These Conditions apply to all sales of goods by TMS Training Solutions Limited (“the Seller”) to any purchaser (“the Buyer”) and shall apply in place of and prevail over any terms or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller. Where the Seller provides services to the Buyer this shall be on the Seller’s Standard Consultancy Service Terms. Copy available on request.
A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the quotation at any time prior to the Seller’s acceptance of the Buyer’s order.
The prices payable for the goods shall be those agreed with the Seller. Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.
All materials supplied by the Seller are confidential and shall not be disclosed to any third party without the Seller’s written consent.
The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances beyond the Seller’s control. These shall include but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials for them by the Seller’s normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal means.
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against it or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Seller) or if a receiver or administrator is appointed, of any of the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or administrator or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or by notice in writing to the Buyer terminate the contract.
Failure by the Seller or enforce any rights under these conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of them at any time later.
Any notice under these conditions shall be deemed to have been duly given if sent by prepaid first class post to the party concerned at its last known address and such notices shall be deemed to have been given seven days after despatch.
The contract shall be governed by and construed in accordance with the Laws of England and the parties submit to the exclusive jurisdiction of the English courts.