Terms and Conditions of Contract
By placing an order with Gane DataScan Limited you are accepting these terms and Conditions. Your existing statutory rights are not affected by these Conditions.
1.1 The “Seller” means Gane DataScan Limited.
1.2 The “Buyer” means any person who accepts a quotation for Goods by the Seller or whose order for Goods is accepted by the Seller.
1.3 “Goods” means the goods or services (including any instalments of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions.
1.4 “Conditions” means the terms and Conditions set out herein and any special or additional Conditions agreed in writing by the Seller.
1.5 “writing” includes by mail, facsimile transmission or email.
1.6 “ Contract” means the contract for the purchase and sale of the Goods and the supply of the Services under these Terms and Conditions
2. Basis of Sale and Service
2.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Buyer by whichever is the earlier of:
2.3.1 the Seller’s written acceptance;
2.3.2 delivery of the Goods;
2.3.3 provision of the Services; or
2.3.4 the Seller’s invoice.
2.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, 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.
2.5 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative.
2.6 The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller). The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
2.7 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
2.8 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
2.9 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.
2.10 For orders to be delivered within the UK: If an item is out of stock on the day that a Buyer’s order is received by the Seller, the Seller will send everything that is in stock and the out of stock item will remain on back order. The Seller may send the Buyer an email telling the Buyer when the Seller expects to have the item in stock if the delivery time is expected to be significantly different from the availability shown on the Seller’s website product page. When the item arrives into stock the Seller will deliver the item to the Buyer as soon as possible.
3.1 The price for the Goods shall be that on the Seller’s current price list unless otherwise agreed in writing by the Seller.
3.2 All prices are exclusive of VAT and charges for postage, packaging and carriage, all of which shall be paid in addition as agreed in writing.
4.1 The Seller is prepared to consider applications for credit accounts from corporate Buyers subject to approved references.
4.2 Non-credit account Buyers must make payment in full of any invoice before despatch of Goods.
4.3 Payment may be made by the following methods:
4.3.1 cash in pounds sterling not exceeding £500
4.3.2 cheque drawn on a UK bank – goods will not be despatched until the cheque has been honoured
4.3.3 BACS or bank transfer
4.3.4 Credit or debit card.
4.4 Buyers with credit accounts must make payment in full on the terms of credit agreed which shall not be more than from the end of the month following the date of invoice unless otherwise agreed in writing by the Seller.
4.5 The Seller reserves the right to make an additional charge if a payment is made in any currency other than Pounds Sterling
5. Interest on Overdue Invoices
5.1 If any invoice shall become overdue for payment compensation and interest shall be payable at 8% per annum above the late payment reference rate as defined by the Late Payment of Commercial Debts (Interest) Act 1998 from the date the payment became due under the invoice until the date of payment. Such interest shall accrue both before and after any Judgment.
6.1 The Seller will take all reasonable steps to keep to any estimated delivery date but time shall not be of the essence. The Seller shall not be liable for any losses consequential or otherwise arising directly or indirectly out of any failure to meet an estimated delivery date. The Seller reserves the right to make delivery in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.2 Unless otherwise agreed in writing deliveries may take place at the Buyer’s premises or such premises as are designated by the Buyer up until 6.00 p.m. on the date of delivery. In the event of the Buyer not accepting delivery on the delivery date the first attempt at delivery is to be considered as the delivery date for the purpose of invoicing.
6.3 The Seller shall make delivery of the Goods to the Buyer’s address and the Buyer shall make arrangements to take delivery of the Goods at that address upon the same being tended for delivery.
6.4 The method of despatch of all Goods shall be at the Seller’s absolute discretion.
7. Ownership and Risk
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection;
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods; or
7.1.3 In the case of Goods being installed by the Seller, the time that the Seller notifies the Buyer that the installation is complete.
7.2 Title to the Goods shall remain vested in the Seller until the Seller has received in cash or cleared funds payment in full of the price of the Goods
7.3 The Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee until such time as title to the Goods passes to the Buyer and shall keep the Goods properly stored and protected and insured and identified as the Seller’s property.
7.4 The Buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in satisfactory Conditions.
7.5 If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 7.5.2, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
7.5.1 If the Buyer becomes subject to any of the events listed in clause 7.5.2, or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.
7.5.2. For the purposes of clause 7.5.1, the relevant events are:
(a) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(d) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrances of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer
(g) (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
(i) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.5.2(a) to clause 7.5.2(h) (inclusive);
(j) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the Buyer's financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; and
(l) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.5.3 Termination of the contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
7.6 Whilst the purchase price for any Goods delivered to the Buyer shall remain overdue for payment either wholly or in part without prejudice to any of its other rights the Seller may recover and/or resell the Goods or any of them and may enter on the Buyer’s premises by its servants or agents to recover the Goods and shall be entitled to recover from the Buyer any costs incurred in connection with such recovery.
7.7 Until payment for any Goods has been made in full the Buyer shall not pledge, charge by way of security or in any other way encumber the Goods which remain the property of the Seller.
7.8 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 7.3
8.1 The Seller warrants to the Buyer that the Goods delivered will correspond with the description given by the Seller to the Buyer on delivery and such warranty is given subject to the following Conditions:-
8.1.1 The Seller accepts no liability for any defect arising on errors or omissions in any drawing specification or design supplied by the Buyer to the Seller.
8.1.2 The Seller will accept no responsibility for any defect in the Goods arising from wilful damage, neglect, failure to follow manufacturer’s instructions, failure to follow the Seller’s oral or written instructions as to the storage, maintenance or installation of Goods or the good practice regarding the usage of Goods, abnormal working Conditions or abuse or alteration or repair during the manufacturer’s warranty period without the Seller’s written approval
8.1.3 The Seller’s warranty shall not come into force unless the invoice for the Goods was paid by the due date.
8.1.4 The benefit of any warranty or guarantee given by the manufacturer of the Goods will be passed to the Buyer on delivery of the Goods to the Buyer.
8.1.5 Save as provided in these Conditions and save and except where the Buyer is dealing as a consumer all warranties, Conditions or other terms implied by statute, common law or otherwise are excluded to the extent permitted by law.
8.1.6 Save in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be responsible for any incompatibility of use issues or held liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty of common law for any direct or indirect special or consequential loss or damage expenses or other claims for compensation whatsoever whether caused by negligence of the Seller, its employees or agents or otherwise which arise out of or in connection with the supply of Goods or their use or resale by the Buyer of whatsoever nature.
8.1.7 The Buyer may purchase an extended warranty from the Seller on terms to be agreed in writing by the Seller
8.1.8 Any liability of the Seller in connection with claims made under the contract shall not exceed the price of the Goods actually paid by the Buyer unless otherwise specifically agreed in writing by the Seller.
8.1.9 The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event as defined in clause 10 or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions relevant to the supply of Goods
9. Limitation on liability
9.1 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount actually paid for the Goods by the Buyer.
9.2 Nothing in these Conditions shall limit or exclude the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Seller to exclude or restrict
10. Force Majeure
The Seller shall not be liable to the Buyer or held to be in breach of the contract by reason of any delay in performing or failure to perform any of the Seller’s obligations in respect of the Goods if such delay or failure was caused by a Force Majeure Event A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including without limitation strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. Cancellation of Contract/Return of Goods/Replacement of Defective Goods
11.1 No contract may be cancelled once it is accepted by the Seller and no Goods may be returned save at the absolute discretion of the Seller.
11.2.1 In the event that the Seller agrees to accept the return of non-defective Goods such return will be on the following Conditions:-
11.2.2 The Buyer must obtain a Goods return number from the Seller which number must clearly be displayed on each parcel to be returned. The Goods must be returned in the manufacturer’s original packaging in unopened condition complete with any accessories, manual and other documentation. Software packages must have the software seal unbroken. If the terms of this clause are not complied with returned Goods will be rejected.
11.2.3 If in the opinion of the Seller damage has been caused to the Goods during transport from the Buyer to the Seller the Buyer will remain liable for the full cost of the Goods or at the discretion of the Seller cost of remedying any damage.
11.2.4 If the Seller accepts the return of Goods (other than on the grounds of defect) the Seller reserves the right to make a handling and restocking charge of “25% of the total price of the Goods returned” together with an collection charges.
11.3 Any alleged defect in the Goods must be notified to the Seller within seven days of the date of delivery. In the event that delivery is not refused and the Buyer fails to notify the Seller within the time stated no rejection of the Goods will be accepted and the full purchase price shall be payable by the Buyer.
11.4 In the event that any valid claim is notified to the Seller based on the Goods delivered under the Contract being defective the Seller shall at their discretion be entitled to replace the Goods free of charge or refund the Buyer the price of the Goods actually paid by the Buyer and the Seller shall have no further liability to the Buyer.
11.5 The Buyer shall retain the Goods in respect of which allegation of defect is made together with the original manufacturer’s packaging for a reasonable time to enable the Seller or its agent to inspect the Goods or to arrange for the Goods to be collected from the Buyer if the Seller would so require.
11.6 Unless otherwise agreed in writing by the Seller no credit for return Goods will be given in the case of Goods returned other than by reason of defect.
11.7 Goods ordered by Buyers other than those included in the Seller’s sales catalogue will not be accepted for return save where specifically agreed in writing by the Seller.
12. Notices and Communication
12.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
12.2 Notices shall be deemed to have been duly given:
12.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
12.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
12.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
12.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
12.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
13. Entire agreement
13.1 The contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller, which is not set out in these terms and Conditions.
14.1 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of the Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
15.1 A waiver of any right or remedy under the terms and Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
15.2 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver
16. Third party rights
16.1 A person who is not a party to these terms and Conditions shall not have no rights under with them pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.1 Except as set out in these Conditions, any variation to the contract, including the introduction of any additional terms and Conditions, shall only be binding when agreed in writing and signed by an authorised signatory of the Seller.
18.1 The Seller may assign the Contract or any part of it to any person, firm or company without the prior consent of the Buyer.
18.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
19 Governing law and jurisdiction
19.1 The contract, these Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.