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Ziath Ltd Standard Terms and Conditions of Sale
Interpretation
In these conditions:
"Seller" means Ziath Limited, Unit 2A Solopark Trading Estate, Pampisford, Cambridge, CB22 3HB,
United Kingdom.
"Company" means the Buyers’ organisation
"Conditions" means the standard terms and conditions of sale set out in this document and (unless
the context otherwise requires) includes any specific terms and conditions agreed between the Company
and the Seller.
"Contract" means the purchase order or contract for the sale and purchase of the Goods and (if
applicable) the supply and acquisition of the Services.
“Quotation” means either the final offer made by the Seller to the Company, or the current version
of the Seller’s price list.
"Delivery Address" means the address stated on the Company’s Order
"Goods" means the goods described in the Quotation which may include software.
"Order" means the Company's purchase order.
"Price" means the price of the Goods and/or the charge for the Services as written on the
Quotation.
"Services" means the services (if any) described in the Quotation.
"Warranty Period" means the stated warranty period provided by the Seller – normally twenty-four
months for optical devices or twelve months for electro-mechanical devices immediately following the
delivery of the goods to the Delivery Address.
"Writing" includes email, facsimile transmission and comparable means of communication.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
Basis of Purchase
The Order constitutes an offer by the Company to purchase the Goods and/or acquire the Services subject
to these Conditions, which has been accepted by the Seller by the issue in Writing of an order
confirmation to the Company.
These Conditions shall apply to the Contract to the exclusion of any other terms and conditions unless
the two parties agree in Writing to alternative terms and conditions.
No variation to the Order or these Conditions shall be binding unless agreed in Writing between the
authorised representatives of the Company and the Seller.
Specification and Confidentiality
The quantity, quality and description of the Goods and Services shall be as specified in the Order
and/or in any applicable specification supplied by the Seller or agreed in Writing by the Company and
the Seller.
If the Company supplies to the Seller whether prior to the Order or subsequent thereto, information
which the Company notifies the Seller is confidential the Seller shall not disclose such information to
any party without the prior written consent of the Company and upon demand from the Company shall return
all such information to the Company (or as it may direct) without keeping copies thereof. Such
information shall remain the exclusive property of the Company. The Seller shall procure that such of
its employees as are required to have access to the information for the purpose of performing the
Contract shall hold the information subject to the restrictions of this Clause. This Clause shall not
apply to information which is or becomes public knowledge through no fault of the Seller or its
employees.
If the Seller supplies to the Company whether prior to the Order or subsequent thereto, information
which the Seller notifies the Company is confidential the Company shall not disclose such information to
any party without the prior written consent of the Seller and upon demand from the Seller shall return
all such information to the Seller (or as it may direct) without keeping copies thereof. Such
information shall remain the exclusive property of the Seller. The Company shall procure that such of
its employees as are required to have access to the information for the purpose of performing the
Contract shall hold the information subject to the restrictions of this Clause. This Clause shall not
apply to information which is or becomes public knowledge through no fault of the Company or its
employees.
The Seller shall comply with all applicable regulations or other legal requirements concerning the
manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
If as a result of inspection or testing the Company can demonstrate that the Goods do not comply in all
respects with the Contract or Published Specifications of the product, the Company must inform the
Seller within seven days of inspection or testing in order that the Seller shall take such steps as are
necessary to ensure compliance.
The Goods shall be marked in accordance with any applicable regulations and properly packed and secured
so as to reach the Delivery Address in an undamaged condition.
Price
The Price of the Goods and Services shall be as stated in the Quotation and unless otherwise stated
shall be:
exclusive of any applicable local taxes (which shall be payable by the Company subject to
receipt of an appropriate invoice), and
exclusive of all charges for shipping, carriage insurance and delivery of the Goods to the
Delivery Address, unless specifically included in the Quotation, and any duties, imposts or
levies (other than local taxes referenced in 4.1.1).
No increase in the Price may be made (whether on account of increased material labour or
transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the
Company in Writing.
No decrease in the Price may be made (on account of errors or omissions made on the final invoice,
fluctuation in rates of exchange or otherwise) without the prior consent of the Seller in Writing.
Terms of Payment
Unless otherwise stated in the Order the Company shall pay the Price of all the Goods and (if
applicable) Services in the Order within thirty days after receipt by the Company of the Seller’s
invoice to be issued following shipment of the Goods and (if applicable) delivery of Services.
Delivery
The Goods shall be delivered to and the Services performed at the Delivery Address on or before the date
agreed between the Seller and the Company during the Company's usual business hours.
Where a date of the delivery of the Goods or of performance of the Services has not been formally
agreed,
that date will be as specified in the order confirmation provided by the Seller to the Company.
If the Goods are to be delivered or the Services are to be performed by instalments the Contract will be
treated as a single contract and not severable.
The Seller shall supply the Company in good time with any instructions or other information required to
enable the Company to accept delivery of the Goods and performance of the Services.
The Company shall return to the Seller the Goods and any packaging or packing materials if the Goods are
not
accepted by the Company due to a breach in these Conditions including damaged caused by any carrier or
by
natural phenomenon (eg. Flood). The cost of returning the Goods will be borne by the Company.
Where installation and/or commissioning forms part of the Order the Company shall make available at the
Delivery Address suitable access to Company property and personnel as required and specified by the
Seller
prior to the date of the delivery and the Seller shall install and fully commission the Goods at the
Delivery Address. If sufficient access to IT, Network and Technical staff is not available at the agreed
time of commissioning, the Seller reserves the right to make a charge for any repeat visit(s) to ensure
the
correct functioning of the apparatus.
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Company upon shipment from the Seller’s works
(FCA)
or upon delivery to the Company (CIF) in accordance with the Contract and the instructions contained in
the
Company’s order.
Title to the Goods shall pass to the Company at the point of loading on to the chosen carrier at
Seller’s
works (at the ship’s rail)(FCA).
Warranties and Liability
The Seller warrants to the Company that:
the Goods will be (and will remain so throughout the Warranty Period) of satisfactory quality
and
fit for any purpose defined in Writing by the Seller.
the Goods will be free from functional defects and will remain so throughout the Warranty
Period.
the Goods will correspond with any relevant specification or sample.
the Goods will comply with all statutory requirements and regulations relating to the sale of
the
Goods.
The Seller warrants to the Company that (if applicable) the Services will be performed by appropriately
qualified and trained personnel with due care and diligence and to such high standard of quality as it
is
reasonable for the Company to expect in the circumstances.
Without prejudice to any other remedy if any Goods or Services are not supplied or performed in
accordance
with the Contract then the Company shall be entitled:
to require the Seller at its cost to repair the Goods or to supply replacement Goods in
accordance
with the Contract, or
if the Seller repairs the Goods or any part of the Goods during the Warranty Period and such
Goods
or parts fail again the Seller shall promptly at its cost replace the Goods (or relevant
part(s))
with brand new goods and such replacement(s) shall have the benefit of a further six month
warranty
from the date the replacement(s) shall begin to function satisfactorily for the Company.
Neither the Seller nor the Company shall be liable to the other or be deemed to be in breach of the
Contract
by reason of any delay in performing or any failure to perform any of its obligations in relation to the
Goods or the Services if the delay or failure was beyond the party's reasonable control. Without
prejudice
to the generality of the foregoing the following shall be regarded as causes beyond either party's
reasonable control:
Act of God, explosion, flood, tempest, fire or accident.
war or threat of war, sabotage, insurrection, civil disturbance or requisition.
acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of
any
governmental, parliamentary or local authority.
import or export regulations or embargoes.
strikes, lockouts or other industrial actions or trade disputes.
failure of the internet or public communication network, hacker attack, computer disablement due
to
virus infection or malicious software attack
If the Goods include Software the Seller shall throughout the Warranty Period make available to the
Company at no extra cost all revisions and updates relating thereto.
Termination
Without prejudice to any of its other rights or remedies either party shall be entitled to cancel the
Order by giving notice to other party if the other party commits a material breach of the Contract.
The Seller shall be entitled to terminate the Contract without liability to the Company by giving notice
to the Company at any time if:
the Company makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act
1986) or (being a company) becomes subject to an administration order or goes into liquidation
(otherwise than for the purpose of amalgamation or reconstruction), or
an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the
Company, or
the Company ceases to carry on business, or
the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to
the Company and notifies the Company accordingly.
General
The Seller reserves the right as operational requirements dictate to assign or transfer to any other
person any of its rights or sub-contract any of its obligations under the Contract without the consent
of the Company in order to fulfil the terms of the contract.
Any notice required or permitted to be given by either party to the other under these Conditions shall
be in Writing.
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.
The Contract shall be governed by and construed in accordance with the laws of England.
