In these conditions the following expressions shall have a the following meanings: "TPS" shall mean "Thermal Printer Services" whose registered office is specified overleaf. "THE CUSTOMER" shall mean the party specified overleaf. "THE GOODS" shall mean those scheduled on the invoice.
a)TPS will fully insure the Goods until delivery of the same to the Customer. Immediately on delivery of the Goods and notwithstanding 3(a) below, all risk of loss and damage howsoever caused will pass to the Customer. The Customer will fully insure the Goods against such loss and damage for the benefit of TPS from the time of delivery until the property in Goods passes to the Customer in accordance with 3(a) below.
b)Should TPS incur any extra expense owing to any variation or suspension of work on delivery of any of the Goods by reason of any instruction, lack of instruction, request, default, neglect or want of reasonable co-operation by or on the part of the Customer owing to any interruptions, delays, mistakes, overtime, unusual or extra hours work or the like of which TPS did not cause or necessitate, all such extra expense shall be paid by the Customers upon being invoiced for the same by TPS. The Customer shall be responsible for the disposal of all packaging supplied with the Goods at the Customers expense.
c) If TPS shall supply the Goods to the Customer for a trial period these conditions shall apply but so that :
- No title to the Goods shall in any circumstances pass to the Customer and
- The Customer shall upon the termination of the trial period return the Goods at its cost to the UK warehouse of TPS in the same condition and working order as the Goods were when supplied to the Customer fair wear and tear only expected.
- The trial period shall extend until such dates as has been agreed or until TPS shall serve written notice upon the Customer terminating the trial period whichever shall first occur.
- Goods shall be fully insured by the Customer at all times from the moment of delivery until return to TPS. In the event of non-delivery of the Goods the Customer must inform TPS thereof within 14 days from the date of expected delivery.
d)In the event of there being shortages of Goods or defective or damaged Goods in the order the Customer must inform TPS thereof within 3 days from the date of delivery unless otherwise agreed. The Customer shall arrange for the immediate return of any defective Goods or parts thereof (whether original or replacement Goods or parts) to TPS’s nearest warehouse in the UK and the Customer shall bear the costs and risk of all transport of defective or repaired Goods and all replacements thereof both to and from TPS’s warehouse.
3. Passing of title
a)Subject to the proviso below, the property in the Goods and in any replacement or additional part or parts of the same supplied by TPS to the Customer pursuant to this or any other Agreement between the parties shall not pass to the Customer until TPS has received payment in full from the Customer of (i) the purchase price of the Goods and (ii) any other sums invoiced to or due owing from the Customer under any prior Agreement whatsoever, provided that TPS may serve notice on the Customer at any time specifying that title in the Goods or part thereof has passed.
b)Until the property in the Goods passes to the Customer, the Customer shall.
- Hold the same as bailee for TPS and
- If so required by TPS the Customer shall keep the same separately from Goods belonging to any person or firm other than TPS and shall ensure that they are clearly identifiable as belonging to TPS and:
- Not part with, sell or dispose of the same
c)Without prejudice to the foregoing sub clauses the Customer may in the ordinary course of its business part with, sell or dispose of the Goods to our bona fide purchaser without notice of TPS's rights, however, in the event of any monies being outstanding from the Customer to TPS, TPS may serve written notice on the Customer at any time terminating a right to part with, sell or dispose of the Goods whereupon the provisions of sub clauses 3(b) above shall have effect.
d)If at any time after the date hereof the Customer shall be in default of any of its obligations under 3(b) or 4 hereof then TPS shall have their right without notice to demand and re-take possession of the Goods or any of them without let or hindrance by the Customer and the Customer hereby licences TPS, its officers, employees and agents to enter upon any premises of the Customer to satisfy itself that condition b(ii) above is being complied with or to recover any Goods in respect of which property has not passed to the Customer.
e)The intellectual property and the copyright in any of the cards and all manuals and other related documentation supplied by TPS to the Customer pursuant to this or any other Agreements between the parties shall at all times remain vested in TPS. Further, all drawings, specifications and technical documents relating to the Goods shall belong to TPS. The Customer shall be entitled to retain and use them for operation of the Goods so long as the Customer used the Goods, but upon ceasing to do so shall return them to TPS and shall in the meantime keep them confidential. The Customer shall not make any copies of such manuals and other related documentation, drawings, specifications and technical documents without prior written consent of TPS.
4. Prices and Payment
a)AnyUK taxes (other than those assessed on profit or gains) arising upon the sale of the Goods or provision of associated services shall be borne by the Customer.
b)The purchase price for the Goods becomes due and owing and will be paid by the Customer to TPS according to the payment terms of the invoice.
c)TPS shall have the right to charge the Customer interest on all sums whatsoever overdue for payment from the Customer to TPS at a rate of 2.5% per month or part month pro rata, from the date on which the account becomes overdue until the subsequent date of payment.
d)Any additional costs incurred by TPS in the collection of overdue amounts will be borne by the Customer.
e)TPS shall have the right to charge the Customer for storage of the Goods at the request of or necessitated by the delay of the Customer at TPS's standard cancellation rate prevailing at the time of such cancellation
f)TPS shall have the right to charge the Customer in the event of the cancellation of any order by the Customer prior to the due delivery date at TPS's standard cancellation rates prevailing at the time of such cancellation.
g)TPS shall have a general lien over all Goods in its possession in the event of any monies being outstanding from the Customer to TPS.
h)TPS shall have the right to charge a restocking fee for any order that is cancelled by the Customer for whatever reason at the rate of 15% minimum up to a maximum charge of 45% of the total order value.
a)Subject as provided in (b) below, TPS warrants that the Goods will be free from defects in material and workmanship for a period of 1 year from the date of invoice subject to the Goods being used and/or operated and maintained under normal use and service and in accordance with any relevant instructions provided by TPS provided that written notice of any such defect is given to TPS within seven (7) days from the discovery of the defect
b)This warranty does not apply to any part of the Goods.
- Which is normally consumed in operation such as, but not limited to tapes, disks and paper.
- Which becomes unserviceable through normal wear and tear.
- To which any device has been affixed or connected without TPS's prior written approval.
- Which has suffered excessive use or misuse, including any part of the Goods which has been kept in service following the discovery of any apparent defect.
c)TPS's sole liability under this condition is to repair or (at TPS's discretion) replace defective Goods or parts thereof. All other conditions, warranties or statements, express or implied, statutory or otherwise are hereby excluded.
6. Patent Indemnity
If any claim is made or action brought against the Customer alleging infringement of any letters patent, registered designs, trademark or copyright in respect of the Goods supplied under this or any other Agreement between the parties, and if the Customer notifies TPS thereof immediately and at no time makes any admissions or statements however connected therewith without the prior written consent of TPS, then TPS agrees that it will at its own expense and its own discretion defend, settle or compromise such claim provided that the Customer gives TPS all available information and assistance therein and provided further that TPS will have no liability to the Customer hereunder or at all if any infringement or allegation thereof is based on or arises from: (i) compliance with designs or specifications furnished by or on behalf of the Customer (ii) use of the Goods in combination with devices not made or supplied by TPS or (iii) use of the Goods in a manner for which the same was neither designed or contemplated or (iv) modifications made to the Goods without the prior written consent of TPS.
(Re)-exportation of the Goods is subject to the procurement of any necessary licence required by competent authorities in the UK or elsewhere (e.g. the USA). In particular, if the Goods contain US embargoed parts the Customer must make a written request to the US Office of Export Administration for the (re)-export approval or clearance to (re)-export them. This request may be directed through a US Foreign Service post (e.g. the United States Embassy). The Customer should ensure that this requirement is passed on to its Customers.
a)TPS shall not be responsible or liable for any failure or delay or consequence thereof in the performance of any of its obligations under this Agreement owing to fire, strike, lock-out, industrial dispute, flood, accident, delay in transport, shortage of fuel, neglect or default of any sub-contractor, inability to obtain material, embargo, act of God, refusal of licence, demand or requirements of any government department or agency or any local authority or as a consequence of war or of hostilities or armed conflict (whether war be declared or not) or to any other cause whatsoever beyond TPS's reasonable control or the after effects of any of the foregoing, and whether the same take place or have effect in the UK or elsewhere. If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the Agreement or shall otherwise discharge the same) the period for TPS to inform its obligations hereunder shall be extended by such period (not limited to the length of the delay) as TPS may reasonable require to complete such performance.
b)TPS will indemnify the Customer against any claim for or in respect of death or personal injury to any person if and to the extent that it is directly caused by the proven negligence (as defined under section 1(1) of the Unfair Contract Terms Act 1977) of TPS.
c)Subject only to the provisions of 8(b) hereof, TPS will not under any circumstances whatsoever be liable for the Customer shall indemnify and hold TPS harmless against any claim in respect to loss, injury or damage to property or person directly or indirectly caused by or arising from the Customer's negligence (including the use of any part of the Goods otherwise than in accordance with TPS's operating instructions or manuals) or default (including any breach of or non-compliance with any term of this Agreement, any delay, any wrong information and any lack of required information) or the possession, operation, use or misuse, functioning or mal functioning, furnishings or modification of any Goods or other items supplied by TPS.
d)In no event shall TPS be liable for the loss of profits or contracts or for any indirect or consequential loss or damage howsoever arising.
a)These conditions are the only conditions upon which TPS sells or supplies the Goods and unless specifically agreed in writing by TPS no other conditions shall apply. Any modifications, variation or waiver of the same, or of any rights or obligations arising or having arisen hereunder shall not be effective unless incorporated into a written document signed by a duly authorised officer or employee of each of the parties and annexed hereto.
b)This Agreement and all the rights and obligations hereunder shall for all purposes be treated and construed as being separate and apart from any other Agreement or Agreements or any rights and obligations thereunder save only where express provision requires the contrary.
c)This Agreement or the benefit thereof may not be assigned by the Customer in the whole or part (at any time prior to the passing of the property in the Goods to the Customer in accordance with 3(a) hereof and thereafter) without the prior written consent of TPS which shall not be unreasonably withheld.
d)If the Customer being an individual or a firm (including in the latter case any partner in that firm) shall at any time become bankrupt all shall have a receiving or administration order made against him/her, shall make any composition, arrangement, trust, deed, conveyance or assignment with or for the benefit of his creditor shall purport to do so, or if in Scotland he/she shall become insolvent or notour bankrupt, or any application shall be made under any Bankruptcy Act for the time being in force for sequestration of this estate, or being a company shall pass a resolution or any court shall make an order that the company shall be wound up (save and exception only a members winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager on behalf of this creditor shall be appointed, or if circumstances shall arise which entitle a Court or creditor to appoint a receiver or manager to make a winding up order then TPS shall be at liberty at its sole discretion and without prejudicing or affecting any right of action which shall have accrued or shall thereafter accrue to TPS (i) to set off any amounts then due and payable to the Customer by TPS against any monies whatsoever outstanding from the Customer to TPS (ii) forthwith or at any time thereafter to terminate this Agreement by giving notice in writing to the effect to the Customer or (iii) to give any liquidator, receiver, manager or other person the option of continuing the Agreement on such terms as may be mutually agreed.
e)This Agreement is made in and shall be governed by the laws of England.
10. Cancellation of Contract/Return of Goods/Replacement of Defective Goods
a)No contract may be cancelled once it is accepted by the seller and no goods may be returned save at the absolute discretion of TPS.
b)In the event that TPS agrees to accept the return of non-defective goods such return will be on the following conditions:-
- The buyer must obtain a goods return number from TPS which number must clearly be displayed on each parcel to be returned. The goods must be returned in the manufacturer’s original packaging in unopened condition complete with any accessories, manual and other documentation. Software packages must have the software seal in tact. If these conditions are not complied with returned goods will be rejected.
- If in the opinion of TPS damage has been caused to the goods during transport from the buyer to the seller the buyer will remain liable for the full cost of the goods or at the discretion of TPS cost of remedying any damage.
- If TPS accepts the return of goods (other than on the grounds of defect) the seller reserves the right to make a handling and restocking charge of 25%.
c)Any alleged defect in the goods must be notified to TPS within seven days of the date of delivery. In the event that delivery is not refused and the buyer fails to notify TPS within the time stated no rejection of the goods will be accepted and the full purchase price shall be payable by the buyer.
d)In the event that any valid claim is notified to TPS based on the goods delivered under the contract being defective TPS shall at their discretion be entitled to replace the goods free of charge or refund the buyer the price of the goods actually paid by the buyer and TPS shall have no further liability to the buyer.
e)The buyer shall retain the goods in respect of which allegation of defect is made together with the original manufacturer’s packaging for a reasonable time to enable TPS or its agent to inspect the goods or to arrange for the goods to be collected from the buyer if TPS would so require.
f)Unless otherwise agreed in writing by TPS no credit for return goods will be given in the case of goods returned other than by reason of defect.
g)Goods ordered by customers other than those included in TPS’s sales catalogue will not be accepted for return save where specifically agreed in writing by TPS.