Rayware Ltd - Terms and Conditions

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Application & Incorporation

2.1 These Conditions shall apply as between the Company and every customer of the Company, and shall apply to and be deemed to be incorporated in, every agreement made by the Company for the supply of any goods the Company supplies to the Customer. For the avoidance of doubt, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 No variations or modifications of or substitution for these Conditions made by any such customer shall be binding on the Company unless specifically accepted by the Company in writing.

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Basis of Contract

3.1 The Company's quotation in respect of any Goods is merely an invitation for an Order for such Goods which is subject to these Conditions. The Customer then may submit an Order to the Company which constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

3.2 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer may not cancel an Order once the Contract has come into existence pursuant to this Clause 3.2.

3.3 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3.4 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3.5 Subject to Clause 3.6, any prices provided in the quotation by the Company for Goods will be held by the Company in respect of such Goods provided that a Contract is made in respect of such Goods within the period stated in the quotation.

3.6 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to , in the Company’s sole discretion :

3.6.1 any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

3.6.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

3.6.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

3.7 In addition to the provisions of Clause 3.6, the Company also reserves the right to increase the price(s) of Goods at any time upon giving reasonable notice to the Customer.

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Goods

4.1

The Goods are described in the Company’s Specification.

4.2 The Company reserves the right to update and amend the Specification without notice to the Customer if required by any applicable statutory or regulatory requirements or where such amendments are minor technical adjustments and improvements that do not affect the Customer’s use of the Goods.

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Prices

5.1 Subject to Clause 3.5, all Goods will be supplied at the price set out in the quotation and confirmed in the Order or if no price is quoted, at the Company's current and applicable prices as at the date on which the Goods are collected or delivered.

5.2 The prices quoted by the Company in the Order, stated in its price lists and publications or agreed with the Company are exclusive of Value Added Tax ( VAT ) and other taxes or duties applicable at the time of collection or delivery, which will be charged by the Company and payable by the Customer in addition to such applicable prices.

5.3 The prices quoted by the Company in the Order, stated in its price lists and publications or agreed with the Company are exclusive of packaging, insurance and transport costs, which, unless otherwise agreed between the parties in writing, will be charged by the Company and payable by the Customer in addition to such applicable prices.

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