This agreement applies as between you, the User of this Web Site and THP Systems, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.
Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
THP Standard Terms and Conditions of Sale
Each quotation issued by or on behalf of THP systems Ltd (“THP”) and the acceptance of any purchase order by THP for products supplied by THP shall be governed by the following Terms and Conditions.
General
Acceptance of this tender/quotation includes the acceptance of the following terms and conditions:
Governing Terms and Conditions – Except for an order which specifies only quantity and requested delivery terms and is part of an accepted order, no other term which differs from or adds to these terms and conditions shall be binding upon seller. Any other or different terms and conditions proposed by buyer are hereby expressly rejected. The placement by buyer of any order shall constitute acceptance of these terms and conditions.
Validity – Unless previously withdrawn, this quotation is open for acceptance within thirty (30) days of the date stated and is subject to confirmation at the time of such acceptance.
Prices – Prices quoted include delivery to addresses in the UK unless otherwise stated, the method of transport being at our option. Prices quoted for overseas shipment are EXW, unless otherwise stated. Unless shown on this quotation, no discount of any kind is allowable, the prices quoted being strictly net. The price quoted is based on the costs of goods, labour (where applicable), freight and import duties at the date of the tender/quotation.
Title, Delivery and Inspection – Shipping dates are approximate only and are never guaranteed. The mode of transportation is by usage of various UK Carriers for UK addresses and EXW for overseas shipments (according to INCOTERMS 2010). THP shall not be liable for any costs or damages during shipment (incidental, consequential, special or otherwise) or for THP’s failure to meet delivery dates due to shipment carrier errors. Delays experienced by THP in obtaining a validated export licenses shall be deemed excusable and beyond the reasonable control of THP. Buyer should not to exceed thirty (30) days to inspect goods delivered and to notify THP of any discrepancies. Failure of Buyer to give notice under these terms shall be deemed acceptance of the applicable goods and their concern shall be dismissed.
Packing – Where crates and valuable cases are used for packing goods that are delivered outside of the UK, they may be charged extra and credited upon return in good condition, carriage paid, to our works.
Cancellation – Cancellation of an order based on this quotation can only be made by mutual consent and on terms which indemnify us against all loss. No guaranteed cancellation is granted, and cancellation grants will be decided on a case by case basis.
Modification – Changes at the customer’s request in the specification of the goods to be supplied can only be made with our agreement and at our discretion, thus leaving the original quoted price subject to variation.
Damage or Loss – No liability is accepted for damage, loss or delay in transit, other than where transport has been arranged by THP directly. Where the price includes delivery to the customer’s premises or to an address given by the customer, liability for damage, loss or delay in transit will only be accepted if notice in writing is given within three (3) days of receipt of the goods to both the carriers and ourselves. The packing and contents notes should be retained for inspection by Carrier inspectors.
Export Control – All THP quotes and all Buyer purchase orders issued for THP products where applicable are subject to U.S. Export Regulations, including, without limitation, the International Traffic in Arms Regulations (ITAR) administered by the U.S Department of State’s Directorate of Defence Trade Controls, and the Export Administration Regulations (EAR) administered by the Department of Commerce’s Bureau of Industry and Security. THP’s performance on any resulting sale or contract is contingent on strict compliance with these regulations as applicable and may require prior written approval from the U.S. Government (USG) before THP can execute the terms and conditions of the purchase order. THP shall not be liable for delays resulting from the actions or inaction of any USG agency or export licencing processes. Buyer agrees to comply with the terms and conditions of all U.S. Export and Re-export Regulations, and U.S. Government written approvals related to this purchase order. Buyer agrees to indemnify and hold harmless Seller for all claims, losses, or damages, including, without limitation, reasonably attorneys’ fees and expenses, incurred by Seller as a result of any failure by Buyer to comply with this Section 10.
Compliance with Laws – Buyer represents and covenants that, always, Buyer’s use, sale, marketing and export of all THP products shall be in accordance with all applicable laws, rules, and regulations of EU and of any other applicable jurisdictions. Buyer will not export or re-export or authorise the export or re-export of any THP product, technology or information it obtains or learns from THP in violation of any laws, restrictions or regulations. THP hold right to refuse sale if above terms are suspected to be violated.
Legal Construction – Contracts shall in all respect be construed and operate as an English Contract and in conformity with English Law, and unless otherwise arrange to be subject to the Jurisdiction of the English Courts.
Forwarding Instructions – Forwarding instructions are required within seven days of our advice to the customer that the goods are ready for dispatch. If forwarding instructions are not received within this period, we reserve the rights to make a charge for storage and are not liable for delays.
Payment Terms – Payment for approved accounts shall be net thirty (30) days after delivery unless otherwise stated and agreed. Two satisfactory references are required for initial orders, or payment will be requested against pro-forma invoice. It is a condition of all sales that goods supplied remain the property of THP until payment is received in full. Title of the goods may not be given, transferred or in any other way disposed of either individually or as part of other equipment until all and every invoice for the parts or equipment is settled. For large systems/projects the customer may be required to submit staged payments, which would be agreed by both parties prior to the order being placed. In this case, goods to the value of the outstanding balance will remain the property of THP until such time as payment is received in full. Should the customer breech the contract and agreed payment terms, THP reserve the right to recover goods to the value of the outstanding balance at the time of dispute.
Guarantee – All statutory common law and customary implied conditions and warranties are hereby expressly excluded. Subject to the foregoing in the case of goods of our own manufacture, we are prepared to replace or repair free of charge any components or parts of any goods supplied which fall within twelve (12) months of the date of dispatch, solely as a result of faulty materials or bad workmanship. Such defective components or parts must be returned to our factory, carriage paid, and any labour costs involved in referring into any equipment will be chargeable to the customer if the fault is found to be outside of the warranty conditions. In the case of goods or components such as travelling wave tubes not of our manufacture, any guarantee shall be limited to that given to us in respect thereof by the manufacturer / supplier of the goods. In no circumstances shall we be liable for any loss or damage consequent upon any of the goods being defective and our liability is limited to the free replacement referred to above. This guarantee expressly excludes all software.
Importation – Where goods must be imported by THP into the UK to fulfil Buyer’s order, we reserve the right to amend our prices to cover any variation in import duty, tax or exchange rates of the pound sterling and the currency of the exporting country after the quoted validity period expires, unless an order has been placed.
Legal Construction – Contracts shall in all respect be construed and operate as an English Contract and in conformity with English Law, and unless otherwise arrange to be subject to the Jurisdiction of the English Courts.
Taxes – Prices do not include Value Added Tax, which on deliveries within the United Kingdom will be in accordance with the legal requirement at the time.
Intellectual Property – Subject to the exceptions in Clause 3 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of THP Systems, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
Subject to Clause 4 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by THP Systems.
Third Party Intellectual Property – Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
Subject to Clause 4 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Web Site or unless given express written permission to do so by the relevant manufacturer or supplier.
Fair Use of Intellectual Property – Material from the Web Site may not be re-used without written permission as detailed in the Copyright Designs and Patents Act 1988.
Links to Other Web Sites – This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of THP Systems or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.
Links to this Web Site – Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site www.thp-systems.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of THP Systems . To find out more please contact us by email at [email protected]
Privacy – Use of the Web Site is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.
Disclaimers
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- THP Systems makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
- No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.
- No part of this Web Site is intended to constitute a contractual offer capable of acceptance. No goods and / or services are sold through this Web Site and product and / or service details are provided for information purposes only.
- Whilst every effort has been made to ensure that all graphical representations of products and / or descriptions of services available from THP Systems correspond to the actual products and / or services, THP Systems is not responsible for any variations from these descriptions.
- THP Systems does not represent or warrant that such products and / or services will be available from us or our Premises. For this reason, please contact us prior to visiting if you wish to enquire as to the availability of any products and / or services. Any such enquiry does not give rise to any express or implied warranty that the products and / or services forming the subject matter of your enquiry will be available upon your arrival at our Premises.
- All pricing information on the Web Site is correct at the time of going online. THP Systems reserves the right to change prices and alter or remove any special offers from time to time and as necessary. All pricing information is reviewed and updated regularly.
Website Availability – The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
THP Systems accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
Limitation of Liability
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- To the maximum extent permitted by law, THP Systems accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.
- Nothing in these terms and conditions excludes or restricts THP Systems ’s liability for death or personal injury resulting from any negligence or fraud on the part of THP Systems .
- Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
Previous Terms and Conditions – In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
Notices – All notices / communications shall be given to us either by post to our Premises (see address above) or by email to [email protected] Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
Law and Jurisdiction – These terms and conditions and the relationship between you and THP Systems shall be governed by and construed in accordance with the Law of England and Wales and THP Systems and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
