DEFINITIONS
‘You’   the person who buys or agrees to buy the goods from Tezelec Ltd.

CONDITIONS
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by Tezelec Ltd.

GOODS
The articles which you agree to buy from Tezelec Ltd.

‘US’/’WE’
Means Tezelec Ltd. Unit 20, SDH Industrial Estate, Sowerby Bridge, Halifax, West Yorkshire, HX6 3BS.

1. Price

Prices are recommended prices for the quality stated and changes in quantity may affect the price. We reserve the right to vary the price without notice and to charge you the price ruling at the date of dispatch. All prices are exclusive of VAT, which will be charged at the appropriate rate.

2. Orders

All orders for goods will be deemed to be an offer by you to purchase goods from us pursuant to these conditions.

3. Delivery

Every endeavor will be made to maintain quoted delivery dates but no responsibility for later delivery due to circumstances beyond our control will be accepted. In no case shall delay be a ground for rejecting goods or terminating the contract. Items quoted ex-stock are subject to prior sale.

If for any reason we fail to deliver the goods you must give us notice of non-delivery within ten days of receipt of our invoice.

4. Catalogues and Brochures

No responsibility is accepted for contingencies arising from errors and omissions in quotations or catalogues produced by us or a third party.

5. Cancellation and returns

No cancellation of an order will be effective unless it is in writing and accepted by us. Upon the agreed cancellation of any order you may be liable to a cancellation charge. Amendments may also be subject to a similar liability. On no account will cancellation be accepted for items specially purchased on your behalf.

In no circumstances may goods correctly supplied against a firm order be returned without you having first applied for and obtained our written consent. Returns Authorisation Numbers may be issued via the sales office and must be clearly marked on the outer packaging of any consignment being returned to us.

We reserve the right to apply a handling charge where goods are returned for credit.

6. Claims

Where it is apparent on a reasonable inspection that the goods do not conform to the order (other than by short delivery or damage) you must advise us within three working days. If you fail to give us notice within that time, the goods will be deemed to have been accepted and you shall not be entitled and irrevocably and unconditionally waive any right to reject the goods.

Any goods which are found to our reasonable satisfaction to be defective after normal use due to faulty design or manufacture will at our sole discretion, be replaced fee of charge or repaired free of charge provided that:

• ‘Normal use’ is following any British Standard Institute guidelines as use and/or any instructions also supplied with the goods
• In the case of defect apparent upon inspection you notify us within three working days of the date of delivery
• In the case of defect not apparent on inspection you notify us within six months of the date of delivery
• The goods are made available for inspection at a time and place reasonably arranged by us
• The goods have not been misused, mishandled, modified or repaired other than with our written consent
• The defect in the goods does not arise from any instruction or specifications supplied by you
• The changes for the goods have been paid by the due date

In no circumstances will we be liable for any defect arising from fair wear and tear.

7. Payment

A credit account may be opened for you subject to satisfactory references.

Settlement terms are strictly net 30 days accounts unless otherwise agreed.

Credit facilities may be withdrawn or reduced at any time at our sole discretion. Even is we have previously agreed to give you credit, we reserve the right to refuse to execute any order or contact if the arrangements for payment or your credit rating are not satisfactory to us. We may require security or payment for each consignment when it is available and before it is dispatched, in which case delivery may be delayed until we are satisfied that payment has been received.

We understand and may exercise our statutory rightd to take legal action and claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

8. Risk and Title

Risk shall pass on delivery of the goods to the delivery address.

The ownership of the goods remains with Tezelec Ltd until such time as payment in full has been received.

If for whatever reason the goods remaining at any premises of yours have been paid for either partly or in full, we have the right to repossess such goods in lieu of payment for any outstanding invoices which remain unpaid in the event of your going into receivership or ceasing to trade.

9. Carriage

Carriage will be charged on all sales unless otherwise agreed. Rates vary according to the delivery service requested and the delivery address.

10. Limited Liability

Any liability we may incur to you in contract or tort (including liability in negligence) arising out of or as a result of:

• Any failure to supply or deliver goods
• Any delay in delivery of goods
• Any defect in any goods or service

Shall be limited to the purchase price of the goods in question. Your statutory rights are not affected.

11. Liability to Third Parties

You shall indemnify us in respect of any liability and all losses, costs, charges and expenses which we may suffer or incur by reason of any claim (including for liability in negligence) made by third parties in respect of

Or

Arising out of the statutory conditions or use of goods including without limitations, goods resold to third parties whether or not dispatched directly to third parties at your request or in any other way relating to the goods.

12. Force Majeure

These conditions of sale shall be construed in accordance with the law of England and both parties agree to submit to the exclusive jurisdiction of the English Courts.

We shall incur no liability for failure to perform our obligations hereunder due to the existence of circumstances which we have not caused and which are beyond our control.