Terms and Conditions

Terms and Conditions

1. Definitions and general

These Standard Terms and Conditions of Sale shall apply to and form part of every Contract of Sale entered into by the Seller. All Orders are accepted and executed on the understanding that the Purchaser is bound by these standard Terms and Conditions of Sale, which shall govern the Contract to the exclusion of any other Terms and Conditions subject to which any such order is accepted or purported to be accepted or made by the Purchaser. No Contract of Sale shall come into being unless and until the Purchaser has accepted these Standard Terms and Conditions of Sale either expressly or by implication.

(a)

The ‘Seller’ means Rapid Vision Systems Ltd.

(b)

The ‘Purchaser’ means the person, firm or body corporate, which buys or has agreed to buy the goods or services.

(c)

The ’Contract’ means the agreement between the Seller and the Purchaser, which incorporates these conditions.

(d)

The ’Goods’ means any item of whatsoever nature, which is to be sold or supplied under the Contract.

(e)

The ‘Services’ means all work to be furnished by the Seller under the Contract.

2. Limits of contract

The Contract includes only such Goods and Services as are specified in the Sellers Quotation or Acknowledgement accompanying these Standard terms and Conditions of Sale.

3. Pricing and specification

3.1 Any Quotation, or other document containing pricing information, shall be considered an Offer to Treat, and no contract between the Seller and the Purchaser shall be deemed to have been formed until the Purchaser has made an Offer to Buy, either verbally or in writing, and the Seller has accepted such offer. In the event of an error being made in any pricing documentation, the Purchaser will be given the opportunity to accept a revised and corrected version or to cancel the order.

3.2 All goods supplied by the Seller shall be in accordance with the specification or description (if any) expressly listed or set out on the face of the order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional sales literature shall form part of or be incorporated by reference into the order.

3.3 All prices shown on the Sellers documentation shall exclude Value Added Tax unless specifically mentioned to the contrary.

4. Acceptance

4.1 The purchaser shall be deemed to have accepted all goods upon their delivery to the address specified in the order.

4.2 Any complaints by the purchaser regarding a product supplied must be confirmed in writing no later than fourteen days after the delivery of the goods, save for complaints relating to damage in transit which must be notified in writing within twenty-four hours of delivery and so far as is practicable its nature and extent.

4.3 Any dispute as to non-delivery of the goods will only be accepted if there is no proof of delivery of the goods.

5. Delivery and risk

5.1 Unless otherwise stated in the order, the price quoted includes delivery to the address specified in the order.

5.2 Any time or date for delivery given by the Seller is given in good faith, but is an estimate only.

5.3 Risk in the goods shall pass to the purchaser upon delivery.

6. Title and payment

6.1 The Seller warrants that (except in relation to intellectual property rights of third parties as referred to condition 6.3) the Seller has good titles to the goods which it shall pass to the purchaser pursuant to condition 6.5.

6.2 The Seller warrants that it is not aware of any actual or alleged infringement of any intellectual property rights of third parties which relate to the goods other than those (if any) disclosed to the purchaser.

6.3 The Seller shall have no liability to the purchaser in the event that the goods supplied infringe any intellectual property rights, or any other rights, of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods); the Seller gives no warranty that the goods to be supplied under the order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any) whether express or implied, by statue, at common law or otherwise howsoever, are hereby excluded.

6.4 Payment of the price of the goods comprised in each consignment delivered pursuant to an order shall become due 30 days from the date of delivery unless otherwise agreed by the Seller.

6.4.1 Where the payment is not received in the time stipulated the Seller has the right to charge interest on the outstanding sum at a rate of 5% above the base rate until the invoice is paid in full.

6.5 Title to the goods comprised in each consignment shall not pass to the purchaser until the respective invoice has been paid. Until that time the purchaser will hold the goods as a bailee, store them in such a way as they can be identified as the property of the Seller and keep them separate from the purchasers own property and the property of any other party.

6.5.1 Although the goods remain the property of the Seller, they shall be at the purchaser’s risk from the time of delivery and the purchaser shall insure them against loss or damage accordingly and shall hold the proceeds of such insurance on trust for the Seller in the event of a claim.

6.5.2 The purchaser’s right to possession of the goods shall cease if:

6.5.2.1 The purchaser has not paid for the goods in full by the expiry of the period specified above for payment; or

6.5.2.2 The purchaser is declared bankrupt or insolvent or makes any proposal to his creditor’s for a composition or other voluntary arrangement: or

6.5.2.3 A receiver, liquidator or administrator is appointed in respect of the purchaser’s business.

6.6 On cessation of the purchaser’s right to possession of the goods in accordance with this condition the purchaser shall at his own expense make the goods available to the Seller and allow the Seller to repossess them.

6.7 The purchaser hereby grants the Seller, its servants, employees and agents an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.

6.8 Notwithstanding any condition specified above, the Seller shall be entitled to sue for their invoice price once payment has become due.

6.9 Where goods are supplied on a ‘sale or return’ basis, the goods are to be retained by the purchaser for a period of up to fourteen days for inspection and consideration. If the goods are not returned to the Seller within fourteen days of delivery in full working order then the purchaser is deemed to have accepted the goods and an invoice will be raised. Where goods are returned in working order after the fourteen day period, the purchaser will be liable to pay 10% of the invoice price for each day the goods are retained, until the full invoice amount is incurred.

7. Force majeure

7.1 The Seller shall not be under any liability for any failure to perform any of its obligations under the order due to force majeure. Following notification of such cause, the Seller will be allowed a reasonable period extension of time for the performance of its obligations.

7.2 For the purposes of this condition, force majeure means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage or official strike or similar labour dispute or events or circumstances outside the reasonable control of the party thereby affected.

8. Guarantee

8.1 Goods which are manufactured by the Seller or which bear their trademark are subject to the following guarantee:

8.1.1 The Seller shall free of charge either repair or, at its option, replace defective goods where the defect appears under proper use within twelve months of the date of delivery, provided that:

8.1.1.1 Notice in writing is given to the Seller of the defects complained of upon there appearance: and

8.1.1.2 Such defects shall be found to have arisen from the sellers faulty design, workmanship or materials: and

8.1.1.3 The defective goods shall be returned to the Seller at the purchasers expense

8.1.2 Any repaired or replaced goods shall be redelivered to the purchaser free of charge to the original point of delivery but otherwise in accordance with these conditions save that in respect of repaired goods the period referred to in condition 8.1.1 refers to the unexpired portion of that period only.

8.1.3 Alternatively to condition 8.1.1 the Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price have already been paid by the purchaser or if the invoice has not been paid, to relieve the purchaser of the obligation to pay by the issue of a credit note in favour of the purchaser in the amount of the invoice.

8.2 In respect of all goods manufactured and supplied by the Seller by third parties, the Seller will pass on to the Purchaser in so far as it is possible the benefit of any warranty given by such third parties and will on request supply to the purchaser details of the terms and conditions of such warranties and copies of any relevant information issued by the third party which the purchaser will be solely responsible for complying with.

8.3 The Sellers liability under this condition shall be to the exclusion of all other liability to the purchaser whether contractual, tortuous or otherwise for defects in the goods or for any loss or damage to or caused by the goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether expressed or implied, by statute, at common law or otherwise howsoever, are hereby excluded, in particular, but without limitation of the foregoing the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the goods whether express or implied, by statute, at common law or otherwise howsoever.

9. Confidentiality

Both the Seller and the Purchaser shall keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the order.

10. Limitation of liability

10.1 The Sellers liability to the purchaser in respect of the order in contract, tort (including negligence and breach of statutory duty), or otherwise arising shall be limited to the invoice price of the goods supplied under that consignment.

10.2 Under no circumstances shall the Seller be liable in contract, tort (including negligence and breach of statutory duty) or otherwise arising and whatever the cause thereof:

10.2.1 For any loss of profit, business, contracts, revenues or anticipated savings, or

10.2.2 For any special indirect or consequential damage of any nature whatsoever.

10.3 Nothing in these conditions shall operate or be construed to operate as to exclude or restrict the liability of the Seller for breach of the express warranties contained above, or for the breach of the applicable warranties as to title and quiet possession implied into the terms by the Sale of Goods act 1979 or as amended or repealed or the liability for the death or personal injury caused by reason of the negligence of the Seller or its servants, employees or agents as stated under the Unfair Contract terms Act 1977 so far as it applies.

11. Applicable law

The order shall be considered to be a contract made in England and subject to English law.