TERMS & CONDITIONS OF SALE
PHILEX ELECTRONIC LTD
1. ACCEPTANCE OF ORDERS. Unless otherwise agreed in writing signed by a
director of Philex (Philex Electronic Limited) these conditions shall override any terms and conditions
stipulated incorporated or referred to by the buyer whether in the order or in any
negotiations.
2. TERMS AND PAYMENTS. All quotations are strictly net cash against invoices unless
otherwise stated on Philex’s acceptance of order form. All quotations are exclusive
of Value Added Tax or similar taxes, levies or duties whether paid charged or levied
within the United Kingdom or elsewhere. All quotations are exclusive of any
packaging insurance freight delivery or legislation or certification of invoices
unless otherwise stated on Philex’s acceptance of order form. Payment shall be
made at Philex’s address in the currency stated on the quotation or invoice.
Any sum or invoice outstanding for more than 30 days shall attract interest at two
per cent per calendar month from the date of invoice or the maximum allowed by
the jurisdiction in which the buyer resides or where the sales contract is to be
enforced. The buyer shall reimburse Philex as to the amount of any collection costs
legal fees or other expenses incurred in connection with any outstanding invoice.
The amount of such costs or expenses shall be due to Philex as a liquidated sum.
3. SMALL ORDERS. Philex reserves the right to make a handling charge on small
uneconomical orders.
4. PRICE. The quoted price for the goods may be varied upwards if and to the extent
that the costs of the goods (or the cost of the materials or labour used to
manufacture the goods) insurance freight or delivery increase between the date of
the order and the date of the fulfilment (whether or not the date of such fulfilment
be in accordance with the time stipulation of the contract). Such variation shall not
entitle the buyer to cancel the order.
5. TIME. Any time or date for delivery is given and intended as an estimate only
and Philex shall not be liable to make any damage or loss whether arising directly or
indirectly out of delay in delivery or availability of goods.
6. TRANSIT. In the event of the buyer making any claim in respect of goods damaged
or lost in transit the buyer shall give Philex written notification of any damage loss
within such time as will enable Philex to comply with the carrier’s conditions of
carriage affecting claims. The risk in goods shall pass to the buyer immediately upon
delivery to him (not withstanding the provisions to Clause 11) and the buyer shall
insure accordingly. Delivery to a carrier shall be deemed delivery to the buyer.
7. LIABILITY.
a) Philex undertake repair or replace free of charge (if returned to Philex’s
offices carriage paid) any items supplied by them which prove defective due to
faulty materials or workmanship within six months of delivery and provided
such defect is notified to Philex within 20 days of becoming apparent. Subject
thereto Philex gives no representation warranty or condition (and excludes any
that would otherwise be implied by statute usage or otherwise) as the fitness of
the goods for any particular purpose or as to their quality or otherwise.
b) Save as aforesaid Philex shall not be responsible for damage injury or loss of any
kind whatsoever to any property or persons or animals or produce caused by
or rising from or attributable to (whether directly or indirectly) the use of the
goods supplied.
c) Philex shall not be liable for any loss of profit or of contracts howsoever caused.
d) Philex shall not be liable for any damage or injury to the extent that the same
is caused by or rises out of the acts or omissions of the buyer or the others (not
being Philex’s servants or agents).
e) Philex’s liability under this contract shall not exceed the invoice value of the
goods supplied.
f) The protection afforded by this Clause shall extend to protect any servant, agent
or sub-contractor of Philex who shall be considered to be a party to this
Contract (for the purpose of this Clause only) and Philex shall be considered to
be a trustee for any such servant, agent or sub-contractor (for the purpose of this
Clause only).
g) Nothing contained in this Clause 7 shall operate so as to :
(i) exclude liability for death or personal injuries caused by Philex’s negligence; or
(ii) affect the statutory rights of consumers.
8. TERMINATION. If the buyer shall make a default in or commit any breach of his
obligations to Philex (under this or any previous order) or if any distress or execution
shall be levied upon the buyer, his property or assets or if he (the buyer) shall make
or offer to make any arrangement or composition with creditors or commit any
act of bankruptcy or if any position or receiving order in bankruptcy shall be
presented or made against him, or if the buyer shall be a limited company and any
resolution or petition to wind up such company’s business shall be passed or
presented (otherwise that for reconstruction or amalgamation) or if a receiver of
such company’s undertaking, property or assets or any part thereof shall be
appointed. Philex shall have the right forthwith to determine any order then
subsisting and upon written notice of such termination being posted by Philex to
the buyer’s last known address any subsisting order shall be deemed to have
determined without prejudice to any claim or right that Philex might otherwise
make or exercise (including the right to claim loss profit).
9. SUSPENSION. Should default be made by the buyer in paying any sum due to Philex
as and when it comes due Philex shall the right either to suspend all deliveries until
the fault be made good or to cancel the order so far as any goods remain to be
delivered there under but with the right to claim damages as if such order had been
wrongfully cancelled by the buyer (such damages to include loss of profits, if any).
10. PARTIAL COMPLETION. In the case of partial completion of an order, Philex shall
be entitled to proportionate payments in respect of such partial completion
(without prejudice to Philex’s rights should non-completion be occasioned by the buyer).
11. RETENTION OF TITLE. Until payment by the buyer to Philex of all sums due to Philex,
Philex shall remain the owner of all and any goods that are to be or have been
delivered by Philex to the buyer (whether or not the buyer has purported to resell
or transfer such goods). Philex shall be entitled to enter upon any premises and
take possession of such goods (together with any larger chattel or item into which
the goods become incorporated or fixed) and upon taking such possessions, Philex
shall be entitled to absolute ownership of the items or chattels so possessed
(without being liable for such damage as may be reasonably necessary to remove
or re-take possessions of such items or chattel). In this clause the expressions “the
goods”, “the items”, and “the chattels” shall be deemed to include documents of title
relating thereto or the proceeds of sale thereof. Any expenses or costs incurred
by Philex (including a charge in respect of the time engaged by Philex’s servants)
in connection with such retaking of possession together with an administration
charge of 20% thereon shall be a cost of collection within the meaning of Clause 2
of these conditions.
12. FORCE MAJEURE. In the event of war invasion act of foreign enemy, hostility
(whether or not war has been declared) civil war rebellion revolution insurrection
or military or usurped power or any act of God, storm flood tempest industrial
disputes strike or lockout or any other matter whatsoever beyond the control of
Philex shall be relieved of liabilities incurred under this contract whatsoever and the
extent to which the fulfilment of such obligations is prevented, frustrated or
impeded as a consequence of any such event or by any statute rules regulations
orders or requisition issued by any Government Department, Council or other duly
constituted authority.
13. SUB-CONTRACT. Philex reserves the rights to sub-contract the fulfilment of this
order or any part thereof.
14. ARBITRATION. All disputes differences or questions at any time arising between
the parties as to the construction of the contract or as to any matter or thing
arising out of the contract or in any way connected therewith shall be referred to the
arbitration of a single arbitrator who shall be agreed between the parties or who
failing agreement shall be appointed at the request of either party by the
President at the time being of the Institute of British Arbitrators. The arbitration shall
be in accordance with the Arbitration Act 1950 and any statutory modifications or
re-enactment thereof for the time being in force.
15. Data Protection Act 1998. Due to the changes in the Government legislation
under the above Act, all information held on the buyers’ account will be passed
onto Philex financiers for credit reference purposes, in the course of financing Philex
business. The information will not be passed to any other company for marketing
or for any other purpose. If a buyer does not agree to these terms the buyer must
notify Philex in writing.
16. LAW. This contract shall be subject to the English Law and the jurisdiction of the
English Courts.
PHILEX ELECTRONIC LTD
Philex House
Kingfisher Wharf
London Road
Bedford
MK42 0NX
© 2011