Optimation Ltd Standard Conditions of Sale

1           Interpretation

In these Conditions:

‘CUSTOMER’ means the person who accepts a quotation of the Seller for the supply of the Services or for the purchase and supply of Goods.

‘GOODS’ means the Goods (including any installation of the Goods or parts for them) which the Seller is to supply in accordance with these Conditions.

‘SELLER’ means Optimation Ltd of Unit 4, Stanton Court, Quarry Hill Industrial Park, Ilkeston, DE7 4RA

‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Seller.

‘CONTRACT’ means the contract for the purchase and sale of the goods.

2          Basis of the sale

2.1        The seller shall sell and the Customer shall purchase the Goods in accordance with these terms.

2.2        No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Seller.

3          Orders and Specifications

3.1        No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2        The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order, submitted by the Customer, and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract within its terms.

3.3        The Goods shall be those set out in the Seller’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Seller).

3.2        No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in Writing of the Seller and on terms that the Customer shall indemnify the Seller in full against loss (including loss of profit), damages, charges and expenses incurred by the Seller as a result of cancellation.

4          Price of the Goods

4.1        The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.  All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time, they may be altered by the Seller without giving notice to the Customer.

4.2        Except as otherwise stated under the terms of any quotation, or in any price list of the Seller, and unless otherwise agreed in Writing between the Customer and the Seller, all prices are given by the Seller on an ex works basis.

4.3        The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Seller.

5          Terms of Payment

5.1        Subject to any special terms agreed in Writing between the Customer and the Seller, the Seller shall be entitled to invoice the Customer for the price of the Goods on delivery or collection.

5.2        The Customer shall pay the price for the Goods without deduction within 30 days of the date of the Seller’s invoice, notwithstanding that collection may not have taken place.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

5.3        If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1     cancel the contract or suspend any delivery of Goods to the Customer

5.3.2     exercise the statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5.3.3     charge the Customer an administration fee of £100 + VAT in the event that the Customer fails to make payment in full on the due date.

6          Collection/Delivery

6.1        Collection or delivery of the Goods shall be made by the Customer collecting the Goods at the Seller’s premises following notification by the Seller that the Goods are available for collection.

6.2        Any dates quoted for collection of the goods are approximate only and the Seller shall not be liable to the Customer for any delays howsoever caused.  Time for collection or delivery shall not be of the essence of the contract unless previously agreed by the Seller in Writing.

6.3               If the Seller fails to supply the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Customer’s fault, and the Seller is accordingly liable to the Customer, the Seller’s liability shall be limited to the cost to the Customer of the price of the Goods.

6.4               If the Customer fails to provide adequate delivery instructions or to collect the Goods then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.4.1     store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or