ICS2 LIMITED TERMS AND CONDITIONS OF SALE
Orders are accepted and goods are sold by iCs2 Limited (“the
Seller”) only on the following terms and conditions
and to the exclusion of all other terms and conditions unless
expressly accepted in writing by the Seller. If the Buyer’s
order is inconsistent with these conditions the Seller’s
acceptance of the Buyer’s order shall constitute a counter
offer and the Buyer shall be deemed to have accepted these
Conditions unless it notifies the Seller to the contrary within
5 days of receiving the Seller’s acceptance of the order.
The “Buyer” means the person named overleaf to
whose account the goods are to be charged and shall include
any company or corporation which is within the meaning of
S154 of the Companies Act 1948 a subsidiary or holding company
of the Buyer or any Subsidiary of any such holding company.
The headings of the clauses of these conditions are for
Unless otherwise agreed the Seller will only be obliged to
accept orders given within seven days of the date of its tender
or quotation, where the LME in £UK has moved by more
than 3% from date of tender or quotation the Seller reserves
the right to adjust the price to reflect LME change.
i. Unless otherwise specifically provided for , the point
of delivery shall be reached when the goods are delivered
to or tendered for delivery at the Buyer’s premises
or the premises of a consignee named by the Buyer or the agreed
destination point or are collected by or are available for
collection by the Buyer or by a carrier paid by the Buyer,
whichever of such events takes place first, and notwithstanding
that the cost of carriage or part thereof may be subsequently
refunded or allowed by the Seller. The risk in the goods shall
(subject to these conditions) pass to the Buyer when the point
of delivery is reached.
ii. The Seller will as far as possible adhere to the applicable
delivery dates, but no delay in delivery shall entitle the
Buyer (save and except as is provided in these Conditions)
to reject the goods or treat the contract as repudiated or
claim damages unless the duration of such delay exceeds six
months from the relevant applicable delivery date.
iii. The Seller may deliver by instalments and each instalment
shall be deemed to be sold under a separate contract, and
no failure of or delay in delivery of any instalment nor any
defect in the contents thereof shall entitle the Buyer to
treat the contract as repudiated with regard to any remaining
iv. All deliveries must be taken up by the applicable delivery
date which, if no date is stated, will be 3 months from the
date of issue of the Confirmation of Order of the goods by
the Seller. If it is necessary for the Buyer to supply any
particulars in relation to the goods or to do any other act
in order to enable the Seller to effect deliveries, such particulars
must be supplied or such other act done in sufficient time
to enable the Seller to effect delivery by the applicable
delivery date. If by reason of the Buyers default goods have
not been taken up or delivered by the applicable delivery
date, the Seller may (without prejudice to its right to claim
damages) either suspend delivery of those goods or treat the
contract as repudiated as regards those goods. The Buyer shall
in addition be responsible for all additional costs, charges
or expenses incurred by the Seller if the Buyer shall refuse
to accept delivery of the goods.
v. The Seller reserves the right to modify its published specifications
and construction of the wire and cable products sold to a
specification whenever such modification is necessary in order
to comply with any standard’s ruling ,directive or order
which the Seller considers applicable or whenever the Seller
otherwise deems it necessary or advisable to make such modification.
vi. Unless otherwise specifically agreed in writing the Seller
reserves the right to deliver more or less than the quantity
of goods specified according to the following schedule.
vii. All wire and cable products supplied will be +10% / -5%,
60 metres minimum length on any ordered quantity.
viii. Provided that any deviation in the goods delivered are
within the above schedule then (not withstanding any quantity
specified in any contract or Confirmation of Order) the Seller
shall invoice the Buyer with the actual quantity delivered
and such actual quantity shall for all purposes of these Conditions
be regarded as the goods.
3. TITLE & RISK
i. Until such time as all sums owing to the Seller have been
paid the ownership of and title to the goods shall remain
with the Seller.
ii. The Buyer shall upon delivery to the Buyer of the goods
insure at the Buyer’s expense the goods to which the
Seller retains title against all insurable risks and, if desired
by the Seller provide to the Seller evidence that such insurance
has been so effected.
iii. At the Seller’s request the buyer shall co-operate
with the Seller in respect of all measures necessary to secure
the Seller’s rights under this Condition.
iv. The Seller shall be entitled at any time while monies
under any contract are outstanding to it, to notify the Buyer
of its intention to retake possession of the Seller’s
i. All sums due to the Seller under this or any other contract
shall be paid on the due date for payment which, except where
other payment terms are specifically agreed in writing by
the Seller, is 30 days after date of invoice. The Seller may
without prejudice to its other rights hereunder charge interest
on overdue accounts at the rate of 4% above Bank of Scotland
Base Rate for the time being in force.
ii. The Seller shall (without prejudice to its other rights
contained in these Conditions or otherwise) be entitled:
a. at any time after the due date for payment to the Seller
whether under this contract or any other contract between
the Seller and Buyer(or before such due date in the event
that serious doubts arise as to the Buyer’s solvency
in the Sellers absolute discretion) or
b. upon the appointment of a receiver or manager of the whole
or any part of the Buyer’s undertaking or assets, or
c. upon the passing of a resolution or the making of an order
to wind up the Buyer , or
d. if execution is levied upon any of the Buyer’s goods
or if any judgement or decree is entered against the Buyer
which is not satisfied within 14 days , or
e. if the Buyer shall compound with the Buyer’s creditors
or enter into any Deed or scheme of arrangement ,composition,
moratorium or similar act ,or
f. if the Buyer shall contravene or fail to observe or perform
the Buyer’s obligations under any of these Conditions
or is in breach of any other contract between the Seller and
the Buyer to give notice in writing to the Buyer to pay immediately
the full price of such goods as then have already been delivered
to the Buyer under this contract or any other contract between
the Seller and Buyer.
Such notice may, if the Seller at its absolute discretion
so wishes, stipulate that unless all sums due under this or
any other contract are paid forthwith the Seller will (without
prejudice to its other rights contained in these Conditions
or otherwise) cancel this contract and if payment is not made
forthwith treat this contract as repudiated and wrongfully
determined and recover damages accordingly.
iii. If the price is expressed in pounds sterling the pound
sterling shall constitute both the currency of payment and
currency of account. If the price expressed in whole or in
part in any currency (“Foreign Currency”) other
than pounds sterling the Foreign Currency shall constitute
for the whole(or if part for that part thereof)both the currency
of payment and the currency of account.
i. The Seller warrants the goods against defects in design,
materials and workmanship which become apparent within, the
shorter of, the balance remaining of the warranty given by
the manufacturer to the Seller or 12 months of the date of
delivery of the goods to the Buyer.
ii. The periods referred to in (i) above shall herein after
be called “the warranty period”.
iii. The Sellers obligation under this warranty is limited:
a. To repairing or at it’s option supplying on an exchange
basis replacements for any defective goods or parts thereof
and making good any defect or defects in the goods which may
develop under normal and proper use within the warranty period.
iv. In the event of the Buyer becoming aware of a defect in
goods during the warranty period the Buyer shall promptly
supply the Seller with written particulars of such defect
or deficiency, use its best endeavours to provide all information
and particulars necessary to enable the Seller or its agents
to verify the notified particulars and to ascertain the nature
and cause of the defect or deficiency claimed and shall afford
the Seller and/or its agent full and proper access and facilities
for the making good of the defect or deficiency
v. The above warranty shall not apply to any defect in the
goods where such defect is caused in whole or in part by:
a. The installation, storage, use, maintenance or repair of
the goods in a manner reasonably considered by the Seller
to be improper;
b. The Buyer and/or any user of the goods or of products incorporating
the goods and/or any third party called in by the Buyer and/or
such user as aforementioned changing or adding to the goods
without the express permission in writing of the Seller
c. Any other act of the Buyer or any third party
vi. The Seller shall be under no liability whatsoever for
any loss or damage which results from or is caused by erroneous
information or lack of information supplied by the Buyer as
to the Buyer’s requirements in relation to the specification
or use of the goods.
vii. The Seller shall be under no liability whatsoever to
repair, replace or make good any loss which results from defects
or depreciation caused by damage in transit in circumstances
outside the Seller’s control; wear and ,accidents, neglect,
misuse, dampness, abnormal temperature or other conditions
or circumstances beyond the Seller’s control.
viii. All liability under the warranty provisions ceases at
the expiration of the warranty period.
ix. The Seller shall not be liable in respect of any loss
or damage of whatsoever kind or howsoever caused whether by
reason of the negligence of the Seller or otherwise, to premises,
plant or other physical property. In the event of legal liability
being established the Seller shall not be liable to pay damages
arising from the aforesaid loss or damage.
x. Save as expressly provided for in the contract for supply
the Seller shall in no circumstances be liable for the following
loss or damage howsoever caused and howsoever arising whether
by reason of the Seller’s negligence or otherwise, even
if such loss or damage was or ought reasonably to have been,
in the contemplation of the parties at the date of the contract
for supply as being likely to occur;
a. Economic loss, which shall include, without limitation,
loss of profits, reputation, goodwill, business use, use of
interest, services of employee or agent, anticipated savings,
expenses rendered futile by the breach and expenses caused
by the breach;
b. Any other consequential or indirect loss or damages;
c. Any claim made against the Buyer by any other party; In
the event of legal liability being established the Seller
shall not be liable to pay damages arising from the aforesaid
loss or damage.
6. EVENTS BEYOND THE CONTROL OF THE SELLER
i. The Seller does not accept liability incurred under the
contract for supply wherever and to the extent to which the
fulfilment of the Seller’s obligation is prevented frustrated
impeded and/or delayed as a consequence of any “force
majeur” and/or any occurrence whatever beyond the control
of the Seller, such to include, without prejudice to the generality
of the foregoing;
a. Act of God, fires, floods or other casualties;
b. Wars, riots, civil commotion, embargoes, governmental regulations
inability to obtain necessary materials from the Seller’s
usual source of supply;
c. Shortage of transport facilities or delays in transit;
d. Existing or future strikes or other labour troubles affecting
the performance thereof whether involving the Seller’s
employees, or employees of other and regardless of the responsibility
or fault on the part of the employers;
e. Failure in whole or in part of power supplies.
ii. The Seller undertakes however to make every reasonable
endeavour within its power to overcome difficulties arising
in connection therewith but reserves the right to cancel suspend
or vary its obligations under the contract of supply and in
the event of shortages of goods or of available resources
for their production storage or delivery or continued difficulty
in rendering services arising from any of the events or circumstances
referred to above ,the Seller reserves the right to allocate
as it may think fit .
i. The Buyer agrees to indemnify the Seller against any loss,
damage, costs, claims or expenses incurred by the Seller in
respect of liability established against the Seller by a third
party arising out of or in connection with the contract of
8. PATENT INDEMNITY
i. When goods are made or adapted by the Seller in accordance
with the Buyer’s specifications, the Buyer shall indemnify
the Seller against all costs, claims and expenses incurred
by the Seller in respect of the infringement or alleged infringement
by such goods of any patents, registered designs, trade marks
or other rights belonging to third parties.
9. BUYER’S PROPERTY
i. Any material or property of the Buyer or material or property
supplied to the Seller by or on behalf of the Buyer is supplied
entirely at the Buyer’s risk and the Seller will not
be liable or held responsible for any loss or damage to such
material or held responsible for any loss or damage to such
material or property whether or not attributable to the acts,
defaults, or negligence of the Seller or any of the Seller’s
employees or agents.
10. SCOTTISH LAW
i. The formation, construction and performance of all contracts
for supply shall be governed in all respects by Scottish Law.
The Buyer and Seller hereby agree to submit to the non-exclusive
jurisdiction of the Scottish Courts.
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