Fishtrack Ltd. – Terms and Conditions
1. Definitions: for the purpose of these Terms and Conditions, the following words and expressions shall have the following meaning: "the Seller": Fishtrack Ltd. "the Buyer": such person that buys or agrees to buy the Goods. "the Goods": such instruments, equipment and/or parts thereof as are supplied under the contract for sale. “Installed System”: a system installed on site by the Seller.
2. Prices, Specifications of goods and Services and Delivery times are subject to change without notice. Unless otherwise agreed in writing by the Seller, Goods or Services will be invoiced at the prices (GBP) current at the time of dispatch. Quotations are valid for 30 days, do not constitute an offer and may be revised or withdrawn before acceptance of an order. Delivery/Completion dates are approximate and are/may be subject to delays beyond our control.
3. VAT is excluded from published and quoted prices and will be added to invoices for Goods or Services supplied in accordance with rates and legislation in force on the Shipping and Invoice date.
4. Carriage: Unless otherwise specified by special agreement confirmed in writing by the Seller, carriage on all deliveries will be added to the invoice at the rate applicable for the method used. Where the buyer opts to arrange collection, the Shipping and Invoice Date shall be the date of notification of availability; the Seller reserves the right to charge storage on uncollected Goods after 3 days.
5. Terms: The Seller may at its absolute discretion require payment at such date as it notifies to the Buyer in writing; otherwise, payment is due within 30 days of the Invoice Date. The Seller reserves the right to charge interest on overdue accounts at the rate of 4% per annum above Barclays Bank plc minimum lending rate on the outstanding balance accrued on a daily basis from the due date until full payment is received.
6. Title: The Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid the Seller the agreed price. The Buyer acknowledges that he is in possession of the Goods solely as a fiduciary for the Seller until all payment for such price has been made and shall insure the Goods against normal risks at his own expense. Until such time as the Buyer becomes the owner of the Goods, he will store them on his premises separately from his own goods or those of any other person and in a manner that makes them readily identifiable as the Goods of the Seller. The Seller may for the purpose of recovery of its Goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same. The Buyer may resell such Goods on the basis that the entire proceeds of the sale are held in trust for the Seller and shall not be mingled with other monies or paid into an overdrawn bank account and shall be at all times identifiable as the Seller's monies. Before property passes, the Buyer may incorporate such Goods in or together with any product manufactured by the Buyer in the course of his business provided adequate records to identify such goods are kept; should such product be sold before full payment of the agreed price has been made, good title to such product shall pass but the Buyer shall be liable to account to the Seller for the proceeds of such sale limited to the Buyer's invoice value of the Goods incorporated into such product.
7. Warranty: General: The Seller warrants the Goods to be free from defects in workmanship or material under normal use and service for a period of one year from the Shipment and Invoice Date and undertakes to repair or replace any parts which prove to be defective within that time or to repay the purchase price (not applicable to customised Goods) at the Seller's option provided that the Goods have been returned carriage paid within the warranty period. This warranty does not apply if the equipment has been abused, altered, used at ratings above the maximum specified, or otherwise misused in any way. All technical advice, recommendations and services are based on technical data and information which the Seller believes to be reliable and are intended for use by persons having skill and knowledge of the business, at their own discretion.
Note: Physical damage to antennae, solar panels and controllers, equipment and cabling howsoever caused (e.g. flood, water-bourn debris, vermin) is not covered by warranty.
Installed Systems: Every effort shall be made to ensure that a system is installed in a manner appropriate to the site conditions. It is however the overall responsibility of the Buyer to notify the Seller prior to installation, of specific site details (including other electrical / electronic systems already or to be installed on site) that may affect the system to be installed. The Buyer shall nominate a competent person capable of performing first line diagnosis of faults under the remote guidance of the Seller. Site visits to repair Installed Systems under warranty shall be at the sole discretion of the Seller.
8. Incorrect/damaged deliveries/services: the Seller shall not accept liability for shortages in quantity delivered or for damage to Goods or Services delivered unless notified within 7 days from delivery of the Goods or Services to the Buyer, or for non- delivery or supply of Goods or Services unless notified within 10 days of the Shipping and Invoice Date or stated start of Contracted Works.
9. Acceptance: all orders shall be subject to the Terms and Conditions contained or referred to in the Seller's Quotation, acknowledgement, and to those listed here and to no others whatsoever. No waiver, alteration or modification of these terms and conditions shall be binding unless in writing and signed by an executive officer of the Seller. All orders are subject to written acceptance by the Seller.
10. Liability: The obligations expressly undertaken by us under the Services Contract are all the obligations which we will agree to undertake or owe you in respect of the Services and they replace or exclude, to the full extent permitted by law, any obligations imposed on us or our servants or agents or otherwise by, or implied under, common law or statute. Provided that nothing in the Services Contract shall restrict or exclude liability for death or personal injury caused by the negligence of us or fraudulent misrepresentation or affect the statutory rights of you dealing as consumer.
These Terms;
10a. The mutual NDA (either signed by both parties or deemed as accepted by through of this quotation, either in writing, electronically, or by issue of a purchase order number, or through final settlement of the associated invoice),
10b. The Quotation and accompanying Terms and Conditions, are the only documents governing our relationship and we will have no liability for statements, representations (unless fraudulent) or inferences arising from discussions or documents which predate these Terms and the Quotation. If any such statements, representations or inferences are of importance to you, you should ensure they are expressly set out in the Quotation and accompanying Terms and conditions before signature or acceptance by other means (see 10a & 10b).
The Seller's/Suppliers total liability to the Buyer under any circumstances, including negligence, misrepresentation, breach of contract or otherwise shall not exceed the net invoiced price to the Buyer of any undelivered, damaged or defective Goods or Services. Where the Buyer requires a higher degree of liability and insurance is obtainable for such cover, the Seller may meet written requests on the basis that the Buyer shall reimburse the Seller for the premiums involved and will comply with any requirements of the insurers in effecting cover; in no event will the Seller be liable for more than any amount received from the insurers.
11. Confidentiality: Neither party will use or divulge or communicate to any person (other than to those whose province it is to know or with the other's permission) any confidential information concerning the business or affairs or customers of the other of which the parties may become aware during the course of the relationship and both parties will use their best endeavours to prevent the unauthorised publication or disclosure of any such information. This obligation will cease to apply to any information, which becomes public knowledge (without unauthorised disclosure) but will otherwise survive the termination of the relationship.
12. Propriety Information: We shall retain ownership of the entire copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, including all vested contingent and future rights of action and all other rights of whatever nature in and to the product of the Services whether now known or in the future created to which we are now or may at any time after the date of these Terms be entitled by virtue of or pursuant to any of the laws in force in any part of the world and, for the avoidance of doubt, we shall retain ownership of our working papers.
For the purposes of delivering services to you or other clients, we shall be entitled to use or develop knowledge, experience and skills of general application gained through performing the Services. One of the benefits which we bring to the relationship is our accumulated knowledge and experience. Whether or not contained in our methodologies, training materials and related documentation, we refer to it all as our know-how. While we will make use of our know-how in providing the Services, we must retain ownership of all rights in it and be free to use it for your benefit, and for the benefit of our other clients, in the future.
You agree that any audio-visual, visual, computer-based, or written materials, forms, programs, content, text, methods, ideas and concepts used by us in conjunction with the Services may not be reproduced or published in whole or in part by you unless approved by us, nor any derivative works be created.
You acknowledge that all our proprietary information and know-how are protected by applicable copyright, trade secret and other laws.
Our proprietary information and know-how shall not include information that you can demonstrate was within your legitimate possession before we disclosed it, or was in the public domain at the time of disclosure, or was disclosed to you by a third party which legitimately held the information and had the right to disclose it.
13. FORCE MAJEURE: the Seller will not be liable to the Buyer for any loss or damage caused directly or indirectly as a result of third party action or events beyond the reasonable control of the Seller preventing or delaying the supply of Goods or Services or making such supply uneconomic; this includes (but is not limited to) accidents, failure of equipment, industrial action, riot, war, flood, storm, earthquake, fire, Acts of God, raw material or labour shortages and or increased market costs.
14. Insurance: Fishtrack Ltd will maintain Public Liability Insurance throughout the duration of any works carried out.
15. General Provisions: Neither party shall have the right to assign or sublicense or otherwise dispose of any part of the benefit or burden of the Services Contract without written consent of the other.
Failure by either party to exercise or enforce any rights available to each shall not amount to a waiver of any rights available.
Each clause or term of the Services Contract or T&C's constitutes a separate and independent provision. If any of the provisions of the Services Contract or T&C's, are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
No variation of the Services Contract or T&C's will be valid unless confirmed in writing by authorised signatories of both parties after the date of signature of the Quote in question.
The Services Contract or acceptance of the Quotation shall be subject to and governed by the law of England and Wales and all disputes arising from or under the Services Contract or Services to the Quotation shall be subject to the exclusive jurisdiction of the courts of England and Wales.
A third party who is not party to these Terms and Conditions shall have no right to enforce any term of these terms, whether pursuant to the Contract (Rights of Third Parties) Act 1999 of Great Britain or otherwise, if Fishtrack Ltd is delayed or impeded in the performance of his/her obligations by any act or omission of the Client, its servants or agents.
16. Project Completion: Upon completion of the Services or supply of Goods to the Client, the Client has a Grace Period of 7 days from completion/receipt to confirm their acceptance and agreement of the Services completion or Goods as outlined in the accompanying Quotation and in accordance with any Variations. Any objection must be raised within this period. If no objection is raised within the Grace Period, Fishtrack Ltd has the right to assume the Clients acceptance of the Services completion and will request that the final balance be invoiced.
17. Legal Jurisdiction: The contract entered into between the Buyer and the Seller/Supplier (deemed entered into by virtue by signature of acceptance of valid Quotation, electronic confirmation, or provision of valid Purchase Order or settlement of valid Invoice) shall be governed by the laws of England and Wales and any claim or dispute arising from such contract shall be subject to determination by the courts of England.