing of one of our Partners. In any event we will require thirty days minimum written notice of any modification or suspension.
Suspension of Contract
Any suspension of a Contract between us will be limited to a maximum period of three months except in the case of an Irrevocable order where suspension must be by special agreement in writing, after which, we will be entitled to resume deliveries at a rate in accordance with the terms of the Contract prior to the suspension.

23. Copyrights and Patents
We have taken reasonable steps in the course of our business to ensure that the Goods do not infringe any patent, design, trademark, copyright or any other rights of third parties but no guarantee in this respect is given and we shall have no liability whatsoever in the event of any such infringement howsoever arising.

24. Software
Notwithstanding any other term of these conditions of sale, title in any software program which forms part of the Goods, is reserved by us and will not pass to you. You may be charged a royalty for the use of such software program. Such software programs may only be used in the Goods and may not be copied or altered or otherwise modified by you.

25. Lien
We shall have a general lien in respect of all sums due from you upon all Goods to be supplied to you or upon which work has been done on your behalf and upon fourteen days written notice to you, may sell such Goods and apply the proceeds towards the satisfaction of the sums due to us.

26. Force Majeure
If the performance of the Contract or any obligation under it is prevented, restricted or interfered with by any reason or circumstances beyond the reasonable control of the party obliged to perform it (other than financial) the party so affected upon giving prompt notice to the other party shall be excused from performance to the extent of the prevention, restriction or interference but the party so affected shall use its best efforts to avoid or remove such causes of non-performance and shall continue performance under the Contract with the utmost despatch whenever such causes are removed or diminished.

27. Limitation of Liability
You will be responsible for ensuring the fitness of purpose of the Goods for your applications. We accept no liability whatsoever or howsoever arising (including our negligence) in respect of loss arising from errors. We shall not be liable in contract, in tort or under statute or otherwise for any loss or damage (whether for loss of profit, or revenue, or any consequential loss or damage or otherwise) suffered by you whatsoever or howsoever arising out of or in connection with the supply of Goods or services by us other than to supply Goods conforming to the original agreed specification or at our option to refund to you any monies already paid in respect of the Goods.

28. Legal Construction
All Contracts between us shall be governed by and interpreted in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts, but we may enforce any such Contract in any court of competent jurisdiction.