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IONA MANAGEMENT SERVICES LTD – STANDARD TERMS AND CONDITIONS OF SALE.
These Terms and Conditions of Sale governs the purchase of goods and services from Iona Management Services Limited. By placing an order with us, you are agreeing in entirety to them.
In these conditions “the company” shall mean Iona Management Services Limited, “the purchaser” shall mean the person, firm or company who has been provided with a quotation or with whom any contract is made and “the goods” shall mean the goods and/or services agreed to be sold by the Company to the purchaser.
(1) QUOTATION AND ACCEPTANCE
All quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other items stipulated or referred to by the purchaser whether in its order or any other document, or in any negotiations or communication or course of dealing established between the Company and the purchaser.
No modification or amendment of these terms or addition thereto shall be effective unless made in writing and signed by a director of the Company
(2) DESCRIPTION OF AND STATEMENT AS TO GOODS
Save where the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s website, catalogues, brochures, price lists, quotations and publicity materials are approximate only and the Company shall not be liable for their accuracy unless they are expressly incorporated into the contract in writing.
All quotations offered and sales made are conditional that although the goods supplied are of sound commercial quality, no liability of any kind, howsoever interpreted as to their suitability, will be accepted by us and it is entirely the buyer’s responsibility to ensure compatibility of the goods or services offered with their intended duty. Any illustrations, drawings, data sheets or descriptions given in catalogues, brochures, on the Company’s web site or similar, or verbally by one of our representatives are provided only to give an approximate picture or description of the article concerned and do not form in any way the basis of any contractual liability and no warranty or condition that the article shall accord with such illustration, drawing or verbal representation is to be implied and any warranty or condition capable of arising is hereby expressly excluded. All drawings, data sheets and information unless otherwise stated are uncontrolled copies and not subject to automatic updates and are subject to alteration without notice. In the case of products requiring electrical connection only qualified electricians are to be used to make any electrical connections.
These terms represent the entire agreement between the Company and the purchaser relating to the goods and such terms supersede and the purchaser shall not place any reliance upon any statements, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the Company of the purchaser’s order) by the Company, its servants or agents as to any matter relating to the goods save where such statement, recommendations or advise is given in writing and signed by a director of the Company in response to a specific written request from the purchaser before or at the time of the Company’s acceptance of the order.
Prices quoted by the Company are those in effect at the date of quotation. Unless otherwise agreed in writing, the Company reserves the right to increase prices when it accepts the purchaser’s order so as to reflect one or more of the following:
Any variation that may have occurred in the costs of labour, materials, suppliers, overheads and transport.
Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods.
Any cost to the Company resulting from delay by the purchaser in giving to the Company information sufficient to enable it to supply the goods or provide the services or resulting from any alteration made at the request of the purchaser in the specification of the goods or in the place to which they are to be delivered or shipped.
The Company offers 30 day credit terms to approved applicants, the approval process and decision is entirely the Company’s and if credit is declined, no reason has to be given.
Unless otherwise agreed in writing, the price for the goods will be due and payable by the last business day of the month following delivery.
The Company shall be entitled to charge interest on any part of the price which is not paid in accordance with: clause (a) at the rate per annum of 5% above the Base Rate of HSBC Bank from time to time.
Time of payment is of the essence and if the purchaser defaults in punctual payment of the price the Company shall be entitled to terminate the contract and recover the goods at the purchaser’s expense without prejudice to any further rights which the Company may have.
Any default in payment of an invoice or an instalment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the Company to the purchaser immediately payable in full without demand being made notwithstanding any contrary provisions as to terms of payment in any one or all invoices.
If the purchaser fails to give all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities for forwarding the goods or is unable to accept delivery of the goods at the time when the goods are due and ready for despatch or delivery or shall otherwise cause or request delay, the purchaser shall pay to the Company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which at the Company’s absolute discretion if its storage facilities permit, the goods will be stored at the purchaser’s sole risk. This provision shall be in addition to and not in substitution for any other payment or damages for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date.
The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the Company and such admission is signed by a director of the Company.
In the absence of any specific appropriation by the purchaser, the Company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the Company shall in its absolute discretion think fit.
Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising.
Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely:
– the physical delivery of the goods to the purchaser at the Company’s premises
– the physical delivery of the goods to the purchaser’s carrier or agent for the purpose of transmission to the purchaser or his nominee
– the physical delivery of the goods to the purchaser’s place of business or such other place as he may direct by the Company, its carrier or agent, the purchaser being responsible for unloading
Signature of the Company’s delivery note by any employee, representative or agent of the purchaser shall be conclusive proof of delivery.
Where the contract provides for delivery by the Company, its carrier or agent
– any claims for non-delivery must be made in writing to the Company within seven days of receipt of invoice or advice note whichever is the earlier
– any claims in respect of goods damaged in transit or shortages in delivery must be made in writing to the Company within three days of delivery, shortages in delivery shall not give rise to a right to reject the goods delivered
The Company shall be entitled to make partial deliveries or deliveries by instalments and all the provisions of these terms shall apply to such deliveries.
(6) PROPERTY AND RISK
Risk in the goods shall pass to the purchaser at the time at which delivery takes place in accordance with clause 5 above and the purchaser shall be solely responsible for insuring the goods thereafter.
The Company shall retain ownership of and title in the goods delivered until full payment has been made in respect of all such goods. Until such time the goods shall be:
– stored separately from other goods in the possession of the purchaser
– marked or otherwise rendered identifiable as being the property of the Company
– held by the purchaser as bailee of the Company
– held by the purchaser free from any charge, lien or other encumbrance
Provided the Company has not requested their return and not withstanding that payment in full has not been made for all of the goods delivered, the purchaser as principal and not as agent for the Company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business.
Where the purchaser sells the goods prior to paying for them in full
– the Company shall be legally and beneficially entitled to the proceeds of sale
– the purchaser shall hold the proceeds of sale on trust for the Company and shall not mingle them with other monies and shall not pay them into an overdrawn bank account
– he shall deposit the proceeds of sale in a separate bank account, the location and number of which he has previously notified to the company, and he shall not be entitled to use or deal with the proceeds of sale until payment in full for the goods has been made with the Company
The Company shall have the right at any time by its servants or agents to enter the purchaser’s premises where the goods are stored or are thought by the Company to be stored, so as to
– retake possession of the goods when the Company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the Company may have arising there from
– inspect the storage of the Company’s goods which have not been paid for in full
– investigate and ascertain whether all these terms are being complied with.
(7) GUARANTEE AND LIABILITY
The Company gives no guarantee in respect of goods not manufactured by it but shall use all reasonable endeavours to procure for the purchaser or assign to the purchaser the benefit of any guarantee obtained by it from the manufacturer or supplier thereof, however the Company shall not be required to commence litigation against such manufacturer or supplier or to incur any expense in connection with any such claim by the purchaser.
Save as provided herein and save in any case where death or personal injury has been caused by the Company’s negligence or any case where the Company is liable for a defect in the goods pursuant to Part 1 in the Consumer Protection Act 1987 or any statutory replacement thereof, the Company shall be under no liability whatsoever to the purchaser for any loss or damage whether direct, indirect or consequential arising out of any defect in failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act, omission breach of contract, negligence or wilful default in design, workmanship or materials or any other cause.
(8) RETURNS POLICY
Goods cannot be returned to us without our prior consent and we reserve the right to a 50% restocking charge on all returns, except in the event of an error on our part. Items ordered by us from third party suppliers cannot be returned except under exceptional circumstances and in these cases, only with and subject to full agreement with our supplier(s).
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of war, embargo, riot, strike, lockout, trade dispute, fire, break-down of plant or machinery, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or by any cause whatsoever (whether or not of a like nature to the foregoing) outside its control, is shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented
Save in respect of your statutory rights under the Sale of Goods Act 1977 (as amended) and the Unfair Contracts terms Act 1977, we shall not be liable to you by reason of any implied warranty, condition or other term, or any duty at common law, or under these terms of our contract with you, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence) which arise out of or in connection with the supply of the goods or their use by you.
The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.
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