T&C's
ORS Ltd: GENERAL TERMS AND CONDITIONS OF SALE
1. Definitions
1.1 The "Buyer" means the company, institution or person who buys or agrees to buy Products from the Seller.
1.2 The "Seller" means Optical Reference Systems Limited or their agent.
1.4 "Conditions" means the Conditions of Sale set out in this document and any special conditions agreed in writing by the Seller.
2. Conditions
2.1 All contracts of sale made by the Seller shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communication from the Buyer.
2.2 If any amendments to these terms and conditions are required they must be confirmed in writing signed by a director or authorised representative of ORS Ltd.
2.3 The contract between the Buyer and Seller is formed upon the delivery of the order acknowledgement.
2.4 Acceptance of delivery of Products shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
3. Price
3.1 The price shall be that contained in the Seller’s written quotation.
3.2 Written quotations will be valid for 30 days from date of quotation, unless the term is specifically extended by the Seller in writing.
3.3 Prices are exclusive of any tax (VAT, import duty etc.) and charges for packing, postage and carriage (plus tax) which shall be paid in addition.
3.4 Payment is due in full not more than 30 days from the date of invoice.
4. Terms of Payment
4.1 Terms of Payment shall be contained in the Seller’s written quotation.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at 2% above HSBC PLC base lending rate for the time being in force per calendar month.
4.3 The Seller reserves the right to charge for costs incurred due to late payment.
5. Description
5.1 Products will be supplied substantially as described but the Seller reserves the right to make design changes which, however, will not lower the performance of the Products.
5.2 The Seller shall make every effort to ensure the accuracy of technical data or literature related to the Products, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.
6. Warranty
6.1 The Seller warrants that the Products will at the time of delivery correspond to the description given by the Seller.
6.2 While every effort is made to ensure that the product specifications are accurate, manufacturers do add and remove functionality in their products as the software is developed. Inevitably there will be a delay before the product descriptions are updated to reflect these changes.
6.3 The Seller warrants that the hardware is shipped in working order and that they will remain so for 12 months provided that the Products are used for the purpose for which they are designed and in accordance with the operating manual.
7. Delivery
7.1 Unless otherwise stated in the Contract, the Products will be delivered Ex-Works (EXW) according to Incoterms 2000 or the latest version of Incoterms.
7.2 Whilst every reasonable effort shall be made to keep any delivery date, the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or Company arising directly or indirectly out of any failure to meet any estimated delivery date.
7.3 The Seller reserves the right to delivery in more than one consignment and to invoice each consignment separately.
7.4 The Buyer shall inspect the Products immediately upon receipt and shall notify the Seller within 48 hours should the Products have been delivered in a damaged condition or not comply with the Contract. Failure to notify within the specified period is acknowledged as order acceptance.
8. Cancellation and Returns
8.1 Once the contract is formed under clause 2.3 it cannot be cancelled by the Buyer without the written consent of the Seller.
8.2 If it is agreed that the Products are to be returned:
8.2.1 Goods Return number obtained from the Seller must be clearly shown on the returned parcels.
8.2.2 The Buyer will be liable for the cost of remedying any damage to the Products returned where such damage has, in the opinion of the Seller, been caused by the Products being inadequately packaged by the Buyer or through the Buyer’s fault.
8.2.3 ORS Ltd advises that the Buyer should insure the Goods for the return delivery. The risk for the returned Goods remains with the Buyer until the Seller has inspected the returned Goods.
8.2.4 The Seller reserves the right to make a handling and restocking charge of 25% of the value of the Goods which are returned.
8.2.5 Software must be returned un-opened and still sealed. Any software which has been opened will be charged for.
9. Title and Risk
9.1 The risk in Products (goods) shall pass in accordance with the agreed delivery and carriage terms, unless stated to the contrary will be EXW.
9.2 The Seller remains the owner of the Products affected by the Contract until the full purchase price has been paid to the Seller.
9.3 Any Products received which are defective shall be preserved by the Buyer “as received”, in the original packing, at the Buyer’s risk, and retained by the Buyer for a reasonable period to enable the Seller or their agent to inspect the Products or for the Seller to arrange collection.
10. Force Majeure
The Seller shall not be liable for failure to perform its obligations under the contract if such failure results from circumstances which could not have complemented and which are beyond the seller’s reasonable control.
11. No Waiver
The Seller’s failure to insist upon strict performance of any provision of these Conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these conditions.
12. Liability
The Seller or their agent shall under no circumstances be liable for any direct, indirect, incidental, consequential damage or loss of revenue due to the failure of the Products or services supplied.
13. Insolvency or Bankruptcy
If any act or proceedings shall be commenced in which the Buyer’s solvency is concerned, all monies under any transaction covered by these Conditions shall become immediately due and payable
14. Construction of Contract
14.1 The construction, validity and performance of the Contract shall be governed by laws of England and Wales.
14.2 If any part of these Terms and Conditions is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of these Terms and Conditions.
15. Arbitration
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
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