Sherborne Sensors Terms and Conditions
General Terms & Conditions of Sale and Delivery
1. Sales Agreement. The sale of products by SHERBORNE SENSORS LIMITED (“Sherborne”) is governed by these terms and conditions (“Terms and Conditions”). Sherborne’s offer to sell products to the buyer (“Buyer”) is expressly limited by Buyer’s acceptance of these Terms and Conditions, as evidenced by Buyer’s issuance of a purchase order for product(s), or Buyer’s acceptance of any product under the purchase order, or Buyer’s payment for any product under the purchase order. Terms, if any, included on any Buyer’s purchase orders, acknowledgment forms or other documents shall not apply and are hereby voided, except any such terms that are expressly agreed to in writing by Sherborne.
Any offers to sell products by Sherborne must be in writing to be valid, and all such offers shall be valid for thirty (30) days from issuance, unless otherwise set forth in such offer. Such offers shall be deemed accepted only upon Sherborne’s receipt of Buyer’s written acceptance, provided that Sherborne receives such acceptance prior to the expiration of such time limit (such accepted offer, an “Order”).
Sherborne shall not be liable for any errors or miscalculations in Buyer’s purchase order.
Buyer may not cancel any Order without Sherborne’s prior written approval, such approval at Sherborne’s sole discretion. In the event Sherborne expressly agrees in writing to permit Buyer to cancel an Order, Buyer will compensate Sherborne for all costs and losses attributable to the cancellation. Subject to the warranty set forth in Section 9, products purchased under these Terms and Conditions are not returnable.
2. Prices. All prices include adequate packing, but exclude (and Buyer shall be solely responsible for) costs of loading, shipping, delivery, insurance, installation and commissioning. Prices do not include any fees, taxes or duties relating to the shipment and delivery of any of the products, including without limitation value-added tax (VAT), duty, import and export tariffs and other forms of taxes and excise duties in the United Kingdom or the recipient country.
Unless otherwise expressly agreed by the parties, all Orders are accepted on the basis that: (a) the price stated is the net price of the products (after deduction of any discounts) for delivery in accordance with the contract and overrides all previous oral and written representations; and (b) Sherborne may without prior notice adjust the price stated to take account of any change in specification made at Buyer’s request that directly affect the cost to Sherborne of supplying the products.
3. Time of Delivery. The estimated date of delivery shall be stated in Sherborne’s initial offer to sell products to Buyer or specified in a written acknowledgement given to Buyer within fifteen days after receipt of Buyer’s purchase order, as the case may be. Sherborne will use commercially reasonable efforts to deliver the products within the estimated time to the extent possible. Delivery dates are estimates only and Sherborne does not guarantee delivery of products on or by any estimated delivery date. In no event shall Sherborne be liable to Buyer for any costs, fees, penalties or price reductions as a result of any failure to deliver products in accordance with any estimated delivery dates save that in accordance with any guaranteed delivery program that may be in force from time to time. Partial deliveries by Sherborne are permitted unless otherwise upon agreed in writing by the parties.
4. Delivery. Delivery shall be made Ex Works (EXW) (Incoterms 2010), Sherborne’s shipping point. Unless otherwise agreed upon by the parties in writing, Buyer shall arrange for transportation and transport insurance. If Buyer fails to arrange for transportation, Sherborne will choose a method of transportation that it deems appropriate. In all cases Buyer is responsible for all expenses involved in the shipment and delivery of products (including without limitation loading, freight, shipping, insurance, forwarding and handling charges).
5. Title Transfer. Title to products shall pass to Buyer as soon as the products have been paid for.
6. Drawings. Descriptive Documents, etc. Sherborne reserves the right to alter measurements and dimensions as well as the design and description of any products. All data included in catalogues, prospects, circulars, advertisements, illustrated matter and price lists are approximate and shall not be binding unless otherwise agreed upon in writing by the parties. Drawings, descriptive documents, parts lists and other documentation (collectively, “Documentation”) provided or made available to Buyer by Sherborne are confidential information of Sherborne and may be used by Buyer only in connection with the use of the products. Buyer may not copy Documentation or disclose Documentation to any third party.
7. Use of Sherborne’s Products. Buyer acknowledges and agrees that the products must be used in accordance with all instructions provided by Sherborne and, where stated, products must be operated only by personnel who have received the appropriate training.
8. Rights and Software. Buyer shall not copy Sherborne’s software or any related documentation, other than as is necessary for back-up copies. Buyer shall not assign any rights in the software. Sherborne grants to Buyer a limited, non-exclusive license to use the software provided with the products solely for the purpose of operating the products in accordance with Sherborne’s written documentation.
Notwithstanding that title to the products may pass to Buyer, Sherborne shall remain the exclusive owner of all intellectual property rights of whatever nature including, without limitation, copyrights, patents and patentable inventions, know-how, trade secrets, trademarks and design rights (whether registered, registrable or otherwise) embodied in or otherwise relating to the products (including any software contained therein). Other than as permitted by applicable law, Buyer shall not reverse engineer the products or any part thereof. Buyer shall not remove any proprietary notices and/or branding contained in or otherwise affixed to the products.
a. Save as otherwise set out herein, Sherborne warrants that:
(i) all standard products listed on the Company’s website, manufactured by the Company and supplied to the Buyer by or on behalf of the Company, will be free from material defects in workmanship and materials on the date of their first shipment from the Company for a period of 24 months from such date.
(ii) all other products not covered by the warranty at clause (a)(i) above and manufactured by the Company and supplied to the Buyer by or on behalf of the Company, will be free from material defects in workmanship and materials on the date of their first shipment from the Company for a period of 12 months from such date.
b. Subject to clause (c) below, if:
(i) the Buyer gives notice in writing to the Company during the relevant warranty period set out at clause (a) above within a reasonable time of discovery that some or all of the products do not comply with the warranty set out in clause (a);
(ii) the Company is given a reasonable opportunity of examining such products;
(iii) the Buyer (if asked to do so by the Company) returns such products to the Company's place of business at the Buyer's cost. The Buyer shall contact the Company for a Return Material Authorization (RMA) number prior to returning any products to the Company; and
(iv) proof of purchase is provided (where requested by the Company)
the Company shall, at its option, repair or replace any product (with new or reconditioned products) not operating as warranted with a similar or functionally equivalent product or refund the price of the defective products in full. Where the Company supplies the Buyer with products manufactured by third parties, the Company will use commercially reasonable efforts to pass on to the Buyer the benefit of any warranty issued by the third party manufacturer.
c. The Company shall not be liable for products’ failure to comply with the warranty set out in clause (a) in any of the following events:
(i) the Buyer makes any further use of such products after giving notice in accordance with clause (b);
(ii) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the products or (if there are none) good trade practice regarding the same;
(iii) the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer;
(iv) the Buyer alters or repairs such products without the written consent of the Company;
(v) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(vi) the products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements and the Company reserves the right to charge reasonable fees for examining and testing products for which no defect can be found and/or where the Company is not responsible for the defect.
d. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these terms and conditions.
e. Any products replaced or repaired by the Company carry either a 30-day limited warranty commencing on the date of delivery of the repaired or replaced product or the remainder of the initial warranty, whichever is longer. Products returned to the Company should have any Buyer-installed accessories or add-on components removed prior to returning the product. The Company is not responsible for these items if they are returned with the product.
f. The Buyer is responsible for all shipping charges from their facility to the Company. The Company is responsible for return shipping charges from the Company to the Buyer.
g. If the product does not operate as warranted above, the Buyer's sole remedy shall be the repair or replacement of the product in question or refund the price of the defective products in full, at the Company’s option. The foregoing warranties and remedies are exclusive and are in lieu of all other warranties or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties or conditions of merchantability and fitness for a particular purpose. The Company neither assumes nor authorizes any other person to assume for it any other liability in connection with the sale, installation, maintenance or use of its products.
h. Where products that are no longer covered by the warranty set out at clause (a) above are returned to the Company for repair or calibration, the Company warrants that such products once repaired and/or calibrated will be free from material defects in workmanship and materials for ninety (90) days from the date of return shipment from the Company.
i. In the event that a Company product requires service outside of the warranty period it should be returned using the RMA procedure. The company will examine and test the product to determine the fault and the required remedy; a charge may be made if the product is found not to be faulty. A quotation will be supplied for the necessary repair. In the event that the cost of repair exceeds 60% of the cost of a new product, the product will be deemed "beyond economic repair" and a quotation will be supplied for the replacement of the defective product with a replacement product. The Company will use commercially reasonable efforts to support the products throughout their design life in respect of repair, maintenance and replacement of the specified product. This period will be no less than 5 years from the date of the first delivery of product to the Buyer.
10. Limitation of Liability. The Company’s maximum liability for any loss or damage suffered by the Buyer in contract, common law, tort (including negligence) or otherwise howsoever arising in relation to this agreement or otherwise relating to the products manufactured and supplied by the Company to the Buyer shall not exceed the sums actually paid by the Buyer to the Company for the product and/or products giving rise to such liability. In no event, whether based in contract or tort (including negligence), shall the Company be liable for incidental, consequential, indirect, special, or punitive damages of any kind, or for loss of revenue, loss of business, or other financial loss arising out of or in connection with the sale, installation, maintenance, use, performance, failure, or interruption of its products, even if the Company or its authorised reseller has been advised of the possibility of such damages. Nothing in this or any other provision of these terms and conditions shall limit the liability of the company in relation to death or personal injury caused by the Company’s negligence or for fraud or for fraudulent misrepresentation or any other liability, which may not lawfully be excluded. Nothing in these warranty conditions shall be taken to affect any applicable statutory rights of the Buyer.
11. Payment. Payment shall be due on the date and in the currency indicated in Sherborne’s invoice; provided, however, in the absence of such specified due date and currency indicated, prices are due and payable without set-off or counterclaim, in United Kingdom sterling, in immediately available funds thirty (30) days from the date of delivery or thirty (30) days from when each invoice relating to a contracted stage payment is sent to Buyer, whichever is earlier. Payment by cheque or other negotiable instrument is ineffective until it is honoured and Sherborne’s bank account is credited with the amount due. Time of payment is of the essence for each Order.
For late payments, Sherborne may, at its sole discretion, charge 3% (three percent) per annum above the base rate from time to time of Barclays Bank PLC accruing from the date the payment was due until payment thereof in full together with such interest. Buyer may not withhold or set off any payment as a consequence of any counterclaims of Buyer.
Any carriage, packing and other charges stated separately from the price are payable by Buyer at the same time, and shall be treated as part of the price. If Buyer pays an amount without apportioning it between specific debts or liabilities it shall be apportioned as Sherborne thinks fit. Sherborne may attribute a partial payment to one or more specific items, rather than to all the items, which are the subject of a particular contract.
If Buyer fails to timely pay any amounts due for products sold under any Order, without limitation of any other remedies at its disposal, Sherborne may: (i) terminate, cancel and/or rescind such Order and any other Order(s); (ii) demand the return of such products or enter Buyer’s premises to repossess such products; (iii) resell such products; (iv) accelerate and declare immediately due and payable any amounts owed by Buyer to Sherborne; (v) suspend any delivered under any other Order(s). In such event, Buyer shall indemnify Sherborne against any loss, damage or claim resulting from any purported cancellation or failure to take delivery, including the payment of license fees or other fees incurred by it in the course of its business together with the cost of any material, plant or tools used, or intended to be used, for Buyer’s Order(s), the cost of labour and other overheads, and redundancy payments primarily attributed to such purported cancellation. Sherborne’s rights shall not be prejudices or restricted by any indulgence or forbearance extended to Buyer and no waiver by such party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
12. Force Majeure. Sherborne shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or other labour difficulty, act of God, act of any governmental authority, riot, embargo, fuel or energy shortage, wrecks or delays in transportation, inability to obtain necessary labour, materials, or manufacturing facilities from usual sources, or due to any cause beyond Sherborne’s reasonable control. In the event of a delay in performance due to any such cause, the estimated date of delivery or time for completion of performance will be extended by a period of time reasonably necessary to overcome the effect of such delay. If Sherborne reasonably determines that any such delay in performance is likely to extend for a period of ninety (90) days or more, Sherborne shall have the right to cancel the applicable Order upon notice to Buyer with no liability or further obligation to Buyer with respect to such Order.
13. Venue. These terms and Conditions, including any dispute concerning its existence and validity and including disputes concerning any sales to which they apply, is governed by the laws of England and Wales, excluding its conflict of laws rules. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The application of the Uniform Laws on International Sales shall be excluded.
14. Other Agreements. These Terms and Conditions shall apply to all sales of products by Sherborne to Buyer and may only be modified or amended by a writing executed by an authorized officer of Sherborne and Buyer.
Terms and Conditions of Purchase
In these conditions ‘Buyer’ means Sherborne Sensors Limited. ‘Seller’ means the person or entity with whom the purchase order is placed. ‘Goods’ shall mean all deliverable goods, items, parts, products, materials or services described in the Purchase Order.
2. Orders Authorisation and Conditions of Order
The Buyer shall not be liable in respect of any orders other than those issued or confirmed in its official purchase order documents. The conditions set out herein shall be the conditions of the contract. No written or printed terms inconsistent herewith or additional hereto shall be binding upon the Buyer unless expressly accepted in writing by one of its authorised officials and, unless so accepted in writing, delivery of the Goods shall be deemed to be an unconditional acceptance of the order. The Seller’s terms and conditions will not apply to any purchase order placed by the Buyer unless confirmed to the Seller in writing prior to the delivery of the goods.
3. Specifications and markings
(a) The Goods must be supplied exactly in accordance with this order and any specification, drawing, process instruction or procedure defined therein. No variation from the requirements shall be permitted without the Buyer’s written authority.
(b) No marking not authorised by the Buyer shall appear on any part of the Goods, except, for standard products of the Seller, the manufacturer’s name, address and reference number, the date of manufacture, safety information and any other information relating to the function of the Goods usually incorporated by the manufacturer.
The price payable for the Goods will be the price set out in the order. Unless otherwise expressly agreed, the contract price will be a fixed price and will include the cost and risk of delivery to the Buyer’s premises.
5. Payment Terms
(a) Unless otherwise agreed payment of the price will be made 30 days following the end of the month of delivery. The invoice must be forwarded to the Financial Accounts Department of the Buyer at the postal address on the order, unless otherwise stated.
(b) The Buyer may withhold payment of any amount due to the Seller if the Buyer asserts any credit, set-off or counterclaim against the Seller.
6. Buyer Property
(a) All materials, patterns, dies, jigs, fixtures and tooling together with any specifications, drawings, process sheets and the like or any other property or intellectual property whatsoever supplied to the Seller by the Buyer or to the Buyer’s order, or procured or developed by the Seller specifically for the supply of Goods to the Buyer, shall be and remain the property of the Buyer and must not, without the Buyer’s written consent, be used for or in connection with the production of any Goods whatsoever other than the Goods ordered by the Buyer. The Seller shall ensure that such items are always identified as the property of the Buyer and must be returned to the Buyer immediately on demand.
(b) Insurance: All the Buyer’s property including that mentioned in condition 6(a) hereof together with materials and components provided free of charge by the Buyer in connection with this order must be insured by the Seller to its full replacement value against all risks until it has been received back by the Buyer or used or forwarded in accordance with its instructions.
7. Patent Rights etc.
If the supply or use of any Goods under this order, (other than any such Goods or things manufactured by the Seller in accordance with designs supplied by the Buyer), shall be held to constitute an infringement or an alleged infringement of any third party patent, copyright, registered design or trademark, the Buyer or any person at any time in possession of such Goods shall be indemnified by the Seller against all damages, costs, losses, charges or expenses incurred as a result of such infringement or alleged infringement and the Seller will further, if required by the Buyer, conduct any legal proceedings which may be necessary to protect the Buyer at the Seller’s risk and expense.
The Seller shall indemnify and hold harmless the Buyer from any loss, damage and expense, including all legal fees, incurred or sustained by the Buyer, which is caused by or arises as a result of any defects in the Goods or by reason of the negligence of the Seller or the failure of the Seller to conform to the terms of this order or applicable statutory duty or regulation. The Seller shall have in place general liability insurance and employer’s liability insurance for amounts acceptable to the Buyer, and shall provide evidence of such insurance on request.
All orders placed by the Buyer are strictly confidential. The Seller must not publish or cause to be published by any means whatsoever any details concerning the Goods, which are the subject of this order without the Buyer’s previous consent in writing.
(a) All information of the Buyer or its customers which is or may be disclosed to the Seller in the course of carrying out this order shall be treated by the Seller as strictly confidential and shall not without the prior written consent of the Buyer be disclosed to any third party or parties nor be used or copied for any purpose(s) other than for the execution of this order. The provisions of this condition do not apply to information which is or comes into the public domain otherwise than through a breach of this condition.
(b) If this order requires or permits the entry by the Seller or its permitted or approved subcontractor onto the Buyer’s premises it is a condition of this order that the Seller and any sub-contractor and their employees shall treat as strictly confidential any technical or commercial know-how processes, specifications or other information which shall come into its knowledge in the course of such entry and any such technical or manufacturing knowhow processes, specifications and other information shall not be disclosed to any third party without the Buyer’s previous consent in writing. The Seller shall obtain from any such subcontractor an undertaking in the terms of this condition.
11. Sub-Contracting, etc.
(a) The Seller shall not without the Buyer’s consent in writing assign or sub-contract this order or any part thereof other than for materials or for any part of the Goods of which the makers are named in the order or specification. Any such consent shall not relieve the Seller of any of his obligations under the contract.
(b) No third party shall have the right to enforce any provision of this contract.
12. Time for Delivery and Extensions
(a) Time shall be of the essence of this contract. The Goods shall be delivered at the time specified in the order. Goods may not be delivered more than 3 days early. If as a result of any event outside the Seller’s control the Seller is unable to deliver the Goods within the specified time then provided that the Seller shall have given notice in writing without delay of such event and his intention to claim an extension of time, the Buyer may grant the Seller such extension as the Buyer may consider reasonable. In the event of significant delay the Buyer reserves the right to terminate this order, in whole or in part, without incurring any liability to the Seller.
(b) In the event of the Buyer’s normal course of manufacture being interrupted, restricted, hindered or delayed by any cause whatsoever beyond its control or by any exceptional causes whatsoever, it may without additional cost defer the date or dates of delivery.
(c) If the Goods or any part thereof are not delivered within the time or times specified in the order or any agreed deferment or extension of such time or times the Buyer shall be entitled to the following remedies:
i) To recover from the Seller liquidated damages as follows: one half of one per cent (0.5%) per week for the first four weeks and one per cent (1.0%) per week thereafter of that part of the contract price which is properly attributable to the undelivered Goods and to any other Goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the said undelivered Goods. The rate shall be applied for each week or part of a week during which the order shall remain uncompleted. The Buyer shall be entitled to deduct such damages from any moneys payable by it under the terms of this order or otherwise. The total amount payable by way of damages under this condition shall in no event exceed fifteen per cent (15%) of the said contract price and such damages shall not relieve the Seller from any of its other obligations or liabilities under the contract; and/or
(ii) Cancel the order in whole or in part without incurring any liability to the Seller; and/or
(iii) Refuse to accept any subsequent delivery of Goods; and/or purchase substitute items elsewhere; and/or hold the Seller accountable for any loss and additional costs incurred.
(a) The Goods are to be delivered, carriage paid to the destination stated in the order. They must be delivered in good order and condition and quantities must not exceed those ordered or specified.
(b) Unless specifically ordered, no cases, wrappers nor packaging of any kind will be paid for. Should any cases, wrappers or packaging be ordered, charges therefore are to be shown on a separate invoice and such cases may be returned to the Seller who forthwith on receipt thereof in good order shall refund such charges.
(c) Subject to any special instructions from the Buyer, an advice note shall accompany every delivery, which shall state: the purchase order number, quantity of the delivery, the quantity already delivered under the order, and the balance of the order still to be delivered.
14. Quality Assurance
(a) The quality assurance requirements of Goods shall comply with the Seller’s quality procedures as authorised by the Buyer, and with the Buyer’s applicable quality procedures.
(b) Goods delivered shall, as applicable, meet the requirements for release documentation as stated on the face of the Buyer’s order. A Certificate of Conformity may be required as stated on the purchase order.
(c) The Seller shall promptly notify the Buyer of changes in product and/or process and/or change of manufacturing facility/location and obtain the Buyers approval. These requirements shall flow down to sub-tier suppliers within the supply chain.
15. Inspection and Access
Authorised Buyer representatives, customers of the Buyer and other authorities shall be allowed access to the Supplier’s premises at mutually agreed times to carry out inspection of the Supplier’s quality system and Goods verification when necessary.
(a) It is a condition that the Seller must replace promptly free of charge or pay the cost of local replacement of any Goods or parts thereof which may prove defective through faulty design, (other than a design made or furnished by the Buyer), material or workmanship within 12 months from the date of delivery.
(b) If any Goods supplied under this order for further processing before use shall prove to be defective whilst in the course of such processing the Seller will be liable to the Buyer for the cost of any labour expended in connection with such processing in addition to any legal rights which the Buyer may have in respect of such defective Goods.
(c) In the event that the Seller produces non-conforming product and cannot replace it within the agreed time scale, then the Seller shall promptly advise the Buyer. The Buyer and Seller shall agree a recovery plan that includes specifying how the non-conforming product is to be disposed of.
17. On-site Equipment
The Buyer shall not be responsible for or accept any liability in respect of damage or claims resulting from the use by or on behalf of the Seller or Buyer’s on-site equipment. The Buyer’s on-site equipment should be used only with its prior authority and in strict compliance with its site procedures and the Seller shall indemnify the Buyer against any failure to do so.
18. Termination on Notice
The Buyer shall be entitled at any time by 14 days notice in writing to terminate the contract and on such termination:
(a) The Seller shall use all reasonable endeavours to assign to the Buyer on request the benefit of any sub-contract entered into by the Seller in connection with the Goods the subject of this order or to terminate any such sub-contract.
(b) The Seller shall be entitled to be paid:
(i) The sums under the terms of this order in respect of work done and Goods delivered up to the date of termination.
(ii) Any sums which, consistent with applicable lead times, have necessarily and reasonably been paid by the Seller to its suppliers or contractors to carry out the Seller’s obligations.
(iii) The Seller will not be entitled to any payment other than under (i) and (ii) above.
19. Termination for Cause
The Buyer shall be entitled without liability to the Seller to terminate the contract immediately:
(a) If the Seller fails to perform any condition or requirement of this contract and, if capable of remedy, fails to remedy such breach within 14 days of written notice; or
(b) The Seller makes any arrangement with its creditors or enters into administration or goes into liquidation; or
(c) A receiver or manager is appointed of any of the property or assets of the Seller; or
(d) The Seller ceases or threatens to cease to carry on business; or
(e) Any distress, execution or other process is levied on any of the assets of the Seller.
20. Safety and Environmental Regulation
The Seller shall comply in all respects with the applicable environmental and health and safety laws and regulations and shall indemnify and hold harmless the Buyer from and against all damages costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by the Seller of such laws or regulations.
21. Hazardous Materials
The Seller must advise upon receipt of this order if the Goods to be supplied contain any hazardous or harmful materials requiring special handling or treatment. The Seller shall comply with all applicable requirements contained in laws, regulations and directives including but not limited to national, EU, and local environmental, health and safety laws, regulations and directives relating to the supply of Goods and Hazardous Materials. All Goods and Hazardous Materials shall comply with the requirements set forth in the Montreal Protocol on ozone depleting substances. Upon delivery of Goods to the Buyer, the Seller shall notify the Buyer in writing of all Substances of Very High Concern (SVHC) as identified on the “Candidate List” as published by the European Chemicals Agency (“ECHA”) in accordance with Article 59.1 of the European Regulation (EC) no 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) as amended from time to time. Unless supplier notifies the Buyer in writing and obtains the Buyer’s prior written consent, no Goods shall contain any of the Hazardous Materials pursuant to Article 2.1 and identified in Article 4.1 of the European Parliament Directive 2002/95/EC (RoHS Directive) as that directive is amended from time to time. Supplier shall be responsible for all costs and liabilities’ relating to the recycling of Goods pursuant to the most current version of the European Parliament Directive 2002/96 /EC (WEEE Directive) as such Directive is implemented in each country to which said Goods are supplied to the Buyer.
Where appropriate the Seller shall provide documentation including operating instructions, parts lists and comprehensive spares listings. All documentation supplied shall be in the English language.
23. Compliance with Laws
(a) The Seller shall comply in all respects with all applicable laws and regulations affecting the Goods and shall indemnify the Buyer against all damages, costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by the Seller of such legislation or regulation.
(b) The Seller shall comply with all of the Buyer’s mandatory customer terms that it is required to flow down to its suppliers.
24. Export Compliance
The Seller shall obtain all export licences necessary for the delivery of the Goods to the Buyer at the time specified in the order. The parties agree to comply with all applicable governmental regulations as they relate to the import, export and re-export of information and/or Goods under this contract. The Seller shall provide to the Buyer all the necessary information required for export classification of the Goods. The Seller shall indemnify and hold the Buyer harmless to the full extent of any loss, damage or expense, excluding lost profits, for any failure of the Seller to comply with such laws and regulations.
The Seller warrants that it has not, in connection with the Goods or Services:
(a) Offered, given or agreed to give or receive, requested or accepted any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper actor for the improper performance of any function associated with the order or the Goods or Services; or
(b) Acted in any way, which would constitute an offence by the Seller or would cause the Buyer to commit an offence under any anti-bribery legislation. If the Seller breaches the above warranty, the Buyer shall be entitled to terminate the order by written notice with immediate effect. Any termination shall be without prejudice to the accrued rights of the Buyer. The Seller shall indemnify and hold harmless the Buyer from any loss, damage and expense, including all legal fees, incurred or sustained by the Buyer, which is caused by or arises as a result of a breach of this clause.
26. Counterfeit Work
(a) Work consists of those parts delivered under a purchase order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). "Counterfeit Work" means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.
(b) The Seller agrees and shall ensure that Counterfeit Work is not delivered to the Buyer.
(c) The Seller shall only purchase products to be delivered or incorporated as Work to the Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by the Buyer.
(d) The Seller shall immediately notify the Buyer with the pertinent facts if the Seller becomes aware or suspects that it has furnished Counterfeit Work. When requested by the Buyer, the Seller shall provide documentation that authenticates traceability of the affected items to the applicable original manufacturer.
(e) In the event that Work delivered under the purchase order constitutes or includes Counterfeit Work, the Seller shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Order. Notwithstanding any other provision in the purchase order, the Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation the Buyer’s costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies the Buyer may have at law.
(f) This clause applies in addition to any quality provision, specification, statement of work or other provision included in the purchase order addressing the authenticity of Work. To the extent such provisions conflict with this clause, this clause
(g) The Seller shall include paragraphs (a) through (d) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to the Buyer.
27. Governing Law
This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wale
Late Delivery Compensation
Sherborne Sensors undertake to ship the goods on or before the date stipulated in their Order Acknowledgement to the Purchaser.
In case Sherborne Sensors fails to make shipment of the Goods on the date stipulated in the Order Acknowledgement, (with exception of Force Majeure specified below), and unless the Purchaser agrees to postpone the shipment, the Purchaser may claim credit in respect of late shipment.
The credit value for LATE SHIPMENT CHARGES is calculated at the rate of 1.0% of the Order line value for every seven (7) calendar days late, odd days less than seven being counted as seven days. In case Sherborne Sensors fails to make shipments five (5) weeks after the delivery time specified in the Contract, the Purchaser shall have the right to terminate the Order or Contract. Late shipment credit shall not exceed 5% of the Order value, excluding carriage costs and apply only to the products that are shipped late and not the total order value.
Whilst the Company intends to use all reasonable endeavours to perform, if by reason of any cause of any kind whatsoever beyond the Company's control or which it could not with reasonable diligence have avoided, the completion of the contract or delivery of the goods is in the Company's opinion rendered impracticable the Company may terminate, cancel, rescind or suspend the contract by delivering to the Purchaser a notice in writing to the effect and the Company shall not be liable for any resulting loss or damage to the Purchaser. Any dispute between the parties as to the interpretation of this clause shall be settled by an expert to be appointed by agreement between the parties or, in default of agreement, by the President for the time being of the Law Society, and such person shall act as expert and not as arbitrator and his decision shall be binding on the parties.