Terms & Conditions

CONICA LIMITED – CONDITIONS OF SALE – AUGUST 2020

1. APPLICATION
These Conditions apply to the sale or supply of goods, works and services by CONICA LIMITED (company number
02547695), registered in England and Wales, and registered office at Conica, Jessop Way, Newark, Nottinghamshire,
England NG24 2ER.
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions: In these Conditions and any contract which incorporates them: “we”, “us” and “our” mean the company
referred to in Condition 1; “you” and “your” mean the person who is the buyer in the Contract Terms; “Completion”
means (a) for Goods, when they are delivered to you, and (b) for Services, when they have been substantially
completed; “Conditions” means the terms and conditions of sale set out in this document; “Consumer” means where
you are purchasing the Goods or Services for purposes which are wholly or mainly outside your trade, business, craft
or profession; “Contract” means the contract which incorporates these Conditions; “Contract Terms” means (a) any
terms incorporated by a Framework Agreement, (b) any Quotation, (c) any order from you, on the basis of which the
Contract was made, excluding any terms proposed by you, (d) any Order Acceptance from us, (e) these Conditions,
and (f) any document issued by us which specifically indicates that it forms part of the Contract Terms and each of items
(a) to (f) shall take precedence over each such item listed before it; “Contract Price” means (a) our prices, rates and
charges for the Deliverables stated in the Contract Terms, (b) our charges for all extras under Condition 9.2, and any
other charges we are entitled to make under the Contract; “Deliverables” means all Goods and Services ; “Delivery
Address” means the premises stated in the Contract Terms, or, if not stated, our premises; “Framework Agreement”
means any written signed framework agreement between you and us, which incorporates into the Contract any prices
and/or terms; “Goods” means all components, parts, raw materials and other goods to be sold by us under the Contract,
as listed in the Contract Terms, and, where the context admits, the goods actually delivered under such sale or their
replacements; “Order Acceptance” means any acceptance or counter-offer from us in respect of any order or offer
from you, on the basis of which the Contract was made; “Quotation” means any quotation or proposal from us, and in
relation to the Contract, any such quotation or proposal on the basis of which the Contract was made; “Services” means
any services or works to be supplied under the Contract as detailed in the Specification, and, where the context admits,
all services and works actually supplied under the Contract; “Specification” means all written quantities, specifications
and other descriptions for the Deliverables in any document issued by us forming part of the Contract Terms; “VAT”
means value added tax and other consumption taxes applicable to the Contract, Contract Price, or Deliverables, in any
country in the world;
2.2 Interpretation: In the Contract reference to: (a) any gender includes every gender; (b) the singular includes the plural
and vice versa; (c) any legislation includes any future amendment or replacement of it at any time; (d) any person,
includes any individual, partnership, company, corporation, government body, or other legal entity; (e) “liability” or “liable”
includes liability under or for breach of the Contract or any other contract, for tort, for negligence (including tortious or
contractual), under or for breach of any legislation or other law, for breach of statutory duty, for restitution, and for nonfraudulent misrepresentation, and any other liability whatsoever; and (f) “include” or “including” shall be deemed to be
followed by the words “(without limitation)”.
3. CONTRACT FORMATION
Our Quotations are an invitation to treat and not a legal offer, and to proceed with a Quotation, you must submit an
unconditional order against it. Your order is your legal offer to contract on the Contract Terms, but no contract is formed
until your order is accepted by us, including by means of an Order Acceptance.
4. CONTRACT TERMS
The Contract Terms represent the entire agreement between you and us concerning the subject matter of the Contract
to the exclusion of any other terms that you may seek to impose or incorporate or which are implied by law, trade
custom, practice or course of dealing. You acknowledge that you have not been induced to enter into the Contract by
any representation from us, and you agree that we have no liability to you for misrepresentation, unless it was made by
us fraudulently. There shall be excluded from the Contract any terms proposed by you.
5. SUPPLY
We agree to sell, supply and deliver, and you agree to purchase and take delivery of, the Deliverables, on the Contract
Terms, for the Contract Price.
6. WARRANTIES AND LIABILITY
6.1 Warranty: We warrant that on delivery and for a period of 12 months from the date of delivery the Goods will (a) conform
in all material respects with their description and any applicable Specification; (b) be free from material defects in design,
material and workmanship and (c) subject to Condition 6.3 be of satisfactory quality (within the meaning of the Sale of
Goods Act 1979). We warrant that we will supply the Services in accordance with any applicable Specification in all
material respects and using reasonable skill and care.
6.2 Warranty Exceptions: We will not be liable for any failure of the Goods or Services to comply with the warranty in
Condition 6.1 if (a) the defect in the Goods was or should have been apparent from an inspection of the Goods following
delivery and you failed to notify us of that defect within the time period specified in Condition 6.5; (b) the defect has
arisen as a result of us following a drawing, design or specification supplied by you; (c) the defect has arisen as a result
of a failure to comply with our oral or written instructions as to the storage, handling, transportation, use, installation,
maintenance, cleaning or repair of the Goods; (d) the defect has arisen as a result of the incorrect installation of the
Goods, any errors or faults in the installation process or failure to follow good trade practice in relation to the installation;
(e) the defect has arisen as a result of fair wear and tear, wilful damage, incorrect usage, abnormal working conditions,
negligence or accident; (f) at the time you give notice of the claim under Condition 6.6 you have not paid the Contract
Price in full for the Goods or Services which are the subject of the claim or (g) the Goods or Services differ from their
description or Specification as a result of changes made by us to ensure that they comply with applicable statutory or
regulatory standards.
6.3 Fitness for Purpose: The warranty in Condition 6.1c includes a warranty that the Goods will be fit for their purpose
provided that they are used for the purpose specified by us and in accordance with the technical information supplied
by us. We do not warrant that the Goods are fit for purpose if they are used by you in a manner or for a purpose which
does not comply with our technical information.
6.4 Samples: The Goods are not sold by reference to a sample and are only sold by reference to a written description or
Specification. Any samples which we do provide are for guidance purposes only and we do not guarantee that the
Goods supplied will exactly match the sample.
6.5 Inspection: You will inspect the Goods on delivery and notify us of any defects which are apparent or should have been
apparent from that inspection within 3 days following delivery.
6.6. Notification of Claims: If you discover that the Goods or Services do not comply with the warranty in Condition 6.1 then
you will notify us in writing within 14 days following such discovery and in any event prior to the expiry of the warranty
period in Condition 6.1. Following receipt of such written notice (a) you will supply us with the batch numbers of the
Goods, photographs and such other information as we may require to enable us to investigate the claim; (b) you will
permit us to examine the Goods or Services at your premises or the premises where the Goods are stored or located
or where the Services were performed; (c) if required you will at your cost return the Goods to our premises and (d) if
following investigation of your claim we are of the opinion that we have no obligation to comply with Condition 6.7 then
you will, if required by us, reimburse the costs which we have incurred in investigating the claim.
6.7 Remedy for breach of warranty: Subject to Condition 6.2 and provided that you have complied with the requirements
under Condition 6.6 we will in respect of any Goods or Services which do not comply with the warranty in Condition 6.1
at our option either repair or replace the Goods, reperform the Services or refund the Contract Price of the Goods or
Services in full.
6.8 No further liability. Subject to our obligations under Condition 6.7 we will have no liability to you whatsoever for any loss
or damage incurred by you arising from the failure of the Goods or Services to comply with the warranty in Condition
6.1.
6.9 Repairs or Replacements: If we repair or replace any Goods or reperform Services under Condition 6.7 then the terms
of this Condition 6 will apply to the repaired or replacement Goods or the reperformed Services but the warranty period
which applies to them under Condition 6.1 will be the remainder of the warranty period which applied to the original
Goods or Services supplied.
6.10 Consumers: If you are dealing as a Consumer then nothing in these Conditions will affect or diminish your statutory
rights.
6.11 Exclusion of implied terms: The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4
and 5 of the Supply of Goods and Services Act 1982 are to the fullest extent permitted by law excluded from the Contract.
6.12 Non-Excluded Liability: We do not exclude or restrict our liability for (a) fraud or fraudulent misrepresentation, or (b)
breach of the implied terms as to title under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of
Goods and Services Act 1982, or (c) death or personal injury caused to you resulting from our negligence, or (d)
defective products under the Consumer Protection Act 1987.
6.13 Excluded Types of Loss: Except for the liability in Condition 6.12, we shall have no liability to you for the following:
(a) loss of bargain; (b) costs of procuring replacements for the Deliverables or rectification of the Deliverables from a
third party; (c) loss of profit, use, revenue, contract, business, repeat custom, or goodwill; (d) wasted, additional or
incidental expenses; (e) liability you have to any third party (including for death or personal injury); or (f) any special,
indirect or consequential loss of any kind.
6.14 Contract Cap: Except for the liability in Condition 6.12, our total liability to you under the Contract) shall be limited to
the Contract Price, in the aggregate.
7. TITLE TO THE GOODS
7.1 Reservation of Title: Subject to Condition 7.2, the Goods shall remain our sole and absolute property, and title in the
Goods shall not pass to you until the later of the following: (a) the Goods have been delivered to you; (b) you shall have
paid to us in full in cash or cleared funds the whole Contract Price and all VAT thereon for all Deliverables; and (c) the
first point in time on or after delivery of the Goods when you owe no monies to us under this or any other contract or on
any other account whatsoever. Each of the above conditions shall be separate and severable.
7.2 Transfer of Title on Use or Resale: The Goods may be used in any goods, services or works of yours, and title to any
such Goods will pass to you when they are irrevocably and irremovably incorporated into your goods, services or works.
Goods expressly purchased for resale may be resold in the ordinary course of your business, and title will pass when
title is to pass to your customer under any such resale.
7.3 Storage of the Goods: Until title to them passes, you shall (a) store the Goods separately and make them readily
identifiable as our property, (b) maintain the Goods in satisfactory condition, (c) tell us where they are and permit us to
inspect the Goods on demand, and (d) not resell or create any security over the Goods except as permitted by Condition
7.2.
7.4 Termination of Right to Possession: Your rights to possess, use and resell the Goods shall automatically terminate
if (a) any amount payable you under the Contract, or any other contract with us, becomes overdue, or (b) any of the
events in Condition 11.1 (Insolvency) occurs, or (c) you act in a way that does or may breach Condition 7.3.
7.5 Right of entry: You irrevocably grant us a right to enter any premises where the Goods are or are reasonably thought
to be, with or without vehicles, to find and inspect them, and if your right to possession has ended, recover them.
8. DELIVERY AND TRANSFER OF RISK
8.1 Location: Delivery of the Goods and performance of the Services shall take place at the Delivery Address. In relation
to Goods: (a) if the Delivery Address is our premises then you will collect the Goods from there and we will load them
onto your delivery vehicle; and (b) if the Delivery Address is not our premises we will transport the Goods to the Delivery
Address and unload the Goods to the roadside. Delivery will be completed once the Goods have been loaded or
unloaded (as appropriate).
8.2 Timescales: We will endeavour to perform and Complete the Contract by any date or time stated in the Contract Terms,
or if none is stated, within a reasonable time. Any date or time for our performance of the Contract is an estimate only.
We shall not be liable for late delivery or performance.
8.3 Buyer Assistance: You shall provide such instructions, particulars, information, co-operation, assistance and materials
as may be specified in the Contract Terms or otherwise required by us to perform the Contract. You shall perform your
obligations under the Contract in a reasonable time and in sufficient time to enable us to perform the Contract. You shall
pay all taxes, duties and levies for import of the Deliverables to the country of the Delivery Address, and you shall comply
with all import formalities and obtain all import licences and authorizations.
8.4 Preparation of Delivery Premises: If the Goods are to be delivered or the Services are to be performed at any premises
other than ours, you shall (a) prepare the premises in accordance with our requirements and those of the manufacturer
of any Goods; (b) ensure that delivery and performance is not hindered by anything at those premises; (c) ensure that
such premises shall be safe; (d) ensure that there is good vehicle access to the premises and the location on the
premises where delivery or performance is to take place.
8.5 Arrangement for Delivery and Performance: You shall take delivery of the Goods and permit us to perform the
Services when tendered by us, and in any event within seven (7) days of notification from us. We may determine the
specific date and time when delivery or performance is to take place, which you shall strictly adhere to. We will only be
obliged to deliver and perform during our normal working hours.
8.6 Buyer Fails to Take Delivery: Your obligation to take delivery of the Goods and permit performance of the Services
shall be of the essence. If you fail to take delivery or permit performance when requested by us, or delivery or
performance is interrupted or prevented in any way by you, then: (a) we may treat this as a repudiatory breach and
terminate the Contract, or we may re-schedule delivery or performance to such later time as we may specify; (b) you
shall pay an additional reasonable charge for storage of the Goods pending re-delivery or performance; and (c) you
shall pay our wasted, additional and incidental costs and expenses suffered or incurred by us as a result.
8.7 Transfer of Risk: Risk of loss of and damage to the Goods shall pass when delivery has been completed.. From when
the risk of loss of and damage to the Goods passes to you to the point that title passes to you, (a) you shall indemnify
us against all theft, loss of and damage to the Goods however arising (unless caused us), (b) you shall insure the Goods
for their ex-works price against all usual risks of loss and damage, and (c) you shall hold upon trust for us absolutely all
proceeds of such insurance.
9. CONTRACT PRICE
9.1 Payment: You shall pay the Contract Price together with VAT thereon in accordance with the following Conditions.
9.2 Extras: The Contract Price is ex-works and does not include the cost of the following, unless expressly stated in writing
in the Contract Terms: (a) transport of the Goods (including packing, insurance in transit, carriage, freight, loading and
unloading); (b) travel, accommodation, and subsistence expenses; (c) taxes, duties and levies relating to the Contract,
Contract Price, the Deliverables, or import or export of the Deliverables; (d) export or import authorizations or any export
or import formalities; (e) variations to the Contract or Specifications, including additional goods or services; (f) correction
of your errors; (g) additional or wasted costs and expenses caused by your failure to adhere to our instructions or to
comply with the Contract Terms. You shall pay an additional reasonable charge for the above exclusions, as determined
by us in our sole discretion, which shall be added to the Contract Price.
9.3 Raw Materials Price Changes: We may unilaterally increase the Contract Price, by such amount as we may decide in
our sole and absolute discretion, to account for any rises in the price to us of any parts or raw materials used in the
Deliverables occurring after the date the Contract is made and before Completion.
9.4 VAT: The Contract Price is exclusive of VAT, which is payable in addition at the same time as the Contract Price.
9.5 Invoicing: Subject to clause 9.7 we will invoice the Contract Price for the Goods together with VAT, when the Goods
leave our warehouse and are ready to be delivered. We may invoice for the Contract Price and VAT for the Services
on Completion, or, at our option, we may invoice at the end of each calendar month for the Contract Price and VAT for
all Services carried out (in whole or in part) in that calendar month.
9.6 Payment of Invoices: Subject to clause 9.7 you shall pay our invoices within thirty (30) days of the date of the invoice,
in the currency of the invoice, in full, in cash or cleared funds. We may require payment of the Contract Price and VAT
immediately if we have any reasonable suspicion that you will be unable to pay or any event under Condition 11.1
occurs. We may bring an action for the Contract Price and VAT even though title to any Goods may not have passed to
you. The time for payment of the Contract Price and VAT shall be of the essence.
9.7 Payment in Advance: We reserve the right in certain circumstances to require the whole or part of the Contract Price
and VAT for Goods or Services to be paid in advance at the time of your order instead of in accordance with Conditions
9.5 and 9.6.
9.8 No Set-Off: You must pay the Contract Price and VAT in full without set-off, deduction, counter-claim, or withholding.
9.9 Interest: You shall pay interest on overdue amounts at the per annum rate of eight (8) per cent above the Bank of
England base rate from time to time, accruing daily, and payable on demand, both before and after any judgment.
10. IPR AND CONFIDENTIALITY
All intellectual property rights (including copyrights, design rights, registered designs, patents, rights to inventions, and
trademarks, and any similar rights in any part of the world) in the Goods, Specifications, and any drawings, manuals,
technical data, formulae or other documentation or information supplied by us, shall be and remain our absolute property
and that of any third party from whom we procure the same, and we grant no licences in relation to the same unless
expressly stated in writing in the Contract Terms. You agree to keep all of the above, and any information concerning
our business, products, and prices, confidential to us.
11. TERMINATION AND SUSPENSION
11.1 Insolvency: We may suspend or terminate the Contract, immediately on notice to you, if any of the following events
occurs: (a) you cease to carry on business; (b) you become or are deemed by law to be insolvent, bankrupt or unable
to pay your debts as they fall due; (c) you enter into any composition or arrangement with any of your creditors; (d) you
commence winding-up, liquidation or dissolution; (e) an administrator, administrative receiver or receiver is appointed
over all or any part of your business or assets; (f) you obtain any protection or postponement against any creditors; (g)
any step or action is taken or notice or demand is given to achieve any of the above; or (h) an equivalent or similar event
to any of the above occurs in relation to you in any jurisdiction in the world.
11.2 Breach: We shall have a right to suspend or terminate the Contract immediately on notice to you if: (a) any payment
due under the Contract, or any other contract with us, becomes overdue, and is not paid within seven (7) days of notice
from us; or (b) you otherwise breach the Contract, or any other contract with us, however minor the breach, and fail to
remedy the breach within seven (7) days of notice from us.
11.3 Effect of Suspension: Our rights of suspension shall entitle us to suspend performance by us of the Contact, and
performance of any other contract between you and us, for such period as we may specify. If at the end of such
suspension the circumstances giving rise to such right still exist, then we may extend such suspension, or proceed to
termination. Any suspension shall not prejudice our right to terminate, or be an affirmation of the Contract. If we suspend
performance but do not terminate the Contract you will pay for all reasonable costs and expenses incurred by us arising
from that suspension.11.4 Effect of Termination: If we can terminate the Contract due to any breach by you or
insolvency affecting you, including under Conditions 11.1 or 11.2, we shall be entitled also to terminate any and all other
contracts between you and us. If we terminate the Contract, or any other contract between you and us, then: (a) all our
invoices under the Contract or such other contracts shall be immediately due and payable; (b) we may bring an action
for the Contract Price and for the full price under such other contracts, even if title to any goods has not passed; and (c)
you shall, without giving us a right to double recovery, pay for the reasonable value of any goods delivered or works or
services carried out under the Contract or such other contracts and any costs incurred in providing the same, and in
addition an amount equal to the profit we would have made under the Contract and such other contracts and any wasted
costs.
12. FORCE MAJEURE
We shall have no liability for delay in performance, non-performance or breach of the Contract if this is caused by a
Force Majeure Event. A “Force Majeure Event” is: (a) any event beyond our reasonable control; (b) war, threat of war,
terrorism, sabotage, insurrection, riot or other acts of civil disobedience, epidemic or pandemic; (c) the act of any
government or legislature; (d) industrial action (including by our own employees); (e) lightning, fire, explosion, storm,
flood, earthquake, snow or ice, meteor strike, or drought; (f) shortages (including of fuel, utilities, labour, parts and raw
materials); (g) vandalism, theft and other criminal action of third parties; (h) interruption or failure of utilities; (i) where
we do not manufacture, any inability to procure the Goods at all, in time, or at a profitable price; (j) your breach, act or
omission; (k) any delay in performance, non-performance or of breach of any contract with us by any supplier, carrier
or sub-contractor. If a Force Majeure Event affects our ability to perform the Contract, we may cancel or suspend the
Contract. If any Force Majeure Event causes us to have insufficient stocks, supplies or resources to be able to meet all
contracts with you and our other customers, this shall also be a Force Majeure Event, and we may decide at our sole
option which of such contracts to perform, when and in what order, without liability to you.
13. GENERAL
You shall not assign, transfer, declare a trust over, sub-contract, sub-licence or charge the benefit of the Contract, or
any right, licence or obligation under it. We may assign or charge the Contract and any debts under it. Rights of third
parties, including under the UK Contracts (Rights of Third Parties) Act 1999, are excluded. Notices shall be in writing
and sent by courier, post, or e-mail to any address or number in the Contract Terms, or to any registered office or place
of business of the other party. Each of our rights and remedies under the Contract is in addition to and without prejudice
to our other rights or remedies under the Contract or law. No failure or delay by us in enforcing any term of the Contract,
or exercising any right or remedy, shall be a waiver of it. If all or part of a Contract Term is invalid, void, or unenforceable,
the remainder of it, and the other Contract Terms, shall continue in full force and effect. You shall indemnify us against
all fees, costs and expenses incurred by us (including court, lawyers’, and experts’ fees), in: (a) enforcing the Contract
and recovering debts due or Goods supplied under it; (b) recovering damages for breach of the Contract; and (c)
successfully defending legal proceedings brought by you to enforce the Contract. The Contract, and each claim
(including non-contractual) in connection with it, is governed by the laws of England and Wales, and you submit to the
exclusive jurisdiction of the courts of England and Wales in relation to the same. We may enforce the Contract in the
courts of England and Wales or any jurisdiction where you are established.