Terms and conditions

GENERAL
1. The Quotation does not constitute an offer to supply any Goods or Services and no contract exists unless and until there has been an acceptance by the Company in writing of the Order.
2. Unless otherwise stated in writing all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s catalogues, brochures, and other published matter are approximate and none of these form part of any contract or gives rise to any independent or collateral liability upon the part of the Company being intended merely to present a general idea of the Goods as described therein.
3. The performance figures in respect of the Goods included in the Company’s specifications, product brochures and other published matter are indicative only and based on results obtained by the Company in tests and the Company accordingly warrants only that the Goods met or demonstrated those performance.

PRICE
1. The price of the Goods is that current as of the date of the Quotation and valid for a period of 60 days.
2. The Goods shall be those specified in the Order as confirmed by the Company’s acceptance in writing and the Company reserves the right to increase the price if the Purchaser requests an alteration to the Order or requests any modification to the Goods and/or Services.
3. The price of the Goods includes the cost of basic packaging.
4. The price of the Goods excludes any applicable taxes and duties the cost of which shall be determined at the date of the invoice and shall be payable by the Purchaser.

PAYMENT
1. The Purchaser shall, except where other payment arrangements are specifically agreed in writing, make full payment of the invoice no later than 30 days after the date of the invoice relating.
2. Any failure to pay the price or any part thereof and other moneys payable by the Purchaser hereunder when due will also entitle the Company to refuse to make delivery of any further consignment of Goods under this contract or goods under any other contract with the Purchaser and without incurring any liability whatsoever to the Purchaser for any delay.
3. No defect in the Goods or Services shall operate to interfere with the terms of payment.

TRANSFER OF RISK AND PROPERTY
1. All risk and title in and to the Goods shall transfer to the Purchaser in accordance with the stated INCOTERM of the Quotation/Order.
2. Any Purchaser Delays shall result in immediate transfer of the risk of loss to the Purchaser and Purchaser shall be responsible for the procurement of insurance, if so desired, on the Goods.
3. The Company shall have no liability for damage of the Goods unless notice of a claim is received by the Company within 3 days of the Goods being received by the Purchaser.

DELIVERY
1. Unless otherwise agreed in writing all shipments of Goods made by the Company shall be CIP Purchaser’s named place of delivery (ICC Incoterms 2020).
2. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is outside of the Company control
3. Delivery and the Purchaser’s acceptance of the Goods shall be deemed to have taken place at the earliest point in time at which risk passes to the Purchaser under the ICC Incoterms. Signature of any delivery note by any agent, employee or representative of the Purchaser or by any independent carrier shall be conclusive proof of the delivery and the Purchaser’s acceptance of the Goods.
4. The Company shall not be liable to the Purchaser under any circumstances whatsoever for any penalty, damage or loss resulting directly or indirectly from any Purchaser Delays.
5. In the event of any delay in delivery or installation whether attributable to cause outside the Company’s control or not the Company shall be under no liability whatsoever to the Purchaser.

WARRANTY
1. The Company warrants the Goods supplied by it against defective materials and defective workmanship for a period of twelve months from the date of delivery or deemed delivery provided the Purchaser notifies the Company in writing of any alleged defect within 30 days of its discovery.
2. Purchaser shall not have the right to engage a third party to complete repairs or provide replacement parts.
3. No claim will be met by the Company under this product warranty arising out of fair wear and tear or if the Goods have been incorrectly fitted, misused, kept in storage, or immobilized for more than one year or subjected to neglect.
4. Equipment and parts that are consumed in normal operation are not covered by this product warranty.

LIMITATION OF LIABILITY
1. The Purchaser acknowledges and agrees that:
  1. The Goods are intended to be used according to the manufacturer’s recommendations.
  2. Any usage outside of the products intended purposes shall not render the Company liable of damages incurred to the equipment or any individual related directly or indirectly to the Purchaser.
  3. No security screening equipment is capable of detecting every threat, and neither the Purchaser nor the Operator has any expectation that the Goods are capable of detecting, or that they will detect, all illegal and/or hazardous materials (this being the case whether the Goods are operated with or without Operator supervision, and regardless of the degree of diligence with which services of the Company, if any, are or have been performed).

SUB-CONTRACTS

The Company reserves the right to sub-contract the performance of the contract or any part thereof.

CONFIDENTIALITY
1. Purchaser shall not disclose confidential information of the Company to any person outside its employ, except when authorized by the Company.
2. The Quotation contains information confidential and proprietary to the Company. No part of this information may be reproduced or transmitted in any form without the prior written permission of the Company.

RETURN OF GOODS
1. No return of Goods for purposes of the Product Warranty or where return is otherwise expressly permitted under the Order shall be accepted by Company without a Return Material Authorization (“RMA”) number, which may be issued by the Company in its sole discretion.

CHANGES AND TERMINATION
1. Company shall have the right, in its sole discretion, to terminate the Order if the Purchaser:
  1. is unable to pay its debts generally as and when they become due.
  2. is the subject of a legal process declaring it insolvent
2. On termination of the Order for any reason, the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices, and in respect of Goods and/or Services supplied for which no invoice has been submitted.
3. The Purchaser may make a written request for amendment or modification of the Order. If a request for amendment or modification is accepted by the Company, and any changes cause an increase or decrease in the cost of, or the time required for, the performance of any work under the Order an equitable adjustment shall be made in the price or delivery schedule, or both, and the Order shall be modified in writing accordingly.
4. The Purchaser is not entitled to cancel or terminate the Order without the Company’s prior written approval.

FORCE MAJEURE

The Company shall not be liable to the Purchaser for any loss or damage arising due to delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control. The Company shall be permitted to suspend its obligations under the Order for the duration of any force majeure event.

INSTALLATION OF THE GOODS
1. Where the Company has agreed to install the Goods, the Purchaser shall at its own cost prepare the site on which the Goods are to be installed in accordance with the specifications furnished by the Company.
2. The cost of installation and training purchased is included based on one visit to the Purchaser’s facility where the installation and training will be conducted during normal business hours Monday through Friday.
3. The technician will not engage in any form of image interpretation training.