Standard Terms and Conditions
- Application and Entire Agreement
1.1 These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (“Goods”) to the buyer / purchaser (the “Customer”) from Radiographic Accessories Limited a company registered in England under number 2904032 whose registered office is at Guisley Way, Durham Lane Industrial Park, Stockton-on-Tees, England. (“We” or “Us”)
1.2 These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between Us and the Customer.
1.3 These Terms and Conditions (together the Contract) apply to the purchase and sale of any Goods between Us and the Customer, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Radiographic Accessories Limited is the owner and sole manufacturer of the famous RADAC brand products. RADAC® is a registered trade mark owned by Radiographic Accessories Limited.
2.3 All orders for products and services as displayed on the RADAC website at http://radac.co.uk or in the RADAC catalogue and accepted by Us are subject to these Terms and Conditions.
2.4 All descriptions of the products and services contained on the RADAC website, RADAC catalogue or otherwise communicated to any buyer / purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Us and the Customer. We shall not be liable to the Customer for any errors or omissions on the RADAC website, the RADAC catalogue or other product advertisements.
2.4 We are a business-to-business supplier. The RADAC website and catalogue is intended for use by business customers and not by private individuals acting as consumers. Notwithstanding the foregoing, nothing in these Terms and Conditions shall affect the statutory rights of a Customer who deals as a consumer.
2.5 No waiver by Us for any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
3.1 The headings in these Terms and Conditions are for convenience only and will not effect the interpretation.
3.2 Words imparting the singular include the plural and vice-versa.
4.1 Except as otherwise stated under the terms of any quotation or in any Price list provided by Us, and unless otherwise agreed in writing between Us and the Customer, all prices provided by Us are on an ex-works basis.
4.2 The price of Goods or Services (“Price”) is set out in our quotation current at the date of your order or such other price as we may agree in writing.
4.3 You may be entitled to discounts. Any and all discounts will be at our discretion and may be withdrawn or modified at any time.
4.4 The Price is exclusive of any fees for packaging and transportation / delivery.
4.4 The Price is exclusive of any applicable Taxes or Levies that are imposed or charged by any competent authority.
4.5 We may increase the Price prior to delivery if the cost of Goods to Us increases due to any factor outside of our control including, but not limited to, material cost, labour cost, exchange rates changes or changes to duties and delivery rates. Any increase in price under this clause will only take place after notification has been given.
- Order cancellation and alteration
5.1 Either party may cancel for any reason prior to an acceptance of a quotation and an order being placed and accepted.
5.2 Our quotations are valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time or otherwise stated.
5.3 We reserve the right to decline to trade with any company or person. We may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Us. Further, We may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Us. If We reject or cancel an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
5.4 We may, at our discretion and in writing, allow an order to be cancelled subject to Us recovering the costs incurred from the Customer.
6.1 We reserve the right to terminate the Contract where:
- The Customer commits a material breach of their obligations under these Terms and Conditions.
- The Customer becomes, or in our reasonable opinion is about to become, subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
- 7. Delivery
Any dates quoted for delivery of the Goods are approximate only. We shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Us in writing. The goods may be delivered by Us in advance of the quoted delivery date upon giving reasonable notice to the Customer.
8.1 The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation the Customer acknowledges that they have not relied upon any statement, promise or other representations about the Goods by Us. Descriptions of the Goods as set out in our sales documentation are intended as a guide only.
8.2 We can make any changes to the specification of the Goods which are required to conform to any safety or other statutory or regulatory requirements.
- Intellectual Property Rights
9.1 The Customer acknowledges that We own the intellectual property rights in the RADAC website, the RADAC catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without our prior written consent is prohibited.
- TERMS OF PAYMENT
10.1 Subject to any special terms agreed in Writing between the Customer and Us, We shall be entitled to invoice the Customer for the Price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event We shall been entitled to invoice the Buyer for the price at any time after We have notified the Customer that the Goods are ready for collection or (as the case may be), We have tendered delivery of the Goods. The Customer shall pay the price of the Goods without any deduction by the end of the month following the date of our invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
- Limitation of liability
11.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
11.2 We shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.3 Subject to the clauses below on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
- Limitation of liability (continued)
11.4 If we do not deliver Goods, our liability is limited, subject to the clause below, to the cost and expenses incurred by the Customer in obtaining replacement Goods of similar description and quality in the cheapest market available less the Price of the Goods.
11.5 Our total liability will not, in any circumstances, exceed the total amount of the order Price payable by the Customer.
11.6 We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
- any direct, special or consequential loss, damage, cost or expense; and / or
- any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill;
iii. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
- any losses caused directly or indirectly by any failure or breach by the Customer to your obligations; and / or
- any loss relating to the choice of the Goods and how they will meet the Customers purpose or the use by the Customer of the Goods supplied.
12.1 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are provided by Us in good faith based on the information available to Us at the time of compilation. We make no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to Us. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export
12.2 Some products sold by Us maybe subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
12.3 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
12.4 The Customer certifies that products purchased from Us will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
- Inspection and Acceptance of Goods
12.1 The Customer must inspect the Goods on delivery or collection.
12.2 If the Customer identifies any damages or shortages, the Customer must inform Us in writing within 3 days of delivery or collection, providing full details.
12.3 Other than by agreement, We will only accept returned Goods if We are satisfied that those Goods are defective and if required, have carried out an inspection.
12.4 Subject to the Customers compliance with this clause and / or our agreement, the Customer may return the Goods and We will, as appropriate, repair, or replace, or refund the Goods or part of them.
12.5 We will be under no liability or further obligation in relation to the Goods if:
- if the Customer fails to provide notice as set above ; and / or
- if the Customer makes any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
iii. the defect arises because the Customer did not follow our oral or written instructions about the storage, commissioning , installation, use and maintenance of the Goods; and / or
- the defect arises from normal wear and tear of the Goods; and/or
- the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by the Customer , the Customers employees, agents or third parties.
12.6 Acceptance of the Goods will be deemed to be upon inspection of them by the Customer and in any event within 3 days after delivery or collection.
- Risk and Title
13.1 The risk in the Goods will pass to the Customer on completion of collection or delivery.
13.2 Title to the Goods will not pass to the Customer until we have received payment in full (in cash or cleared funds) for; (i) the Goods and / or (ii) any other goods or services that we may have supplied the Customer in respect of which payment has become due.
13.3 Until the title of the Goods has passed to the Customer, the Customer must (i) hold the Goods on a fiduciary basis as our bailee; and/or (ii) store the Goods separately and not remove, deface or obscure any identification mark or packaging on or relating to the Goods; and /or (iii) keep the Goods in satisfactory condition and keep them insured against all risk for their full price from the date of delivery.
- Force Majeure
14.1 A force majeure event is any event beyond the reasonable control of Radiographic Accessories Limited (including but not limited to strikes, traffic congestion, the downtime of any external line, or Radiographic Accessories Limited inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Radiographic Accessories Limited is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Radiographic Accessories Limited shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than Ten days, Radiographic Accessories Limited may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
- Law and Jurisdiction
15.1 The contract between Radiographic Accessories Limited and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the English courts, but Radiographic Accessories may enforce the contract in any court of competent jurisdiction.
15.2 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties’ express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.