TERMS AND CONDITIONS OF SALE

1. Definitions
1.1 The term "Seller" shall mean 'Actia (UK) Ltd' and/or its associated companies.
1.2 The term "Buyer" shall mean the person, firm or company so named in the purchase order.
1.3 The term "Quotation" shall mean the tender or quotation issued by the Seller for the supply of the goods, including these conditions, the specification, drawings or other documents annexed by the Supplier to the quotation.
1.4 The term "Purchase Order" shall mean the purchase order issued by the Buyer to the Supplier for the purchase of the goods.
1.5 The term "Goods" shall mean the goods to be supplied by the Supplier as identified in the quotation.
1.6 "The Contract" shall mean the contract between the Supplier and the Buyer consisting of the Seller’s quotation, these conditions of sale, and the purchase order accepting the quotation—but not any other terms and conditions of purchase incorporated in or referred to in the purchase order.
1.7 The term "Date for Delivery" shall mean the firm date for delivery, if any, stated as such in the quotation.
1.8 The term "Contract Price" shall mean the sum stated in the quotation to be paid by the Buyer to the Seller for the supply of goods, together with such other sums as may be payable under these conditions of sale.

2. General
2.1 These conditions of sale and the quotation supersede any other terms and conditions, including any terms, conditions, descriptions or statements appearing in any advertisements, catalogues or other literature.
2.2 No representative or agent of the Seller has authority to agree to terms or make representations inconsistent with these conditions unless confirmed in writing by a duly authorised officer of the Seller.

3. Specification and Description Sample and Standard
3.1 Descriptions in advertising or catalogues are for information only and not part of the contract.
3.2 The Seller undertakes that goods will conform with:
• The quotation (except minor variations not materially affecting usage)
• The Seller’s normal manufacturing standards
• Relevant legislation in force at the time of the quotation

4. Quality and Fitness for Purpose
4.1 Goods shall match the quality in the Seller’s quotation or, if none is specified, normal industrial quality.
4.2 If the Seller has agreed in the quotation to supply goods for a particular purpose, they shall be suitable within those limits.

5. Delivery
5.1 The Seller warrants to deliver by any firm date or period stated in the quotation, or as extended under clause 13.
5.2 Delivery is deemed to occur at the delivery point stated or upon transfer to a carrier.

6. Title
6.1 Title remains with the Seller until full payment is received.
6.2 Until then, the Buyer shall:
• Not remove or deface identification marks
• Store goods separately
• Allow the Seller access for retrieval

7. Intellectual Property Rights
All specifications, software, manuals, and related IP remain the property of Actia UK. No transfer of rights occurs under this contract.

8. Confidentiality
8.1 The Buyer shall not disclose any confidential information relating to Actia UK.
8.2 Employees and agents must comply, and the Buyer must notify Actia UK of any breach.
8.3 Obligations remain post-contract unless information enters the public domain lawfully.

9. Carriage & Passing of Risk
9.1 Risk passes on delivery to the carrier.
9.2 Insurance will be arranged unless instructed otherwise, and added to the contract price.
9.3 Claims for damage or shortage must be made in writing within 3 days of delivery, or 14 days in case of total loss.
9.4 Each instalment is a separate contract.

10. Contract Price
10.1 Prices may vary with changes in labour, materials, or transport costs (excluding Seller default).
10.2 Changes in laws or regulations affecting the Seller may adjust the contract price.

11. Payment Terms
11.1 Invoicing occurs upon delivery.
11.2 Payment is due within 30 days.
11.3 If overdue:
• Interest is charged above the Bank of England base rate
• Future deliveries may be withheld until cleared
• Contract may be terminated after 30 days of non-payment
11.4 VAT is applied as an extra charge.

12. Acceptance
12.1 Buyer must inspect goods immediately. If rejected, notify within 14 days.
12.2 Seller may inspect and if at fault, repair or replace.
12.3 Goods must be returned at Seller’s request and cost.
12.4 If Seller fails to act, Buyer may purchase alternatives and recover costs.
12.5 These actions represent full liability of the Seller.

13. Delayed Delivery
Dates are warranties, not conditions. Time is not of the essence.
13.1 Buyer may not cancel or reject goods for delay.
13.2 Delays due to Buyer’s acts, strikes, or uncontrollable events extend delivery periods reasonably.

14. Warranty
14.1 Goods will conform to written specs and be free from defects for 1 year from delivery (unless separately agreed).
14.2 Buyer must return goods at their expense for warranty claims.
14.3 Software defects must be reported in writing post-warranty.
14.4 Warranty void if:
• Goods are altered by unauthorised persons
• Misuse, incorrect installation, or inadequate instructions cause faults
• Third-party components fail (covered by third-party warranties only)
14.5 If goods are made to Buyer’s spec, Buyer indemnifies Actia UK for any related claims.
14.6 Seller covers transportation and replacement costs.
14.7 If repair/replacement is delayed, Buyer may carry out work and recover costs.
14.8 Seller’s liability is strictly limited and excludes all other damages.

15. Limitation Of Liability
15.1 Only liabilities in clauses 12 and 14 apply. Other conditions are excluded.
15.2 Neither party is liable for indirect, consequential, or loss-of-profit damages.

16. Force Majeure
Neither party is liable for failure to perform duties due to events beyond their reasonable control.

17. Set-Off
The Buyer may not exercise any right of set-off or counterclaim.

18. Law
The contract is governed by English law.

19. Dispute Resolution
If a dispute arises, either party may request arbitration. If no agreement on an arbitrator is reached, one will be appointed by the President of the Chartered Institute of Arbitrators.