Terms and Conditions of Sales - UK

1. General
Waters Ltd ("Seller") hereby agrees to sell the products to buy upon the terms and conditions set forth herewith. Seller shall not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges such notification in writing.

2. Price

• Unless otherwise agreed at the time of sale, the price stated is ex-works and exclusive of VAT which shall be chargeable in addition upon supply of goods.
• All quotations and estimates used by Seller are, unless otherwise stated, based on current costs and are subject to amendment on or after acceptance of order by Seller to meet any rise in such costs.
• Any variation to prices quoted as a result of government taxes and levers will be for the Buyer's account.
• Written quotations automatically expire 60 calendar days (unless otherwise stated) from the date issued and are subject to termination by notice within that period. All orders based on written quotations are subject to Seller's acceptance at its office in Elstree, Hertfordshire.

3. Delivery

• Stock items are processed for prompt delivery. Whilst there is no minimum order value there is a minimum charge in respect of packing, handling and delivery. Details of these charges are available on request.
• Notwithstanding that the Seller and the Buyer may agree to deliver the goods at some specified place the delivery of goods to a carrier for the purpose of transmission to the Buyer is deemed to be a delivery of the goods to the Buyer and risk in the goods shall pass accordingly at the moment of delivery to the carrier.
• Inspection and testing and/or installation of the goods is not provided by Seller unless otherwise agreed at the time of sale.
• Seller retains ownership of the goods the property in which shall not pass to Buyer and Buyer shall keep any goods delivered to it as bailee for and on behalf of Seller until Seller has received payment of the price of all the goods (whether or not the goods are delivered in instalments and some have been paid for by Buyer pursuant to these terms) and until such time the Buyer shall store the goods separately or in some other way ensure that the goods are readily identifiable as the property of Seller and at Seller's request either shall deliver up to the goods to Seller or shall permit Seller to enter Buyer's business or other premises to repossess the goods and subsequently re-sell them.
• The provisions of this clause 3(d) shall survive the determination of the contract for whatever
  Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100
  Registered in England No. 2912366
  reason.

4. Payment

• Payment terms are strictly Net Cash 30 days after delivery of the goods (unless otherwise detailed on a quotation), provided Buyer's credit has been approved. If the Buyer's credit had not been established with Seller, terms are payment in advance or C.O.D.
• All payments made by Buyer shall be made without any deduction of deferment in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority.
• Where Seller does not receive payment of any of its invoices within 30 days of the date thereof interest shall thereafter accrue on the sum due and owing to Seller at the rate of 2% per month calculated on a daily basis without prejudice to Seller's right to receive payment within such 30 day period. 
• Time for payment shall be of the essence. 
• All service plans included in this agreement will be invoiced in full immediately following shipping of the goods, or following installation of goods where installation service is provided.

5. Confidentiality/Intellectual Property

• Any order received by Seller will be treated as confidential and will not be disclosed or publicised to any third party for any reason without the prior written consent of Buyer. Neither shall  Seller use Buyer's name or other identify for advertising or publicity purposes without Buyer's prior  written consent.  
• The sale of the goods by Seller to Buyer does not confer any right or license upon buyer to  use, exploit or otherwise utilise any intellectual property rights subsisting in or relating to the goods of  which Seller is a proprietor or to which Seller is otherwise entitled.

6. Specifications
The characteristics and specifications of Seller's products are documented in Seller's technical  literature and are approximately only Seller reserves the right to change product specifications  without prior notice.

7. Cancellation
An order accepted by Seller may be cancelled only before delivery of the goods and only with the consent of Seller upon terms that Buyer will indemnify Seller against any loss incurred.

8. Returns
In no case are products to be returned without first obtaining the consent of the Seller. Only unused products as currently manufactured which have been invoiced by the Seller within 30 days will be considered for return. Products accepted for credit are subject to a 20 per cent service charge plus all transportation charges. Products built to order or not of the original manufacturer of the Seller are not subject to return for credit under any circumstances. Products must be securely packed to reach the Seller without damage. Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100 Registered in England No. 2912366

9. Liability
While Seller's personnel are available to advise Buyer concerning general applications of Seller's products, oral representations are not warranties with respect to particular products and Seller specifically disclaim such representations. Seller warrants its products against defects in material and workmanship when used in accordance with the accompanying operating instructions for a period of one year from the date of delivery of the products or completion of installation if applicable. The Seller's sole obligation shall be to repair or replace at its options, any product or part thereof that proves defective in material or workmanship within the warranty period provided that the Buyer notifies the Seller within 30 days of discovering the defect. Unless otherwise agreed at the time of sale, warranty service will not be provided for equipment removed from the installation location identified to the Seller at the time of sale unless the new location is within a member State of the European Economic Community or a State with which the European Economic Community has a free trading agreement. Warrant service does not include or apply to: 

• Any product or part which in Seller's judgment has been repaired by others, abused, improperly installed, altered or misused or damaged in any way. 
• Products or parts identified by Seller prior to sell as not having being manufactured by the Seller. In such cases, the warranty of the original manufacturer will apply and Sellers sole obligation shall be to put the Buyer in contact with the original manufacturer. 
• Repair of products or parts which have malfunctioned or failed due to Buyers failure to perform preventative maintenance or calibration checks, or failure to have used good operating procedures as outlined in the operations manual or other materials provided to the Buyer by the Seller. 
• Repairs or replacements required as a result of decomposition or other changes caused by chemical action or a change in environmental conditions.
  SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED. THERE IS NO WARRANTY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS. BUYER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF CLAUSE 9 SATISFY THE REQUIREMENTS OF REASONABLENESS SPECIFIED IN THE UNFAIR CONTRACTS TERMS ACT 1977.

10. Termination

• If prior to the delivery of the goods(or any installment thereof) Seller has reason to believe that Buyer is unable to pay it's debts or if Buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsory or voluntary or compounds with or convents a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt or ceases for any reason to carry on Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100 Registered in England No. 2912366 business, Seller may terminate the contract by notice in writing to Buyer. 
• Termination of the contract personate to Clause 10 (a) shall not effect the accrued rights of the parties arising in any way out of such contract as of the date of termination.

11. Variation
Neither Seller or Buyer shall be bound by any variation, waiver of or a addition to, those terms and conditions except as agreed by both parties in writing signed on their behalf by either a secretary of the Seller or Buyer or a Director of the Seller or Buyer.

12. Time
Seller will endeavour to dispatch the products on the promised delivery date but does not guarantee to do so.

13. Force Majeure
Seller shall not be liable to Buyer for any delay or failure to fulfill its obligations under the contract if such delay or failure is caused by circumstances beyond its reasonable control.

14. Law
The contract shall be deemed to have been made in England and the Parties to the contract hereby submit to the jurisdiction of English courts. English law shall be the proper law of the contract.

15. Waste Disposal
It is the responsibility of the Buyer to manage and dispose of any waste electrical or electronic equipment purchased from the Seller in accordance with the terms of Articles 21 and 22 of the Waste Management (Waste Electrical and Electronic Equipment) Regulations 2005.