GENERAL CONDITIONS OF SALE
Spilsbury
Communications
Spilsbury Communications
1495 Franklin St., Vancouver, BC, Canada, V5L 5B6
Tel: (604) 254-6474, Fax: (604) 254-2080
Spilsbury Communications is a division of Racal Canada Inc.
SPILSBURY
COMMUNICATIONS
1. DEFINITIONS
"Company" means Spilsbury Communications, a division of Racal Canada
Inc. "Customer" means the other contracting party. "Products" means the
goods and services which form the subject of the quote. "Order" means the
Order placed by the Customer with the Company for the supply of the
Products.
2. GENERAL
These Conditions form an integral part of every contract for the supply of the
Products by the Company and the acceptance of any quote from the
Company shall be deemed to include acceptance by the Customer of these
Conditions. Any variation of these Conditions or any document of the
Customer is inapplicable unless expressly accepted in writing by the
Company.
3. VALIDITY
A quote from the Company is valid for a period of 30 days from the date
thereon unless otherwise stated on the quote or unless revoked in writing by
the Company, but in any event, the Order is subject to written acceptance by
the Company.
4. SPECIFICATIONS
The Products will be supplied generally in accordance with the Company's
proprietary specifications therefore ("the Specification"). The Company will
accept no liability for the Products supplied except where there is significant
variation from the Specification. Alterations to the specification of the Product
requested by the Customer are subject to agreement of the Company and
such alteration may render the quoted price subject to variation.
5.
CHANGES IN DESIGN AND MANUFACTURE
The Company reserves the right at any time to make changes at its discretion
in the design or method of manufacture of the Product provided that such
changes shall not adversely affect the Products or their prices.
6. PRICE
Unless otherwise stated on the quote the prices quoted are strictly nett and
f.o.b. Company premises in Vancouver, British Columbia, Canada.
7. PRICE
ADJUSTMENTS
The Company reserves the right at any time prior to delivery to vary the prices
quoted for the Products if following the date of the quotation there is any
change in rates of currency exchange, any imposition or alteration of
Government taxes, increase in the cost of materials, labour or transport, or if
the cost of supplying Products is increased by any other factor beyond the
control of the Company.
8. DELIVERY
a) Unless otherwise specified delivery shall be deemed to take place at the
Company's place of business and the times for delivery are calculated
from the date of the Company's acceptance of the Order.
b) The delivery times indicated in the quote are subject to variation by the
Company in its acceptance of the Order. All delivery times quoted are
estimates only and whilst the Company will endeavor to meet such
delivery times, the Company shall not be liable in any way whatsoever for
the consequences of delay.
c)
Without prejudice to the foregoing no liability whatsoever shall attach to
the Company if delivery is affected by circumstances beyond the control
of the Company including but not limited to act of God, fire, explosions,
tempests, strikes, lockouts, insurrection, war, government imposed
regulations or boycotts, inability to procure materials or parts, loss or
damage or delay in transit. The Company undertakes to inform the
Customer of the occurrence of any such event which may affect delivery.
In such circumstances the Company shall have the right to wholly or
partially suspend or reschedule deliveries.
9. PAYMENTS
All invoices are due for payment on demand but in any case not later than
thirty days after delivery as defined in paragraph 8. hereof. For all invoices not
paid in full by the due date the Company reserves the right to charge interest
on the amount outstanding at the rate of the Bank Rate plus two percent
calculated from thirty days after delivery. All prices are strictly nett NO
SETTLEMENT DISCOUNT WILL BE ALLOWED UNDER ANY
CIRCUMSTANCES WHATSOEVER.
10. RISKS
All risks shall pass to the Customer upon delivery as defined in paragraph 8.
hereof.
11. TITLE
Title to the Products shall remain with the Company as security for the
purchase price until payment in full is received. The Company may obtain
possession of the goods by any lawful means should the Customer fail to pay
the purchase price when due.
12. DAMAGES OR LOSS IN TRANSIT
The Company accepts no liability for loss or damage in transit.
13. FORWARDING
INSTRUCTIONS
Forwarding instructions where required shall be provided by the Customer not
later than seven days after being advised that the Products are ready for
despatch. If no forwarding instructions are received within this period the
Company shall be entitled to charge for storage.
14. LIMITED
WARRANTY
a) Any Products of the Company's manufacture which are found to the
Company's satisfaction to be defective in relation to the Specification as
a result of faulty manufacture or workmanship on the part of the
Company then it shall be at the Company's sole discretion either to
repair or replace such Products free of charge and return them to the
Customer carriage paid provided that:
i)
the defective Products (or sample thereof showing the alleged
defects) are returned at the Customer's risk and expense to the
Company within twelve months from the date of their original
delivery as defined in paragraph 8. hereof, and
ii)
the Products have been properly used.
b) In the case of Product not of the Company's manufacture any warranty
shall be limited to that given to the Company by the manufacturer
thereof.
15. LIMITATION OF LIABILITY
In no event shall the Company be liable for any indirect special or
consequential damages of the Customer, including without limitation loss of
profit or opportunity howsoever caused, including losses caused by
negligence of the Company. Should it be determined that the Company is
liable for any losses costs or damages of the Customer it is agreed that the
Company's liability shall be limited to the purchase price of the Product(s)
giving rise to the liability.
16. PATENT
INDEMNITY
If the Customer is threatened with any action alleging that the products in the
form sold infringe any patent or registered design then provided that the
Customer promptly informs and co-operates with the Company and in cases
where the Company so requests allows the Company to defend any action on
the Customer's behalf, then in all cases the Company will indemnify the
Customer against any award of damages and costs against the Customer
arising from such action. In the case of Product not of the Company's
manufacture any such indemnity shall be limited to that given to the Company
by the manufacturer thereof. The above indemnity is given by the Company in
lieu of any and all other liabilities the Company might have in relation to any
action against the Customer for infringement of patent or other proprietary
rights and under no circumstances will the Company be liable for any
contingent or consequential or any other loss howsoever arising.
17. PRIOR REPRESENTATIONS AND PRECEDENCE
These Conditions supersede any earlier sets of Conditions previous
understandings commitments agreements or representations whatsoever
whether oral or written and shall not be varied except with the Company's
written agreement.
18. SEVERABILITY
Any contract entered into by the Company shall be regarded as severable in
the event of Products being of different kinds or the contract providing for
delivery by installments. Each and every delivery of separate items under the
contract shall be regarded as being made under a separate contract and
damages arising from any legal breach of contract shall be limited
accordingly.
19. LAW
These Conditions and the contract shall be subject to and construed in
accordance with the laws of the Province of British Columbia.
20. NOTICES
Any notice or other communication sent to the Customer shall be deemed to
be delivered if sent to the Customer's address last known to the Company.
21. AMENDMENTS OR CANCELLATIONS
Once accepted by the Company orders cannot be modified or canceled
except with the Company's written approval and upon terms which indemnify
the Company against losses or additional costs resulting therefrom.
22. HEADINGS
The headings in these conditions shall not be deemed to be part thereof or be
taken into consideration in the interpretation or construction thereof or of the
contract.
