Standard Terms and Conditions for the Sale of Goods
In thefollowing Rugged Networks Limited trading as Giraffe CCTV shallbe referred to as “RNL” and the party buying or being in pre-contractualcontact to RNL regarding a purchase from RNL shall be referred to as “THEBUYER”
1. Preamble
1.1. These Standard Terms and Conditions for the Sale of Goods shallexclusively apply, save as varied by express agreement accepted in writing byboth parties.
1.2. The offer, sales confirmation, order acknowledgement, order acceptanceor sale of any products covered herein is conditioned upon the terms containedin this instrument. Any conditional or different terms proposed by THE BUYERare objected to and will not be binding upon RNL unless assented in writing byRNL.
1.3. These conditions shall govern any future individual contract of salebetween RNL and THE BUYER to the exclusion of any other terms and conditionssubject to which any such quotation is accepted or purported to be accepted, orany such order is made or purported to be made, by THE BUYER.
1.4. By placing an order or making an offer to RNL, THE BUYER explicitlyacknowledges these general terms and conditions also in case he made the orderor offer subject to differing, other terms and conditions.
1.5. Any typographical, clerical or other error or omission in any salesliterature, quotation, price list, acceptance of offer, invoice or otherdocument of information issued by RNL shall be subject to correction withoutany liability on the part of RNL.
1.6. The provisions of these Terms and Conditions apply to contracts withprivate or legal person as far as legal regulations permit.
2. Offers, orders and specifications
2.1. All offers are without obligation, subject to availability of stock andmaterial. No order submitted by THE BUYER shall be deemed to be accepted by RNLunless and until confirmed in writing by RNL or RNL’s representative within 30days after submittal.
2.2. The quantity, quality and description of and any specification for thegoods shall be those set out in RNL’s quotation (if accepted by THE BUYER) orTHE BUYER’s order (if accepted by RNL). Any such specification, salesliterature, quotation etc. shall be strictly confidential for THE BUYER andmust not be made available to third parties by THE BUYER.
2.3. THE BUYER shall be responsible for ensuring the accuracy of the terms ofany order submitted by THE BUYER, and for giving RNL any necessary informationrelating to the goods within a sufficient time to enable RNL to perform thecontract in accordance with its terms.
2.4. If the goods are to be manufactured or any process is to be applied tothe goods by RNL in accordance with a specification submitted by THE BUYER, THEBUYER shall indemnify RNL against all loss, damages, costs and expenses awardedagainst or incurred by RNL in connection with or paid or agreed to be paid byRNL in settlement of any claim for infringement of any patent, copyright,design, trade mark or other industrial or intellectual property rights of anyother person which results from RNL’S use of THE BUYER’s specification.
2.5. RNL reserves the right to make any changes in the specification of thegoods which are required to conform with any applicable statutory requirementsand/or which do not materially affect their quality or performance.
3. Price of the Goods
3.1. The price of the goods shall be RNL’s quoted price.
3.2. RNL reserves the right, by giving notice to THE BUYER at any time beforedelivery, to increase the price of the goods to reflect any increase in thecost to RNL which is due to any factor beyond the control of RNL (such asforeign exchange fluctuation, currency regulation, alteration of duties,increase of more than 15% in the costs of materials or other costs ofmanufacture) or any change in delivery dates.
3.3. Except as otherwise agreed in writing between THE BUYER and RNL, allprices are given by RNL on an ex works basis, and where RNL agrees to deliverthe goods otherwise than at RNL’s premises, the buyer shall be liable to payRNL’s charges for transport, packaging and insurance.
3.4. The price is exclusive of any applicable value added or sales tax, whichTHE BUYER shall be additionally liable to pay to RNL, unless otherwise quoted.
4. Terms of Payment
4.1. THE BUYER shall pay the price of the goods 3 days before dispatch unlessotherwise agreed by both parties in writing.
4.2. Where the finished goods sold are to be transported to any otherlocation from the place where production or processing was finished or from theplace of RNL’s premises for and on behalf of THE BUYER or as a part of theobligations of RNL according to the sales contract, delivery shall be deemed tobe the time when the goods are leaving the place where production or processingwas finished or the place of RNL’s premises.
4.3. Payment shall be effected by interbank payment transaction only; nocheque or bill of exchange will be considered as fulfilment of the paymentobligation unless otherwise agreed by both parties in writing.
4.4. Any payment obligation of THE BUYER shall only be considered asfulfilled, when RNL has received the payment amount to its irrevocabledisposal.
4.5. If THE BUYER fails to make any payment on the due date then, withoutprejudice to any other right or remedy available to RNL, RNL shall at itsdiscretion be entitled to:
4.6. Cancel the contract or suspend any further deliveries to THE BUYER; or
4.7. Charge THE BUYER interest on the amount unpaid, at the rate of 10percent per annum above LIBOR, until payment in full is made.
4.8. THE BUYER shall be entitled to prove that the delay of payment caused noor minor damage only.
4.9. The set-off of any receivables, claims or titles of THE BUYER againstreceivables, claims or titles of RNL deriving from deliveries or services toTHE BUYER is excluded, unless the receivables, claims or titles of THE BUYERare undisputed or have been declared finally legally binding by a court. RNLreserves the right to assign claims and accounts receivable against THE BUYERto third parties.
4.10. If THE BUYER is in default with any payment owed to RNL, all accountsreceivable and claims of RNL against THE BUYER become due in totalautomatically with immediate effect without RNL serving formal notice ofdefault on THE BUYER.
4.11. As far as not covered by UK law, it is considered as explicitly agreedbetween THE BUYER and RNL, that THE BUYER has to bear and/or reimburse RNL forall cost incurred to enforce RNL’s claims, titles and accounts receivableagainst THE BUYER.
5. Delivery
5.1. Delivery of the goods shall be made by THE BUYER collecting the goods atthe place where production or processing was finished or the place of RNL’spremises at any time after RNL has notified THE BUYER that the goods are readyfor collection or, if some other place for delivery is agreed by RNL by RNLdelivering the goods to that place.
5.2. Any agreed delivery time or delivery time notified to THE BUYER by RNLis to be considered as approximate. Delivery times agreed or notified are notto be considered as obligation or promise to deliver.
5.3. If THE BUYER fails to accept delivery on due date, he shall neverthelessmake any payment conditional on delivery as if the goods had been delivered.RNL shall arrange for the storage of the goods at the risk and cost of THEBUYER.
5.4. If required by THE BUYER RNL shall insure the goods at the cost of THEBUYER.
5.5. Unless otherwise confirmed and accepted by RNL in writing in theindividual sales contract or confirmation, THE BUYER has to bear all cost forpacking and delivery to any place other than the place where production orprocessing was finished or the place of RNL’s premises.
5.6. If goods are delivered by a freight forwarder in any damaged conditionor if any goods are missing, THE BUYER must obtain a report on the damage orloss from the freight forwarder immediately without delay.
5.7. Confirmations to freight forwarders concerning complete and orderlyundamaged delivery should only be made “subject to detailed examination” by THEBUYER.
6. Transfer of Risk
6.1. Risk of damage to or loss of the goods shall pass to THE BUYER asfollows:
6.1.1. According to the delivery term accepted and confirmed by RNL in eachindividual sales order
6.1.2. Unless otherwise agreed at the place where production or processing wasfinished or the place of RNL’s premises at the time when the goods are leavingthis place or when RNL notifies THE BUYER that the goods are available forcollection, whichever is the earlier.
6.1.3. In the case of goods to be delivered at RNL’s risk otherwise than at theplace where production or processing was finished or the place of RNL’spremises, at the time of delivery or, if THE BUYER wrongfully fails to takedelivery of the goods, the time when RNL has tendered delivery of the goods.
6.1.4. in the case of goods to be delivered at the place where production orprocessing was finished or the place of RNL’s premises at the time when RNLnotifies THE BUYER that the goods are available for collection.
7. Retention of title
7.1. Notwithstanding delivery and the passing of risk in the goods, or anyother provision of these conditions, the property in the goods shall not passto THE BUYER until RNL has received payment in full of the price of the goodsand all other goods agreed to be sold by RNL to THE BUYER for which payment isthen due.
7.2. RNL shall have absolute authority to retake, sell or otherwise deal withor dispose of all or any part of the goods in which title remains vested inRNL. This applies especially, but not only, if THE BUYER is in default or failsto fulfil his obligations in other ways. In this case RNL also has the right todemand the transfer of all titles of THE BUYER against third parties to giveback or retake the goods.
7.3. The act of retaking or seizing the goods is not to be considered ascancellation of the contract. Until such time as the property in the goodspasses to THE BUYER, THE BUYER shall hold the goods as RNL’s fiduciary agentclearly separated from his or third parties’ goods, and shall keep the goodsproperly stored, protected, insured and if appropriate, marked as RNL’sproperty. Until that time and as long as he is not in default THE BUYER shallbe entitled to resell or use the goods in the ordinary course of business.
7.4. THE BUYER assigns the proceeds, titles and claims deriving from the saleor any other legal argument concerning the goods - including such frominsurance and compensation for damage by third parties and balances receivableon current account - already now completely to RNL for security and shall keepall such proceeds separate from any moneys or properties of THE BUYER and thirdparties. RNL authorizes THE BUYER revocable to collect all such claims on ownaccount and name.
7.5. THE BUYER is not entitled to pledge or assign goods in which titleremains vested in RNL by bill of sale as security.
7.6. If third parties take steps to pledge or otherwise dispose of the goods,THE BUYER shall immediately inform this third party about RNL’s titleconcerning the goods and notify RNL to enable RNL to take legal action toprotect its position. If the BUYER fails to do so in due time, he will be heldliable for any damage caused. Moreover, THE BUYER is liable for all costs andexpenses incurred by RNL to enforce its titles and claims towards the thirdparty if reimbursement cannot be obtained from the third party.
8. Warranties and exclusion clauses
8.1. Subject to these Terms and Conditions and except where the BUYER ispurchasing the Goods as a consumer, all warranties, conditions, or other termsimplied by statute or common law (save for those implied by Section 12 of theSale of Goods Act 1979) are excluded to the fullest extent permitted by law.
8.2. RNL shall not be liable for any loss or damage of any nature, direct orindirect, including any loss of profits or consequential damages suffered orincurred by the Buyer for whatever reason.
8.3. THE BUYER shall examine the goods and in doing so check every deliveryin any respect and make any according complaints to RNL without delay (withintwo days, unless special circumstances apply). RNL warrants that all the itemsdelivered under this agreement will be free from defects in material andworkmanship, conform to applicable specifications, and, to the extent thatdetailed designs have not been furnished by THE BUYER, will be free from designdefects and suitable for the purposes intended by THE BUYER. RNL shall not beliable for the goods being fit for a particular purpose unless otherwise agreedupon, to which THE BUYER intends to put them.
8.4. The above warranty is given by RNL subject to the following conditions:
8.4.1. RNL shall not be liable in respect of any defect in the goods arisingfrom any design or specification supplied by the buyer.
8.4.2. RNL shall not be liable under the above warranty if the total price forthe goods has not been paid by the due date for payment.
8.4.3. The above warranty does not extend to parts, materials or equipmentmanufactured by or on behalf of THE BUYER and further damages caused by suchparts, materials, or equipment.
8.5. RNL will however transfer all titles, rights and/or claims against themanufacturer regarding such parts, materials and equipment to THE BUYER on hisdemand.
8.6. This warranty does not cover defects in or damage to the products, whichare due to improper installation or maintenance, misuse, neglect or any use orapplication other than the ordinarily intended one.
8.7. Any claim by THE BUYER, which is based on any defect in the quality orcondition of the goods or their failure to correspond with specification andwas impossible to detect by the time of the examination of the goods shall benotified to RNL within three months from the date of delivery.
8.8. THE BUYER is entitled to demand the delivery of any substitute goods, orrepair or a reduction of the purchase price as set forth with the terms of eachindividual contract of sale. Where any valid claim in respect of any goodswhich is based on any defect in the quality or condition of the goods or theirfailure to meet specification is notified to RNL in accordance with theseconditions, RNL shall be entitled at RNL’s sole discretion to either replacethe goods free of charge or repair the goods.
8.9. If RNL is neither willing nor able to either repair or replace thegoods, THE BUYER shall be entitled at THE BUYER’S sole discretion to claim fora reduction of price or a cancellation of the contract.
9. Miscellaneous clauses
9.1. RNL reserves the right to improve or modify any of the products withoutprior notice, provided that such improvement or modification shall not affectthe form and function of the product.
9.2. This agreement supersedes and invalidates all other commitments andwarranties relating to the subject matter hereof, which may have been made bythe parties either orally or in writing prior to the date hereof. Such priorcommitments and warranties shall become null and void from the date thisagreement is signed. Should a clause of these terms or of an individual salescontract be invalid or unlawful or should there be a blank, the rest of theagreement stays valid and effective in force. The invalid or unlawful clause isreplaced, or the blank is filled by a clause which is valid and lawful andcomes most closely to the intended economical purpose of the invalid orunlawful clause or, in case of a blank, the intended economical purpose of theagreement. Should this not be possible due to legal reasons, the parties willcooperate to agree on such valid clause.
9.3. Changes or completions to this agreement must be made in writing.
9.4. This agreement shall not be assigned or transferred or made known to anythird party by THE BUYER except with the written consent of RNL. Each partyshall be responsible for all its legal, accountancy or other costs and expensesincurred in the performance of its obligation hereunder.
10. Choice of Law; Place of Jurisdiction
10.1. This agreement shall be governed and construed in accordance withEnglish law and each party agrees to submit to the jurisdiction of the courtshaving jurisdiction for the principal place of business of RNL.
10.2. RNL shall have the right to bring a claim before a court at THE Buyer’sprincipal place of business or at his discretion before any other court beingcompetent according to any national or international law. In case of thetransfer of any title or claim to a third party, the assignee shall also havethe right to choose the place of jurisdiction accordingly.
