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Terms and Conditions
1. APPLICATION - These conditions of sale shall form part of every contract between EMEA Technology Limited ("EMEA") and the purchaser ("Buyer") for the sale and purchase of goods ("Products") supplied by EMEA unless otherwise agreed in writing with respect to a specified transaction by a duly authorised representative of EMEA. The acceptance of a quotation or the placing of an order for the sale and purchase of Products shall include acceptance by the Buyer of these conditions which supersede any negotiations, representations, documents or orders provided by the Buyer. Sale of the products is conditional upon the Buyer's acceptance of the terms set out herein. The fact that EMEA does not object to provisions contained in any communication by the Buyer shall not constitute a waiver of the provisions of these conditions of sale which shall prevail over the Buyer's conditions unless otherwise agreed by a duly authorised representative of EMEA in writing.
2. CONTRACT - A binding contract shall be created only when the Buyer has confirmed an order and EMEA accepts the said order. Notwithstanding the lack of a written order acknowledgement from EMEA, orders accepted by telephone shall be subject to these terms and conditions.
3. PRICE - The contract price shall be the price specified at the time of acceptance of the Buyer's order. In addition the Buyer shall be invoiced where applicable for packaging, transportation, customs, insurance and other similar charges. Value Added Tax, where applicable, shall be sown separately as an extra charge. EMEA reserves the right, at any time before delivery, to vary the contract price for Products if there is any imposition of government tax, rise in the cost of raw materials or labour, or if the cost of providing the Product is increased by any other factor beyond the control of EMEA. Prices are also subject to adjustment where the Buyer requests modifications to the Products ordered.
4. PAYMENT TERMS - Payment shall be made in the currency specified 30 days from the date of invoice unless otherwise in writing. Payment shall be made regardless of whether the Buyer has made an inspection of the Products delivered and without any deduction or set off. EMEA reserves the right at any time to request full or partial payment in advance or to revoke any credit previously extended if in EMEAs judgement the Buyer's financial condition does not warrant proceeding on any terms specified. Should the Buyer default in paying any sum due under a contract or be in breach of any condition in this contract EMEA has the right, in its sole discretion, to suspend further deliveries or terminate any outstanding portion of an order without prejudice to any of EMEA's rights or claims against the buyer. EMEA reserves the right to charge interest at 1% per annum above Barclays Bank Base Rate from the due date for payment until the date of actual payment, and to recover its expenses including legal fees and costs of collection.
5. DELIVERY - Delivery dates quoted represent EMEA's best estimate but are not guaranteed. EMEA shall take all reasonable steps to deliver on the date quoted but EMEA shall not be liable for any loss or costs suffered by the Buyer as a result of EMEA's failure to deliver in accordance with the contract.
6. TITLE - EMEA and Buyer agree that title in the Products shall not pass to the Buyer until EMEA has been paid in full and until such time Buyer shall retain the Product as bailee for EMEA and keep the Product secure and insured. EMEA may by notice in writing to Buyer recover Products at any time from Buyer if EMEA judges that the amount outstanding from Buyer exceeds the amount of credit emea is willing to accord to Buyer, and for that purpose emea, its employees and agent may enter upon any land or building upon which the products are situated. Subject to the Terms and Conditions of the contract the Buyer is licensed by EMEA to agree to sell the products provided that the proceeds of sale, to the extent of any and all sums owing to EMEA by the Buyer, are held in trust for EMEA and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as EMEA's monies.
7. RISK - Risks in the Products shall pass to the Buyer upon delivery to the Buyer, a carrier of the Buyer's intermediary.
8. SPECIFICATIONS - All Products are subject to the manufacturer's specifications, which may alter without prior notice to or approval from Buyer provided that such modifications do not materially affect the performance of any Product or the purpose for which it can be used.
9. DESIGNS, DRAWINGS AND TRADEMARKS - All designs, drawings and trademarks supplied by EMEA in connection with any quotation or contract shall remain the property of EMEA unless otherwise agreed in writing, EMEA does not warrant that the sale or use of the goods does not infringe any third party patent, trademark, trade name or registered design.
10. WARRANTIES - EMEA will use all reasonable endeavours to pass on to the Buyer the benefit of any guarantee or warranty which may have been given to EMEA by its Supplier or the Manufacturer or as implied in favour of EMEA but the Buyer will indemnify EMEA against all costs, claims and expenses incurred in connection with the enforcement thereof. Save as stated above, all warranties, expressed or implied, are hereby excluded and under no circumstances will EMEA be liable for any consequential or contingent loss or damage.
11. AMENDMENT OR CANCELLATION - Orders cannot be modified or cancelled without written agreement of the parties. The Buyer shall indemnify EMEA in respect of the cost of any cancellation, in whole or part, of any order.
12. RETURNS - Product cannot be returned to EMEA without prior agreement from an authorised representative of EMEA.
13. EXPORT REGULATIONS - The Buyer undertakes not to deal with the Products in violation of United Kingdom and European Community export or other applicable regulations.
14. REPRESENTATION - Buyer acknowledges that in entering the contract Buyer has not relied on any documentation, statements or representations given or made by or on behalf of EMEA other than documentation specifically identified as applying to the contract.
15. FORCE MAJEURE - EMEA shall not be under any liability for any failure to deliver, any delay, loss or damage due to any cause beyond NXG's control, including but not limited to acts of nature. Government intervention, strikes, lockouts and delays by Suppliers.
16. ASSIGNMENT - The Buyer may not assign this contract or any rights or claims hereunder without EMEA's prior written consent.
17. WAIVER-FAILURE - By EMEA to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor prevent enforcement thereof thereafter.
18. SEVERABILITY - The invalidity or enforceability of any provision of these terms and conditions shall not affect the other provisions which shall be construed in all respects as if such a valid or unenforceable provisions had been omitted.
19. NOTICES - Any notices sent to Buyer shall be deemed to be delivered if sent to Buyer's last known address.
20. LAW - The contract shall be governed, construed and enforced in accordance with the laws of England.
