Rhinotech Systems (“The Company”)

 

 

 

 

 

1. Preamble

 

 

Our Terms and Conditions of Sale shall exclusively apply to all contracts between The Company and our clients. Any differing conditions or terms of the buyer are herewith objected to and shall not apply. Any agreement affecting the execution of this contract must be submitted in writing.

 

 

 

 

 

2. Offer and conclusion of contract

 

 

Samples, quotations and catalogue information is to be considered non-binding material for illustration and/or test purposes only, giving only an approximation of properties and specification. The technical parameters, weight, volume or gage of the goods measured upon shipment is valid.

 

 

 

 

 

3. Price of the Goods

 

 

Prices valid at date of delivery will be applied. We reserve the right to adapt prices, for confirmed orders as well, to reflect any increase in our costs, for any reason beyond our control, like force majeure, shortage of primary material or labour, strikes, official orders, transportation or similar problems, if this increase happens after confirmation of order but before delivery of goods. Our prices are quoted ex works and do not include any kind of tax (unless expressly agreed in writing).

 

 

 

 

 

4. Terms of Delivery

 

 

All delivery dates are estimates only and not fixed dates (unless explicitly stated otherwise). We reserve the right to postpone delivery in the case of force majeure for the duration of the obstruction plus a reasonable period of recuperation. Should delivery have become impossible by an act beyond our control we reserve the right to partially or completely rescind the contract.

 

 

Terms and Conditions of Sale

 

 

 

 

 

Strikes, unforeseeable events or interruptions of operations are considered force majeure, should we have no influence over these events. Failure to comply by a supplier only gives The Company the right to rescind the contract if a replacement deal was made and failed to comply. We reserve the right to partial deliveries unless the client has no interest in them. Unless failure to comply or delay of delivery was caused by The Company, our lawful representatives or auxiliary persons under our instruction, by gross negligence or intentional acts, we will not be liable for noncompliance. Should we be liable under the terms aforementioned, liability is limited to the goods supplied by The Company only and not any loss occasioned or delay in dispatch or delivery. Unless agreed otherwise, delivery is made to the seller's premises. Goods travel at cost and danger of client unless agreed otherwise.

 

 

 

 

 

5. Terms of payment

 

 

Unless agreed otherwise, our invoices are to be paid immediately upon the dispatch of merchandise and receipt of invoice. Should the client fail to comply within 30 days, he will automatically be in default of payment. Where the Customer has a valid credit account with The Company, the payment in respect to all goods and services is due within 30 days of invoice date, or if agreed, by the end of the month following the month of invoice (‘Net Monthly Account’). Payment is considered made when it is at our disposal. Detention of payments or balancing of payments against claims of buyer against seller is not allowed, unless these claims are undisputed or legally established. The aforementioned paragraph does not apply to buyers who are neither consumers nor statutory persons as defined by the Sale of Goods Act 1979. If buyer fails to make payment by due date, without prejudice to any other right or remedy available to the seller, we are entitled to charge the buyer interest on the unpaid amount on a day by day basis at the rate of (8%) above the reference rate published by the Bank of England for the applicable period. Such interest will be charged from the due date of the payment until the date payment is received by The Company. Should there be reasons to doubt the solvency or credit standing of the client, we reserve the right to demand securities or prepayment for any outstanding delivery or declare immediate maturity of all outstanding claims.

 

 

 

 

 

6. Retention of Title

 

 

Notwithstanding delivery or passage of risk in the merchandise, property of merchandise shall not pass to the buyer until full payment of all our claims against the buyer, regardless of their grounds, was fulfilled. If merchandise is processed or mixed by buyer with goods that we have no property in, we shall become co-owner of these goods, which shall be stored for The Company by the buyer. Processing or transformation of the goods is done in our name as a supplier, but without obligation to The Company. Should we lose ownership due to processing or fusion, we will become partial co-owner (value of invoice) of the new product. The client will store the co-owned goods free of charge. These goods are called reserved goods in the following. Buyer has the right to process or sell these goods in the regular course of business, as long as payment obligations are fulfilled. Pledging or cession by security of these goods is not allowed. For safeguarding, receivables based either on the sale of these goods or on any other ground (insurance, torts) are considered fully assigned to The Company. These assigned receivables are released under the condition that their achievable value exceeds the value of our secured receivables by more than 10%. The Customer authorises The Company to collect them at his costs, a right that we are obliged not to exercise unless buyer fails to meet his payment obligations towards The Company or, particularly, institutes bankruptcy proceedings. In the case of bankruptcy or suspension of payment, we have the right to demand that buyer declares the assigned receivables, gives all information and documentation necessary for The Company to collect our claims and informs garnishee of the assignment. Should third parties try to claim these goods, the Customer is obliged to inform them of our property and immediately inform The Company of intent. The Customer will be held responsible for costs and damages. This paragraph does not apply to buyers who are neither consumers nor statutory persons as defined by the Sale of Goods Act 1979.

 

 

 

 

 

7. Warranty

 

 

The Customer, being a consumer by definition of the Sale of Goods Act 1979, shall examine the merchandise as required by law, checking the goods in every aspect, and determine if merchandise is suitable for the intended purposes, if necessary, by running appropriate tests. Claims will only be accepted if we are informed immediately upon detection of any fault. In the case of consumable goods, claims must be made within 3 months of delivery of Goods. If buyer is either a consumer or statutory person as defined by the Sale of Goods Act 1979, they are also required to examine the merchandise and run appropriate tests, if necessary. Claims will only be accepted if we are informed no later than 2 weeks after receipt of merchandise, or within 3 months in the case of consumable goods. If any valid claim of faulty merchandise is made, the Company are obliged to either replace the merchandise free of charge or repair it, the choice being at our sole discretion. Buyer may choose reduction of price or cancellation of contract, should our efforts fail. In case of lack of a warranted property of the merchandise, we shall be liable for damages on the grounds of noncompliance as stated in Sale of Goods Act 1979. We will not be liable for any consequential damages caused by any defect or fault in the merchandise, since the object of the warranty is compliance of the delivered merchandise with the contract. The warranty does not cover damages to the goods that were caused by improper handling or storage after the passage of risk or where caused by external factors that were not foreseen in the contract. We will be liable according to UK law if damages occur due to gross negligence or deliberate acts by The Company, our lawful representatives or auxiliary persons. If the violation of contract was not caused by an intentional act, liability will be limited to foreseeable and typical damages. Furthermore, the Company will be liable according to UK law should we deliberately violate any essential duty under the contract. Any further liability is excluded, expressively for any kind of damages that occur on anything or in any way other than on the delivered merchandise itself. Binding provisions of UK Product Liability Law remain unaffected. Our contracts are governed exclusively by UK Warranty and Product Liability laws. The application of any law other than the Sale of Goods Act 1979 is expressively excluded. The warranties and remedies set forth above are exclusive. There are no representations or warranties of any kind, express or implied, as to merchant ability, fitness for particular purpose or any other matter with respect to any of the goods supplied.

 

 

 

 

 

8. Technical Advises

 

 

Our technical advises are given according to our best knowledge and experience. Buyer is obliged to apply due diligence in verifying applicability of our advice to his special conditions of production or application. Concerning our technical advises, which are given free of charge, we will only be liable for damages caused by gross negligence or deliberate acts from our part or by our lawful representatives or auxiliary persons. Unless intentional violation of contract has been proven, we will only be liable for damages that occur foreseeable and typically.

 

 

 

 

 

9. Liability clause

 

 

Liability for damages is strictly limited to the provisions made herein in paragraphs 5,6 and 7, regardless of their nature, particularly with regard to damage claims arising from fault at closure of contract, default at performance of contract or torts according to the Sale of Goods Act 1979. Any liability incurred by the Company for any direct, indirect or consequential los, injury or damage to persons or property resulting from any negligence, delay, defect or failure of the goods or from any cause whatsoever shall be limited to the sum equal to the charges for the goods or that part so affected. Claims for damages due to impossibility or incapability remain unaffected. Exclusion or limitation of from our side also includes exclusion or limitation of liability of our employees, representatives and auxiliary persons.

In no event shall the Company be individually liable to the Buyer for any damages (including breach of fiduciary duty) caused by its actions or that of third-parties, unless the Company’s act or failure to act involves intentional misconduct, fraud, or a knowing violation of the law.

 

 

 

 

 

10. Miscellaneous Clauses

 

 

Place of execution and place of venue is Cambridge, UK. We reserve the right to sue at buyer's place of business. These Terms and Conditions of Sale, as well as all our business relations with our clients, are governed exclusively by the Sale of Goods Act 1979. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressively excluded Please note that some of our goods might require exportation license under UK law or might be subject to export restrictions of the USA, Europe or under the Non-proliferation treaty. These provisions are to be observed by the buyer in case of sale or exportation of the goods.

 

 

 

 

 

 

 

 

11. Salomonic Clause

 

 

Should one of the clauses above or part of one of the clauses above be legally invalid, validity of the other clauses of these Terms and Conditions remains unaffected.