VARIGON SOLUTIONS INC. GENERAL TERMS AND CONDITIONS OF SALE
1.1. Orders are accepted on these Terms and Conditions. No subsequent Terms or Conditions stipulated by the Purchaser are to amend or vary the following Terms and Conditions except so far as expressly agreed by the Company in writing. These Terms and Conditions shall automatically take priority over the Purchaser’s conditions of purchase, and the Purchaser’s act of providing a delivery instruction constitutes an unqualified acceptance of these Terms and Conditions.
1.2. In these Terms and Conditions of Sale, the following words shall have the following meaning:
1.2.1. Due Date means the date of payment notified by the Company to the Purchaser.
1.2.2. Goods shall refer to all goods that the Company sells.
1.2.3. Working Days means days excluding Saturdays, Sundays and Public Holidays.
1.2.4. References to “the Company”, “us” and “our” and “we” refer to Varigon Solutions Inc.
1.2.5. References to “Purchaser” and “You” refer to the individual, organization or company whose order for Goods is accepted by us, and the term “your” shall be construed accordingly.
1.3. The headings in these conditions are for convenience only and shall not affect their interpretation.
1.4. All rights and remedies expressly reserved by us in these Conditions are without prejudice to any other right or remedy available to the Company.
1.5. Where rights and decisions are to be exercised or made at the Company’s sole discretion then the Company shall be under no duty or obligation to justify or provide a reason for the decision.
1.6. The Company reserves the right to amend these general Terms and Conditions of Sale from time to time and in such manner as the Company determines by giving notice to the Purchaser. Any amendments will not affect any Contract that the Company has entered into with the Purchaser prior to the date of amendment.
1.7. Any typographical, clerical or other error or omission in any sales literature, website based information, 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 the Company’s part.
1.8. Current version of the Company’s general Terms and Conditions of Sale by contacting the Company on 901-937-5200 and from the Company’s website www.varigonsolutions.com/terms.
1.9. If a court or any other competent authority finds that any provision of our Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of our Terms and Conditions shall not be affected.
2.1. Prices shall be those ruling at the date of dispatch and the Company reserves the right to revise prices in the event of any change in costs and/or prevailing conditions between the date of receipt of an order and the date of dispatch.
3.1. All credit accounts are granted subject to our initial and continuing approval. Where Purchaser does not have a credit account, all amounts charged by the Company shall be net of taxation and other applicable charges and payable in full prior to delivery of the Goods, unless otherwise agreed by the Company in writing.
3.2. The Company must receive payment in full from the Purchaser for all invoiced items and Goods by the Due Date. The Purchaser hereby agrees to pay the Company in accordance with this requirement for all invoiced items and Goods, unless otherwise agreed in writing.
3.3. Standard payment terms are 30 days from date of invoice and time shall be of the essence in respect of all payments due to the Company from the Purchaser.
3.4. All amounts due to the Company shall be paid by the Purchaser in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law.
3.5. The Company may at any time, at its discretion and without notice to the Purchaser, set- off any sums or any part thereof due by the Company to the Purchaser in or towards the satisfaction of any liabilities the Purchaser has to the Company. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to the Company under these Terms and Conditions or otherwise.
3.6. If any amount payable by the Purchaser is not received by the Due Date then without prejudice to any other rights or remedies the Company may have:
3.6.1. The Purchaser will be liable to pay interest on all unpaid invoices at the rate of 1.5% per month.
3.6.2. The Company may cancel any further deliveries to the Purchaser; and
3.6.3. Credit facilities may be withdrawn and the Company may require that any further supply of Goods to the Purchaser is on a payment with order basis only.
3.7. The Purchaser’s right to possession of the Goods shall terminate immediately if:
3.7.1. The Purchaser is in breach of these terms; or
3.7.2. If the Purchaser, being an individual, has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or, being a body corporate, convenes a meeting of creditors, enters into liquidation, or a receiver, manager, administrator or administrative receiver is appointed over its undertaking or any part thereof, or a notice filed, resolution passed or a petition presented to any court for its winding up or administration.
3.8. The Company does not supply Goods on a sale or return basis, all orders placed by Purchaser are on a “firm sale” basis. The Purchaser will not be entitled to return any Goods to us or require us to take back any Goods from the Purchaser after they have been delivered to, or collected by the Purchaser, except in circumstances set out in clause 6.
RISK AND TITLE
4.1. The risk of damage to or loss of the Goods supplied by the Company shall pass to the Purchaser on delivery.
4.2. Legal and beneficial title to the Goods shall not pass to the Purchaser until the Company has received payment in full (in cash or cleared funds) for:
4.2.1. The Goods; and
4.2.2. Any other Goods or services that the Company has supplied to the Purchaser in respect of which payment has become due.
4.3 Until title to the Goods has passed to the Purchaser, the Purchaser shall:
4.3.1 Hold the Goods on a fiduciary basis as the Company’s bailee;
4.3.2 Store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Company’s property;
4.3.3 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
4.3.4 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
4.3.5 Notify the Company immediately if it becomes subject to any of the events listed in clause 3.6.2; and
4.3.6 give the Company such information relating to the Goods as the Company may require from time to time.
4.3.6 Until the property in the Goods passes to Purchaser (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require Purchaser to deliver up the Goods to the Company and, if Purchaser fails to do so immediately, the Company reserve the right to enter upon any premises where the Goods are stored and repossess the Goods and to dismantle the same (without being liable for any damage caused by so doing).
4.3.7 Purchaser will not be entitled to pledge or in any way encumber by way of security for any indebtedness any of the Goods which remain the Company’s property, but if Purchaser does so encumber the Company’s property all moneys owing by Purchaser to the Company will immediately become due and payable.
4.4 On termination of any Contact, howsoever arising, the Company’s rights contained in this clause 4 shall remain in effect.
5.1. The Company shall make reasonable endeavors to meet the Purchaser’s requirements as to time and date of delivery and may make part deliveries towards fulfillment of any order and will not be liable to the Purchaser for any failure to deliver the Goods by or at any particular time or date.
CLAIMS AND LIABILITY
6.1. The Company shall not be responsible for any loss or damage arising from default, non-delivery or delay in delivery howsoever caused and the Purchaser shall not be entitled to terminate or cancel the Contract because of any such delay in delivery or non-delivery.
6.2. All Goods must be examined by the Purchaser at the time of delivery and signed for. Any loss or damage must be noted against signature and the Company must be notified in writing within three days of delivery.
6.3. Subject to the Purchaser fulfilling the conditions in clause 6.2 above, the Company shall replace any Goods that were damaged while they were at the Company’s risk or deliver any Goods not delivered or, at the Company’s option, credit the Purchaser with the price of Goods so damaged or not delivered.
6.4. These Terms and Conditions represent the entire liability of the Company and the Company shall not be liable in any event for any direct or consequential or indirect loss (including loss of profit) or damage or expense arising from the order. In no circumstances shall the Company’s liability to the Purchaser, whether for breach of contract, or in tort or statutory duty or otherwise exceed the price of the Goods in respect of which a breach or liability is claimed. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any agreement with the Purchaser.
6.5. This clause 6 shall not apply to exclude or restrict our liability for death or personal injury resulting from our negligence or the negligence of our employees or agents.
REPUTATION AND INTELLECTUAL PROPERTY
7.1. The Purchaser agrees not to take any action which is likely to harm our reputation or the reputation of our Goods.
7.2. All intellectual property rights in the Goods and materials provided by the Company or on the Company’s behalf to the Purchaser in connection with any Contract shall at all times remain our property.
7.3. The Purchaser shall notify the Company as soon as reasonably practicable if it becomes aware of any wrongful use of the Company’s intellectual property and will co-operate at all times with the Company in the prevention of any such infringement.
8.1. Where the Purchaser is a partnership or a sole trader, the Company may transfer information about the Purchaser to the Company’s bankers and/or financiers for the purposes of providing services and for obtaining credit insurance, making credit reference agency searches, credit control, assessment and analysis (including credit scoring, market, product and statistical analysis), securitization and protecting the Company’s interests. The Company will provide details of the Company’s bankers and/or financiers and that of any credit reference agencies used on request.
9.1. The Company shall not be in breach nor liable for delay in performing, or failure to perform, any of its obligations under any agreement if such delay or failure results from events, circumstances or causes beyond the Company’s reasonable control.
GOVERNING LAW AND JURISDICTION
10.1. These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to its choice of law principles.