OKOBASE Terms & Conditions

Terms and conditions

  1. Interpretation
    1. In these Conditions the following words shall have the following meanings:
      “Buyer” means any company, firm or individual from whom the Company receives an order which the Company has accepted in writing.
      “Company” means Okobase Limited.
      “Conditions” means these conditions of sale.
      “Contract” means a legally binding contract between the Company and the Buyer for the sale of the Goods made pursuant to clause 3.
      “Goods” means the products, materials and/or services to be supplied by the Company.
    2. The clause headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
    3. References to clauses are to clauses in these Conditions.
    4. Where the context dictates, the singular shall include the plural and vice versa and any gender includes the other gender.
    5. Any reference to any statute or statutory provision will (unless the context otherwise requires) be construed as a reference to that statutory provision as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time.
  2. Applicability of Conditions
    1. The Company accepts orders for the supply of Goods subject only to these conditions.
    2. The Buyer accepts that these conditions shall govern relations between the Buyer and the Company to the exclusion of any other terms including, without limitation, conditions and warranties (written or oral, express or implied) even if contained in any of the Buyer’s documents which purport to provide that the Buyer’s own terms shall prevail.
    3. No variation or qualification of these Conditions or of any quotation or order arising there from shall be valid unless agreed in writing between the parties.
  3. Quotations & Acceptance
    1. Quotations do not constitute an offer by the Company and no the Company may at any time refuse to accept any order pieced as a result of any such quotation.
    2. Any order placed by the Buyer must be accompanied by sufficient information to enable the Company to proceed forthwith, otherwise the Company shall be at liberty to amend the prices quoted to cover any increase in cost which has taken place after acceptance of the order.
    3. Each order for Goods issued by the Buyer will be deemed to be an offer by the Buyer to purchase the Goods subject to these Conditions.
    4. No order placed by the Buyer will be deemed to be accepted by the Company until an acknowledgement of order is issued by the Company.
    5. The issue of an acknowledgement of order by the Company shall constitute acceptance of the order and shall create a Contract subject to these Conditions.
    6. The Buyer warrants that all information and data supplied by him or his agent or representative to the Company shall be accurate and comprehensive for the purpose of performance of the Contract.
  4. Price
    1. Unless fixed prices have been specifically agreed by the Company, notwithstanding any other quotation tender price or price list all prices are subject to alteration without notice and Goods will be invoiced at prices ruling at the date of despatch.
    2. All prices include delivery unless otherwise stated and are quoted exclusive of Value Added Tax (‘VAT’) and any other duty, tax or surcharge (jointly and severally ‘Taxes) and VAT and any appropriate Taxes will be added to all invoices at the rate applicable on the tax point date which date shall be the date of the invoice.
  5. Drawings
    1. Unless otherwise specified in the Company’s quotation, all specifications, drawings, photographs, diagrams and particulars of weights and dimensions submitted with the quotation are approximate only, and the descriptions and illustrations contained in the Company’s catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form any part of the Contract.
  6. Delivery
    1. Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his agent, when the Goods are loaded onto the vehicle collecting them.
    2. The Company reserves the right to deliver goods by instalments and in such event each instalment shall be treated as a separate Contract provided that deliveries of further instalments may be withheld until the Goods or materials comprised in earlier instalments have been paid for in full.
    3. If the Company does not receive forwarding instructions sufficient to enable despatch to be made within 14 days after notification that the Goods are ready for despatch the Buyer shall be deemed to have taken delivery and the Company may (without prejudice to any of its other rights) dispose of the Goods ordered at the best price reasonably available or may arrange for storage of the Goods at the premises of the Company or elsewhere as the Company may so determine at the cost of the Buyer.
    4. Unless otherwise stated the Company shall deliver the Goods as near to the destination as a safe hard roadway permits. In the event that delivery is to be made on the Buyer’s site, the Buyer shall provide and clearly indicate to the delivery driver a route from the public highway to the site which is safe and reasonable and provides adequate turning space at the point of delivery. The driver may refuse delivery if, in his safe opinion, the route or the point of unloading is unsafe or is likely to cause damage to the delivery vehicle. The Buyer shall indemnify the Company (for itself and as agents for any haulage contractor operating the vehicle) against any damage caused to any such vehicle and against all claims cost damages and expenses incurred by the Company by reason of any default of the Buyer under this clause.
    5. The Buyer shall be responsible for providing adequate labour and facilities at the delivery point for unloading Goods ordered by the Buyer without undue delay and shall keep the Company indemnified against all claims howsoever arising from such unloading operations. The Company reserves the right to charge for delays prior to and during unloading or for costs incurred in making abortive deliveries.
    6. Any periods of time quoted or accepted by the Company for despatch, delivery or completion of the order are to be treated as estimates only, not involving the Company in any liability to the Buyer in respect of loss suffered as a result of failure to despatch, deliver or complete within such a period of time, no delay shall entitle the Buyer to cancel the order or refuse to accept delivery at any time.
  7. Claims
    1. Notice of any claim relating to shortage of or damage to the Goods shall be made to the Company in writing within 3 days of receipt of the Goods. In the event of non delivery of the Goods the Buyer shall notify the Company in writing within 7 days of receiving the advice note.
    2. Claims for short weight must be lodged with the Company within 24 hours of delivery and shall only be considered if facilities for inspection and re-weighing are made available to the Company within 7 days of the claim being made.
    3. The Company will consider claims only if the above conditions are met and the claim is signed by the Buyer and accompanied by full particulars giving the invoice and Company’s order number and, the copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the Goods must bear an appropriately qualified signature.
    4. The Company’s liability hereunder in respect of any shortage loss or damage to the Goods shall be limited to the proportion of the price attributable to the Goods undelivered lost or damaged.
  8. Payment Terms
    1. Payment shall be due in full before delivery of the Goods take place.
    2. Where only part of the Goods are despatched, payment shall be made of the Contract price attributable to that part.
    3. In the event of any delay or delays in despatch or delivery which are attributable to the Buyer’s actions or failure to act, the Buyer shall make payment to the Company in accordance with the above as if the Goods had been delivered at the times at which but for such delay or delays such delivery would have taken place.
    4. Unless otherwise agreed, in writing, the Contract price shall be paid in England in Pounds Sterling.
    5. No payment will be deemed to have been received until the Company has received the Price in full in cleared funds.
    6. Time for payment will be of the essence under the Contract and the Buyer will indemnify the Company against all expenses and legal costs incurred by the Company in recovering overdue amounts.
    7. Notwithstanding any other provision of these Conditions, all sums outstanding under the Contract will become due immediately on termination of the Contract.
    8. The Company reserves the right to charge interest on late payment of accounts under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to pass overdue accounts out for legal collection wherein all costs for collection will be for Buyer’s Account.
    9. If any payment falls into arrears the Company shall have the right to cancel or postpone performance of the Contract wholly or in part and to be paid immediately for performance of the Contract to date.
    10. No claims by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding or any part of any sums due for payment hereunder. The Buyer shall not be entitled to any set-off of obligations within or between contracts with the Company.
  9. Risk and Title
    1. Whilst risk in Goods supplied to the Buyer under the Contract shall pass on delivery, legal and beneficial ownership of the Goods shall remain with the Company until such time as the Company has received payment in full for all Goods supplied to the Buyer or until such time as the Goods are sold to the Buyer’s customers by way of bona fide sale at full market value (whichever shall be the earlier) and until such time the Buyer shall keep such Goods separate from its property and clearly identified as the property of the Company and fully insured.
    2. Notwithstanding terms of payment specified herein or elsewhere payment for all Goods supplied to the Buyer shall become due immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved (whether voluntary or upon application to any court) or upon the appointment of a receiver over the whole or any part of the Buyer’s assets or undertaking and upon such occurrence the power of sale granted to the Buyer above shall automatically determine.
  10. Warranty
    1. The Buyer assumes responsibility for the capacity or performance of the Goods being sufficient and suitable for their intended use.
    2. Subject to the provisions of clause 10.1 and/or the Buyer being a consumer (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), all warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) in relation to the Goods are, to the fullest extent permitted by law, excluded from the Contract.
  11. Cancellation by the Buyer
    1. The Buyer may cancel or suspend the Contract once it has been accepted by the Company only with the Company’s prior written consent following agreement by the Buyer to reimburse the Company in an amount to be determined by the Company.
  12. Termination by the Company
    1. The Company shall (without prejudice to any of its other rights hereunder) be entitled to terminate the Contract forthwith by written notice to the Buyer if the Buyer shall:
      1. become insolvent;
      2. fail to pay any amount falling due;
      3. suffer the appointment of a Receiver;
      4. pass a resolution for winding-up (other than for purposes of bona fide amalgamation or bona fide reconstruction);
      5. commit a breach of any term of the contract with the Company;
      6. cease or threaten to cease to carry on its business.
  13. Limitations of Liability
    1. The following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of the Contract, any representation, statement or tortious act or omission, including but without limitation, negligence arising under or in connection with the Contract.
    2. Subject to clauses 13.4 and 22, the liability of the Company to the Buyer shall at all times be limited to the amount of the price received by the Company for the Goods save and to the extent that any claim is a claim which is covered by any policy of insurance in favour of the Company in force at the time of the claim, in which case the liability of the Company shall be equal to the amount of insurance paid out by the insurer in respect of such claim.
    3. Subject to clauses 13.4 and 22, the Company will not be liable to the Buyer in contract, tort or otherwise for any economic loss of any kind (including but without limitation of loss of use, loss of profit, loss of anticipated profit, loss of business, overhead recovery, machining costs, revenue, or anticipated savings), any damage to the Buyer’s reputation or goodwill, any product recall or business interruption costs or any other special, indirect or consequential loss or damage (even if the Company has been advised of such loss or damage) arising out of or in connection with the Contract or for any loss that may be incurred by the Buyer as a result of the Company being unable to perform any of its obligations under the Contract due to any of its suppliers being in breach of their contract with the Company, or becoming insolvent or an order being made or effective resolution being passed for their winding up, or if such supplier is an individual if it is made bankrupt.
    4. Nothing in the Contract or these Conditions shall exclude or limit the liability of the Company for any death or any personal injury caused by the Company’s negligence.
    5. The provisions of this clause 13 shall survive the termination or expiry (for whatever reason) of the Contract.
  14. Indemnity
    1. Without prejudice to any rights implied by statute or common law, or under any provision of these Conditions, the Buyer shall indemnify the Company and keep the Company indemnified from and against any and all losses, liabilities, costs, claims, demands, expenses and fees (including legal and other professional fees), actions, proceedings and damages suffered or incurred by the Company arising out of or in connection with any act, inaction or omission of the Buyer, its employees, agents or sub-contractors.
  15. Force Majeure
    1. In the event of the Company being delayed in or prevented from performing its obligations under the Contract owing to any cause whatsoever beyond the Company’s control including without limitation act of God, war, terrorism, strikes, lockouts, trade disputes, difficulty in obtaining workmen or materials, breakdown of equipment, or any other cause, the Company will not be liable for any loss damage or expenses incurred and shall be at liberty to cancel or suspend the contract without incurring any liability arising therefrom, and the Buyer shall not be entitled to terminate the contract.
  16. Assignment and Sub contracting
    1. The Buyer will not without the prior written consent of the Company assign or transfer the Contract or any part of it to any other person.
    2. The Company may without the prior written consent of the Buyer assign, transfer or subcontract the Contract or any part of it to any other person.
  17. Notices
    1. Notices under these Conditions shall be deemed to be served on delivery when delivered by hand, on receipt of a printout confirming due transmission when transmitted by facsimile, or five (5) days after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective party at its registered office, or such other address as shall have been notified to the other party in writing.
  18. No Waiver
    1. No waiver by the Company of any breach of the Contract or of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision of the Contract.
  19. No Partnership or Joint Venture
    1. Nothing in the Contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Company and the Buyer or shall authorise either party to enter into contractual relationships or incur obligations on behalf of the other party.
  20. Severance
    1. If any provision of the Contract or these Conditions is held by any competent authority or a court of law to be invalid or unenforceable in whole or in part the remaining provisions of the Contract and the provisions of these Conditions shall remain in full force and effect.
  21. Contract (RIGHTS OF THIRD PARTIES) act 1999
    1. An entity which is not expressly a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
  22. Entire Agreement
    1. These Conditions and the acknowledgement of order represent the entire agreement between the parties relating to the sale of the Goods and supersede all prior agreements, arrangements and understandings relating to the sale of the Goods.
    2. The Buyer agrees that it will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of the Company prior to entering into the Contract upon which the Buyer relied in entering into the Contract, whether such representation was made orally or in writing. Nothing in the Contract or these Conditions will exclude or limit the liability of the Company for fraudulent misrepresentation.
  23. Law
    1. The contract shall be construed and interpreted in accordance with English Law and the parties hereto irrevocably submit to the jurisdiction of the English Courts.

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