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General Conditions of Sale

PAR Group Ltd

06/2007
Branches covered by these General Conditions of Sale are:

STANDARD TERMS & CONDITIONS OF SALE.

The following are the Terms and Conditions under which (the Vendor) may agree to sell and supply Goods & Services to any person or organisation, (the Purchaser.)

All quotations are made and all orders and instructions to proceed are accepted in accordance with the following Terms and Conditions unless otherwise agreed in writing between the Vendor and the Purchaser.

1. GENERAL

(a) All orders are accepted and Goods and/or Services supplied subject to the following terms and conditions.

(b) These Terms & Conditions shall supercede any previous communications, representations or agreements by either or the Purchaser including any terms and conditions on the Purchasers purchase order.

(c) No variance to these Terms and Conditions shall be binding upon the Vendor unless agreed in writing and signed by authorised representatives of both the Vendor and the Purchaser.

2. PRODUCTS

(a) The Vendor undertakes that any goods supplied to the Purchaser shall be:

i) of merchantable quality where required to be so

ii) if sold by sample, then conform with that sample

iii) if the purpose for which they are required is indicated in writing by the Purchaser prior to the Vendor’s acceptance of order or instruction to proceed, and then be reasonably fit for that purpose and shall only attribute to the goods/ service being stipulated as a requirement of the purchase.

v) Our manufacturing tolerances are ±5mm or ±5% on all dimensions (whichever is the greater), except for the thickness which is ±5% overall or ±1mm (whichever is the greater).  Variances to these tolerances must be agreed in writing before any verbal or written order is placed.

3. PRICES

(a) All quotations, proposals and price lists are correct at the time of printing and all goods and services will be purchased at the price agreed by both parties. Any fluctuations from the agreed terms following receipt of the purchase order will be communicated to the customer and any consequent action mutually agreed.

(b) Prices and quotations given for hardware and software products are for supply only unless specifically mentioned otherwise in writing by the Vendor.
The following additional services may be offered to the Purchaser (prices available on request):

i) Maintenance & Technical Support
ii) Installation Services

4. MAINTENANCE, SUPPORT & INSTALLATION

(a) Save as set out above, the Vendor shall not be held responsible for the installation and/or operation of any product supplied to the Purchaser.

5. PRODUCT WARRANTIES

In the case of defects or faulty workmanship in products or parts thereof supplied but not manufactured by the Vendor, the Purchaser shall not be entitled to receive any greater benefit hereunder than shall be received by the Vendor under any guarantee or warranty given to the Vendor by the manufacturers or suppliers thereof. Under warranty the Company will, as its option, either repair or give a replacement of equivalent quality or issue a credit to the Purchaser for any goods found to be defective because of faulty maintenance by the Vendor or poor workmanship provided that:

(a) the Vendor is notified in writing within; 2 days regarding Damage or Non-conformance & 10 days regarding Shortage or Non delivery of the Purchaser accepting delivery of the goods/ service.

(b) the goods have been used in an appropriate manner and/or as prescribed in the operating instructions (if any);

(c) examination by the Vendor of such goods discloses to its satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handling, or by repair or alteration not effected by the Vendor;

(d) the goods have not been modified and/or repaired otherwise than by the Vendor or otherwise interfered with and;

(e) the Purchaser shall pay to the Vendor the cost (as certified by the Vendor of any examination of such goods as a result of which the Vendor denies liability.

6. RETURN OF GOODS

The goods will not be accepted by the Vendor until a Returns Number is obtained.  All goods must be returned in their original packaging with the Returns Number clearly displayed on the outside of the box.  The goods returned must be in good condition and together with all parts and instruction manuals pertaining to the goods which are being returned.

Materials which have been cut, manipulated or altered in any way prior to despatch, eg from sheet or coil, can not be returned if they have been supplied as per the specified quotation or order.

7. INCOTERMS

Where the delivery destination of Goods crosses national boundaries the latest edition of Incoterms shall apply to all purchases. Where there is any conflict between the purchase order or these Conditions of Purchase and Incoterms, the purchase order and these Conditions of Purchase shall prevail.

8. TITLE & RISK

(a) All goods shall remain the property of the Vendor until payment is received in full, notwithstanding that the delivery date shall have passed or actual delivery shall have taken place.

(b) All risk relating to the goods shall pass upon delivery of the goods to the Purchaser, his representative or to any destination nominated by the Purchaser.

(c) Vendor's goods are to be kept separate from other goods and clearly marked as belonging to the Vendor.

(d) The Vendor has the right to enter premises to check that goods are being stored correctly and, if neccessary, recover the goods.

(e) The Vendor reserves the right to terminate the purchaser's rights to possession of the goods before full payment of all monies owing made for any reason, not only insolvency. All monies refers to any and all goods supplied, not only to goods relating to a specific invoice.

(f) Title to any goods supplied shall not pass to the Purchaser until all monies due from the Purchaser have been paid.

9. CANCELLATION

(a) the Vendor reserves the right at any time to refuse to accept orders and cancel any incomplete orders or to suspend any delivery, due to circumstances beyond its control. The Vendor shall not be liable for any consequential losses howsoever arising.

(b) Unless otherwise agreed in writing by an authorised representative of the Vendor, any orders cancelled by the Purchaser will be subject to payment by the Purchaser in full for all work undertaken or committed by the Vendor, and/or goods and services provided or committed by the Vendor prior to the said cancellation being communicated in writing to the Vendor.

10. CONSEQUENTIAL LOSS AND DAMAGE

Save as herein expressly provided, the Vendor shall not be liable for any loss or damage of whatsoever nature or to whosoever caused arising out of the use of Goods supplied by it. The Purchaser shall indemnify the Vendor against all claims made against the Vendor by any third party in respect thereof.

11. PAYMENT

a) Provided that the Purchaser has been granted credit facilities by the Vendor, settlement terms are Net 30 days from the date of the Invoice. In the absence of credit facilities having been granted by the Vendor, payment shall be in advance.

b) the Vendor reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.

c) where payment is not made in accordance with the terms of paragraph (a) of this clause, the Purchaser shall be liable to pay interest on any unpaid amounts calculated at 3% above NatWest Bank Plc’s base rate for the time being in force calculated on a daily basis.

12. CUSTOMER DEFAULT

If the circumstances or status of the Purchaser changes, for whatsoever reason

(e.g. bankruptcy or receivership, change of name, litigation by the Vendor, or other parties etc,) the Vendor reserves the right without prejudice, to cancel or suspend trading with the Purchaser including orders in progress and to demand immediate settlement in full of all outstanding invoices.

13. FORCE MAJEURE

The Vendor shall not be liable for the cancellation by it of any order or any unfulfilled part thereof if performance by the Vendor is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Vendor whether such cause existed or was foreseeable at the date of acceptance of the Purchasers’ order by the Vendor or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay the Vendor if the Vendor is thereby prevented, hindered or delayed from fulfilling other commitments to the Purchaser or to third parties.

14. TOOLING

(a) Tooling commissioned with us remains our property at all times regardless of whether customer has contributed to the manufacturing cost of the tool.

15. CORRUPT GIFTS

In connection with this or any other contract between the Vendor and the Purchaser, the Purchaser shall not give, provide, or offer to our staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition, we shall, without prejudice to any other rights we may possess, be at liberty forthwith to terminate this and any other contract and to recover from you any loss or damage resulting from such termination.

16. LAW

The Contract shall be subject to English Law and the jurisdiction of the English High Court.