Innon Energy Ltd. Sales Terms & Conditions
Unless otherwise specifically agreed in writing these Conditions shall be incorporated in every offer, quotation, acceptance and contract for the sale of goods or services by the Company and together with the order to which they relate constitute the entire contract between the Company and the Customer. Any conditions proposed by the Customer, which are inconsistent with these terms, are hereby excluded.
- PERIOD TENDER
All quotations shall be valid for a period of 30 days from the date of quotation and shall be conditional upon acceptance in writing within such a period or such longer period as may be agreed in writing.
- PERIOD QUOTED
- a) Prices quoted are those ruling at the date of tender, but may be altered without notification because of variations in the costs of materials, wages, transport, exchange rates etc.
- b) Prices quoted are exclusive of VAT (unless otherwise stated) and are those in force at the date of quotation.
- c) Unless otherwise expressly agreed; prices quoted are ex-works and exclude all costs of packaging and delivery from the Company’s premises, but these may be charged as extras.
- DAMAGE IN TRANSIT AND NON-DELIVERY
Where goods or materials are consigned or sent to the purchaser or his agent, no claim will be accepted by the
Company and it shall not be liable, in so far as the negligence of itself, its servants or agents can be established
- a) GOODS DAMAGED IN TRANSIT Unless the Company and the carrier are notified in writing within 5 working days of delivery.
- b) NON DELIVERY of the whole or part of the goods, unless the Company and the carrier are notified in writing within 7 working days of the date of dispatch appearing in or from the Company’s dispatch document. In default of compliance by the purchaser with the requirements of this paragraph, the purchaser shall pay for such goods not delivered or damaged in transit without prejudice to the Company’s rights otherwise arising. The practice of signing for goods ‘not examined’ does not absolve the purchaser from this Condition.
Until payment in full has been made by the purchaser of all sums owing or due to the Company, on any account whatsoever, whether in respect of purchase of the Company's goods or otherwise;
- a) Full legal and equitable title of the goods supplied by the Company whether to the purchaser of the goods or a third party shall remain with the Company.
- b) The Company may at any time give written notice to the purchaser or third party requiring that the goods be placed at the disposal of the Company who shall be entitled to enter upon any premises of the purchaser or third party for the purpose of removing the goods.
Delivery of performance dates or periods are only best estimates and the Company is not liable for the consequences of the delay. No guarantees can be given in respect of delivery dates quoted.
The Company warrants to the purchaser that its products manufactured will be free from manufacturing defects due to faulty material or workmanship for a period of 24 calendar months from the date of production to the purchaser.
This date will be marked on the product label. If any product is found to be defective in material or workmanship during the warranty period, the Company’s entire liability and the purchaser’s sole and exclusive remedy shall be the repair or replacement of the defective parts. The Company shall not be liable for any costs or expenses, whether direct or indirect, associated with the installation, removal or re-installation of any defective product or part of a product. The Company’s liability shall not be effective or actionable unless there is compliance in all respects with all installation and operating instructions supplied by the Company or its manufactures, or if the product or part of the product has been subject to accident, misuse, mishandling, tampering, negligence or improper installation or maintenance, or has not been used solely for the purpose for which it was intended. Notice in writing of any defects within the warranty period shall be given to the Company as soon as they are known. The Company shall not, under any circumstances, be liable for any direct, indirect, incidental, special or consequential damages (including, but not limited to, loss of profits, revenue or business) or damage or injury to persons or property in any way related to the manufacturer or the use of its products. The exclusion applies regardless of whether such damages are sought based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory, even if the Company has notice of the possibility of such damages. The Company gives no guarantee in respect of any proprietary electrical or other equipment made by other manufactures and supplied with the Company’s products but will so far as possible transfer the benefit of any guarantee given by such manufactures to the purchaser. No liability shall vest in the Company arising out of this warranty unless the purchaser shall have first paid all the sums due and payable to the Company under this contract. The warranty will not be considered valid if a product is damaged due to the negligence of the Customer, or if the product label is missing.
Except as expressly otherwise provided in these Conditions the Company shall be under no liability:
- a) For loss or damage (whether consequential or indirect) caused by the negligence of the Company or otherwise howsoever to the purchaser or to any other person.
- b) For death or personal injury caused otherwise than by the negligence of the Company to the customer or to any other person.
- CANCELLATION OF ORDERS
Cancellation of orders (already accepted by the Company) will be accepted only at the Company’s discretion and the Company may charge for all works carried out or expenses incurred in relation to the order before the acceptance of the cancellation. However orders already dispatched cannot be cancelled and parts not required will have to be returned using the returns procedure which can be obtained by contacting the Company. Return charges may apply.
- PRICES AND PAYMENT TERMS
- a) Settlement of accounts is net thirty days from the date of invoice unless otherwise agreed differently in writing.
- b) If the purchaser fails to pay the Company by the due date the Company may either suspend all further deliveries or performance of services until payment is made in full.
- c) The Company reserves the right to charge interest when payment has not been made on the due date at a rate of 2% above bank base rate.
- d) If the purchaser fails to give the Company delivery instructions promptly the Company shall be entitled (but not bound) to store the goods at the purchasers expense, the goods will be invoiced at the date of notification to the purchaser that the goods are available for delivery, and not at the date of delivery should the delivery either be delayed at the request of the purchaser or be due to inadequate delivery instructions being provided to the Company.
- e) The prices contained in the Seller's price list are binding if accepted by order confirmation of the Seller, unless said order confirmation specifies otherwise. The Purchaser shall immediately notify the Seller of all errors and omissions of any type in the payment conditions and in the prices contained in the acceptance document.
- f) Prices do not include VAT and other taxes, customs duties or other charges that may be due on the Products in the country of the Purchaser and are expressed in the currency of the Seller's country unless agreed otherwise.
- g) The Seller also reserves the right to change the terms of payment of the Purchaser when, in its opinion, the financial conditions of the Purchaser and records of previous payments suggest that it is expedient to do so. The terms of payment are specified in the order confirmation. The invoicing value date is essential for payments.
- h) For payments from abroad, expenses for the transfer of funds from the foreign bank to the English bank will be sustained entirely by the Purchaser.
- HEALTH AND SAFETY
On or before delivery of the Company’s goods the purchaser shall if so requested by the Company enter into a written – undertaking to take such steps as may be specified by the Company sufficient to ensure that the goods will be safe and without risks to health when properly used. The customer shall indemnify the Company in respect of costs incurred in defending any proceedings in relation to Health and Safety at work act 1974 or statutory modification or re-enactment thereof or any regulations, orders or directions mode there under.
Technical information relating to the operation and maintenance of the Company’s products is available free of charge on application to the Company. When requesting such information, the part number and order number should be quoted for sake of clarification.
- FORCE MAJEURE
The Company shall not be liable to the purchaser to the extent that fulfilment of its obligations to the purchaser has been prevented hindered or delayed by force majeure herein defined. For the purpose of this condition force majeure shall mean circumstances beyond the control of the Company and include (without limitation)
- a) Riot civil commotion’s war rebellion national or international emergency strikes, lockouts or any labour disputes.
- b) Destruction or damage due to natural cause, floods, fires, explosions or breakdown of machinery.
- c) Any order of a local, national or international authority.
- d) Shortage of labour equipment, materials or supplies.
- e) Transport embargoes or failure or delays in transport.
- DEFAULT INSOLVENCY
The purchaser shall commit a breach of its obligations to the Company under this or any other contract or if any distress or execution shall be levied upon the purchasers property or assets or if the purchaser shall make or offer any arrangement or composition with creditors or commit any act of bankruptcy shall be presented or mode against the purchaser or (if a limited company) any resolution or petition for winding up shall be presented (other than for the purpose of amalgamation or reconstruction) or if a receiver or an administrator of its undertaking property or assets or any part thereof shall be appointed then the Company may without notice:
- a) Suspend the contract of any unfulfilled part thereof
- b) Stop any goods in transit
- c) Recover any goods from the purchaser’s premises for which payment as not been made in full without prejudice to any right or remedy for which the Company may lawfully enforce or exercise.
- LEGAL CONTRUCTION GOVERNING LAW AND MODIFICATION
- a) In these conditions the reference to the Company shall mean Innon Energy Ltd trading as Innon
- b) This contract shall be governed by and construed in accordance of the laws of England.
- c) Any modification or alteration of these conditions must be in writing and duly authorised by the Company. In the event of any conflict or discrepancy between these conditions and those (if any) stipulated, incorporated or referred to by the purchaser in accepting tenders or otherwise, these conditions shall prevail except to the extent that they are expressly modified by the Company on writing.
- RETURN PROCEDURE
Checks on faulty products under warranty and repairs are carried out exclusively by Innon Energyl Ltd. The goods will not be accepted without any Return Merchandise Authorization provided by a member of Innon Energy Ltd.
RMA numbers will be issued with Warranty replacement Form on demand from the customer (for further information please contact Innon Energy Ltd.). When returning goods to Innon Energy Ltd., the Customer must enclose a list of all the returned products with the product code, the product number and the anomaly detected on the Warranty Replacement Form. The cost of freight is always to be paid by the Customer when goods are returned to Innon Energy Ltd.. When the goods are returned to the Customer, Innon Energy Ltd. will pay the freight charges if the goods are under warranty. On the other hand, if the products are not under warranty, the freight must be paid by the Customer. Innon Energy Ltd. has to repair/replace the products within three months from the receipt of the returned goods. All material returned due to causes that can be attributed to the sales representative must be previously authorized by such sales representative. The delivery document accompanying the goods returned must describe the exact details of the sales invoice. Returns will not be accepted for goods sold more than 12 months prior to return. The value of the goods returned due to causes other than errors by the sales representative will be reduced by 20% from the purchase price, to cover administration, handling and testing costs. The goods returned will only be accepted with carriage paid by the sender. In any case, the material returned must not show any sign of tampering and must come in the original packaging. Otherwise, in addition to the devaluation described above, the cost of restoring the goods to as-new condition will also be charged. If such instructions are not observed, all unauthorised returns will result in a 10% admin fee if accepted.
Important: The returned package must clearly state on the outside our RMA number. Failure in doing so will result in the package being rejected.
- GENERAL REPAIR PROCEDURE
For all the products returned to Innon Energy Ltd., we will send back a report with the goods, explaining the reason for the failure, which repairs have been made and why some products cannot be repaired.
- Goods repaired under warranty
- a) All the products under warranty will be repaired and repackaged, if possible, enabling the Customer to sell the product as new. If the product is beyond repair or if it is more advantageous not to repair it, Innon Energy Ltd. will replace the product with a new one.
- Goods repaired out of warranty.
- a) All the products that are not under warranty will be repaired where possible. The Customer will be charged with the cost of the used materials and the time taken to repair the product. All the limited value products, which were repaired out of warranty, will be invoiced at a standard 25% of the list price. For all the remaining products, the cost of repairs will not exceed 40% of the relevant list price.
- b) The product will be sent back to the Customer as new. If the product is beyond repair or it is more advantageous not to repair it, the product will be returned to the Customer at no extra charge. Therefore, we stress that the Customer checks the date of the product before returning it to Innon Energy Ltd. If checking doesn't show any defect or anomaly, repair will be considered out of warranty and will be invoiced at a minimum (fixed) cost as a partial contribution for testing and regenerating costs.