ZETA-TEC CONDITIONS OF SALE
In the terms and conditions of sale set out in this document ("Conditions"), the "Company"
means Zeta-tec, "Customer" means the person who buys or agrees to buy Goods from the Company,
"Goods" means any goods including software which the Customer agrees to buy from the Company and
"Price" means the price for the Goods excluding carriage, packing, insurance and VAT.
In the event of any conflict between these Conditions and the shrink wrap licence supplied with the
software as they relate solely to the software, the terms of the shrink wrap licence shall prevail.
2. Quotations contracts and variations
All orders or requests for Goods shall be deemed to be an offer by the Customer to purchase Goods
pursuant to these Conditions.
These Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer
to the exclusion of all other terms and conditions (save for any licence of the software) including any
terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order
or similar document.
Acceptance of any delivery or performance by or on behalf of the Customer shall in any event be
conclusive evidence of the Customer’s acceptance of these Conditions.
The Price shall be the Company ’s quoted price. The Price may be increased to fairly reflect
the cost to the Company for any delay in the supply by or on behalf of the Customer of any instructions,
data or materials (including "free issue" items) or any inaccuracy, insufficiency or defect in them.
All amounts due to the Company, unless otherwise agreed in writing, shall be payable in pounds sterling
within 30 days of the date of the Company’s invoice, without any discount, set-off or other
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until
the date of payment at a rate of 3% above Lloyds TSB Bank plc’s base rate from time to time in
force and shall accrue at such a rate after as well as before any judgment.
The Customer shall also pay all legal and other costs incurred by the Company in recovering any
amounts owing from the Customer and any Goods in which title has been retained by the company.
Such costs shall be due for payment immediately receipt of an invoice.
5. Delivery, risk and performance
Unless otherwise agreed in writing by the Company Goods shall be delivered and risk in them shall pass
to the Customer when they are dispatched from the Company ’s premises.
The Customer shall be responsible for all delivery arrangements but the Company will arrange this for
the Customer at the Customers cost if requested.
The Company will endeavour to comply with any date proposed or confirmed by it and to advise of any
adjustment but shall not be liable for any loss, damage or expense arising from any delay or failure in
delivery or performance from any cause whatsoever nor shall any such delay or failure entitle the Customer
to refuse to accept any delivery or performance or repudiate the contract.
The Company may determine the form of packing and transport of any Goods the price of which includes
packing and carriage and charge extra for any special arrangements requested by the Customer.
Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and not
pass to the Customer until the Company has received in cash or cleared funds payment in full of the price
of the Goods and of all other debts for any other goods or services owed to it by the Customer on any
Until the title passes the Customer shall hold the Goods as bailee for the Company and ensure that
they are at all times clearly identified as the property of the Company.
The Company shall be entitled at any time on demand to repossess, remove from other equipment
(without being liable for any damage thereby occasioned) and sell all or any of the Goods and thereby
terminate (without any liability to the Customer) the Customer’s right to use or sell them, and
enter any premises where the Goods are located for the purpose of inspecting or repossessing them.
The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the
price of the Goods although title in them has not passed to the Customer.
The Company transfers to the Customer only such title and rights of use as the Company has in any
Goods and in the case of material provided by any third party shall transfer only such title and rights
as that party had and has transferred to the Company.
The Company will subject to these Conditions within a reasonable period at its option make good free
of charge by replacement at the original point of delivery or repair or give credit for the invoice value
of any Goods or workmanship or (to the extent only the Company is responsible therefore) design which
appears during a warranty period of 12 months from the date of despatch by the Company (normal wear and
tear excepted) provided the Customer has given the Company written notification of the defect immediately
upon the occurrence of such failure and in any event within the said warranty period.
The Company shall have no liability for any Goods which have been installed,
used, maintained, served, adjusted or stored otherwise than by the Company or
in accordance with its recommendations (or the recommendations of any supplier
of any item with which the Goods are used) or have suffered any excessive wear,
overloading, misuse, neglect or accident or may have been subjected to operating
temperatures outside the range for which the Goods are designed any accessories
or proprietary parts or fittings and if any item which is not of the Company’s
manufacture is alleged to be defective, the Company’s liability shall
be limited to assigning to the Customer (so far as it is able to do so) any
warranty given by the manufacturer of that item any Goods which have been repaired
modified or interfered with in any way or in or with regard to which any part
not of the Company’s manufacturer or supply has been used without the
Company’s prior written approval or the Customer has failed to carry out
any modification or improvement recommended by the Company or any defect has
occurred in any design provided or approved by or on behalf of the Customer
any Goods whose serial number or other identification mark or plate has been
removed, defaced or tampered with the costs (including travel) of the Company’s
representatives involved in carrying out repairs on site and all such costs
shall be borne by the Customer, any defect in any replacement Goods which appears
after the warranty period applicable to the original goods has expired.
Except as expressly provided in this paragraph 7 the Company accept/s no liability, express or
implied, for any life or wear of any Goods or their merchantability or suitability for any particular
purpose or use under specific conditions whether or not known to the Company.
The Company shall have no liability in respect of any claim by the Customer unless the Customer
has afforded the Company reasonable opportunity and facilities for the investigation of any claim and
the making good of any discrepancy or defect and complied with any request by the Company for a written
report of any alleged defect and any photographic or other evidence or maintenance or operating records
and, if the Company so requests, the return, securely packed, of any Goods (including the packing) for
examination or rectification by the Company, the cost of transportation to be borne by the Customer
but credited by the Company if the claim is accepted and the Customer has paid the full amount of all
invoices due prior to the date of the claim.
Where a claim is accepted, any replaced items shall belong to the Company and may be disposed of
only in accordance with the Company’s instructions.
9. Extent of liability
Except to the extent stated in these conditions or otherwise agreed in writing by it, the Company
shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory
duty) or otherwise howsoever under or in connection with the contract other than for death or personal
injury resulting from its negligence.
The Company shall have no liability for any indirect or consequential loss or damage suffered by the
customer under or in connection with the contract, including but not limited to wasted time or expenditure,
loss of profits, production, business revenue expected savings or goodwill or any claim against the
Customer by any person and the Customer shall be solely responsible for any such claim.
The Company shall be discharged of all liability to which these Conditions apply unless proceedings
are begun with six (6) months after the Customer became aware (or should reasonably have become aware) of
the facts giving rise to such liability.
Any claim by the Customer or acceptance of liability by the Company in respect of any particular
Goods shall not entitle the Customer to reject or refuse to pay for any other Goods comprised in the
same or any other Contract.
10. Indulgence or Waiver
The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance
extended to the Customer and no waiver by the Company in respect of any breach shall operate as a waiver
in respect of the same or any subsequent breach.
11. Force majeure
The Company shall not be liable for any failure or delay in performance of this agreement which is
caused by circumstances beyond its reasonable control including without limitation any labour disputes
with its employees.
Any specifications, drawings, particulars of weights and dimensions and other technical information
contained in the Company’s quotations, catalogues, price lists, advertisements or elsewhere are
approximate only and intended merely to present a general idea of the Goods and (unless otherwise agreed
in writing by the Company are not to form part of any contract.
The Company reserves the right to discontinue the sale of particular products or alter their designs
and specifications without notice and to deliver Goods conforming to the altered design or specification
in fulfilment of any contract. No contract shall constitute a sale by sample notwithstanding that any
products may have been exhibited to or inspected by the Customer.
Any performance figures given by the Company are based upon experience, trails or testing but unless
expressly agreed in writing by the Company no liability is accepted if such performance figures are not
All drawings, designs or other data (whether or not patentable or patented) and all rights therein
(including copyright and design rights) and all materials, tools, patterns, or other items prepared or
made available by the Company for the contract shall, unless otherwise agreed by the Company, be and
remain the Company’s property and the Customer shall not copy or reproduce the same in whole or
in part in any form or allow others to do so.
The Customer shall treat the contract and all information which it acquires thereunder as
13. Law, jurisdiction and construction
The contract shall be governed by English law and the parties consent to the exclusive jurisdiction
of the English courts in all matters relating to the Contract except to the extent the Company involves
the jurisdiction of the courts of any other country.
14. WEEE Regulations.
The Company is a member of an 'Approved Producer Compliance Scheme' arranged by Northern Compliance number
WEE/UP3438PR/SCH. When the Comapany's products becomes WEEE (at end of life) they should be returned to
the Company for environmentally sound disposal via the Company's Producer Compliance Scheme.