HD Optical Filters t/a Formatt Filters

Terms of Business Conditions of Sale

Section 1
1.1 In these conditions, the following words and/or expressions shall have the following meanings:

1.1.1 Company
HD Optical Filters whose registered office is situated at Unit 23 Aberaman Park Industrial Estate, Aberdare, CF44 6DA (registered in the United Kingdom number )

1.1.2 Customer
The person or company to whom a quotation has been addressed and accepter or shore order (verbal or written) is accepted by the Company in respect of Goods and/or Services

1.1.3 Contract
The agreement between the Customer and the Company in respect of the provision of an order received by the company.

1.1.4 Goods
The goods to be supplied by the Company to the customer pursuant to the contract

1.1.5 Price List
The list of prices payable in respect of the provision of Goods and/or Services issued by the company from time to time, a copy of which is available from the Company on request.

1.1.6 Services
The services to be provided by the Company to the Customer pursuant to the Contract

1.2 Unless otherwise expressly agreed by the Company in writing these terms and conditions shall apply to all quotations given, orders received and accepted and Contracts undertaken by the Company. Acceptance of any quotation and the placing of any orders with the Company shall be deemed to include acceptance of these terms and conditions. No other conditions, representations (except in respect of fraudulent misrepresentation) warranties or other terms statutory or otherwise, express or implied, oral or written, shall apply in connection with the Contract

1.3 In the Event of any conflict with any of the Customers terms and conditions expressed or implied, these terms and conditions shall prevail. If the Customers order contains special printed conditions, such conditions are only binding insofar as they do not conflict with these terms and conditions and have been accepted in writing by the Company.

1.4 No agent or representative of the Company has any authority to waive these terms and conditions on behalf of the Company and any suggested waiver or variation hereof howsoever arising shall be deemed to be excluded unless actually written into this contract and signed by a Director or the Secretary on behalf of the Company.

Section 2
2.1 Responsibility for the completeness and accuracy of any order rests with the customer.

Section 3
3.1 All charges for goods and/or services provided by the Company will be calculated in accordance with the prevailing Price List at the date of the order (plus any reasonable costs incurred by the Company in executing that order) unless a written quotation has been provided to the Customer by the Company, in which event the cost will be calculated in accordance with the written quotation, which may be modified pursuant to this Section 3.

3.2 If a written quotation had been provided the applicable charge may be subject to modification in any of the following circumstances:
3.2.1 In the event of the Customers omissions or errors in the information supplied to the Company on the basis of which the information was produced; and/or

3.2.2 Any increase in cost by the Companys suppliers,

3.3 A quotation is valid for a period of 30 (thirty) days only from the date thereof unless previously withdrawn or otherwise stated on the quotation

3.4 All quotations are made exclusive of Value Added Tax (VAT), unless stated, and the Company shall be entitled where required by law to charge the Customer the applicable amount of VAT payable.

Section 4
4.1 If notice of cancellation of a Contract is received by the Company less than 2 (two) working days before the works on the Contract is scheduled to commence, then the Company reserves the right to impose on the Customer a cancellation fee equivalent to the charge which would have been made if the Contract had been carried out. In addition, the Customer will also be responsible for any reasonable costs incurred by the Company in preparation and execution of the Contract

Section 5
5.1 Delivery times are approximate only and shall not be of the essence as to delivery. Whilst every effort shall be made to meet such dates, the Company shall not accept responsibility or liability if any delivery dates are not met.

5.2 Delivery of the Goods shall be accepted when tendered and thereupon risk in the Goods shall pass to the Customer.

5.3 Delivery shall be made by the fastest normal transport available at the time, or such other method of delivery agreed between the Company and the Customer in writing. In cases where air, passenger train, special courier or other similar method of delivery is specifically requested by the Customer, then the express cost so involved must be borne by the Customer.

5.4 Claims arriving from the damage or partial loss of Goods in transit must be made in writing to both the Company and Carriers of such Goods as to reach them within 2 (two) working days of the delivery and claims from non-delivery within 7 (seven) days of dispatch of the Goods. All other claims in respect of the Goods and/or Services must be made within 7 (seven) days of delivery.

5.5 If no claim is made within the above stipulated time limits, the Goods delivered and/or Services provided shall be deemed in all respects to be in accordance with the Contract and the Customer shall be bound to accept and pay for the Goods and/or Services accordingly.

5.6 No Goods may ever be supplied by the Company on a sale or return or consignment basis unless the terms of such return are agreed in writing by a Director of the Company and specifically stated in writing on both the invoice for the Goods and the delivery note in respect of the Goods.

Section 6
6.1 Unless the Customer had an established credit account with the Company payment shall be due immediately in collection of delivery of the Goods. The Company reserves the right to retain the Goods until such payment is received in cleared funds. The Company is also entitled to receive payment in advance if it so desires.

6.2 If the Customer has an established credit account with the Company at the time of placing the order, then the Customer shall pay the full amount of any invoice, without deduction or set-off in respect of disputes or claims within 30 (thirty) days from the date of the invoice. The Company reserves the right to refuse credit facilities, to amend the terms of such facilities, and to withdraw such facilities at its sole discretion and without notice to the Customer.

6.3 The Company shall be entitled to charge interest on all overdue invoices at a rate of 3% (three percent) per month or part thereof. The Customer shall reimburse the Company for any costs incurred during the course of recovering the overdue payments.

6.4 The Company shall be entitled to retain any Goods pending payment by the Customer of any overdue invoices (whether or not relating to the same Contract of Goods).

6.5 Time shall be the essence as to payment.

Section 7
7.1 The Companys liability for any breach of Contract shall be limited to the replacement of defected Goods such as are notified to the Company as being defective in material or workmanship within 14 (fourteen) days of the date of delivery, provided expressly that the Company shall be under no liability if:
7.1.1 The Customer fails to adhere strictly to the terms of payment provided in Section 6; or

7.1.2 The defect results from accident or misuse by the Customer or any third party; or

7.1.3 The Customer has executed or attempted to execute any alterations to the Goods.

7.2 No liability whatsoever is accepted by the Company for any indirect or consequential loss or damage (including but not limited to the loss of profits, loss of business or contracts or anticipated savings) relating to the Goods irrespective of how such loss or damage is caused.

Section 8
8.1 Notwithstanding the delivery of, or the passing of risk in respect of any Goods to the Customer, property and title in the Goods shall not pass to the Customer until such time as the Customer will have paid to the Company all outstanding charges for the Goods pursuant to Section 6, in respect of the Contact, together with any other outstanding charges in respect of any other Contract between the Customer and the Company.

8.2 The Customer acknowledges that until such time as the title of the Goods shall pass to the Customer, it is in possession of the Goods solely as bailee for the Company and shall return the Goods to the Company on demand.

8.3 The Customer shall be entitled to resell the Goods to third parties in the normal course of its business provided that the Customer shall remain fully accountable to the Company for the Goods and shall hold the entire proceeds of the sale on trust for the Company and shall not mingle such proceeds with any other monies or pay them into any overdrawn bank account and shall promptly remit all such proceeds of the sale on trust for the Company until payment is made in full of all sums (including interest) due for the Goods and any other Goods which are the subject of and Contract between the Company and the Customer.

8.4 The Customers right to possession of the Goods (where the title remains with the Company) shall cease if any of the circumstances referred to in section 11 shall apply.

Section 9
9.1 The Company may without consent of the Customer sub-contract any of its rights and obligations under the Contract.

Section 10
10.1 The Company will not be responsible for any loss, damage, or delay resulting or arising out of any cause or causes beyond the reasonable control of the Company. Including but not limited to fire, storm, flood, earthquake, explosion, accident, military operation, war, rebellion, riot, wreck, epidemic, quarantine regulations, labour dispute, shortage of manpower embargo, failure or delay in transportation, inability to obtain required raw materials or machines, any laws, regulations or other government action.

Section 11
11.1 The company shall without prejudice to its rights be entitled forthwith to demand immediate payment by the Customer of all unpaid accounts and cancel any Contract between the Company and the Customer without any liability attaching to the Company in respect if such cancellations and debit the Customer with any loss sustained thereby if:
11.1.1 The Customer commits a martial breach of these Terms and Conditions (including non-payment of any monies payable hereunder) and in the case of a breach capable of remedy fails to remedy the same within 7 (seven) days after receipt of a written notice from the Company giving particulars of the breach and requiring it to be remedied; or

11.1.2 Any steps are taken with a view to the Customer or any of its assets becoming subject to any form of winding up, administration, receivership, insolvency proceedings, arrangements with the creditors generally, enforcement of security or legal proceedings or repossessions; or

11.1.3 The Company has reasonable grounds for believing that the Customer is insolvent or that any of the Companys rights under these Terms and Conditions or any other Contract between the Company and the Customer is or will be in jeopardy.

Then hereupon the Company shall be at liberty to call upon the Customer to deliver to the Company all Goods in the custody or possession of the Customer in respect of which property title is vested in the Company or to enter the premises of the Customer to remove the Goods.

11.2 Any waiver by the Company of a breach by the Customer of any of these Terms and Conditions shall not be considered a waiver of any subsequent breach of the same or any other Terms and Conditions.

Section 12
12.1 In the absence of any express stipulation to the contrary and payment for the Goods made by the Customer to the Company shall be deemed to have been appropriated and applied by reference to the date of the order of the Companys outstanding involves delivered to the Customer taking the earliest invoice first.

12.2 In the absence of clear evidence to the contrary all Goods supplied by the Company to the Customer shall be deemed to have been dealt with by the Customer on a first in first our basis.

Section 13
13.1 The invalidity of non-enforceability for any reason of any part of the Terms and Conditions shall not prejudice or affect the validity or enforceability of the remainder.

13.2 All quotations, orders and Contracts arising there from shall be deemed to have been made in England and their construction, validity and performance shall be governed in all respects by English law.

Section 14
14.1 Any time or other indulgence, forbearance or concession given by the Company to the Customer shall not in any way whatsoever waive, diminish or prejudice the Companys rights under the Contract.

14.2 Any notice served hereunder shall be sufficiently served if sent to the usual or last known address of the addressee by post fax or email and shall be deemed to arrive 48 (forty eight) hours from the date of sending. In proving service it shall be sufficient to show that the letter containing the notice was properly addressed, stamped and posted.