Conditions of Sale

1. Definitions
In these Conditions “The Company” means Insight Automation Ltd and / or Langthorne Automation. “The Customer” means a person, firm or company with whom a contract is made or to whom a quotation is addressed. “The Goods” means any goods, work, work and materials or services supplied pursuant to a contract.

2. Effectiveness of these General Conditions of Sale
These General Conditions of Sale are effective as of 16/01/19 and replace all previous (Terms & Conditions) and are applicable to all orders submitted to The Company.
All sales of goods by The Company to its Customers shall be governed by the following General Conditions of Sale, which shall constitute an integral part of any agreement for the sale of goods between The Company and the Customer, and shall supersede and cancel any inconsistent covenant or provision contained in the order or any other document issued by The Customer, except where expressly agreed in writing by a Director of The Company.
Illustrations and descriptions contained in The Company’s catalogues and other printed materials are for the sole purpose of identification and may be modified by The Company at any time without prior notice.
Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by The Company shall be subject to correction without any liability on part of The Company.

3. Orders
Unless otherwise expressly stated in writing all quotations, estimates and literature supplied by The Company are invitations to treat. The Customer’s order is an offer and shall become binding upon acceptance by The Company. The contract arising on such acceptance may only be cancelled or varied with The Company’s consent. The giving of such consent shall not in any way prejudice The Company’s right to recover from The Customer full compensation for any loss or expense arising from such cancellation.

4. Price
a) All quotations and estimates issued by The Company are based on the current cost of production, including but not limited to costs of labour, materials, carriage, exchange rates and overheads. The Company reserves the right to vary the price of any Goods previously ordered by The Customer to meet any rise in such costs.
b) The Company is entitled to alter the prices / price list at any time without prior notice nor negotiations.
c) Any variation in quantity against quotations or estimates issued by The Company shall entitle The Company to vary the price of Goods.
d) The Company shall be entitled to charge The Customer in addition to the price of VAT or similar Government Tax or levy at the rate prevailing at the date of The Company’s invoice.

5. Delivery
Carriage will be charged using the most suitable and cost effective method of delivery.
The Company accepts no liability for any loss or damage resulting from delay in supplying goods or services or for their non-supply. Any dates agreed for delivery or performance shall be regarded as estimated only. The time shall not be of essence of the contract.
The Customer shall notify The Company in writing within 3 days of the receipt of invoice of damage in transit. Non-delivery or short delivery of Goods must be reported within 10 days of consignment / invoice date to allow for recovery. Failure to comply may leave this responsibility with The Customer.

In all cases of delivery made by transport other than The Company’s, including collection by The Customer, carriage charges are wholly and exclusively at The Customer’s responsibility. It remains The Customer’s duty to arrange adequate insurance cover from the time of pick-up from The Company’s premises. This includes and applies to deliveries made to third party locations on the request of The Customer equally.

Where The Company is required to perform work or deliver goods to the Customer’s premises or premises specified by The Customer, The Company shall be given uninterrupted access and reasonable facilities during normal working hours for performance of the service.

The Company may at any time withhold delivery from The Customer pending payment of any sum due from The Customer to The Company under any other contract.

6. Payment and Terms of
a) The purchase price for The Goods, including any VAT, shall be paid by Customer with credit accounts within 30 days unless otherwise agreed in writing by The Company, following the date of invoice and payment shall be a condition precedent to future deliveries under the same or any other contract existing between the parties.

b) Notwithstanding The Company’s rights to recover the purchase price of The Goods in full on the due date The Company reserves the right to charge The Customer interest on all overdue accounts at the rate of 8% plus the prevailing Bank of England base rate. For further details regarding interest on late payments, please refer to the following:

https://www.gov.uk/late-commercial-payments-interest-debt-recovery/charging-interest-commercial-debt

If The Customer fails to pay promptly, he shall lose the benefit of any previously agreed discounts. The Company further reserves the right to suspend any credit facility extended to The Customer, and The Company may require full payment before the dispatch of any and all future Goods.
c) The Company shall be entitled to apportion any payment received from The Customer in order to meet such outstanding invoices as The Company decide appropriate.
d) The Customer shall pay all accounts in full and not claim any rights of set off or counterclaim against invoices submitted.

7. Warranty
a) The Goods are warranted to accord with the agreed specifications, or if there is no agreed specification to have been subject to The Company’s quality control. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded.
b) All information and details contained in The Company’s literature or specifications have been carefully prepared to avoid errors but their accuracy is not guaranteed and The Company shall not be liable for any inaccuracies or omissions.
c) Any recommendations or suggestions made by The Company relating to the use of The Goods is made in good faith, but it is for The Customer to satisfy himself of the suitability of The Goods for its own particular purpose. Accordingly, unless otherwise expressly given in writing, The Company gives no warranty as to the suitability of The Goods for any particular purpose even though that purpose may be specified in The Customer’s order and implied warranty or condition (statutory or otherwise) to that effect is excluded.

8. Acceptance
The Customer shall carry out a thorough inspection of The Goods immediately after delivery and shall give written notification to The Company within 5 working days of any defects which a reasonable examination would have revealed. If a Customer fails to give such notice The Goods shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for the same accordingly and any claim against The Company shall be rendered void.

9. Guarantee
a) Subject to compliance with conditions 8) above which shall be a condition precedent to The Company’s liability, and provided that the terms of condition 9c) do not apply, The Company will, if satisfied in its sole discretion that within a period of 12 months from the date of delivery to the Customer, The Goods of The Company’s manufacture are defective due to faulty materials or workmanship, repair or replace (at its option) The Goods. Unless The Goods are returned for assessment first, The Company will issue, at its own discretion, an advance replacement and invoice to The Customer at the same rate as the original purchase price. Once the defective Goods are returned and deemed the terms of condition 9c) do not apply, we will issue a credit note against the original Invoice for the replacement Goods.
b) If The Company considers it necessary to inspect The Goods before implementing its discretion under condition 9a) above, The Company may require The Customer to return The Goods for inspection and shall not be required to take any action until The Goods are returned.
c) The Company shall not be liable for The Goods’ failure if:
(i) the defect arises because the Customer failed to follow The Company’s manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice;
or
(ii) the defect arises as a result of The Company following any drawing, design or specification supplied by the Customer;
or
(iii) the Customer alters or repairs such Goods without the written consent of The Company;
or
(iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
d) Except as provided in this clause 9, The Company shall have no liability to the Customer in respect of the failure of The Goods.
e) Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or otherwise are, to the fullest extent permitted by law, excluded from the contract.
f) These Conditions shall apply to any repair or replacement of The Goods supplied by The Company.
g) The Customer shall provide any third party with whom The Goods are to be supplied pursuant to a contract, express notice of the terms

of this clause 9 and agreed to fully indemnify The Company for all or any loss caused by a failure to do so.
h) The liability of The Company under such guarantee or the warranty contained in condition 7a) above shall be limited to the invoice value of The Goods replaced or repaired and The Company shall not be liable for any consequential loss or damage howsoever caused. It shall be the duty of The Customer to insure against such consequential loss and to hold The Company harmless therefore.
g) The Company shall have no other liability depending on, or in connection with defective goods and, in particular, it shall not be liable for injury or damages to persons or property resulting from the sale or use of the goods or for any other actual damage or loss of profit, directly or consequentially suffered by the customer or any third party. The Customer shall not be entitled to delay or suspend any payment on the ground of any claim with respect to the goods or of any alleged break of warranty.

9. Retention of Title and Risk
a) Risk in The Goods shall pass to The Customer upon delivery and he shall insure against all loss and damage to The Goods.
b) All Goods supplied by The Company shall remain its sole and absolute property both in law and equity until The Customer shall have made full payment to The Company for all The Goods supplied under the same contract. The Customer acknowledges that he is in possession of The Goods supplied under the terms of these conditions solely as bailee for The Company.
c) Until such time as The Customer becomes the owner of The Goods, The Customer undertakes to keep The Goods on his premises in such a manner that they are readily identifiable as The Goods of The Company and further undertakes not to dispose of such Goods until such time as the title in The Goods passes to The Customer in accordance with the above provisions
d) The Customers right to possession of The Goods shall cease if he does anything, or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up or if an individual commits an available act of bankruptcy and The Company is authorised in such circumstances to enter any premises where The Goods are stored or where it is reasonably thought they are stored for the purpose of repossessing The Goods.
e) If payment is overdue, The Company may (without prejudice to any of their other rights) recover and/or resell The Goods and The Customer hereby irrevocably licences The Company or their agents to enter upon any premises where The Goods are reasonably thought to be stored for the purpose of such recovery and / or resale.
f) In the event of The Customer purporting to sell the goods to a third party before payment has been made to The Company, any such proceeds of sale shall be received and held by The Customer as the Company’s agent. The Customer therefore acknowledges and agrees to stand in a fiduciary relationship to The Company and must strictly account to The Company the proceeds thereof.

10. Health & Safety
The Customer undertakes to take all steps necessary to ensure that The Goods when handled or properly used will be safe and without risk to health. The Customer will indemnify The Company against any liability whether civil or criminal which The Company maybe under in respect of any illness or injury caused by The Goods or their use.

11. Product Liability
The Customer shall indemnify The Company against all loss arising from any liability which The Company may incur in respect of The Goods or any of them resulting from any claim brought against The Company under The Consumer Protection Act 1987.
The Company does not warrant the suitability of The Goods for any particular purpose. Such responsibility and liability rest exclusively with The Customer. The Company will pass on the Product Guarantees as issued by the manufacturer or his agent. No additional Guarantee is offered.

12. On-Line Shop Transactions
All transactions are deemed to be Business to Business (B2B) solely.

13. Force Majeure
No liability is accepted by The Company for any direct or indirect loss arising from non-delivery of goods caused by act of God, riot or civil commotion, strike, lock out, fire, flood, drought, act of Government, shortages of raw materials or any other cause whatsoever beyond its control.

14. Jurisdiction
The Contract shall be governed by The Laws of England and Wales and the partied hereby submit to the exclusive jurisdiction of the Courts of England and Wales.