Terms & Conditions
General Terms and Conditions of Sale of CYKLOP NEEDHAM Ltd.
1. Application of the General Terms and Conditions of Sale1.1 The General Terms and Conditions of Sale set out below (the “General Conditions”) govern the contractual relationship between any customer and CYKLOP NEEDHAM Ltd. (“Cyklop Needham”). These General Conditions are the only conditions applicable and override any terms and conditions stipulated or referred to by or on behalf of the customer, unless otherwise agreed in writing by Cyklop Needham. Any order will only be accepted by Cyklop Needham subject to these General Conditions. No amendment to these General Conditions is binding unless agreed in writing by an authorised representative of Cyklop Needham.
1.2 These General Conditions also apply to all future purchase orders placed by the customer.
1.3 The headings used in these General Conditions are for convenience only and do not affect interpretation.
2. Orders and Basis of Sale2.1 No order submitted by the customer is deemed to be accepted by Cyklop Needham unless and until confirmed in writing by an authorised representative of Cyklop Needham. No contract for the sale of goods is binding on Cyklop Needham unless Cyklop Needham has issued a quotation expressed to be a binding offer to sell the goods.
2.2 Illustrations, photographs or descriptions, whether in catalogues, brochures, price lists or other documents issued by Cyklop Needham, are intended as a guide only and are not binding on Cyklop Needham.
2.3 No order accepted by Cyklop Needham may be cancelled by the customer except with Cyklop Needham’s written agreement and on terms that the customer indemnifies Cyklop Needham in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred as a result of the cancellation.
3. Prices and Payment Conditions3.1 Prices given in any quotation for any equipment, whether oral or in writing, are Ex Works (INCOTERMS 2000), excluding packaging and excluding any applicable value added tax, excise, sales taxes or levies of a similar nature imposed or charged by any competent fiscal authority in respect of the goods. The customer is additionally liable to pay such taxes to Cyklop Needham.
3.2 Cyklop Needham’s invoices for equipment are payable prior to delivery or within 30 days after the date of invoicing (if agreed), notwithstanding that delivery may not have taken place and/or that property in the goods has not passed to the customer. Time of payment is of the essence. Invoices for services are payable within 14 days after the date of invoicing.
3.3 Cyklop Needham is entitled to charge interest on arrears at 3% above the current Base Lending Rate of HSBC on any amounts outstanding after the 30-day payment term.
3.4 All payments must be made to Cyklop Needham in the agreed currency of the contract (GBP, EUR or USD), without any deduction, credit or set-off whatsoever, to the account indicated. Deposits made by the customer prior to delivery of equipment are non-refundable.
4. Delivery4.1 Delivery of the goods is Ex Works (INCOTERMS 2000).
4.2 The method of transport is at Cyklop Needham’s option. If the customer requests special delivery methods or options causing additional charges, the customer shall pay all delivery charges. If necessary, adequate lifting equipment must be supplied by the customer at the customer’s cost. No allowance for carriage will be made by Cyklop Needham for any goods collected by the customer from the company’s warehouse.
4.3 Delivery dates are approximate only. Failure to deliver at the stated time does not entitle the customer to cancel the order or contract, and Cyklop Needham shall not be liable for any losses, costs, damages or expenses, consequential or otherwise, suffered by the customer. If delivery cannot be made within a reasonable time, Cyklop Needham has the right to cancel the order or contract without compensation.
4.4 Where delivery is made by instalments, delay in delivering an instalment does not entitle the customer to refuse to accept the remaining instalments. The customer shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery.
5. Risk and Property5.1 Risk of damage or loss of the goods passes to the customer when Cyklop Needham delivers the goods to the carrier.
5.2 In respect of consumables delivered free to the address in the UK stated by the customer, risk passes to the customer at the time of delivery to that address or, if the customer fails to take delivery, at the time Cyklop Needham has tendered delivery.
5.3 Notwithstanding delivery and the passing of risk, property in the goods does not pass to the customer until Cyklop Needham has received in cash or cleared funds unconditional payment in full for the goods and all other goods delivered or agreed to be sold by Cyklop Needham for which payment is due.
5.4 Until such payment, the customer shall:
(a) hold the goods as bailee for Cyklop Needham; and
(b) store the goods separately and clearly identify them as Cyklop Needham’s property.
The customer is not entitled to pledge or use the goods as security for any indebtedness. If the customer does so, all money owing to Cyklop Needham becomes immediately due and payable.
5.5 If the customer incorporates the goods into other products before property passes, property in those products, including the final product, transfers to Cyklop Needham upon such incorporation or use. The customer shall maintain records sufficient to identify and quantify the manufactured products and the goods incorporated in them.
5.6 If the goods are resold by the customer before property has passed, the customer shall hold all proceeds of sale in trust for Cyklop Needham in a separate account. The customer assigns to Cyklop Needham all rights and claims against its own customers arising from such sales until property has passed.
5.7 If, before property passes, the customer breaches any payment obligation or enters liquidation or a receiver is appointed, Cyklop Needham may terminate the contract without notice and may take possession of and sell the goods. The customer irrevocably authorises Cyklop Needham to enter the premises where the goods are situated and remove them at the customer’s expense.
6. Warranties and Liability6.1 Cyklop Needham warrants that the goods correspond with their specification at delivery and are of satisfactory quality. The customer must examine the goods upon arrival. Within two business days after arrival, the customer must notify Cyklop Needham in writing by registered mail of any claim based on condition, quality, grade or non-conformity with specifications or the order, stating the basis of the claim in detail. Failure to comply constitutes irrevocable acceptance of the goods, excludes any warranty claim and binds the customer to pay the full price.
6.2 All warranties and conditions, statutory or otherwise, as to fitness for any particular purpose are excluded. All warranties and conditions are excluded if the customer uses consumables other than Cyklop Needham consumables in equipment purchased from Cyklop Needham. Cyklop Needham is not liable for defects arising from fair wear and tear, wilful damage, negligence, abnormal conditions or use, failure to follow instructions, misuse or alteration, or any act or omission by the customer, its employees, agents or third parties.
6.3 Subject to these General Conditions, all warranties, conditions or other terms implied by common law are excluded to the fullest extent permitted by law.
6.4 Except as expressly provided, Cyklop Needham is not liable for any direct or consequential loss or damage, including loss of profit or indirect or special loss, costs, expenses or other claims for consequential compensation, whether caused by negligence or otherwise, arising out of or in connection with the supply or use of the goods.
7. Service and Consumables7.1 Cyklop Needham offers to maintain purchased equipment at standard maintenance rates payable by the customer.
7.2 If the customer enters into a rental agreement for any Cyklop Needham equipment with Cyklop Needham’s financial service provider, the customer shall purchase all consumables exclusively from Cyklop Needham. If the customer fails to comply, the customer must return the equipment to Cyklop Needham. If the customer fails to do so, Cyklop Needham has the right to uplift the equipment and enter the customer’s premises for this purpose.
8. WEEEIn respect of all equipment to which the WEEE Directive applies, the customer is responsible for recycling and disposal in accordance with applicable laws.
9. RoHS and REACH9.1 Cyklop Needham guarantees conformity of the supplied products with the RoHS Directive and that they are marked in accordance with the Electrical and Electronic Equipment Act (ElektroG).
9.2 All products delivered by Cyklop Needham do not fall under the REACH Regulation. Cyklop Needham guarantees that none of its products contain substances of very high concern (SVHC).
10. General10.1 These General Conditions and any purchase contract are governed by and construed in accordance with the laws of England and Wales.
10.2 If any provision of these General Conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision shall not be affected.