Terms & Conditions

  • 14.03.2023

Last updated October 22, 2022

1. Definitions

a. “Goods” means the Goods and Services including any instalment of the Goods or any parts from them which the Seller is to supply in accordance with these Terms and Conditions.

b. “Seller” means Senticon Ltd (UK Registered Company 14137794).

c. “Customer” means the person, firm or company who accepts a quotation of the Seller for the sale of the Goods or Services, or whose order for the Goods or Services is accepted by the Seller.

d. “Terms and Conditions” means the terms and conditions of sale set out below.

e. “Contract” means the contract for the purchase and sale of Goods.

f. “Delivery Date” means the date when the Goods leave the premises of the Seller.

2. Applicable Conditions

a. These Terms and Conditions apply to all the Seller’s sale of Goods and Services between the Customer and the Seller (“the Contract”).

b. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Seller.

c. Nothing in these Conditions shall affect any right of the Seller against or in connection with the goods.

d. Any clerical, typographical or other error or omission in any sales literature, drawings, advertising, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Prices

a. The price of the Goods shall be the Seller’s quoted price, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.

b. Seller reserves the right, by giving notice of variation to the Customer at any time before delivery, to increase prices of the Goods. On receipt of such notice the Customer has right to cancel the order.

c. All prices are exclusive of any applicable Value Added Tax (“VAT”) in force at the time of the quotation, which the Customer shall be additionally liable to the Seller.

d. The Customer shall not be entitled to make any deductions from the price in respect of any counter-claim unless both the validity and the amount has been agreed in writing by the Seller.

e. In case of export sales, the Seller’s published export price list shall apply, and exclude all overseas taxes and tariffs.

f. Unless otherwise agreed, the prices quoted are ex-works and exclude all cost of packaging and delivery from the Seller’s premises that may be quoted separately.

4. Payment

a. Subject to an approved credit account with the Seller, payment is required in full within 30 days from the date of invoice unless otherwise agreed in writing by Seller’s authorised representative.

b. If payment of the price, or any part thereof, is not made on the due date the Seller shall be entitled:

i. To refuse to make delivery of any further consignment of Goods or performance of services,  whether ordered at the due date or not, without incurring any liability whatsoever to the Customer for any delay in the delivery.

ii. To terminate the Contract.

iii. If the Customer fails to make payment on the due date then the Seller shall be entitled to charge interest at the rate of 2 per cent per month above Bank of England base rate, until payment is made in full.

c. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, discount, counter-claim unless the Customer has a valid court order requiring an amount equal to such claim to be paid by the Seller to the Customer.

d. Any sums paid by deposit in advance are not refundable in the event of the Customer cancelling the order.

e. The Seller reserves the right at any time at its sole discretion, to demand security for payment before continuing delivering any order.

5. Title and Risk

a. Title to the Goods shall not pass to you until we receive in full all sums due in respect of the Goods and all other sums which are due, and have become payable (including sums payable in respect of other contracts between you and us, interest, handling charges and any damages due), in which case title shall pass at the time of payment of all such sums.

b. If payment of the total price is not made on the due date, the Seller may require the Goods to be returned to them and if this requirement is not immediately complied with, the Seller shall have the right (with or without prior notice) at any time to retake possession of the whole or any part of the Goods without prejudice to any of our other remedies.

c. The Customer may resell the Goods before the ownership has passed to it in the ordinary course of Customer’s business (but not otherwise). Any such sale shall be sale of Seller’s property on the Customer’s own behalf until the title has passed on.

d. The risk in the Goods shall pass to the Customer when the Goods have been delivered by the Seller’s carrier to an address specified by the Customer. Where Goods are delivered in instalments, risk in each of the Goods shall pass individually on completion of delivery of that particular Goods to the Delivery Location. Where the Goods are to be collected by the Customer’s carrier from an address agreed between the Seller and the Customer, the risk will pass when the Goods have been collected from that address.

e. Without prejudice to any other remedies the Seller shall in the event of default or bankruptcy by the Customer have a general lien on all Goods and property in its possession (whether worked on or not) and belonging to the Customer in respect of any sums due from the Customer and shall be entitled to 14 days’ written notice to the Customer to dispose of such Goods or property as it thinks fit.

6. Delivery

a. Seller shall endeavor to adhere to agreed delivery dates. However, the delivery dates are only best estimates and the Seller is not liable for any consequences of any delay.

b. If for any reason beyond the Customer’s reasonable control, the Customer fails to accept delivery of the Goods or fails to give the Seller adequate instructions, documents, licenses or authorisations for delivery, the Seller:-

i. May store the goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance).

ii. May sell the Goods at the best obtainable price and account the price difference between the Contract Price and Sell price to the Customer, or if there is a shortfall between the Sell Price and Contract price, charge the Customer for the difference.

iii. Shall be entitled to cancel the Contract. The Seller shall not be liable for any consequences from the cancellation.

c. The Customer must examine the Goods immediately upon delivery, and within 7 (seven) days thereafter notify the Seller in writing of any defects, and return any allegedly defective part or parts of Goods to the Seller within 21 (twenty one) days of delivery for the inspection of the Seller. The Customer must pay for the costs of return.

d. The Seller will not be liable for any loss or damage arising from variations in or from the specifications or technical data, and will not be responsible for any loss or damage resulting from curtailment of supplies following such variation.

7. Warranty

a. Unless otherwise specified or agreed in writing with the Customer, Seller will at his option either repair or replace, without charge, any part or parts of the Goods which are shown to the Seller’s satisfaction to be defective (other than as a result of fair wear and tear) within 24 calendar months of the date on which the original Goods shall first have been dispatched from the Seller’s warehouse and which are carefully packed and returned at the Customer’s expense to the Seller’s warehouse, clearly marked with a Return Merchandise Authorisation (RMA) number obtained from the Seller prior to return provided that the defect is not due to mistreatment, lack of proper maintenance or failure to observe any operating instruction issued by the Seller in connection therewith.

b. The Warranty in the above sub-clause is given by the Seller subject to the following conditions:-

i. The Seller shall be under no liability in respect of any defect in the Goods arising from the Customer failing to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods.

ii. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions or alteration or repair of the Goods without the Seller’s approval.

iii. The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment.

iv. The above warranty does not extend to parts, material or equipment not manufactured by the Seller in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

8. Cancellation

The Customer may not cancel the Contract without the consent of the Seller which if given shall be deemed to be on the express condition that the Customer shall indemnify the Seller against any loss, against any manufacturing costs incurred by the Seller up to the point of the cancellation, damage claims or actions arising out of such cancellation unless otherwise agreed in writing.

9. Indemnity

a. The Customer shall indemnify the Seller in respect of all damage injury or loss occurring to any person or property against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer or his servants or agents or by any breach by the Customer of its obligations or any warranties made to the Seller thereunder.

b. In the event Customer or any representative of the Customer shall alter or modify the Goods without Seller’s prior written consent and any claims are asserted against the Seller by reason of such alteration or modification. Customer shall defend, indemnify and hold Seller harmless against any and all damages. Liabilities, expenses and costs in connection therewith or resulting therefrom.

10. Returns

a. The Goods or part of the Goods may be returned by the Customer for credit subject to the following conditions:-

i. The Goods must be unused and in new condition.

ii. The Goods must be less than 30 (thirty) days old from the Delivery Date.

iii. The Goods are carefully packed and returned at the Customer’s expense to the Seller’s warehouse, clearly marked with a Return Merchandise Authorisation (RMA) number obtained from the Seller prior to return.

iv. Where the Goods have been manufactured according to designs and configurations (such as branding) specified or supplied by the Customer, the Seller cannot accept returns.

v. Upon inspection of the Goods on condition (i) above, the Seller will credit 75% of price of the Goods on the Customer’s account (credit excludes delivery, packaging and, if applicable, any export tariffs, duties).

11. Force Majeure

a. The Seller shall not be liable to the Customer to the extent that fulfilment of its obligations to the Customer under the Contract has been prevented, delayed or hindered by Force Majeure. For the purpose of his Clause, “Force Majeure” shall mean any circumstance the control of the Seller and shall include:-

i. Act of God, explosion, flood, tempest, fire or accident.

ii. War or threat of war, sabotage, insurrection, civil disturbance or requisition.

iii. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.

iv. Import or export regulations or embargoes.

v. Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of the third party).

vi. Difficulties in obtaining raw materials, labour, fuel, parts or machinery.

vii. Power failure or breakdown in machinery.

12. Governing Law and Jurisdiction

This Contract and any dispute or claim shall be governed by and construed in accordance with the law of England and Wales.