Bewator BC615Prox Informations techniques télécharger pdf (Page 70)

CONDITIONS OF SALE

1 General

1.1 The following are the terms and conditions (“Conditions”) of the contract

(“Contract”) under which Bewator AB (the “Company”) is to supply the goods

and/or services specified in the Company’s acknowledgement of order attached to

these Conditions or otherwise agreed in writing by the parties (the “Equipment”)

to the person placing that order (the “Reseller”).

1.2 No other terms, conditions or warranties shall apply unless agreed to

in writing by the Company. These Conditions shall prevail over any terms and

conditions of purchase of the Reseller.

1.3 No variation to these Conditions shall be binding unless agreed in writing by

the Company.

1.4

The employees and agents of the Company are not authorised to make

representations as to the description, quality or fitness for any particular purpose

of any of the Equipment, unless confirmed in writing by the Company. The Reseller

acknowledges that it has not relied on, and waives any claim for breach of, any

such representations, which have not been so confirmed.

2 Sale

2.1 The Company shall sell and the Reseller shall purchase the Equipment

subject to these Conditions.

2.2

Orders accepted by the Company may not be cancelled or rescheduled

without the Company’s consent in writing

3 Price and payment

3.1 The price of the Equipment shall be the Company’s quoted price or where no

price has been quoted, the price listed in the Company’s Price list current at the

date of acceptance of the Reseller’s order.

3.2

Any prices quoted are, unless withdrawn, valid for 30 days only. Quotations

by the Company are not offers to sell at the price stated and all orders remain

subject to acceptance by the Company.

3.3 Payment of invoices shall unless otherwise agreed in writing be made in full

without any deduction or set-off by the due date stated on the invoice.

3.4

Time for payment shall be of the essence. Failure to make due payment in

respect of any deliveries or instalments under this or any other contract between

the Reseller and the Company shall entitle the Company to delay, suspend or

cancel deliveries in whole or in part as its option.

3.5 Any extension of credit allowed to the Reseller may be changed or withdrawn

at any time. Any credit accounts are payable 30 days from invoice date.

3.6 If payment is not made in full by the due date stated on the invoice:

3.6.1 The Company will charge interest to the Reseller at the rate of 1.5% per

month on the unpaid balance (such interest to accrue on a day to day basis from

the due date for payment until receipt by the Company of the full amount whether

before or after any judgement) and the Reseller agrees to pay such interest charge;

and

3.6.2 the Reseller shall indemnify the Company against all costs and expenses

(including any legal costs and expenses on a full indemnity basis) incurred or

sustained by the Company in recovering sums due or in exercising its rights

pursuant to Clause 6, in each case without prejudice to any other rights or

remedies available to the Company.

3.7 Payment shall be due whether or not property in the Equipment has passed

by virtue of Clause 6 below and the Company shall (without prejudice to any other

right or remedy) accordingly be entitled to sue for the price once the same is due

even if property in the Equipment has not passed.

4 Licences, taxes and other charges

4.1 The Reseller warrants and represents to the Company that every applicable

licence (import or otherwise), foreign exchange control authorisation or any other

authority that may be required in connection with the Equipment, have been or

will be duly obtained by and at the expense of the Reseller.

4.2 Unless otherwise agreed in writing the prices do not include Value Added Tax

(“VAT”) or any other tax or levy on the supply or importation of the Equipment.

5 Delivery and installation

5.1 Delivery shall be ex-works unless specified otherwise on the order

acknowledgement issued by the Company to the Reseller for the Equipment.

5.2 Upon delivery the Reseller shall sign the delivery note of the Company or its

carrier to acknowledge receipt of the Equipment.

5.3 Any dates for delivery are approximate only. The Company’s liability for

any loss, damage, cost or expense caused by any delay or failure in delivery of

the Equipment howsoever caused, including without limitation the Company’s

negligence, shall be limited to the price of that Equipment under the Contract The

Equipment may be delivered by the Company in advance of the quoted delivery

date upon giving reasonable notice to the Reseller.

5.4 Where the Equipment is delivered in instalments, each delivery shall be

paid for separately and failure by the Company to deliver any one or more of the

instalments in accordance with these Conditions shall not entitle the Reseller to

treat the Contract for the whole of the Equipment as repudiated.

5.5 If the Reseller fails or refuses to take delivery of the Equipment or fails to

give the Company adequate delivery instructions by the time stated for delivery

then, without prejudice to any other right or remedy available to the Company, the

Company may:

5.5.1 store the Equipment until actual delivery and charge the Reseller the

reasonable costs (including insurance) of storage and subsequent re-delivery; or

5.5.2 treat the Contract as repudiated and use the Equipment in fulfilment of other

Resellers’ orders.

5.6 Where the Equipment is to be collected by the Reseller, the Company may

treat the Contract as repudiated and re-sell the Equipment if the Reseller fails to

collect the Equipment within 7 days of notification by the Company that it is ready

for despatch.

5.7 The Company may charge the Reseller for packaging, insurance, carriage

and freight of the Equipment. The Company may pack the Equipment in whatever

manner it considers reasonable. The Company shall be under no obligation

to conform to any limits for weights or measurements of any consignment of

Equipment.

6 Title and risk

6.1 Risk of loss or damage to the Equipment shall pass to the Reseller when the

Equipment is delivered to the Reseller. If the Equipment is carried at the cost of

the Company, the Company will only bear the risk of loss or damage in transit if it

receives written notification of such loss or damage within 3 days of delivery, or in

the case of non-delivery, within 21 days of the date of despatch.

6.2 Notwithstanding the passing of risk, the Company retains the legal and

equitable title in the Equipment, which shall not pass to the Reseller until the

Company has received payment of all sums due to the Company from the Reseller

under the Contract. This Clause does not apply to the Equipment which has been

mixed with or embodied in other products or has been installed in premises of an

end-user. Title to software supplied always remains with the Company.

6.3 Until title in the Equipment has passed to the Reseller the Reseller shall

hold the Equipment in a fiduciary capacity for the Company and in particular the

Reseller shall:

6.3.1 insure the Equipment against loss or damage with an insurance office of

good reputation and note the Company’s interest on the policy.

6.3.2 store the Equipment safely and securely, and separately or in some other

way ensure that it is readily identifiable as the property of the Company;

6.3.3 deliver the Equipment to the Company forthwith on demand.

6.4 For so long as the Reseller continues to trade and is not insolvent or

otherwise within the conditions of Clause 11, the Reseller shall have a licence

to offer for sale and sell the Equipment in the ordinary course of business as

principal for its own account and not as agent for the Company. The Company may

terminate this licence at any time by notice in writing to the Reseller. The licence

will terminate automatically if the Reseller falls within Clause 11.

6.5 The Company or any of its servants, agents or authorised representatives

shall be entitled at any time and without prior notice to enter on any premises

where any Equipment is stored, or is believed by the Company to be stored, to

retake possession of any Equipment and to sell or otherwise deal with or dispose

of it.

6.6 The provisions of this Clause 6 shall survive the termination of the Contract

for whatever reason.

7 Warranties

7.1 Subject to the conditions set out below the Company warrants that the

Equipment will be free from defects in materials and workmanship for the relevant

warranty period. Unless stated otherwise the warranty period begins on delivery to

the Reseller.

7.2 The warranty period for the Equipment is one year.

7.3 If any of the Equipment does not conform to this warranty, the Company will

at its option repair or replace the Equipment.

7.4 The warranty above is conditional upon:

7.4.1 the Reseller giving written notice to the Company of the alleged defect in the

Equipment, setting out full particulars of the defect, within 14 days of the date on

which the defect becomes apparent to the Reseller;

7.4.2 the Company and the Company’s insurers being given a reasonable

opportunity to investigate the defects including if requested by the Company an

opportunity to inspect the Equipment at the Reseller’s premises; and

7.4.3 if so requested by the Company, the Reseller returning the Equipment to the

Company carriage paid.

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