Online Ordering

TOBY ELECTRONICS LTD
TERMS AND CONDITIONS OF SALE

GENERAL

The conditions of Sale apply to all contracts for the sale of products by Toby unless expressly excluded in writing by an Authorised Officer of Toby. Any qualification or modification of these Conditions by the Buyer, or any other conditions which the Buyer seeks to impose, will be inapplicable unless accepted in writing by Toby Electronics Ltd.

CONTRACT

A contract shall be effected when Toby sends its confirmation and acceptance in writing or verbal acknowledgment of the Buyer’s order. Quotations are not binding until the date of such acceptance. Delivery periods shall run from the date of such acceptance.

ORDERS

Toby reserves the right (without prejudice to any other remedy) to cancel any uncompleted order, or to suspend delivery, if the Buyer fails to discharge any outstanding indebtedness to Toby. If an order is cancelled by Toby in the afore-mentioned circumstances, or is cancelled by the Buyer under any circumstances unacceptable to Toby, then the Buyer shall indemnify Toby against all loss, costs, damage, charges and expense arising out of the order and the cancellation thereof. No order is acceptable to Toby unless a delivery schedule is accepted against the total number of products ordered.

PRICES

(A) Prices quoted are “ex-warehouse” packed to manufacturer’s standard finish. ]

(B) Toby reserves the right by notice given at any time before delivery to increase the contract price of the goods if there is any increase in the costs of the goods to Toby by virtue of currency fluctuations, alterations of duties or imports, increases in the costs of raw material, labour or transport, or any other cause not within the control of Toby.

(C) If there is a minimum order charge/manufacturers minimum order quantity or minimum pack quantities details of which will be given on request.

(D) All orders exclude packing, carriage, insurance and freight costs.

(E) Unless otherwise stated all prices are exclusive of any applicable Valued Added Tax, for which the customer shall be additionally liable to the company.

PAYMENT TERMS

(A) Payment shall be 30 days nett from the date of invoice issued on despatch unless otherwise advised by Toby.

(B) If payment is not made on or before the due date the Buyer shall pay the company interest at the rate of 4% per annum above the base lending rate of Yorkshire Bank Plc from the due date for payment until the date of payment.

PACKING AND DELIVERY

The means of delivery will be at the discretion of Toby. The Buyer will pay freight, insurance and carriage costs. Toby will endeavour to adhere to the delivery schedule set out in the quotation but such delivery schedule is a business estimate only and Toby shall be under no liability whatsoever for delay in delivery or the consequence thereof however caused. If deliveries are delayed by any reason whatsoever beyond Toby’s control deliveries may be wholly or partially suspended and the delivery period extended by the length of time during which deliveries are suspended.

The risk in the goods shall pass to the Buyer when the goods leave the Toby warehouse. For all orders where goods are ready for delivery Toby may postpone delivery at the request of the Buyer which request shall be accompanied by payment by the Buyer to Toby of the full price of the goods, and Toby may store the goods at its own premises or elsewhere at the Buyer’s sole risk and all storage insurance and transport charges shall be paid by the Buyer.

RETURNS POLICY

Goods can only be accepted for return with an RMA number authorised by Toby Electronics Ltd. RMA numbers are valid for 30 days after issue. Credit will only be issued after returns have been received and confirmed to be in re-saleable condition. All claims to be made within 7 days of despatch. Toby Electronics Ltd will endeavour to issue returns authorisation wherever possible; however parts which have been modified or specifically manufactured to order and for which there are no other customer orders may be non-returnable or subject to a re-stocking charge. Custom made or ‘special’ parts are non-returnable. If return is due to an error we have made we will gladly refund any delivery charges and ship any replacement parts freight free of charge.

RESERVATION OF TITLE

The goods sold under these conditions shall remain the absolute property of Toby and legal title in the goods shall remain vested in Toby until payment in full of all amounts invoiced or due to Toby in respect of the goods, or until the goods are resold by the customer, whichever shall first occur. If the Buyer shall enter into liquidation, have a Winding up Order made against it, or have a Receiver, Administrator or Administrative Receiver appointed over its assets, income or any part thereof before the property and the goods has passed in accordance with this condition, Toby shall be entitled, immediately after giving notice of its intentions to repossess the goods, to enter upon the premises of the customer with such transport as may be necessary and to repossess any goods to which it has title under this condition. No liquidator, Receiver, Administrator or Administrative Receiver of the Buyer shall have authority to sell goods to which Toby has title without prior written consent of Toby.

INSOLVENCY OF CUSTOMER

If the Buyer, being a body corporate, shall pass a resolution or suffer an Order of the Court to be made for winding up, or if a Receiver, Administrator and Administrative Receiver shall be appointed or, being an individual or partnership, shall suspend payment propose or enter into any composition or arrangement with his or their Creditors, or have a Bankruptcy Order made against him or them, then Toby shall have the right, without prejudice to any other Contract with the Buyer, not to proceed further with the Contract and shall be entitled to charge for work already carried out (whether completed or not) and for goods and materials already purchased for the Buyer, such Charge to be an immediate debt due from the Buyer.

ACCEPTANCE

The Buyer shall be deemed to have accepted the goods as being in accordance with his order unless within seven days from receipt thereof, he shall notify Toby in writing that the goods are not in accordance herewith.

PATENT DELIVERY

The Buyer shall indemnify, defend and hold Toby harmless against any expenses, damages, costs or losses howsoever resulting from any suit or proceeding (or from a settlement of any suit or proceeding or any claim in anticipation thereof, such settlement made at the reasonable discretion of Toby) brought for infringement of any intellectual property right arising from compliance with the Buyer’s designs or specifications or instructions.

With respect to products manufactured solely to the designs or specification of Toby of any associated company of Toby. Toby may, if it elects to do so, defend any suit or proceeding brought against Buyer or its customers so far as based on a claim that such products, or any parts thereof, furnished hereunder, constitute an infringement of any intellectual property right. Toby shall be notified promptly by the Buyer of such claim in writing and be given such authority, information and assistance for the defence of same, In case said product or any parts thereof are in such suit held to constitute infringement and the use of said products or parts is enjoined.

Toby shall in its own discretion, either procure for the Buyer the right to continue using said products or procure the modification of such products so they become noninfringing or remove said products and refund the purchase price and the transportation costs thereof. The foregoing states the entire liability of Toby for intellectual property right infringement by the said products or any part thereof.

Toby shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against Buyer and Buyer will indemnify, defend and hold Toby harmless from any expenses, damages, costs or losses resulting from any suit or proceeding brought against Toby, either severally or jointly with Buyer, so far as such suit or proceeding is based on any claim that (a) use of any product or any part thereof furnished hereunder in combination with products not supplied by Toby or (b) a manufacturing or other process utilising any product or any part thereof, furnished hereunder, constitutes either direct or contributory infringement of any process patent of any country or any other intellectual property right.

EXCEPTIONS

(A) Subject to the Guarantee Clause below each and every condition and warranty express or implied by any stature or by common law is hereby expressly excluded. Any right, duty or liability which would otherwise arise by implication of law is hereby negatived.

(B) Toby shall be under no liability for any defects drawn to the attention of the Buyer of which were or ought to have been discovered on any examination of any merchandise prior to delivery by himself his servants or agents.

(C) Toby shall be under no liability for any damage to any merchandise during transit.

(D) Other than specifically provided herein Toby shall not be liable for any consequential or indirect damage however caused.

If any of these Conditions or any part of one of these Conditions is tendered void by any legislation to which is subject it shall be void to that the extent but no further. If any of these Conditions or any part of one of these Conditions is rendered unenforceable by the legislation to which it is subject it shall be unenforceable to the extend that it is not fair to reasonable to allow reliance on it and no further.

WARRANTIES AND LIMITATION

Toby warrants that the products to be delivered hereunder are free from defects of material and workmanship and meet Toby’s performances, specifications provided however that (a) Toby’s liability under this warranty is limited to, at the discretion of Toby, repairing or replacing or issuing credit for any product delivered hereunder not conforming to this warranty. (b) this warranty is limited to a period commencing with the date of shipment of such product. (c) minor deviations from specifications, which do not affect performance of the products covered hereby excluded from this warranty. (d) Toby will not be liable under this warranty unless (1.) Toby is properly notified in writing by the Buyer upon discovery of the failure of any product to conform to this warranty and Toby’s “Returned Material Authorisation” procedure is complied with. Product will not be accepted under any circumstances. (ii.) such product returned and accepted by return from Toby shall be delivered to Toby’s work at the Buyer’s expense. Goods returned and found not to be defective will be returned to the Buyer at the Buyer’s expense and will be subject to a charge of 25% on invoice value for testing by Toby. (iii.) such product is received by Toby not more than 10 days after the last day of the one year warranty period and (iv) Toby’s examination of such product shall disclose to Toby’s reasonable satisfaction that such defects or failures have not been caused by misuse, neglect, improper installation, repair, alteration or accident on the part of the Buyer. (v) the foregoing constitutes Toby’s entire warranty, express, implied and/or statutory (except as to title) and states the full extend of Toby’s liability to Buyer or to any other party for any breach of such warranty and for damages whether direct, special, incidental or consequential, resulting from any such breach and (vi) OTHER THAN AS EXPRESSLY PROVIDED IN THIS DOCUMENT. NO WARRANTY IS MADE AS TO THE MERCHANTABILITY OF THE GOODS TO BE DELIVERED NOR IS ANY WARRANTY MADE AS TO THE FITNESS OF SUCH GOODS FOR ANY PARTICULAR PURPOSE.

ILLUSTRATIONS

All descriptions and illustrations contained in Toby’s catalogue, price lists and other advertising matter are intended merely to present a general idea of the products described therein and shall not form part of any contract.

FORCE MAJEURE

Toby shall be excused liability for any delay in delivery of, or failure to deliver goods if such delay or failure to deliver is caused by all or any of the following: fire, flood, storm, tempest, Act of God, War (whether declared or not), riot, civil commotion, strike, lock-out, power failure, failure of supplier to supply materials to Toby or other cause (whether similar or dissimilar) not within the reasonable control of Toby.

CHOICE OF LAW

These Terms and Conditions and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by English Law and the Buyer hereunder irrevocably submits to the non-exclusive jurisdiction of the High Court of Justice in England.