Standard Terms and Conditions for the Sale of Goods

In the following Rugged Networks Limited trading as Giraffe CCTV shall be referred to as “RNL” and the party buying or being in precontractual contact to RNL regarding a purchase from RNL shall be referred toas “THE BUYER”

1. Preamble

​​1.1. These Standard Terms and Conditions for the Sale of Goods shall exclusively apply, save as varied by express agreement accepted in writing by both parties.

​ ​1.2. The offer, sales confirmation, order acknowledgement, order acceptance or sale of any products covered herein is conditioned upon the terms contained in this instrument. Any conditional or different terms proposed by THE BUYER are objected to and will not be binding upon RNL unless assented in writing by RNL.

​ ​1.3. These conditions shall govern any future individual contract of sale between RNL and THE BUYER to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by THE BUYER.

​ ​1.4. By placing an order or making an offer to RNL, THE BUYER explicitly acknowledges these general terms and conditions also in case he made the order or offer subject to differing, other terms and conditions.

​ ​1.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by RNL shall be subject to correction without any liability on the part of RNL.

​ ​1.6. The provisions of these Terms and Conditions apply to contracts with private or legal person as far as legal regulations permit.

2. Offers, orders and specifications

​ ​2.1. All offers are without obligation, subject to availability of stock and material. No order submitted by THE BUYER shall be deemed to be accepted by RNL unless and until confirmed in writing by RNL or RNL’s representative within 30 days after submittal.

​ ​2.2. The quantity, quality and description of and any specification for the goods shall be those set out in RNL’s quotation (if accepted by THE BUYER) or THE BUYER’s order (if accepted by RNL). Any such specification, sales literature, quotation etc. shall be strictly confidential for THE BUYER and must not be made available to third parties by THE BUYER.

​ ​2.3. THE BUYER shall be responsible for ensuring the accuracy of the terms of any order submitted by THE BUYER, and for giving RNL any necessary information relating to the goods within a sufficient time to enable RNL to perform the contract in accordance with its terms.

​ ​2.4. If the goods are to be manufactured or any process is to be applied to the goods by RNL in accordance with a specification submitted by THE BUYER, THE BUYER shall indemnify RNL against all loss, damages, costs and expenses awarded against or incurred by RNL in connection with or paid or agreed to be paid by RNL in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from RNL’S use of THE BUYER’s specification.

​ ​2.5. RNL reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory requirements and/or which do not materially affect their quality or performance.

3. Price of the Goods

​ ​3.1. The price of the goods shall be RNL’s quoted price.

​ ​3.2. RNL reserves the right, by giving notice to THE BUYER at any time before delivery, to increase the price of the goods to reflect any increase in the cost to RNL which is due to any factor beyond the control of RNL (such as foreign exchange fluctuation, currency regulation, alteration of duties, increase of more than 15%in the costs of materials or other costs of manufacture) or any change in delivery dates.

​ ​3.3. Except as otherwise agreed in writing between THE BUYER and RNL, all prices are given by RNL on an ex works basis, and where RNL agrees to deliver the goods otherwise than at RNL’s premises, the buyer shall be liable to pay RNL’s charges for transport, packaging and insurance.

​ ​3.4. The price is exclusive of any applicable value added or sales tax, which THE BUYER shall be additionally liable to pay to RNL, unless otherwise quoted.

4. Terms of Payment

​​4.1. THE BUYER shall pay the price of the goods 3 days before dispatch unless otherwise agreed by both parties in writing.

​ ​4.2. Where the finished goods sold are to be transported to any other location from the place where production or processing was finished or from the place of RNL’s premises for and on behalf of THE BUYER or as a part of the obligations of RNL according to the sales contract, delivery shall be deemed to be the time when the goods are leaving the place where production or processing was finished or the place of RNL’s premises.

​ ​4.3. Payment shall be effected by interbank payment transaction only; no cheque or bill of exchange will be considered as fulfilment of the payment obligation unless otherwise agreed by both parties in writing.

​ ​4.4. Any payment obligation of THE BUYER shall only be considered as fulfilled, when RNL has received the payment amount to its irrevocable disposal.

​ ​4.5. If THE BUYER fails to make any payment on the due date then, without prejudice to any other right or remedy available to RNL, RNL shall at its discretion be entitled to:

​ ​4.6. Cancel the contract or suspend any further deliveries to THE BUYER; or

​ ​4.7. Charge THE BUYER interest on the amount unpaid, at the rate of 10 percent per annum above LIBOR, until payment in full is made.

​ ​4.8. THE BUYER shall be entitled to prove that the delay of payment caused no or minor damage only.

​ ​4.9. The set-off of any receivables, claims or titles of THE BUYER against receivables, claims or titles of RNL deriving from deliveries or services to THE BUYER is excluded, unless the receivables, claims or titles of THE BUYER are undisputed or have been declared finally legally binding by a court. RNL reserves the right to assign claims and accounts receivable against THE BUYER to third parties.

​ ​4.10. If THE BUYER is in default with any payment owed to RNL, all accounts receivable and claims of RNL against THE BUYER become due in total automatically with immediate effect without RNL serving formal notice of default on THE BUYER.

​ ​4.11. As far as not covered by UK law, it is considered as explicitly agreed between THE BUYER and RNL, that THE BUYER has to bear and/or reimburse RNL for all cost incurred to enforce RNL’s claims, titles and accounts receivable against THE BUYER.

5. Delivery

​ ​5.1. Delivery of the goods shall be made by THE BUYER collecting the goods at the place where production or processing was finished or the place of RNL’s premises at any time after RNL has notified THE BUYER that the goods are ready for collection or, if some other place for delivery is agreed by RNL by RNL delivering the goods to that place.

​ ​5.2. Any agreed delivery time or delivery time notified to THE BUYER by RNL is to be considered as approximate. Delivery times agreed or notified are not to be considered as obligation or promise to deliver.

​ ​5.3. If THE BUYER fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the goods had been delivered. RNL shall arrange for the storage of the goods at the risk and cost of THE BUYER.

​​5.4. If required by THE BUYER RNL shall insure the goods at the cost of THE BUYER.

​ ​5.5. Unless otherwise confirmed and accepted by RNL in writing in the individual sales contract or confirmation, THE BUYER has to bear all cost for packing and delivery to any place other than the place where production or processing was finished or the place of RNL’s premises.

​ ​5.6. If goods are delivered by a freight forwarder in any damaged condition or if any goods are missing, THE BUYER must obtain a report on the damage or loss from the freight forwarder immediately without delay.

​ ​5.7. Confirmations to freight forwarders concerning complete and orderly undamaged delivery should only be made “subject to detailed examination” by THE BUYER.

6. Transfer of Risk

​ ​6.1. Risk of damage to or loss of the goods shall pass to THE BUYER as follows:

​ ​ ​6.1.1. According to the delivery term accepted and confirmed by RNL in each individual sales order

​ ​ ​6.1.2. Unless otherwise agreed at the place where production or processing was finished or the place of RNL’s premises at the time when the goods are leaving this place or when RNL notifies THE BUYER that the goods are available for collection, whichever is the earlier.

​ ​ ​6.1.3. In the case of goods to be delivered at RNL’s risk otherwise than at the place where production or processing was finished or the place of RNL’s premises, at the time of delivery or, if THE BUYER wrongfully fails to take delivery of the goods, the time when RNL has tendered delivery of the goods.

​ ​ ​6.1.4. in the case of goods to be delivered at the place where production or processing was finished or the place of RNL’s premises at the time when RNL notifies THE BUYER that the goods are available for collection.

7. Retention of title

​ ​7.1. Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to THE BUYER until RNL has received payment in full of the price of the goods and all other goods agreed to be sold by RNL to THE BUYER for which payment is then due.

​ ​7.2. RNL shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods in which title remains vested in RNL. This applies especially, but not only, if THE BUYER is in default or fails to fulfil his obligations in other ways. In this case RNL also has the right to demand the transfer of all titles of THE BUYER against third parties to give back or retake the goods.

​ ​7.3. The act of retaking or seizing the goods is not to be considered as cancellation of the contract. Until such time as the property in the goods passes to THE BUYER, THE BUYER shall hold the goods as RNL’s fiduciary agent clearly separated from his or third parties’ goods, and shall keep the goods properly stored, protected, insured and if appropriate, marked as RNL’s property. Until that time and as long as he is not in default THE BUYER shall be entitled to resell or use the goods in the ordinary course of business.

​ ​7.4. THE BUYER assigns the proceeds, titles and claims deriving from the sale or any other legal argument concerning the goods- including such from insurance and compensation for damage by third parties and balances receivable on current account- already now completely to RNL for security and shall keep all such proceeds separate from any moneys or properties of THE BUYER and third parties. RNL authorizes THE BUYER revocable to collect all such claims on own account and name.

​ ​7.5. THE BUYER is not entitled to pledge or assign goods in which title remains vested in RNL by bill of sale as security.

​ ​7.6. If third parties take steps to pledge or otherwise dispose of the goods, THE BUYER shall immediately inform this third party about RNL’s title concerning the goods and notify RNL to enable RNL to take legal action to protect its position. If the BUYER fails to do so in due time, he will be held liable for any damage caused. Moreover, THE BUYER is liable for all costs and expenses incurred by RNL to enforce its titles and claims towards the third party if reimbursement cannot be obtained from the third party.

8. Warranties and exclusion clauses

​ ​8.1. Subject to these Terms and Conditions and except where the BUYER is purchasing the Goods as a consumer, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

​ ​8.2. RNL shall not be liable for any loss or damage of any nature, director indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.

​ ​8.3. THE BUYER shall examine the goods and in doing so check every delivery in any respect and make any according complaints to RNL without delay (within two days, unless special circumstances apply). RNL warrants that all the items delivered under this agreement will be free from defects in material and workmanship, conform to applicable specifications, and, to the extent that detailed designs have not been furnished by THE BUYER, will be free from design defects and suitable for the purposes intended by THE BUYER. RNL shall not be liable for the goods being fit for a particular purpose unless otherwise agreed upon, to which THE BUYER intends to put them.

​ ​8.4. The above warranty is given by RNL subject to the following conditions:

​ ​ ​8.4.1. RNL shall not be liable in respect of any defect in the goods arising from any design or specification supplied by the buyer.

​ ​ ​8.4.2. RNL shall not be liable under the above warranty if the total price for the goods has not been paid by the due date for payment.

​ ​ ​8.4.3. The above warranty does not extend to parts, materials or equipment manufactured by or on behalf of THE BUYER and further damages caused by such parts, materials, or equipment.

​ ​8.5. RNL will however transfer all titles, rights and/or claims against the manufacturer regarding such parts, materials and equipment to THE BUYER on his demand.

​ ​8.6. This warranty does not cover defects in or damage to the products, which are due to improper installation or maintenance, misuse, neglect or any use or application other than the ordinarily intended one.

​ ​8.7. Any claim by THE BUYER, which is based on any defect in the quality or condition of the goods or their failure to correspond with specification and was impossible to detect by the time of the examination of the goods shall be notified to RNL within three months from the date of delivery.

​ ​8.8. THE BUYER is entitled to demand the delivery of any substitute goods, or repair or a reduction of the purchase price as set forth with the terms of each individual contract of sale. Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to RNL in accordance with these conditions, RNL shall be entitled at RNL’s sole discretion to either replace the goods free of charge or repair the goods.

​ ​8.9. If RNL is neither willing nor able to either repair or replace the goods, THE BUYER shall be entitled at THE BUYER’S sole discretion to claim for a reduction of price or a cancellation of the contract.

9. Miscellaneous clauses

​ ​9.1. RNL reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not affect the form and function of the product.

​ ​9.2. This agreement supersedes and invalidates all other commitments and warranties relating to the subject matter hereof, which may have been made by the parties either orally or in writing prior to the date hereof. Such prior commitments and warranties shall become null and void from the date this agreement is signed. Should a clause of these terms or of an individual sales contract be invalid or unlawful or should there be a blank, the rest of the agreement stays valid and effective in force. The invalid or unlawful clause is replaced, or the blank is filled by a clause which is valid and lawful and comes most closely to the intended economical purpose of the invalid or unlawful clause or, in case of a blank, the intended economical purpose of the agreement. Should this not be possible due to legal reasons, the parties will cooperate to agree on such valid clause.

​ ​9.3. Changes or completions to this agreement must be made in writing.

​ ​9.4. This agreement shall not be assigned or transferred or made known to any third party by THE BUYER except with the written consent of RNL. Each party shall be responsible for all its legal, accountancy or other costs and expenses incurred in the performance of its obligation hereunder.

10. Choice of Law; Place of Jurisdiction

​ ​10.1. This agreement shall be governed and construed in accordance with English law and each party agrees to submit to the jurisdiction of the courts having jurisdiction for the principal place of business of RNL.

​ ​10.2. RNL shall have the right to bring a claim before a court at THE Buyer’s principal place of business or at his discretion before any other court being competent according to any national or international law. In case of the transfer of any title or claim to a third party, the assignee shall also have the right to choose the place of jurisdiction accordingly.