STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

1. INTERPRETATION/DEFINITIONS
1.1 "Buyer" means the person named in the [acknowledgement of order overleaf] who is buying the goods from the Seller upon those Conditions.
1.2 "Seller" means 802AUTOMATION LIMITED, company number 5663342.
1.3 "Conditions" means these terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the parties.
1.4 "Contract" means the Contract for the purchase and sale of the Goods made between the Buyer and the Seller.
1.5 "Delivery Date" means the date specified by the Seller when the Goods are to be delivered.
1.6 "Goods" means the articles which the Buyer agrees to buy from the Seller and where appropriate services supplied in connection therewith by the Seller to the Buyer.
1.7 "Price" means the price for the Goods excluding carriage, packing, insurance and VAT.
1.8 "the Act" means the Sale of Goods Act 1979 as amended.
1.9 Clause headings are used herein for the purposes of reference only and shall not affect the construction thereof.
2 SALE AND PURCHASE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted in writing by the Seller, subject in either case to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations made by the Seller unless incorporated into the Contract in writing.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description and any specification of the Goods shall be those set out in the Seller's quotation or acknowledgement of order but the Seller shall not be liable for any deviation from the quotation or acknowledgement unless such deviation substantially deprives the Buyer of the entire benefit of the Contract.
3.4 All descriptions (including quantities and qualities) applied to the Goods by the Seller are merely a guide to the Buyer and the application of such description to the Goods shall not constitute a sale by description and shall not be or be deemed to be a representation by the Seller as to the quality of the Goods or their fitness for any particular purpose or other purpose and section 13 of the Act shall not apply.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with any specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results in the Seller's use of the Buyer's specification.
3.6 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except for the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss including loss of profit, costs including the costs of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation.
3.8 Unless expressly agreed the Seller shall make only such tests or inspection of the Goods in the terms notified to the Buyer or deemed by the Seller to be applicable and suitable in the circumstances and the Buyer shall be deemed to accept the results when not in attendance personally.
4 PRICE OF THE GOODS
4.1 The price shall be the Seller's quoted price or the price set out overleaf. The price is exclusive of VAT which will be due at the rate due at the date of the Seller's invoice.
4.2 Payment of the price and VAT shall be due within 7 days of the date of the invoice. Time for payment shall be of the essence of the Contract.
4.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate applicable to judgement debts in the High Court from time to time in force and shall accrue at such a rate after as well as before any judgement.
4.4 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities of specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.5 Accept as otherwise stated under the terms of any quotation or any price list of the Seller, and unless otherwise agreed in writing between the Buyer and Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.6 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided that they are returned undamaged to the Seller before the due payment date.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 Provided no previous invoice is overdue, the Buyer shall be entitled to a prompt payment discount of 0% of the price of the Goods (excluding any charge for transport, packaging or insurance) for payment within 14 days of the date of the Seller's invoice.
5.3 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller's invoice, notwithstanding that delivery may not have taken place and the property and the Goods has not passed to the Buyer. [The time of payment of the price shall be of the essence of the Contract]. Receipts for payment will be issued only upon request.
5.4 If the Buyer 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:
5.4.1 cancel the Contract and suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer for such of the Goods (or goods or services supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the buyer interest (both before and after any judgement) on the amount unpaid in accordance with clause n.
6 DELIVERY
6.1 Delivery of the Goods shall be made by the Seller at the Buyer's premises or at such other address in [the UK] notified by the Buyer in writing.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted Delivery Date on giving reasonable notice to the Buyer.
6.3 Without prejudice to any other right or remedy the Seller has if the Buyer is in breach of any of the terms of this Contract the Seller may without notice and at its sole discretion determine any contract with the Buyer so far as any goods remain to be delivered or may suspend performance of its obligations until the Buyer's default is made good.
6.4 Where delivery of the Goods is to be made by the Seller in bulk, the Seller deserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity or without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.6 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods promptly.
6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
6.8 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.9 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for Delivery (otherwise than by reason of the Seller's fault) then, without prejudice to any right or remedy available to the Seller, the Seller may:
6.9.1 store the Goods until actual delivery and charge the Buyer the reasonable costs (including insurance) of storage; or
6.9.2 sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract in addition to the reasonable costs (including insurance) of storage.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery; or
7.1.3 if the buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery or the passing of risk in the Goods, or any other provision of these conditions, title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds all sums due whether by virtue of this Contract or otherwise from the Buyer to the Seller.
7.3 Until such time as the property and the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and of third parties and properly stored, protected and insured and identified at the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, and shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such monies separate from any monies or property owned by the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property and goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Buyer hereby grants to the Seller licence to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 WARRANTIES AND LIABILITIES
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects and material workmanship for a period of n months from the date of their initial use or n months from delivery, whichever is the first to expire.
8.2 The above warranty is given to the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specifications supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller; and to the extent that the same may be assigned by the Seller.
8.3 SUBJECT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, AND EXCEPT WHERE THE GOODS ARE SOLD TO A PERSON DEALING AS A CONSUMER WITHIN THE MEANING OF SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977, ALL WARRANTIES, CONDITIONS ARE EITHER IMPLIED TERMS BY STATUTE OR COMMON LAW EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or the failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or the failure to meet specifications notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the relevant parts) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or the relevant proportion of the price), but in either case the Seller shall have no further liability to the Buyer.
8.7 EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY THE SELLER'S NEGLIGENCE, THE SELLER SHALL NOT BE LIABLE TO THE BUYER BY REASON OF ANY REPRESENTATION, OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESSED TERMS OF THE CONTRACT, FOR ANY CONSEQUENTIAL LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE), COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (AND WHETHER CAUSED BY THE NEGLIGENCE OF THE SELLER, ITS EMPLOYERS OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE SUPPLY OF THE GOODS OR THEIR USE OF RESALE BY THE BUYER, EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS.
9 INDEMNITY
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes patent, copyright, design, trademark or other industrial and intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
10 INSOLVENCY OF THE BUYER
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company goes into liquidation) otherwise than for the purposes of amalgamation or reconstruction; or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases or threatens to cease to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract and suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
10.3 Any notices required to be served pursuant to this contract of sale shall be in writing served by first class post or by hand on the Seller at any address as the Seller may from time to time notify to the Buyer and on the Buyer's registered offices and principal place of business.
11 JURISDICTION
11.1 This Contract is subject to the law of England and Wales.
11.2 All disputes arising out of this Contract will be subject to the exclusive jurisdiction of the courts of England and Wales.
11.3 If any dispute or difference shall arise between the parties as to the meaning of this Contract or any matter or thing arising out of or connected with this Contract then it shall be referred to the determination of an Arbitrator to be appointed by the agreement of the parties or (in default of agreement within 7 days of service upon one party of a written request to concur in such an appointment) by the President for the time being of the Chartered Institute of Arbitrators.
12 FORCE MAJEURE
12.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
12.1.1 act of God, explosion, flood, tempest, fire or accident;
12.1.2 war or threat of war, sabotage, instruction, civil disturbance or requisition;
12.1.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any Government, parliament or local authority;
12.1.4 import or export regulations or embargoes;
12.1.5 strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Seller or of a third party);
12.1.6 difficulties in obtaining raw materials, labour, fuel, parts for machinery;
12.1.7 power failure or break-down in machinery.
13 SUBCONTRACTING
13.1 The Seller may licence or subcontract all or any part of its rights and obligations under this Contract without the Buyer's consent.
13.2 The Seller shall not assign, subcontract, licence or otherwise dispose of any part of its rights or obligations under this Contract without prior written consent of the Buyer.
14 GENERAL
14.1 Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.
14.2 No waiver or forbearance by the Seller (whether expressed or implied) in enforcing any of its rights under this Contract shall prejudice its rights to do so in the future.
14.3 All Goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those supplied by the Seller be marked on or apply in relation to the Goods.
14.4 No right or licence is granted under this Contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.
14.5 The specifications and designs of the Goods (including the copyright), design right or other intellectual property shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for the manufacturer by or to the order of the Seller then the Buyer warrants that the use of those designs and specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
14.6 Where any specifications and designs of the Goods or any of the Goods have been provided by the Buyer the copyright, design right or other intellectual property in them shall remain the property of the Buyer.
14.7 Where under any provision of this agreement any matter is to be determined by an expert the matter shall be referred at the instance of either party to n or, if he is unable or unwilling so to act, such person as may be appointed by agreement between the parties or, in default of agreement nominated on the application of either party by the presence for the time being of n.
14.8 Any person to whom a reference is made under clause 16.5 shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he considers necessary to assist him and determine the matter referred to him. The decision of the expert (which shall be given by him in writing stating his reasons therefor) shall be final and binding on the parties.
14.9 Each party shall provide any expert with such information as he may reasonably require for the purpose of his determination; if either party claims any such information to be confidential to it then, provided that it is in the opinion of the expert that party has properly claimed the same as confidential, the expert shall not disclose the same to the other party or to any third party.
14.10 The costs of any expert (including the costs of any technical expert appointed) shall be borne in such proportions as the expert may determine to be fair and reasonable in all the circumstances or, if no such determination is made by the expert, by the parties in equal proportions.


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