positivID Identity Systems Ltd. General Terms and Conditions of Sale
1 Definitions
In these conditions, unless the context requires otherwise:
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered;
1.4 ‘Goods’ means the articles and services which the Buyer agrees to buy from the Seller;
1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.6 ‘Seller’ means positivID Identity Systems Ltd., of Clanfield, Hampshire, UK.
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 This contract is subject to the law of England and Wales.
3 Ordering, Price and payment
3.1 In the event of the receipt by the Seller of an order from the customer, execution of the order is contingent upon availability of goods and the absence of circumstances beyond the Seller's control hindering or preventing such execution and in any event will not be binding on the Seller unless accepted in writing.
3.2 No order can be cancelled without the Seller’s agreement in writing
3.3 The Price shall be the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.4 Payment of the Price and VAT shall be due within 30 days of the date of the invoice or as stated on the Seller’s invoice, whichever is earlier.
3.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Lloyds TSB Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.6 No dispute between the parties hereto as to delivery, quality, contents or otherwise shall excuse payment of any invoice.
The quantity and description of the Goods and Services shall be as set out in the Seller’s quotation or published price list.
5 Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Warranties offered by the manufacturers of the products sold will be supported according to the terms and conditions of those warranties. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6 Delivery of the Goods
Any times quoted for despatch are estimates only and the company shall not be liable for failure to despatch, repair or replace within such time. Where reasonably possible, Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date or agreed alternative. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods unless the Seller is notified in writing within 5 days of the reasons for rejection.
After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Notification must be received in writing by the Seller within seven days of the date of invoice if the goods are not received.
In no circumstances may goods Shipped against an order be returned without the written consent of the Seller. Where return of goods has been agreed a 15% handling charge or minimum of £50 may be incurred at the Seller’s discretion.
81. Title shall remain with the Seller until full payment has been received for all the goods comprised in all orders or until prior resale in which case the Seller's ownership and entitlement shall attach to the proceeds of such resale.
8.2 Risk shall pass on delivery of the Goods.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.