terms & conditions

OE ELECTRICS LIMITED STANDARD TERMS AND CONDITIONS OF SUPPLY (Download PDF)

OE ELECTRICS, INC.

U.S. STANDARD TERMS AND CONDITIONS

OF SUPPLY

1. INTERPRETATION

1.1 In these U.S. based standard terms and conditions (the “Conditions”) the following words have the following definitions:

“the Buyer” the person(s), firm or company whose written order for the Goods is accepted by the Company;

“the Company” OE Electrics, Inc., a registered Delaware USA corporation (number 7826918), with its principal place of address at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, a North American subsidiary of OE Electrics Limited (registered number 02837025) whose registered address is Thomas Maddison Lane, Calder Park, Wakefield, WF4 3GH;

“Contract” any contract between the Company and the Buyer for the sale and purchase of the Goods and/or any services supplied by the Company, incorporating these Conditions;

“Delivery Point” the place where delivery of the Goods is to take place under condition 4; 

“EEE’ is electrical and electronic equipment and has the meaning given in Article 3(1) of the WEEE Directive”;

“Goods” any goods which the Company is to supply to the Buyer (including any part or parts of them);

“Incoterms” means the International Commercial Terms as provided by the International Chamber of Commerce; 

“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in getup, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Producer” has the meaning given in Article 3(1) (f) of the WEEE Directive;

“WEEE” is waste electrical and electronic equipment and has the meaning given in Article

3(1) (e) of the WEEE Directive;

“WEEE Directive” means the Waste Electrical and Electronic Equipment Directive 2012/19/EU (as amended);

“UCC” means the Uniform Commercial Code, as codified in the Consolidated Laws of the State of New York, USA.

1.2 In these Conditions references to any statute or statutory provision shall unless the context requires otherwise include a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine, and to the singular include the plural and vice versa as the context admits or requires.

1.4 In these Conditions, headings will not affect the construction of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.

2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions, and no order placed by the

Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these terms and conditions.

2.5 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.

2.6 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all losses, damages, costs and expenses including any applicable and reasonable attorneys and accountancy fees, expert fees, disbursements and court costs, directly or indirectly suffered or incurred by the Company as a result of any claim made against the Company arising from the Company’s use of the Buyer’s specification, including, without limitation, all losses, damages, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any person or entity.

2.7 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements including the UCC, or where the Goods are supplied to the Buyer’s specification and such specification contains any error, omission or inaccuracy. The Company reserves the right to increase the price for the Goods set out in the Company’s quotation as a result of any changes to the Goods required as a result of any errors, omissions or inaccuracy in the Buyer’s specification.

2.8 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. Quoted prices may be adjusted by the Company if the Buyer varies the type of Goods or quantities ordered.

2.9 No order which has been accepted by the Company may be cancelled by the Buyer except with the written consent of the Company and on terms that the Buyer will indemnify the Company in full against all losses (including loss of profit) costs (including the costs of all labour and material used), damages, charges and expenses suffered or incurred by the Company as a result of such cancellation.

3. DESCRIPTION

3.1 The description of the Goods shall be as set out in the Company’s quotation.

3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

4. DELIVERY

4.1 If the Buyer collects the Goods from the Company or arranges its own carriage, delivery of the Goods shall take place at the Company’s place of business when the Goods leave the custody of the Company. The Buyer or the carrier will be asked to sign a delivery note accordingly.

4.2 If carriage is arranged by the Company, the Goods shall be delivered by such means as the Company thinks fit and delivery of the Goods shall take place at the Buyer’s nominated Delivery Point when the Goods leave the custody of the carrier. The Buyer will be asked to sign a delivery note accordingly.

4.3 Delivery of the Goods must be accepted at any time of day by the Buyer within normal business hours.

4.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.5 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. In the event Buyer wishes to terminate or rescind the Contract following a delay exceeding 180 days, Buyer will provide reasonable prior written notice to the Company.

4.6 If for any reason the Buyer does not accept delivery of any Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorizations:

4.6.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);

4.6.2 the Goods will be deemed to have been delivered; and

4.6.3 the Company may store the Goods until delivery and the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).

4.7 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for off-loading the Goods.

4.8 The Buyer will indemnify the Company against any liability and expense (whether arising under statute or common law) caused by the Buyer’s failure to provide appropriate equipment and manual labor for off-loading (whether or not the off-loading is supervised by or on behalf of the Buyer) for:

4.8.1 any personal injury to or death of any of the Company’s employees, agents or sub-contractors or any third party; and

4.8.2 any damage to or loss of any property of the Company, its employees, agents or sub-contractors or any third party.

4.9 If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Company the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at a pro rata Contract rate.

4.10 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the whole contract as repudiated.

4.11 Buyer shall not export or re-export, directly or indirectly, all or any part of the Goods or related technology obtained from the Company under these Conditions, except in accordance with applicable export laws and regulations of the U.S. Further, a Buyer that is a non-U.S. company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S. export laws and regulations if performed by a U.S. company or citizen.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the carrier and the Company within 15 days of the date when   the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

6.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Buyer or the Buyer’s carrier signs a delivery note to confirm collection; or

6.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery at the Buyer’s Delivery Point or (if earlier) the time specified in condition 4.6.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1 the Goods; and

6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:

6.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;

6.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company;

6.3.5 hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

6.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 Where the Company is unable to determine whether any goods are the Goods, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.6 The Buyer’s right to possession of the Goods shall terminate immediately if:

6.6.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Federal Bankruptcy and/or State Debtor & Creditor’s statute(s) for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of   reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer, or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

6.6.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of Title 11 of the U.S. Bankruptcy Code, or the Buyer ceases to trade; or an analogous event or action takes place under the laws which regulate the Buyer; or

6.6.3 the Buyer encumbers or in any way charges any of the Goods.

6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

7. PRICE

7.1 Subject to condition 2.7 and condition 2.8, unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s quotation.

7.2 The price for the Goods shall be exclusive of any value added tax or any other applicable tax or duty which the Buyer will pay in addition when it is due to pay for the Goods.

7.3 Except as otherwise agreed in writing by the Company the price for the Goods is given on an ex-works basis and where the Company agrees to deliver the Goods otherwise than on an ex-works basis, the Buyer shall be liable to pay the Company’s charges for transport

(except on orders for more than USD $1000,00 (one thousand U.S. Dollars) value on normal delivery), packaging and insurance. Any delivery charges on export orders (relating to exports from the U.S.) and timed deliveries, including timed ‘next-day’ deliveries, are charged to the Buyer.

7.4 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided that they are returned undamaged to the Company before the due payment date.

8. PAYMENT

8.1 Unless otherwise agreed by the Company in writing and subject to condition 8.9, the Company may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice

the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.

8.2 Subject to condition 15.6, payment is by pro forma invoice unless a credit account is agreed by the Company. Where a credit account is agreed by the  Company, payment of the price for the Goods is due 30 days after the date of the Company’s invoice or (if earlier) 30 days following the day on which the Goods are delivered or deemed to be delivered.

8.3 Time for payment shall be of the essence.

8.4 No payment shall be deemed to have been received until the Company has received cleared funds.

8.5 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision to the contrary

8.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order from a court with competent jurisdiction, requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.7 The Company may appropriate any payment made by the Buyer to the Company to such of the Goods as the Company thinks fit despite any purported appropriation by the Buyer.

8.8 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the U.S. Prime Rate from time to time as set by the U.S.

Federal Government, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest on any late payments Buyer owes to the Company.

8.9 In the event that the Buyer requests that an order be delayed, the Company will invoice the Buyer following a three month period, commencing from the date when the

Goods would have been required to be delivered if the order had not been delayed, whether or not the Goods have been delivered or are still being delayed.

9. QUALITY

9.1 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

9.2 The Company in general warrants products to be free from defects in material and workmanship for periods as set out in the OE Warranty. For full details and exceptions see OE Warranty.

9.3 The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

9.3.1 the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of:

(a) the date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or

(b) the date when the Buyer discovers or ought reasonably to have discovered

the defect (where the defect would not be apparent to the Buyer upon reasonable inspection); and

9.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there.

9.4 The Company shall not be liable for a breach of the warranty in condition 9.2 if and to the extent that:

9.4.1 the Buyer makes any further use of such Goods after giving notice; or

9.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

9.4.3 the Buyer alters or repairs such Goods without the written consent of the Company; or

9.4.4 the defect in such Goods arises from any design defect in any drawing design or specification supplied or approved by the Buyer.

9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, (at the Buyer’s expense), return to the Company the Goods or the part of such Goods which is defective.

9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of the quality of such Goods.

9.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the original 12 month period.

9.8 The exercise of any of the options stated above shall constitute a settlement in full of all claims of Buyer for damages, and shall operate as a release of all claims for damages of both Buyer and the Company arising out of these Conditions. No other warranty, express or implied, is made by the Company, and none shall be imputed or presumed.

THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO GOODS SOLD HEREUNDER. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THE COMPANY ASSUMES NO RESPONSIBILITY WHATSOEVER FOR THE COMPANY’S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER, AND BUYER’S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BUYER’S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON THE COMPANY’S INTERPRETATION.

10. LIMITATION OF LIABILITY

10.1 The following provisions and the provision of condition 9, set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

10.1.1 any breach of these Conditions; and

10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the UCC) are, to the fullest extent permitted by law, excluded from the Contract. The Buyer’s attention is also drawn to condition 9.8.

10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation. The Buyer’s attention is in particular drawn to the provisions of condition 10.4

10.4 To the extent not prohibited by applicable law, in no event, whether in contract, warranty, indemnity, tort (including, but not limited to, negligence), strict liability or otherwise, arising directly or indirectly out of the performance or breach of these terms, shall the Company be liable for: (a) any special, incidental, indirect, punitive, consequential or similar damages such as loss of use, lost profits, loss of use, lost data, or for any damages or sums paid by Buyer to third parties, attorneys’ fees or delay damages, even if such damages were foreseeable or caused by the Company’s breach of these Conditions; (b) any claim that properly is a claim against the manufacturer; or (c) any amount exceeding the amount paid to the Company for goods furnished to Buyer which are the subject of such claim(s). Buyer waives any and all negligence claims it may seek against the Company arising in connection with performance or non-performance under these Conditions.

10.5 The Buyer shall indemnify the Company against all liability, actions proceedings,costs, claims, damages or demands in any way connected with this Contract brought or threatened to be brought against the Company by any third party including any applicable and reasonable attorneys and accountancy fees, expert fees, disbursements and court costs, except to the extent the Company is liable to the Buyer in accordance with these terms and conditions.

11. ASSIGNMENT

11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

11.2 The Company may assign the Contract or any part of it to any person, firm or company.

12. FORCE MAJEURE

12.1 The Company shall not be deemed to be in breach of this Agreement or otherwise liable to the Buyer in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure.

12.2 For the purpose of this condition 12 “Force Majeure” means, any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Company including without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party) act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, terrorism, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of supplies or sub-contractors.

13. GENERAL

13.1 Time for performance of all obligations of the Buyer under the Contract is of the essence.

13.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

13.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

13.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

13.6 The parties to this Agreement do not intend that any of its terms will be enforceable by any person not a party to it; the Company and Buyer are the only intended beneficiaries of this document and there are specifically no third party beneficiaries.

13.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed and construed exclusively by the provisions contained within this Agreement and in accordance with the laws, including the Uniform Commercial Code, of the State of New York, USA, and the parties submit to the exclusive jurisdiction of the State and Federal Courts of the State of New York, USA, without regard to the principles of conflicts of law, and any right to object to such venue or to assert the inconvenience of such forum is thereby waived. The rules or laws described by the UN Convention on Contracts for the International Sale of Goods is specifically excluded. The parties also specifically waive trial by jury in any action to interpret and/or enforce this Agreement.

13.8 The Company reserves the right to amend these standard terms and conditions of supply as and when appropriate. If the Company sends a revised version of its terms and conditions of supply to the Buyer, together with a notice stating when they will come into force (being a date not less than one month after the date of that notice) and the Buyer continues to purchase the Goods after that date, then the Buyer is deemed to have accepted the revised conditions from that date.

14. COMMUNICATIONS

14.1 All communications between the parties about this Contract must be in writing and delivered by hand, sent by pre-paid Federal Express or DHL (hereinafter “Overnight

Delivery”), or sent by facsimile or email transmission:

14.1.1 (in case of communications to the Company) if delivered by hand or Overnight Delivery to its above address or such changed address as shall be notified to the Buyer by the Company, if sent by facsimile or email transmission, to such facsimile number or email address notified to the Buyer by the Company; or

14.1.2 (in case of communications to the Buyer), if delivered by hand or Overnight Delivery, to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer. If sent by facsimile or email transmission, to such facsimile number or email address notified to the Company by the Buyer.

14.2 Communications shall be deemed to have been received:

14.2.1 if sent by Overnight Delivery, on the day of delivery;

14.2.2 if delivered by hand, on the day of delivery;

14.2.3 if sent by facsimile transmission on a working day prior to 4pm, at the time of transmission and otherwise on the next business day, or; 11 OE USA T&C Supply – 2020-07

14.2.4 if sent by email transmission, on a working day prior to 4pm, at the time of transmission and otherwise on the next business day.

15. EXPORT TERMS

15.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms (latest version) shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms (latest version) and these Conditions, the latter shall prevail.

15.2 Where there is any conflict or inconsistency between the provisions of this condition

15 and any other provision of these Conditions, and where the Goods are supplied for export from the U.S., the provisions of this condition 15 shall apply notwithstanding any other provision of these Conditions.

15.3 Prices are expressed in U.S. Dollars unless stated otherwise by the Company. If the Buyer pays any amount to the Company in any currency other than the invoiced currency and the rate of exchange applied to the transaction results in the Company receiving less than the invoiced price, the Buyer will pay the remaining amount to the Company. Please also see condition 15.8.

15.4 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be delivered domestically FOB Shipping Point, or internationally exworks (Incoterms latest version). Any indication of weights and dimensions relating to deliveries given by the Company to the Buyer will be indicative until such time as goods are finally manufactured and packed. The Company will not be liable for any discrepancies between estimated weight and dimension data provided in advance of packing and final data after packing. The Buyer is responsible for arranging collection from the Company’s premises and for the arrangement of transportation, freight and insurance.

15.5 Manufacturing of the Goods will not commence until payment has been received in full. A check, ACH, or Wire given by the Buyer in payment shall not be treated as a discharge until the same has been cleared.

15.6 Payment is due within seven (7) days of Order acknowledgement being issued by the Company. If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the U.S. Prime Rate as set by the U.S. Federal

Government, from time to time, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest on any late payments Buyer owes to the Company.

15.7 Lead times stated commence on date of receipt of payment. Failure to pay by the required date may mean that lead times are altered by the Company.

15.8 All bank charges to Buyer’s account; for example, in the event that bank charges result in the Company receiving less than the invoiced price, the Buyer will pay the remaining amount to the Company. Please also see condition 15.3.

15.9 Country specific approvals may be subject to additional charge.

15.10 Certificates of origin plus attestation / legalization of supporting commercial documents are subject to additional charge.

15.11 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and be responsible

12 OE USA T&C Supply – 2020-07 for the payment of any duties on them. This shall include, without limitation, responsibility for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to the relevant shipment.

15.12 Unless the Company has agreed to deliver the Goods to the Buyer’s premises, the Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability (i) for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or (ii) in respect of any damage during transit.

16. INTELLECTUAL PROPERTY RIGHTS

The Buyer acknowledges and agrees that any and all Intellectual Property Rights title and interest in and to the Goods belong solely to the Company, and the Buyer shall have no rights what so ever in or to the Goods other than the right to use, sell or distribute them in accordance with the terms of the Contract.

17. WEEE

17.1 The Contract shall be an agreement stipulating other financing methods for the collection, treatment, recovery, recycling and environmentally sound disposal of WEEE including historical WEEE in accordance with Article 13 of the WEEE Directive.

17.2 The Buyer agrees that the responsibilities and obligations of the Producer under the WEEE Directive are passed to it in accordance with Article 13 of the WEEE Directive, including responsibility of financing for the collection, treatment, recovery, recycling and environmentally sound disposal of the WEEE.

17.3 The Buyer agrees that it will responsible for complying with all obligations placed on it by the WEEE Directive and any local jurisdictional requirements when incorporating the EEE goods into its own products.

17.4 Where required the Buyer will provide the Company or the Company’s WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of the Company’s membership of the operator’s compliance scheme.

17.5 The Buyer shall be responsible for all costs and expenses arising from and relating to its obligations in this Condition 17.

18. COMPLIANCE WITH U.S. BASED E-WASTE RECYCLING LAWS

18.1 The Buyer shall be solely responsible for and comply with any applicable federal, state, and/or local, Electronic Waste Recycling (“E-Waste”) laws, regulations, and/or guidance, with regard to the collection, transportation, processing and/or disposal of all or any part of the Goods, or related technology, obtained from the Company under the contract.

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Summary 

1. OE Products incorporating  AC sockets such Furniture power distribution units will be warranted for 10 years from date of delivery with the exception that any DC power and/or electronic components (including PCBs, batteries and any software contained therein) will only be warranted for 2 years
2. All other OE Products, including those with DC power and/or electronic components (including PCBs, batteries and any software contained therein) but without AC sockets, will be warranted for 2 years from date of delivery.
3. OE will repair or replace, at its own option, those parts which are confirmed as defective by OE within the above warranty periods.

Claim Procedure

The Customer must expressly report any suspected Product failure to OE as soon as possible for investigation by OE or its agents. OE may be contacted by email (sales@oeelectrics.com). A customer support representative may contact the Customer in the first instance to eliminate common issues such as blown fuses or poor connections. If the problem cannot be resolved via phone or email, OE may require the Customer to return the goods to them at the Customer’s cost in order to carry out such investigations. In such cases, OE will provide the Customer with a returns form which should accompany the returned Product. The process may be delayed if a Product is returned without an OE returns form.

On completion of the investigations and confirmation of a fault which is covered under the terms set out below, OE will, at its own option, repair or replace the faulty Product free of charge. The repaired or replacement Product will be returned to the Customer at OE’s cost and the Customer will be credited with any reasonable carriage costs incurred in returning the faulty Product to OE. Should the Customer require a replacement Product prior to the completion of the warranty process they may place a purchase order for such replacements. Should OE subsequently determine that the returned Product is faulty, OE will credit the Customer with the original purchase price (including carriage) of the returned Product and any reasonable carriage costs incurred by the Customer in returning the Product. Should OE determine that any returned Product is not faulty, the Customer may have the Product returned to them at their cost, or OE may, at their discretion, offer to retain the Product and the Customer will be credited for the value of the Product less an agreed restocking fee. OE may, at their discretion, carry out an on-site investigation prior to requesting the return of the Product.

Terms

1. This warranty is offered to the original purchaser of the product (“Customer”) from OE provided that they have paid for the goods in full, have documentation of such purchase and may only be transferred to a third party by written agreement from OE.
2. This warranty is exclusive and is given and accepted in lieu of any and all other warranties express or implied.
3. Products are made available to you on an “as is” and “as available” basis, unless otherwise specified in writing, and must be installed and operated according to the manufacturer’s instructions supplied with the Product or available on the OE website.
4. User-replaceable fuses are not covered by this warranty.
5. OE’s entire liability for any defective Product shall not exceed the purchase price of the Product and any reasonable carriage cost incurred by the Customer in returning faulty Product to OE. To the full extent permissible by applicable law, OE disclaims all warranties express or implied, including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose, and all other remedies. The remedies described herein are your only remedies for any breach of warranty or any other claim. It does not extend to any consequential loss or damage including, but not limited to, direct or indirect damages, lost profits, lost savings, or other special incidental, exemplary or consequential damages whether for breach of contract, negligence product liability, tort or otherwise, or whether arising out of the use of or inability to use the Product, even if OE or any dealer, distributor or authorized service provider/partner has been advised of the possibility of such damages, or any claim by any other party.
6. This warranty does not entitle the Customer to upgrade to newer models or to product enhancements.
7. OE shall be entitled to charge for any labour costs such as inspection, normal servicing, reinstalling, transportation charges or any other expense incurred or service requested which is not covered under the terms of this warranty.
8. In the event that the faulty Product cannot be repaired and an identical model is unavailable, OE will replace the Product with one of an equivalent specification and value.
9. Products should be installed in accordance with the relevant controlling regulations and standards with regard to the particular application and appropriate to the territory in which they are installed. Installations should be inspected and tested periodically to ensure the continued safety of the installation and users.
10. This warranty covers the Product as configured at the factory, and only when it is operated within the design parameters of the Product and shall not be applicable for any modifications or additions to the Product, incorrect installations or deviation from the application specification made by the Customer or by any third party.
11. Products containing AC parts are tested at the end of the production process for earth resistance, polarity, and insulation resistance. Products containing Low Voltage / DC parts are tested appropriate to their function. On completion, a tamper-evident seal is applied. Products other than those defined as rewireable (see paragraph 11 below) contain no user serviceable parts except for replaceable fuses. Under no circumstances should modules be opened or tampered with in any way. Unauthorised removal of the security seals, dismantling or removal of covers will invalidate the warranty.
12. Products which have a power cord fitted directly into the unit may be classed as rewireable. Please contact OE for confirmation of the class of specific Products prior to opening the unit. Rewireable units may be opened by a suitably-qualified technician in order to replace the power cord only. The warranty will not be affected provided that the serviced unit is tested as described in paragraph 10 after the power cord has been replaced and documentary evidence of such testing is kept on record by the Customer and made available to OE on request.
13. All data cables are tested for continuity prior to shipment. The performance characteristics for individual data cables can be tested and certified via a Fluke DTX1800 at additional cost and this service must be requested on or before placement of order.
14. The warranty does not extend to damage due to: faulty installation; incorrect electrical supply; lack of inspection; fair wear and tear as determined by OE; insect or vermin infestation; abuse; misuse; accident; improper maintenance; mishandling; liquid spillage; chemical contaminants; improper packaging or re-packing by a third party. OE cannot warrant USB sockets for overuse when used in high-usage applications and OE reserves the right to determine whether the application is high-usage. For example, most office environments will not be considered high-usage, but areas where there is a high level of public traffic may fall into this category.
15. The warranty does not extend to damage occasioned by any third party or caused by conditions beyond OE’s reasonable control including, but not limited to, Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), vandalism, wars, acts of terrorism, insurrections and pandemics.
16. The warranty applies only to Products purchased as new directly from OE.
17. Any replacement parts furnished at no cost to the Customer in fulfilment of this warranty are warranted only for the unexpired portion of the original Product Warranty Period.
18. Any claim under this warranty must be notified by the Customer to OE in writing within 60 days of the end of the Product Warranty Period.

TERMS AND CONDITIONS OF WEBSITE (Download PDF)

Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

1. RELIANCE ON INFORMATION POSTED & DISCLAIMER

The materials contained on our site are provided for general information purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.

We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by English law, we exclude all liability for loss or damages direct or indirect arising from the use of this site.

2. INFORMATION ABOUT US

www.oeelectrics.co.uk is a site operated by OE Electrics Limited (“We”); we are a Limited Company registered in England and Wales under registration number No.2837025. Our registered office is 1 Calder Point, Monckton Road Industrial Estate, Wakefield, WF2 7AL, UK. Our VAT number is GB 457 6146 27.

3. ACCESSING OUR SITE

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

4. INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world.  All such rights are reserved.

You may print off one copy and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

5. OUR SITE CHANGES REGULARLY

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

6. OUR LIABILITY

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:

loss of income or revenue;

loss of business;

loss of profits or contracts;

loss of anticipated savings;

loss of data;

loss of goodwill;

wasted management or office time; and

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

7. INFORMATION ABOUT YOU AND YOUR VISITS TO OUT SITE

We process information about you in accordance with our privacy policy: https://www.oeelectrics.co.uk/wp-content/pdfs/Terms/oeelectricsltd_privacy-policy-may-2018.pdf      By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

8. LINKS TO OUR SITE

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.  When accessing a site via our website we advise you check their terms of use and privacy policies to ensure compliance and determine how they may use your information.

9. JURISDICTION AND APPLICABLE LAW

The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site.

These terms of use 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 law of England and Wales.

10. VARIATIONS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

11. YOUR CONCERNS

If you have any concerns about material which appears on our site, please contact marketing@oeelectrics.co.uk

Thank you for visiting our site.

Terms and Conditions of Use of 3D models received from OE Electrics Ltd (Download PDF)

All 3D models either received via email, or some other portable format or downloaded from the OE Electrics’ website are subject to the following terms and conditions.

The term “OE Electrics” refers to the owner of the 3D model whose principle trading address is: OE House, Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, WF4 3GH.

The term ‘3D model’ refers to the computer generated three dimensional representation of the object requested or download by the user. This 3D model and design therein is the property of OE Electrics Ltd and is protected by the Design Copyright Act.

The 3D model must not be copied or otherwise reproduced without the express written consent of OE Electrics.

Once received or downloaded from the website, 3D models must not be passed on to third parties, sold, or otherwise. The 3D model is only a three dimensional representation of the object and must not be treated as an accurate indication of design.

If you require accurate information regarding OE Electrics’ products please contact: sales@oeelectrics.co.uk

OE Electrics reserves the right to change/modify or withdraw all 3D models without prior notice.

Ethical Purchasing Policy (Download PDF)

OE Electrics purchase a wide range of goods and services required in the operation of our business and we also rely heavily on a number of key suppliers for the delivery of our core services. Good working relationships with our suppliers are therefore central to the success of our business. For this reason, we clearly state our purchasing policy as part of ensuring that our business standards are integrated throughout the supply chain.

We are committed to obtaining and retaining competitive goods and services while at the same time ensuring they are from sources which have not jeopardised human rights, safety or the environment.

More specifically we expect our suppliers to:

•  Adhere to business principles consistent with our own.

•  Ensure that their products and services are produced and delivered to comply with all legislation relevant to their business.

•  Seek to maintain continuous improvement in their supply chain relationship with us.

•  Ensure they adopt and implement acceptable safety, environmental, product quality, product stewardship, labour, human rights, social and legal standards in line with our own code and to ensure these issues are acceptably managed within the supply chain for any products supplied to us.

We aim to develop strong relationships with our suppliers, based on mutual trust, understanding and respect.

We will seek to work with our key suppliers to:

•  Develop long-term meaningful relations to the benefit of both parties.

•  Improve the quality, environmental performance and sustainability of goods and services where this can be achieved to the benefit of both parties.