Terms & Conditions of Sale for OLE (UK) Limited

 1. Definitions

‘Company’ means OLE (UK) Limited  (Registered in England number 4146280).

'Contract' means the contract between the Company and the Customer for the supply of Goods under these terms and conditions.

‘Customer’ means any third party to whom the Company may agree to sell Goods in accordance with the Company’s Conditions of Sale.

‘Goods’ means the articles or products or any of them or any part or parts of them to be supplied by the Company to the Customer under a Contract.

2. General

All orders are accepted and Goods supplied subject to these express terms and conditions (the “Company’s Conditions of Sale”). Any order placed by the Customer shall constitute an offer to contract upon the Company’s Conditions of Sale and no addition thereto or variation therefrom (whether contained in the Customer’s order or otherwise) shall be incorporated in the Contract unless expressly agreed in writing and signed by a Director of the Company.  No Contract shall be created until despatch by the Company of a written acknowledgement of order (“Order Acknowledgement”)

3. Orders

All quotations given and orders received are subject to availability of the Goods and to issue by the Company of an Order Acknowledgement. Any prior confirmation of order by the Company by telephone shall be deemed to be provisional only.  The Customer agrees to send to the Company a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by the Company; otherwise the Company will not accept liability for any duplication of Order Acknowledgement or delivery that may occur.

4. Prices

(a) Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication of price and range of Goods offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.

(b) All quoted or listed prices are exclusive of Value Added Tax or any other taxes and are based on the cost to the Company of supplying the Goods to the Customer.

(c) Prices will be invoiced as confirmed in the Order Acknowledgement or otherwise in accordance with published list prices as at the date of Order Acknowledgement.

5. Specification for the Goods

The Customer agrees and acknowledges that, if any Goods are to be manufactured or any process is to be applied to the Goods, by the Company in accordance with a specification submitted by the Customer:

(a) once the Goods have been manufactured or the process has been applied to the Goods, in accordance with such specification, the Customer shall not be entitled to reject those Goods if the Customer considers them to be unfit for any particular purpose and the Company does not give any warranty or representation to the Customer in respect of Customer’s Specification;

(b) the Customer shall indemnify the Company against all, loss, damages, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Customer's specification; and

(c) the Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable legislative requirements.

6. Carriage and Delivery

(a) Save as expressly agreed by Company in writing, any prices quoted or specified do not include delivery charges to the Customer; the Company reserves the right to levy a charge on the Customer for delivery to any destination advised by the Customer.

(b) Any times specified by the Company for delivery of the Goods shall not be of the essence and are to be treated as estimates only and the Company shall not be liable for any loss (including loss of profit), costs, charges, expenses or damages whatsoever arising directly or indirectly from the failure to effect delivery in accordance with a quoted time for delivery, although every reasonable endeavour will be made by the Company to adhere to any such time. Quotations of Goods ex stock are subject to the Goods being unsold at the time of receipt of the Customer’s written order. All delivery dates are calculated from the date of Order Acknowledgement.

(c) Deviations in the quantity of Goods delivered from that stated in the order (provided that such deviation does not materially exceed the quantity ordered) shall not give the Customer any right to reject the Goods or to claim damages and the Customer shall be obliged to pay for the Goods delivered at the rate determined in accordance with clause 4 above.

(d) The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary. The Company shall not be liable for any non-delivery of Goods unless written notice is given to the Company within 7 days of the date when the Goods would in the ordinary course of events have been received. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7. Passing of Risk and Property

(a) Risk in the Goods shall pass to the Customer on despatch from the Company's premises.

(b) Until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Customer on any account, title in the Goods shall remain in the Company, the Customer shall hold the Goods as Bailee on behalf of the Company and the Customer shall store the Goods in such a way that they are separate from those of the Customer, are identifiable as the property of the Company and are insured on the Company's behalf for their full price against all risks, to the reasonable satisfaction of the Company.

(c) Until title in the Goods passes to the Customer in accordance with Clause 7(b) above, the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the Customer where the Goods are and sever the Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.

(d) The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

(e) Until title in the Goods passes to the Customer in accordance with Clause 7(b) above, without prejudice to the Company’s rights under Clause 7(c) above, in the event of a liquidator, receiver or administrator being appointed over the whole or any part of the undertaking or assets of the Customer or any order in insolvency being made against the Customer or the Customer making an arrangement or composition with its creditors or a resolution being passed or a petition being presented to the court for the winding-up of the Customer (or anything analogous to any of the foregoing under the law of any relevant jurisdiction) or in the event that the Company reasonably anticipates the occurrence of any such event or in the event that any sum due under any Contract shall remain outstanding more than 15 days after the due date (an 'insolvency incident') the Customer will immediately return the Goods to the Company.

(f) In the event of an insolvency incident occurring the Customer shall immediately cancel all contracts of sub-sale with its customers relating to any Goods.

8. Defects

The Company warrants that (subject to the other provisions of the Company’s Conditions of Sale) the Goods will upon delivery and for a period of six months from the date of delivery comply with any specification agreed between the Customer and the Company in respect thereof and will be free from any material defects in material and workmanship and the Company undertakes at its option to repair, replace, or refund at the pro rata Contract rate the price of, any Goods found to be in breach of such warranty during such six month period. Any new component part inserted into the Goods in the course of any repair will benefit from a new warranty on these terms for a further six months.  Any replacement Goods will benefit from a new warranty on these terms for a further six months.

The above warranty is given by the Company subject to the following conditions:

(a) the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;

(b) the Company 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 Company's reasonable instructions (whether oral or in writing and whether relating to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice), or misuse or alteration or repair of the Goods without the Company's approval;

(c) the Company shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the price for the Goods has not been paid in full by the due date for payment;

(d) the Company shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) unless (i) the Customer gives written notice of the defect to the Company within seven days of the time when the Customer discovers or ought reasonably to have discovered the defect and (ii) the Company is given a reasonable opportunity after receiving such notice to examine such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer's expense for the examination to take place there.

Provided that where the Goods incorporate component parts manufactured by a third party, (“Third Party Parts”), the Company’s warranty shall not extend to any defect in any Third Party Parts existing upon delivery to the Company, and in respect of such Third Party Parts the Company shall pass on to the customer only such warranty or guarantee as it obtains from the third party manufacturer (insofar as permitted by the terms of any such warranty or guarantee)

9. Exclusion of Liability

(a) All conditions, warranties or other terms, whether express or implied, statutory or otherwise, (save for the conditions implied by section 12 of the Sale of Goods Act 1979) in respect of the Goods are, to the fullest extent permitted by law, hereby expressly excluded.

(b) In no event shall the Company be liable in contract, tort or otherwise for incidental, special, indirect or consequential loss or damage (including but not limited to loss of business, revenues and profits, depletion of goodwill, damages caused by loss of data or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract, the supply of Goods or their use, resale or incorporation into any other product or products and whether or not any such loss, damage, cost or expense was notified to the Company by the Customer or was otherwise foreseeable at the date of Order Acknowledgement.

(c) Subject as otherwise expressly stated in the Company’s Conditions of Sale, the total liability of the Company under or in connection with the Contract shall not in any circumstances exceed UK £100,000 for any one event or series of connected events.

Provided always that nothing in these standard conditions of sale shall or shall purport to exclude or limit the Company's liability where such exclusion or limitation is prohibited, void or unenforceable under applicable law.

10. Payment

(a) Punctual payment is the essence of the Contract. Provided that the Customer has been granted credit facilities by the Company, settlement terms are net 30 days from the end of the month of the date of invoice. In the absence of credit facilities having been granted by the Company, payment shall be in advance of delivery. No payment shall be deemed to be received until the Company has received cash or cleared funds.

(b) The Company reserves the right to suspend deliveries where payment is not received in accordance with clause 10(a) above or in accordance with any alternative terms of payment agreed in writing.

(c) Where payment is not made in accordance with the terms of clause 10 (a) above (without prejudice to the Company's other rights in respect of non payment);

(i) the Customer shall pay interest on any unpaid amounts calculated at the rate for the time being prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date to the date of payment; and

(ii) the Company may cancel or suspend trading with the Customer (including orders in progress) and require immediate settlement in full of all outstanding invoices.

(d) The Customer shall pay all sums due in full, without deduction, whether by way of set off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

11. Cancellation and Re-Scheduling of  Deliveries

Request by a Customer for cancellation or amendment of any order or for re-scheduling of deliveries after the date of Order Acknowledgement will only be considered by the Company if made in writing and shall be subject to the agreement in writing of the Company.  In the event that any order is cancelled or amended with the agreement of the Company, the Customer shall indemnify the Company against all losses, costs (including the costs of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and such cancellation or amendment.  In the event that deliveries pursuant to any order are re-scheduled at the request of the Customer with the Company’s agreement, the Customer shall pay the Company a charge in consideration of such re-scheduling to be calculated at 5% of the value of the order subject to a minimum charge of 50 UK Pounds.

12. Force Majeure

The Company shall not be liable in any manner whatsoever if it is prevented or delayed in the performance of its obligations under the Contract whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or Third Party Parts, whether such cause existed or was foreseeable at the date of Order Acknowledgement.

13. Severability

If and to the extent that any provision or any part of any provision of the Contract is deemed illegal, void or unenforceable for any reason, such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect.

14. Waiver

The failure by the Company at any time or for any period to enforce any one or more of the Company’s Conditions of Sale shall not be a waiver of them or a waiver of the right to enforce the Company’s Conditions of Sale on a future occasion. No waiver by the Company of any breach of the Contract by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.

15. Software

(a) All software, including related documentation, is supplied under licence of the applicable proprietary owner.  Title to or ownership of software does not transfer to the Customer under any circumstances.

(b) It is the sole responsibility of the Customer to comply with any terms and conditions of licence attaching to software supplied and delivered by the Company in the Goods and the Customer acknowledges that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner.

(c) All software delivered hereunder owned by the Company is supplied ‘as is’ and the sole further obligation of the Company in connection with the supply of such software is to supply a correct version in the event such software fails to conform to its specification or proves in any other way to be defective in any material manner Provided always that the Customer notifies the Company of any defect or non-conformance to specification within 30 days of the date of delivery of the Goods incorporating such Company software.  The provisions of clause 9 shall apply to all such software. 

(d) All software delivered hereunder owned by any Third Party is supplied by Company ‘as is’ with the benefit only of such warranty as may be given by such Third Party supplier and the provisions of clauses 8 and 9 shall apply to all such Third Party software and in respect of any defects therein.

16. Assignment

The Customer shall not assign or transfer the Contract or any rights hereunder without the prior written consent of the Company.

17. Contracts (Rights of Third Parties) Act 1999

A person who is not party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

18. Jurisdiction

The Contract shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the Contract.