Any contract entered into by OSA Systems Limited, or its subsidiaries for the sale of goods, is deemed to include acceptance for the following Terms & Conditions, which take precedence over any conditions of contract referred to, or appearing on the document placing the order.
- ACCEPTANCE – All quotations are subject to written confirmation by us on receipt of order. We reserve the right to refuse an order.
- ILLUSTRATIONS & LITERATURE – Literature, illustrations and drawings are not binding as to detail as our designs are subject to a programme of progressive improvement.
- WEIGHTS & MEASUREMENTS – All quoted weights, measurements, pressures and horse-powers etc., are stated as correctly as possible, but are not guaranteed.
- DELIVERY – The time specified for delivery of goods represents our estimate and is based upon current commitments and conditions. We do not accept any liability in respect of failure to meet such estimated delivery dates. If the accepted delivery date is extended by the customer; we reserve the right to place goods to suit our outstanding commitments, or delivery into storage at customer’s expense. We are not liable for any financial loss, which the customer may incur as the results of late delivery however caused.
- PRICES – We reserve the right to amend the prices of a contract between the date of acceptance of an order and delivery of goods, due to increases in the cost of wages, materials etc., or any statutory obligations. Late delivery shall not prejudice our right under this clause.
- DEFECTS – In lieu of any warranty or condition implied by law or by trade usage, good or parts of our manufacture, which on submission to us are found by us to be defective as regards materials, or workmanship will be replaced within the warranty period set out in our offer. No claim for expenditure upon them or for fitting them or for other consequential damage will be entertained.
- TRANSPORT – MAINLAND U.K. – All prices quoted are for goods net, ex-works and unpacked unless otherwise stated in our quotation. Unless specific instructions to the contrary are stated on the order, transport arrangements may be made and charged by us on behalf of the customer. Where carriage and insurance charges are invoiced as extra, then in such cases, our responsibility terminates when goods pass out of our direct control.
- TERMS OF PAYMENT – U.K. – Terms of payment are set out in our quotation. We reserve the right at any time before delivery to withhold delivery until full payment has been received. Payment terms are strictly 30 days from invoice.
- CANCELATION OF ORDERS – A cancelation charge of not less than 5% of the value of goods will be levied to defray costs incurred. Cancellation of an order will only be accepted in writing to the company offices. In the case of special equipment, either 5% of the order value or retention of the deposit up to an amount equal to the value of non-recoverable materials and labour whichever is the greater, will apply.
- DISPUTES – Should any dispute arise, the same is to be referred in arbitration in England by a person to be appointed by the president of the Chartered Institution of Mechanical Engineers in London, whose decision shall be final. No claim or dispute advanced by the customer shall entitle him to withhold payment of any unpaid portion of the contract price, but we shall be entitled to recover the same by legal proceedings notwithstanding any such claim or dispute, nor shall any such claim or dispute be advanced in any proceedings by way of set-off or counter claim but shall be submitted to arbitration as an entirely separate matter.
- PASSING OF PROPERTY & RESALE – Until we have received full payment in respect of all sums owing to us from you, under this or any other contract: –
- The property in the goods supplied shall remain in us.
- You shall be entitled to sell the goods and pass the property in the same to third parties in the normal course of your business until the events set out in (e) below, but the proceeds or resale and/or the claim to such proceeds will be ours until such time as all sums owing to us whether under this contract or any other contract have been paid. Until such sums have been paid you shall, subject to the terms of this condition, retain the goods in your fiduciary capacity as bailee
- We shall be entitled at any time while any monies under any contract are outstanding to notify you of our intention to retake possession of our goods.
- On receipt of notice from you or on the happening of any of the events set out under (e) below your authority to sell our goods shall be withdrawn and all proceeds of sale received by you from sales made prior to the withdrawal of authority shall be paid by you into a bank account separate from all other of your monies and held in such account for us. Further all goods shall be immediately delivered to us, and we by our servants or agents shall have the right during normal business hours to enter upon your land or buildings to take possession of our goods.
- The events hereinbefore referred to are: –
- any notice to you that a receiver or manager is to be or has been appointed
- (Where you are a corporate body) any notice to you that a petition to wind up your company is to be or has been presented or any notice of a resolution to wind up your company (save for the purposes of a reconstruction or amalgamation)
- A decision by you that you intend to make an arrangement with your creditors
- Any act of bankruptcy as defined by section 1 of the Bankruptcy Act 1914
OSA Systems ltd, Registered office 4 Witan Way, Witney, Oxfordshire, OX28 6FF
Registered No. 12089652 England. VAT No. 333391218