1. TENDERS - Tenders for the supply and delivery of goods or services are not binding on Zella Instrumentation & Control Ltd. Until our written acknowledgment of order has been issued to the purchaser and any alteration, addition or modification thereto shall require our written confirmation.
A qualified acceptance of our tender must be accompanied by sufficient information to enable us to confirm our acceptance. Acceptance of our tender implies acceptance of the following terms and conditions and no other terms and conditions unless otherwise accepted by us in writing.
A tender for "from stock" goods remains open for acceptance by a customer for 30 days unless specifically stated otherwise.
A tender "from stock" is subject to the goods being unsold on receipt of an order.
2. DOCUMENTS, DRAWINGS ETC, - Documents forming part of the tender and containing illustrations, drawings, or weights and dimensions, or other similar information are approximate only, unless proprietary rights and copyright to estimates and drawings and such documents shall not, without our consent, be made available to third parties. Alterations to designs are made from time to time to keep products up to date, and products sold may, therefore, vary from those illustrated.
3. TESTS - Our manufactured products are, where practicable, submitted to our standard test before despatch. If special tests are required these unless otherwise agreed shall be made at our works and will be charged extra.
4. CANCELLATION & VARIATION - Once an order has been accepted by us it may not be cancelled or varied except with our consent in writing, which in our discretion we may withhold or give either unconditionally or on terms which will indemnify us against any loss resulting from such cancellation or variation.
5. EXTRA COSTS - Should we incur extra cost owing to suspension and / or alterations of goods to a customer's instructions or a customer's inability to take delivery at the contract date, or through any fault of the customer, such extra cost will be added to the contract price.
6. TERMS OF PAYMENT - Online payment by Credit or Debit Card through our secure SAGEPAY portal, on account nett cash 30 days from the date of our invoice, unless previously agreed otherwise in writing. Export customers will be Pro-forma invoice in GBP only, VAT Charged unless customer provides us with a VAT number.
7. NEW ACCOUNTS - Two trade references and payment may be required against a pro-forma invoice.
8. PRICES - Prices are based on current website list price or agreed nett prices in writing, we reserve the right to amend our prices at any time, unless orders are outstanding at the agreed order date price.
9. DELAY IN PAYMENT - We reserve the right to withdraw without notice the facilities of any credit account which may be allowed to us in the event of default by the customer in punctual payment of monies due from the customer. All monies then owing by the customer shall thereupon become payable. Further, in such event we reserve the right to suspend despatches or reduce the rate of despatch no this or any other outstanding orders until all monies owing are paid in full.
10. DESPATCH - We shall use our best endeavours to adhere strictly to the despatch dates agreed. Any such date shall be calculated from the date of the order and our acceptance of the order to proceed with the manufacture or ex-stock despatch. Should goods not arrive within 7 days of despatch we should be informed so we may carry out a trace with the courier.
11. EXAMINATION OF GOODS - All goods should be examined immediately on their arrival as to quantity and condition. We must be informed immediately of any discrepancies. If the discrepancy concerns our packing/advice note, or breakages are found, we and the carrier must be informed within 7 days of arrival of the goods, otherwise no claim in this respect will be recognised by us.
12. FULFILMENT OF CONTRACTUAL OBLIGATION - Our obligation to effect despatch within the agreed period shall be subject to the fulfilment by the purchaser of their contractual obligations in respect of terms of payment.
13. CALL OFF ORDERS - Unless otherwise agreed in writing, despatch of goods ordered including those subject to despatch in a number of separate consignments to an agreed schedule must be completed within 12 months from the receipt of the order. If orders are incomplete in whole or in part at the end of 12 months from the date of receipt of the order by virtue of the customer having deferred the scheduled despatches, we reserve the right to re-negotiate despatch of the outstanding balance of prices and conditions applicable at the time.
14. GOODS RETURNED
(a) Any unused goods returned to us for credit or refund must be returned unused in the original packaging.
(b) Any goods returned to us for repair or servicing must be securely and safely packed and such goods are sent at the sender's risk.
15. CARRIAGE & PACKING - Goods are sold ex-works and carriage & packing are charged at the agreed price. We will despatch by our preferred courier unless the customer instructs us otherwise.
16. GUARANTEE - All products of our manufacture are inspected and tested by us at our works before despatch and we warrant they will perform the function specified by us provided that the relevant working conditions and requirements have been given by the customer. We undertake to repair at our works or replace free of charge any product or part of such product which is proved by us on inspection to be defective due to faulty design. material or workmanship, or which fails to perform the specified function under the conditions before mentioned within a period of 12 months from the date of despatch from our works. All other goods supplied by us as a stockist or supplier carry their standard manufactures warranty. Our guarantee does not cover, and we do not accept any liability for any other expenditure incurred or any claim for consequential loss or damage arising from such defect or failure.
17. CUSTOMER'S GOODS - Customer's goods sent to us must be delivered free and be duly advised. all such goods sent for assembly must be in good condition. and ready for assembly. Customer's goods whilst on our premises are at the customers risk in all aspects, we take great care in all our work to customers goods, but shall not be liable for any damage to or loss of such goods in the course of work however caused for any consequential loss, damage or injury arising thereout.
18. ARBITRATION - Any dispute arising out of the contact shall be settled between the contacting parties failing which it shall be referred to arbitration by a single arbiter to be agreed upon. The decisions of such an arbiter shall be final and binding on contracting parties.
The above terms and conditions shall alone prevail in respect of tenders given and orders accepted unless otherwise expressly and specifically agreed in writing. Any contract of sale entered into by the company and all rights and obligations thereunder shall be governed by and construed according to English Law.