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Terms & Conditions of Sale

Standard Terms and Conditions

1. General

1.1 In these conditions:

“Conditions” means these terms and conditions of sale; “Contract” means the contract for the sale of the Goods by iLECSYS Rail to the Customer incorporating these Conditions; “Customer” means the person or firm with whom iLECSYS Rail contracts for the sale of the Goods upon the terms of these Conditions; “Delivery” shall have the meaning given in clause 4; “Goods” means the products sold by iLECSYS Rail to the Customer pursuant to the Contract including any part or parts of them; “iLECSYS Rail” means iLECSYS Rail Ltd; “Price” means the price to be paid by the Customer for the Goods. All headings are for ease of reference only and shall not affect the construction of these Conditions.

1.2 All orders are accepted and all contracts entered into by iLECSYS Rail on these Conditions which shall override and exclude any other terms stipulated or referred to by the Customer or by iLECSYS Rail unless specifically agreed to in writing by a director of iLECSYS Rail. For the avoidance of doubt, other agents and employees of iLECSYS Rail do not have any authority to alter or vary these Conditions.

1.3 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.

1.4 Any estimate or quotation given by or on behalf of iLECSYS Rail whether orally or in writing shall constitute an invitation to the Customer to place an order and thereby make an offer open to acceptance by iLECSYS Rail.

1.5 Purely for evidential purposes, acceptance of the Goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.

2. Price

2.1 The Price shall be the price current at the date of dispatch of the Goods which shall be the price stated at the time of the Contract subject to a variation to reflect any increase in cost to iLECSYS Rail which is due to any factor beyond the control of iLECSYS Rail (such as, without limitation, any increase in prices charged by suppliers to iLECSYS Rail, any foreign exchange fluctuation, increase in the cost of labour or materials, alterations of duties).

2.2 All prices stated are exclusive of VAT (which shall be due at the rate ruling at the date of VAT invoice) and carriage.

3. Payment

3.1 Payment of the Price in full and VAT and carriage (if charged) is due on the last working day of the month following the month in which the Goods are dispatched. Time for payment shall be of the essence.

3.2 If the Customer fails to make any payment due to iLECSYS Rail under this agreement by the due date for payment (due date), then, without limiting iLECSYS Rail’s remedies, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank PLC’s base lending rate from time to time.

4. Delivery

4.1 Delivery shall take place when the Goods leave the premises of iLECSYS Rail to an address provided by the Customer.

4.2 If in the opinion of iLECSYS Rail it is not practicable for iLECSYS Rail to deliver the Goods due to any act or omission on the part of or on behalf of the Customer including: the Customer failing upon request to provide a UK delivery address, appropriate instructions, necessary documentation, licences or authorisations; the Customer refusing to accept receipt of the Goods; or for any other reason whatsoever, then iLECSYS Rail may place the Goods into storage either at its own premises or elsewhere and Delivery shall be deemed to take place when the Goods are placed into such storage whereupon the Price of the Goods shall become immediately payable and the Customer shall become liable for all related costs and expenses including without limitation storage and insurance. iLECSYS Rail may at its discretion continue to store the Goods or sell the Goods to another party or parties and the exercise of this discretion shall be without prejudice to any other rights or remedies iLECSYS Rail may have against the Customer

4.3 All times and dates of delivery are approximate only and time of delivery shall not be of the essence and shall not be made of the essence by notice and iLECSYS Rail shall in no circumstances be liable to compensate the Customer in damages or otherwise for late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising from late delivery.

4.4 The Customer shall not be entitled to reject the Goods by reason only of short delivery and the Customer shall pay for such Goods delivered to the Customer at the pro rata contract price

5. Inspection

5.1 The Customer must inspect the Goods as soon as practicable after receipt. Any discrepancy (including short delivery and failure to comply with description), defect or damage (which discrepancy, defect or damage would be apparent on reasonable examination) must be notified to iLECSYS Rail within 5 working days within receipt of the Goods. Any other discrepancy, defect or damage must be notified to iLECSYS Rail as soon as it is or ought reasonably to have been discovered, whichever the sooner. In the case of non receipt of the Goods, the Customer must notify iLECSYS Rail within 5 working days of iLECSYS Rail’s invoice for the non-received Goods.

5.2 If the Customer fails to give notice as required by clause 5.1 the Goods shall be deemed to have been received and to be in all respects in accordance with the Contract and free from any discrepancies, defect or damage and the Customer shall be deemed to have accepted the Goods accordingly.

5.3 As regards this clause 5 time shall be of the essence.

6. Passing of title and risk

6.1 The property in the Goods shall not pass to the Customer until:

6.1.1 all sums (including sums pursuant to any contract or otherwise) due or owing to iLECSYS Rail shall have been paid in full without any deduction or deferment on account of any disputes or counterclaims whatsoever, or

6.1.2 the Good are delivered to a third party following a sale by the Customer in the normal course of its business in which case property in the Goods shall be deemed to have passed to the Customer immediately prior to such a delivery.

6.2 Until property in the Goods passes to the Customer the following shall apply

6.2.1 the Customer shall hold the Goods as bailee and trustee owing fiduciary duties to iLECSYS Rail;

6.2.2 the Customer shall safely store the Goods at no cost to iLECSYS Rail and shall ensure that the Goods are clearly identified as belonging to iLECSYS Rail. iLECSYS Rail shall be entitled to examine the Goods in storage at any time during the normal working hours of the Customer;

6.2.3 the Customer shall fully insure the Goods against any loss or damage whatsoever and any monies received from such insurance shall be held by the Customer on trust for iLECSYS Rail;

6.2.4 iLECSYS Rail shall be entitled without prior notice to repossess and resell the Goods if clause 7.1 applies or if any sum due to iLECSYS Rail from the Customer pursuant to any contract or otherwise is not paid in full after the due date for payment and agents and employees of iLECSYS Rail may enter, together with any vehicle which iLECSYS Rail considers necessary for the removal of the Goods, upon the premises of the Customer or any other premises or locations where the Goods may be located for the purpose of exercising its rights under this clause 6

6.3 If the Customer sells the Goods in the normal course of its business, proceeds of such sale, whenever any sum due from the Customer to iLECSYS Rail is outstanding pursuant to any contract or otherwise, shall be held by the Customer on trust for iLECSYS Rail.

6.4 iLECSYS Rail shall be entitled to maintain an action against the Customer for the Price notwithstanding that property in the Goods has not passed to the Customers.

6.5 The rights and remedies conferred on iLECSYS Rail by this clause 6 shall be in addition to and shall not in any way prejudice or limit any other rights of iLECSYS Rail.

6.6 Risk in the Goods shall pass to the Customer upon Delivery

7. Insolvency by the Customer and breach of contract by the Customer

7.1 This clause shall apply if any of the following events occur or in the opinion of iLECSYS Rail is likely to occur:

7.1.1 the Customer commits any breach of the Contract;

7.1.2 the Customer make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

7.1.3 an encumbrancer takes possession or a receiver is appointed to any of the property or assets of the Customer;

7.1.4 the Customer ceases or threatens to cease to carry on business or any part of its business.

7.2 If this clause 7 applies, without prejudice to any other rights or remedies available to iLECSYS Rail, iLECSYS Rail shall be entitled to cancel the Contract without any liability to the Customer and if the Goods have been delivered but not paid for in full the Price shall become immediately due and payable notwithstanding any prior arrangements to the contrary.


8.1 This clause sets out the entire financial liability of iLECSYS Rail (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of: (a) any breach of this agreement, including any deliberate breach of this agreement by iLECSYS Rail, or its employees, agents or subcontractors; (b) any use made or resale of the Goods by the Customer, or of any product incorporating any of the Goods; and

(c) any representation or statement or (d) any tortious act or omission (including negligence) arising under or in connection with this agreement.

8.2 Nothing in these Conditions shall limit or exclude the liability of iLECSYS Rail for:

(a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) breach of section 2 of the Consumer Protection Act 1987

8.3 Without prejudice to clause 8.2, iLECSYS Rail shall not be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: (a) loss of profit; or (b) loss of goodwill; or

(c) loss of business; or (d) loss of business opportunity; or (e) loss of anticipated saving; or

(f) loss or corruption of data or information; or (g) special, indirect or consequential damage or loss suffered by the other party that arises under or in connection with this agreement.

8.4 Without prejudice to clause 8.2 or clause 8.3, iLECSYS Rail’s total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the Price or £7,500 whichever is the higher.

9. Catalogues etc.

Price lists, catalogues or other documentation shall be indicative only and iLECSYS Rail shall not be bound by any information (including specifications and prices) contained therein.

10. Rights of third parties

The parties to this Contract do not intend that any term of this Contract shall be enforceable by any person that is not a party to it

11. Force Majeure

11.1 Insofar as the performance by iLECSYS Rail of the Contract may be affected by any cause whatsoever beyond the reasonable control of iLECSYS Rail (including, but not limited to, strikes, unavailability of materials or transport, fire, weather conditions, decision or acts of any government or other authority) iLECSYS Rail may elect at its absolute discretion: to terminate the Contract; or, to perform the Contract within a reasonable time after the termination of such events or circumstances.

11.2 If iLECSYS Rail makes an election under clause 11.1 the Customer shall accept the Goods or such part of them as are delivered notwithstanding any delay.

12. Cancellation

iLECSYS Rail may cancel this Contract at any time before Delivery by giving notice in writing to the Customer. On giving such notice iLECSYS Rail shall be liable to repay to the Customer any sums paid in respect of the Price. iLECSYS Rail shall not be liable for any loss or damage whatsoever arising from such cancellation.

13. Assignment

Rights under this Contract are not assignable by the Customer but may be freely assigned by iLECSYS Rail.

14. Law

These Conditions shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.