Link Instruments Terms of Supply.

1.Definitions

In these Terms of Supply all references to:-

a) the "Company" are to Link Instruments Limited;
b) the "Customer" are to the person, firm or company to whom a Quotation is issued by the Company;
c) "Goods" are to goods which are the subject of a Quotation;
d) "Services" are to services which are the subject of a Quotation;
e) "Supply" are to the supply of Goods and/or Services as the case may be;
f) "Quotation" are to a binding written proposal for Supply made by the Company in accordance with Term 2;
g) "Fees" are to the fixed fees and/or fees shown by reference to a daily/hourly rate in a Quotation (subject to any variation provided for therein or hereunder) together with any additional expenses and allowances referred to therein (subject as aforesaid) and with the addition of any sums payable as provided hereunder;

2. Quotation and Acceptance

a) Unless the Company agrees to the contrary in writing, no Quotation shall be binding on the Company unless and until accepted by the Customer within the period and in the manner required therein
b) Any accepted Quotation may not be subsequently cancelled or varied by the Customer without the written agreement of the Company.

3.Complete Agreement

These Terms (together with the Quotation in question) shall represent the complete agreement of the Company and the Customer with regard to the Supply and shall override any differing terms and/or conditions which may appear or be referred to by the Customer in any correspondence or other documentation.These Terms shall, unless the Company agrees to the contrary in writing, govern all Supplies of the Company.

4.Specifications

a) In preparing and submitting the Quotation the Company relies upon the Customer to supply all necessary relevant and accurate particulars and information.Any errors or omissions contained in such particulars and information supplied at any time resulting in any loss or damage to the Customer shall be the Customer's sole responsibility.
b) The Customer warrants that no Supply based upon such particulars and information shall infringe any copyright, patent, registered design or other intellectual property rights of any third party or contravene the provisions of any statute, statutory instrument or regulation.
c) The Customer shall indemnify the Company from and against all actions, claims, liabilities, costs and expenses incurred by the Company as a result of any such infringement or contravention or any such errors or omissions contained in such particulars and information.

5.Fees

a) In addition to any provision for variation provided for in the Quotation, the Company may by written notice given to the Customer vary the Fees if:-

i) any alteration in the Supply is made with the agreement or at the request of the Customer; or
ii) there is any suspension of or hindrance to the Supply as a result of the Customer's instructions or failure to provide such instructions, access or any particulars or information.

b) The Customer shall not be entitled to make any deduction from the Fees in respect of any alleged right of set-off or counter-claim.
c) Unless the Quotation states to the contrary, the fees shown in the Quotation are exclusive of the costs of packaging, freight, insurance, delivery charges, Value Added Tax andall applicable taxes, duties, tariffs and such charges of any nature whatsoever imposed in any country or territory, either directly or indirectly, in respect of the Supply or payment

5.Payment Terms

a) Except as otherwise provided in the Quotation, the Fees shall be due in full in pounds sterling within [30] days of the date of the Company's invoice, which may be issued at any time after the completion of the Supply or earlier if the Company is ready to make or continue the Supply but is unable to do so due to the Customer's instructions or failure to provide such instructions, access or any particulars of information.

b) Time of payment of the Fees shall be of the essence and in the event of any payment being overdue, the Company shall be entitled to charge interest on the amount remaining overdue from time to time at the rate of [3%] above the base rate of HSBC Bank Plc from the date when payment became due (whether demanded or not) until the overdue amounts are paid.The Company reserves the right to suspend the Supply and/or cancel any allowance of further credit in the event of any payments not being made when due, or if the Company in its sole discretion at any time considers the financial condition of the Customer has ceased to justify any such terms being permitted.

c) In circumstances where the Supply is substantially complete, the Customer shall not be entitled to withhold payment of the Fees or any element thereof on grounds that there are minor defects or omissions in the Supply.The Company undertakes however to make every reasonable endeavour to remedy such agreed defects and omissions within a reasonable period of time.

7.Delivery and Risk

a) Any period or date stated in the Quotation for the Supply are the Company's best estimates but are not contractual statements.Should the Company's estimates prove inaccurate it shall use its reasonable endeavours to notify the Customer of the re-scheduled periods or dates for Supply at the earliest reasonable opportunity.

b) Any such period or dates will in any event be deemed to have been extended in circumstances where the Company is ready to make, continue or complete the Supply but is unable to do so due to the Customer's instructions or failure to provide such instructions, access or any particulars or information.

c) Risk of damage to or loss of the Goods shall pass to the Customer on the delivery of the Goods to the carrier, or the Customer’s payment therefore, whichever is the earlier.

8.Passing of Property

a)No title to Goods shall pass to the Customer until the Customer has paid the Fees (including, without limitation, any costs of storage) in full to the Company and, until title has passed, the Company shall be entitled to repossess Goods (or such part thereof as the Company may determine) from any premises where they may be.For the purpose of repossessing Goods (or any part thereof), the Customer shall permit the Company, its employees and agents to enter upon such premises and the Customer shall pay to the Company the cost of removal and transport of the Goods so repossessed.

b)Nothing in this Term shall confer any right on the Customer to return any Goods, or to refuse or delay payment of the Fees, or shall effect the passing of risk as provided in Term 7.

9.Acceptance of Statutory Liability

a) The Company does not seek to exclude or restrict any legal liability it may have for death or personal injury resulting from the negligence of the Company, its employees, agents or sub-contractors.

b) The Company does not exclude or restrict any of its legal obligations arising under Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982.

10.Warranty

a) The Company warrants the Goods against defects in design, materials and workmanship, and that it will perform the Services with reasonable care and skill, this warranty applying to any such defect and/or deficiency in performance which becomes apparent within [12] months of the date of delivery and/or performance as the case may be ("the Warranty Period").

b) The Company's obligations under this Warranty are limited:-

i) in the case of Goods, to repairing or at its option supplying on an exchange basis replacements for any defective Goods or part or parts thereof and making good any defect or defects in Goods which may have developed under normal and proper use within the Warranty Period;

ii) in the case of Services, to the re-performance of the Services or part or parts thereof shown to be deficient hereunder within the Warranty Period.

c) In the event of the Customer becoming aware of a defect in the Goods and/or a deficiency in the Services during the Warranty Period, the Customer shall promptly supply the Company with written particulars of such defect and/or deficiency and use its best endeavours to provide to the Company all information and particulars required and all access and other reasonable facilities necessary to enable the Company to ascertain and verify the nature and cause of the defect and/or deficiency claimed and to carry out its Warranty obligations hereunder.

d) The above Warranty shall not apply to any defect in the Goods or deficiency in the Services where such defect or deficiency is caused in whole or in part by:-

i) any alteration or addition to the Goods other than by or with the written consent of the Company;

ii) the use or storage of the Goods in a manner reasonably considered by the Company to be improper;

iii) the use of the Goods outside of any product specification applicable to them or otherwise for purposes for which they were not designed;

iv) the faulty installation, maintenance and repair of the Goods by the Customer or any third party on its behalf;

v) any accident to or wear and tear, neglect or misuse of the Goods;

vi)any occurrence referred to in Term 13.

e) When any defective Goods are repaired or replaced or any deficient Services are re-performed these Terms shall apply to the repaired/replacement Goods and/or the re-performed Services for the unexpired balance of the Warranty Period calculated from the date of repair, replacement or re-performance as the case may be.

f) The Company may, in its sole discretion, fulfill its obligations under the above Warranty in respect of any defect in Goods and/or deficiencies in Services by reimbursing to the Customer the Fees attributable thereto.

g) All liability under the above Warranty ceases at the expiration of the Warranty Period.

11.Limitation of Liability

a) Subject as aforesaid, the Customer shall be entitled to the benefit of the aforementioned Warranty which is given in lieu of and replaces, excludes and extinguishes all and every condition, term or warranty whatsoever whether expressed or implied by statute, common law, trade usage, custom or otherwise.

b) Notwithstanding the exclusion of any warranty as to fitness for the purpose contained in these Terms, as a separate Term the Customer agrees that in circumstances where the Company relies on the skill of the Customer to judge whether the Goods and/or Services are fit for the purpose for which they are being purchased, the Company shall accept no liability whatsoever with regard to that judgement or any matter arising from that judgement and accordingly it shall be the responsibility of the Customer to determine the suitability of the Goods and of any Services for their intended purpose and their compliance with applicable laws, regulations, codes and standards and the Customer assumes all risks pertaining thereto.

c) The Company shall not be liable in respect of any loss or damage of whatsoever kind or howsoever caused, whether by reason of the negligence of the Company or otherwise, to the Customer's premises or other physical property.In the event of legal liability being established the Company shall not be liable to pay damages for the aforesaid loss or damage.

d) The Company shall in no circumstances be liable for economic or other consequential or indirect loss or damage of the Customer, whether arising from the Company's negligence or otherwise, and in the event of legal liability being established the Company shall not be liable to pay damages arising from the aforementioned loss or damage.

e) In the event of any legal liability being established against the Company in respect of the Supply, then the Customer's sole rights of redress against the Company shall be limited to a claim or claims for damages the total amount of which shall in no circumstances exceed [£] OR [the extent of cover available to the Company under any policy(ies) of insurance maintained from time to time by the Company in respect of its liabilities hereunder and subject always to any terms, exceptions, limitations and exclusions thereof].

The Company and the Customer agree that the limitations and exclusions of liability contained herein are, by reference to the Supply, reasonable and in this connection the Customer's attention is drawn particularly to Term 12.

12.Insurance

The Fees have been calculated and agreed on the basis that the Company limits its liability and the Company recommends that the Customer arranges such insurance cover as the Customer may require in relation to the Supply and matters related thereto, such as to include, without limitation, cover for:-

a) damage to premises or other physical property of any kind;

b) economic and other consequential or indirect loss or damage.

13.Force Majeure

a) The Company cannot accept any liability incurred in relation to the Supply wherever and to the extent to which the fulfillment of the Company's obligations is prevented, frustrated, impeded and/or delayed as a consequence of any occurrence whatsoever beyond its reasonable control.

b) The Company undertakes however to make every reasonable endeavour within its power to overcome any difficulties so occasioned but reserves the right to cancel, suspend or vary its obligations in these circumstances.

14.Intellectual Property

No assignment or licence of any copyright, patent, registered design or other intellectual property rights arising from or relating to the Supply, which are at any time vested in the Company, shall be implied in favour of the Customer.

15.General

a) The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations relating to the Supply without the prior written consent of the Company.

b) The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.

c) The headings of these Terms do not form part of the Terms and shall not affect the interpretation thereof.

d) If any Term herein or part thereof is held to be invalid for any reason by any Court or competent authority, it is to that extent to be deemed removed from these Terms without prejudice to the validity or other effectiveness of the remaining Terms.

e) The formation and construction of these Terms and the performance of the Supply shall be governed in all respects by English law save that the terms of the Contracts (Rights of Third Parties) Act 1999 shall not apply.

CONTACT

LINK INSTRUMENTS LTD
The Courtyard
Steepmarsh
Petersfield
Hampshire GU32 2BJ
United Kingdom

Tel +44 (0)1730 897 100
Fax +44 (0)1730 897 103

Email: sales@linkinst.com