1.1 “IDS” means Intelligent Display Solutions Limited
1.2 The “Customer” means the customer of IDS who agrees to purchase the goods on these conditions.
1.3 The “Goods” means Liquid Crystal Display Modules and other products and systems sold by IDS from time to time and any other goods forming the subject of this contract including parts and components of or materials incorporated in them.
2. Quotations by IDS, unless otherwise stated in them, shall be open for acceptance in 30 days of the date of the quotation
3.1 No contract shall come into existence until the order is accepted in writing by or on behalf of IDS. 3.2 These conditions shall be incorporated in the contract to the exclusion of any terms or conditions stipulated or referred to by the customer and for the avoidance of doubt no variation of the terms set out in this contract shall be valid unless made in writing and initialled by both IDS and the customer.
4.1 The prices for the Goods, unless stated otherwise on the quote, are FOB and exclude packaging, insurance, carriage, VAT and other taxes or duties 4.2 IDS shall have the right in respect of any uncompleted portion of the contract to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the contract.
5.1 All invoices are payable without discount of any kind (unless specified on the invoice) in £ Sterling or such other currency as may be agreed on or before the date stated on the invoice and in no circumstances shall the customer be entitled to make any deduction or withhold payment for any reason at all.
5.2 Without prejudice to any other rights of IDS, if the customer faIDS to pay the invoice price by the due date the customer shall pay interest on any overdue amount from the date of which payment was due to that on which it is made (whether before or after judgement) on a daily basis at a rate of 4% per annum over the base rate from time to time quoted by Lloyds Bank PLC and reimburse to IDS all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.1 Notwithstanding the passing of risk, title in the goods shall remain with IDS and shall not pass to the customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
6.2 Until title passes the customer shall hold the goods as bail for IDS and shall store or mark them so that they can at all times be identified as the property of IDS.
6.3 Until title passes the entire proceeds of sale of the goods shall be held in trust for IDS and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as IDS’s money.
6.4 IDS may maintain an action for the price of the goods notwithstanding that title in them has not passed to the customer.
7.1 Risk in the goods passes when they are delivered to the customer or its agent.
7.2 The goods are, for the purposes of this contract, delivered to the customer when IDS makes them available to the customer or any agent of the customer or any carrier (who shall be the customer’s agent whoever pays its charges) at IDS’s premises or other delivery point agreed by the customer.
7.3 If the customer faIDS to take delivery of the goods or any part of them on the due date and to provide any instructions or documents required to enable the goods to be delivered on the due date IDS may, on giving written notice to the customer, store or arrange for the storage of the goods and on the service of the notice risk in the goods shall pass to the customer. Delivery of the goods shall be deemed to have taken place and the customer shall pay to IDS all costs and expenses including storage and insurance charges arising from its failure.
7.4 IDS shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the customer to refuse to accept any delivery or performance of or repudiate the contract.
8.1 Any claim for non-delivery of the goods or any part shall be notified in writing by the customer to IDS within 10 days of the date of IDS’s invoice.
8.2 Any claim that the goods or any part have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the customer to IDS not later than three working days after their delivery.
8.3 Any alleged defect shall be notified by the customer to IDS within seven days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within seven days of the defect coming to the customer’s attention and in any event within six months from the date of delivery.
8.4 Any claim under this condition must be in writing and must contain full detaIDS of the claim including the part numbers of any allegedly defective goods.
8.5 IDS shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the customer shall, if so requested in writing by IDS, promptly return any of the goods, the subject of any claim and any packing materials securely packed and carriage paid to IDS for examination.
8.6 IDS shall have no liability with regard to any claim in respect of which the customer has not complied with the claims procedures in these conditions.
9. Under no circumstances shall IDS have any liability of whatever kind for:
(a) Any defects resulting from wear and tear, accident, improper use by the customer or by the end-user, except in accordance with the instructions or advice of IDS or from any neglect or from any instructions or materials provided by the customer.
(b) Any goods, which have been adjusted, modified or repaired except by IDS or its representatives.
(c) The suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to IDS.
(d) Any substitution by the customer of any materials or components not forming part of any specification of the goods agreed in writing by IDS.
(e) Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by IDS contained in its catalogue, price lists or elsewhere since they are merely intended to represent a general idea of the goods and not to form part of the contract or be treated as representations.
(f) Any variations in alterations or modifications to the goods or changes of their specifications or substitution of any materials or components by IDS if the variation or substitution does not materially affect the characteristics of the goods and the substituted materials or components are of a quality equal or superior to those originally specified.
10.1 IDS shall have no liability to the customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the contract or any negligence breach of statutory or other duty on the part of IDS, or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract except for the death or personal injury resulting from IDS’s negligence and as expressly stated in these conditions.
10.2 If the customer establishes that any goods are defective, IDS shall as its option replace with similar goods or repair any defective goods or to the extent that the goods are not of IDS’s manufacture assign to the customer (so far as IDS is able to do so), any warranties given by the manufacturer of the goods to the customer.
11. IDS may at its discretion suspend or terminate the supply of any goods if the customer faIDS to make any payment when and as due or otherwise defaults in any of its obligations under the contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or IDS bona fide believes that any of those events may occur and in case of termination may forfeit any deposit paid.
12. IDS shall not be liable for any failure in the performance of any of its obligations under this contract caused by factors outside its control.
13. This contract shall be governed by English Law and the customer consents and submits to the exclusive jurisdiction of the English Courts in all matters regarding to.