CompWell

Legal

TERMS AND CONDITIONS OF SALE

CompWell Limited

General provisions.
1. CompWell Limited, (hereinafter referred to as "COMPWELL") submits all quotations and price lists, and accepts all orders subject to the following conditions of contract, which shall apply to all contracts for goods supplied or work done by COMPWELL, its servants, agents or sub-contractors to the exclusion of all other representations, conditions and warranties statutory or otherwise expressed or implied. No variation to these conditions shall be binding unless agreed in writing in advance of order acceptance between the authorised representatives of CUSTOMER and COMPWELL.
2. COMPWELL's servants, agents or sub-contractors have no authority to make any representations concerning the goods unless confirmed by COMPWELL in writing. In entering into a contract, CUSTOMER acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which have not been confirmed in writing by COMPWELL. COMPWELL shall not be liable for any unconfirmed advice or recommendation.
Back to the Top

Quotations and Orders.
1. COMPWELL's quotations are an offer to treat and do not in themselves constitute a contract in any forms whatsoever. COMPWELL reserves the right to amend quotations prior to any contract being made. Any typographical, clerical or other error in any sales literature, quotation, price list, acceptance of offer, invoice, other document or information issued by COMPWELL shall be subject to correction without any liability on the part of COMPWELL.
2. COMPWELL quotes, supplies and warrants all goods strictly in accordance with the manufacturer's published data specifications and warranty. The manufacturer reserves the right to make changes in the specifications of the goods necessary to conform with any applicable statutory EC requirements or, where the goods are to be supplied to the manufacturer's specifications, which do not materially affect their quality or performance.
3. Each order received and accepted by COMPWELL shall be deemed to form a separate contract to which these conditions of sale shall apply, and any waiver or act of non-enforcement or variation of any term or part thereof on the part of COMPWELL shall not bind or prejudice COMPWELL in relation to the application of these conditions to any other order, instalment or delivery whenever arising. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by COMPWELL to delivery one or more of the instalments in accordance with these conditions, or any claim by CUSTOMER in respect of one or more instalments, shall not entitle CUSTOMER to treat the whole contract as being repudiated.
4. In the event of an order being cancelled or delivery delayed by CUSTOMER, CUSTOMER shall be liable to indemnify COMPWELL against all losses (including loss of profit) costs and other expenses and damages (whether direct or consequential) occasioned by such cancellation or amendment to delivery date.
Back to the Top

Price and Payment.
1. The price of goods and/or services shall be COMPWELL?s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in COMPWELL?s published price list current at the date of the CUSTOMER?s order and in any case shown on the invoice.
2. COMPWELL reserves the right to increase without notice, quoted prices after the date of COMPWELL's acceptance of an order to cover;
  - Increases by suppliers to COMPWELL
  - Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders, due to CUSTOMER's instructions or lack of instructions
  - Currency exchange fluctuations, which increase the cost to COMPWELL of materials or goods, imported into the United Kingdom.
3. All prices quoted for the sale of goods exclude COMPWELL?s charges for transport and insurance.
4. All prices quoted are exclusive of all sales taxes including Value Added Tax.
5. Payment shall be made in full on or before supply of goods or services or, if agreed by COMPWELL in writing at the time of order, within fifteen (15) days of the date of invoice.
6. COMPWELL reserves the right to charge CUSTOMER interest for the term in which any dept is overdue at Barclays Bank plc Base Rate plus two percent.
7. COMPWELL reserves the right to cease or suspend the supply of goods to CUSTOMER in its absolute discretion when CUSTOMER's account is overdue or COMPWELL has doubts, howsoever arising, about the continued creditworthiness of CUSTOMER.
Back to the Top

Delivery.
1. All delivery dates quoted by COMPWELL are in good faith and time shall not be deemed to be of the essence. COMPWELL shall not be liable for any loss or damage (whether direct or inconsequential) whatsoever arising from late delivery of goods or materials and CUSTOMER shall not be entitled to treat the contract as repudiated by reason of any such late delivery.
2. Ownership in the goods shall remain with COMPWELL until such time as CUSTOMER has paid in full all that it owes to COMPWELL including the full cost outstanding of any other goods the subject of any other contract, delivery or instalment. Until that time CUSTOMER shall keep the goods as bailee for COMPWELL in a fiduciary capacity and keep the goods separate from those of CUSTOMER and third parties, correctly stored, protected and insured, and identified as COMPWELL's property. Until such time as the ownership of the goods passes to CUSTOMER (and provided that the goods are still in existence and have not been resold), COMPWELL shall be entitled at any time to require CUSTOMER to deliver up the goods to COMPWELL, and, if CUSTOMER fails to do so forthwith, to enter any premises of CUSTOMER or any third party where the goods are stored and repossess them.
3. If CUSTOMER fails to take delivery of the goods or give COMPWELL adequate delivery instructions at the time stated for delivery (otherwise than for reasons beyond CUSTOMER's reasonable control or a fault on the part of COMPWELL) then without prejudice to any other right or remedy available to COMPWELL, COMPWELL may:
  - Store the goods until actual delivery and charge CUSTOMER for reasonable costs (including insurance) of storage, or;
  - Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to CUSTOMER for the excess over the price under the contract or charge CUSTOMER for any shortfall below the contracted price.
4. All risk in the goods shall pass to CUSTOMER when:
  - In the case of goods to be delivered at COMPWELL's premises, when COMPWELL notifies CUSTOMER that the goods are available for collection, or
  - In the case of goods to be delivered otherwise than at COMPWELL's premises, when the goods arrive at CUSTOMER's works or, if CUSTOMER fails to accept delivery, when COMPWELL has tendered delivery of the goods.
5. No liability will be accepted by COMPWELL in respect of damage to the goods unless a separate notice in writing is given to the carriers concerned and to COMPWELL, giving full details within three days of delivery.
6. No liability will be accepted by COMPWELL in respect of shortage or the supply of incorrect goods unless a separate notice in writing is given to the carriers concerned and to COMPWELL giving full details within twenty one days of date of invoice or delivery which ever is the sooner.
7. COMPWELL shall have no liability in respect of damage or shortages caused by the acts or omissions of CUSTOMER or of others or by causes beyond COMPWELL's control
8. All good supplied inclusive of import duty unless agreed in writing by COMPWELL in advance of order placement. Evidence of duty paid cannot be supplied unless agreed in writing by COMPWELL in advance of order placement
Back to the Top

Limited Warranty.
1. COMPWELL's liability in respect of goods supplied shall be only to CUSTOMER and shall be strictly limited to free replacement of goods notified as above and accepted by COMPWELL as damaged or incorrect or proven to be faulty under the terms of warranty, and returned carriage paid to COMPWELL's works provided always that CUSTOMER shall not be entitled to receive from COMPWELL any greater benefit under the provisions of this clause than shall be recovered by COMPWELL under any guarantee or warranty given to COMPWELL by the manufacturers or suppliers of the goods.
2. COMPWELL will not accept the return of any goods without prior agreement in writing and the issue of Return Material Authorisation (RMA).
Back to the Top

Intellectual Property Warranties.
1. Any design or express or implied instructions directly or indirectly communicated by CUSTOMER to COMPWELL, its servants, agents or sub-contractors shall not be such as to cause or require COMPWELL to infringe any letters patent, copyright, registered design or trade mark to the performance of this contract.
2. CUSTOMER shall indemnify and keep indemnified COMPWELL, its directors, officers, servants, agents or sub-contractors against all claims, demands and costs howsoever arising in respect of any infringement or alleged infringement of letters patent, copyright, registered design or trade mark and arising directly or indirectly from the use or compliance with any design or express or implied instructions communicated by CUSTOMER to COMPWELL for the purpose of and in connection with any contract.
Back to the Top

Export Controls.
CUSTOMER shall not sell or ship any of the goods directly to any person or destination where such sale or shipment would be prohibited by the laws or regulations of the United Kingdom or the United States of America and, at its own expense, secure such licenses, import and export documents as are necessary to buy or sell the goods.

Back to the Top

Licensed Use.
1. Unless expressly confirmed otherwise in writing, products supplied by COMPWELL are not designed and therefore are not suitable for use in devices or systems for surgical implant into the body, or other applications intended to support or sustain life, for use in flight control or engine control equipment within an aircraft, or for any other applications in which the failure of the product could create a situation in which personal injury or death may occur, and customer shall have no rights hereunder for any such applications.
2. COMPWELL must be notified in writing of any such intended use where upon it will endeavour to obtain necessary confirmation or otherwise of suitability from the relevant manufacturer(s). Products supplied as components are for use in approved systems only. Products supplied as complete systems will carry approval marks where the manufacturer concerned for the products has obtained such approval.
Back to the Top

Force Majeure.
Subject to the giving of notice of Force Majeure, COMPWELL shall not be liable for any failure to carry out its obligations in respect of any contract. Force Majeure shall be taken to mean any circumstances beyond the reasonable control of COMPWELL including but not restricted to, Government intervention, war, insurrection or riots, an Act of God, fire, flood, natural disaster, explosions or earthquakes, strikes, labour disputes, fraud and theft

Back to the Top

Governing Law and Arbitration.
1. If any provision of these conditions is held by the competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
2. All contracts shall be governed by English Law and any disputes arising out of any contract made by COMPWELL and CUSTOMER shall be heard and determined by an English Court of competent jurisdiction or, at the option of COMPWELL, shall be submitted to arbitration in London in accordance with, and subject to, the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment for the time being in force.

CompWell

Links

Legal