Terms & Conditions of Sale

GENERAL

The ‘Seller’ is Crescendo Systems Limited

The ‘Buyer’ is any person or company who buys or has agreed to buy Goods from the Seller.

‘Goods’ means goods provided by the Seller in accordance with the Seller’s Standard Terms & Conditions of Sale.

These Terms & Conditions of Sale supersede any previous Terms & Conditions of Sale of the Seller.  Any variation of these Terms & Conditions must be confirmed in writing by the Seller and will not otherwise be valid.  Any waiver by the Seller of these Terms & Conditions of Sale on any occasion shall merely act as a waiver on that occasion and shall not affect the Seller’s right to enforce any of these Terms & Conditions on any further occasion.  No Terms & conditions stipulated by the Buyer shall have effect unless otherwise agreed in writing from the Seller.

PRICES – Unless otherwise stated all prices quoted by the Seller are:

1. exclusive of value added tax and any other taxes and duties.
2. exclusive of carriage, packaging and insurance.

• exclusive of any release certificates. The Seller shall charge extra in respect of these items. Prices to the Buyer are subject to change without notice after the date of Seller’s acceptance of Buyer’s order where Seller has incurred increased costs due to the currency exchange rate change, import duty change, increased freight charges, increased prices from supplier or surcharges. Where agreed call-offs are not adhered to by the Buyer the Seller reserves the right to amend the price structure in accordance with the quantities delivered.  In any event the Seller retains the right to invoice at the price ruling at the time of delivery.  The Seller reserves the right to amend prices to correct errors or omissions.

DELIVERY – All dispatch dates are estimated and are not guaranteed and do not form a term of this contract.  Whilst every endeavor will be made to comply with these dates, the Seller shall have no liability whatsoever for delay in despatch or delivery or for any loss occasioned thereby.  Late delivery does not entitle the Buyer to cancel the order.  Any shortages in delivery must be notified in writing to the Seller within three days.

PAYMENT – Payments are due on demand but in any case, must be paid no later than thirty days from receipt of invoice. Where payment is not made in accordance with the terms above hereof, the Buyer shall pay interest on any unpaid amounts calculated at 2% above our Banks base rate for the time being in force calculated daily.  The Seller reserves the right to suspend deliveries where payment is not received in accordance with these Terms & Conditions of Sale.  The Seller reserves the right at the Seller’s complete discretion to refuse to establish a credit account for any Buyer, to refuse credit to any Buyer notwithstanding that a credit account may already have been established, and to withdraw credit account facilities.  Without prejudice to the Seller’s other rights, a minimum charge of ten pounds will be levied on all returned cheques.

DAMAGE OR LOSS IN TRANSIT – Damage should be notified in writing to the Seller within three days of receipt, and the Goods held for inspection.  If the Goods are not received within four days of despatch, the Seller must be notified immediately.

OWNERSHIP – Ownership of the Goods will not pass from the Seller to the Buyer until payment is received in full (and any other monies owing to the Seller).  If payment is not made in accordance with these Terms & Conditions of Sale the Buyer will grant the Seller the right to retake possession of the Goods if the Buyer has not paid in full for the Goods in question.

Seller will only have the right to enter the Buyers premises during normal business hours and on giving the Buyer prior written notice and only for the purposes of taking possession of the Goods as is necessary to recover any sums not paid by the Buyer under the Agreement.

CANCELLATIONS AND RE-SCHEDULES – Requests to cancel or reschedule order(s) must be made in writing to the Seller.  The Seller is under no obligation to accept such cancellations or reschedules.  Without prejudice, the Seller reserves the right to make a charge on the Buyer to recover costs and loss of profit incurred by the Seller due to such a cancellation or reschedule.

WARRANTY – Unless otherwise stated, if any Goods are or become faulty or defective by reason only of use of defective materials or workmanship within a period of thirty days from delivery,  the Seller will at the Seller’s option either refund the price of such Goods or replace or repair such Goods provided that the Buyer shall have notified the Seller in writing of the fault or defect in the Goods, and shall have returned the faulty or defective Goods to the Seller for inspection in accordance with the returns procedure in section (9) herein.

Goods supplied to the Buyer by the Seller must not be used in any life critical applications by the Buyer or any other third party, without confirmation in writing by the Seller.  All other warranties, conditions and statements expressed or implied, statutory or otherwise are excluded.  Subject to the aforesaid the Seller shall be under no liability in contract or in tort for any loss, damage, death or injury arising directly or indirectly out of the supply, use or misuse of the Goods to the Buyer or any other third party.

RETURNS PROCEDURE – If any Goods are or become defective in accordance with section (8) herein.  The Buyer must obtain a RMA (Return Merchandise Authority) number from the Seller.  The RMA number will be valid for a period of seven days from the date of issue by the Seller.  The Seller reserves the right to refuse delivery of Goods after this period.  The Buyer may have to bear any losses due to price erosion or obsolescence if Goods are returned after the seven days.  Any Goods returned must have the RMA number marked clearly on the package.  The Seller reserves the right to refuse delivery of any Goods returned without an RMA number.  All Goods are returned at the Buyers own risk.

ERRORS AND DESCRIPTIONS – Every effort will be made by the Seller to ensure accuracy of any technical data or literature made available in relation to the Goods.  The Seller accepts no liability for any damage or injury arising from any errors or omissions in such technical data to the Buyer or any third party.  No contract can be invalidated due to printing or clerical errors.  Any descriptions of Goods are for guidance only and shall not constitute the contract ‘sale by description’.

TERMINATION OF LIABILITY – The Seller shall be relieved of all liability for obligations incurred to the Buyer and any other third party.  Whenever, and to which the fulfilment of such obligation is prevented, frustrated or impeded in consequence of any statute, rules, regulations, orders or requisitions issued by any national or foreign government department, council or other duly constituted authority or by reason of any strikes, breakdown of plant, accident, civil commotion, war, force majeure or any other cause beyond the control of the Seller.  Including but not limited to causes arising from acts or omissions of the Buyer

LAW – This agreement shall be governed by and construed in accordance with the laws of England and Wales.