Terms & Conditions
(1) GENERAL
All these terms and conditions form an integral part of the contract, shall supersede any contrary provisions sought to be incorporated by the
Buyer and may not be modified or varied otherwise than in writing signed by an authorised representative of the Seller.
(2) DELIVERY
(1) The specified time for delivery shall be reckoned from receipt by the Seller of the last of the following items:
(a) the order signed by the Buyer;
(b) all information necessary to enable the Seller to commence production;
(c) the deposit;
(d) satisfactory proof of issue of an import licence (if required).
If any of the above is not received within a reasonable time the Seller at its option may either extend the time for delivery or by notice in writing cancel the order. Specific delivery dates are strictly subject to all of the above items being received by the Seller within fourteen days from the date of the Seller's acceptance of the Buyer's order.
(2) The Seller shall not be held to guarantee a definite time for delivery and the Buyer shall have no right to rely on a suggested time for delivery and consequently the Buyer shall have no right. to damages or to cancel the order for failure for any reason to meet. a delivery time.
(3) FORCE MAJEURE
The Seller shall be under no liability for any delay or loss or damage caused wholly or in part. by any act of God or by any act done pursuant to a
trade dispute (official or unofficial) whether such dispute involves the seller's employees and agents or not.
(4) RISK
(1) For export deliveries, the Buyer shall bear all risks in the goods from the time when they shall have effectively passed the ship's rail at the port
of shipment
(2) For UK deliveries, the Buyer shall bear all risks in the goods from the time they leave the Seller's works.
(5) RESERVATION OF TITLE
(1) Notwithstanding delivery and passing of risk, and not withstanding any agreed terms of payment, the Goods are not sold or delivered on credit
but on condition that. the title therein shall not pass to the Buyer until the Buyer has paid all monies owed to the Seller under the Contract.
(2) The Buyer shall possess all Goods the property in which remains vested in the Seller by virtue of this clause and any proceeds of resale thereof on a fiduciary basis only. If the Seller so requires, the Buyer shall store such Goods at no cost to the Seller, so that they are clearly identified as the property of the Seller.
(3) The Seller may recover and re-sell any or all such Goods at any time before title has passed to the Buyer. The Buyer undertakes to give access to its premises and to the Goods and to enable the Seller to retake possession. The Seller intends to exercise its rights under this clause, only in the event of the Buyer having a Receiver appointed over any of its assets, entering into any arrangement or composition with its creditors, or entering into liquidation of becoming bankrupt.
(4) In the event of the Buyer committing any act inconsistent with the Seller's rights as set out herein the Seller shall have the right to recover possession of the goods from any third party.
(5) The Buyer shall be entitled to sell the goods supplied hereunder to any third party at the best obtainable price, but if the Buyer has not paid the
Company in full for all the goods, the Buyer shall place and keep intact the proceeds of sale in a separate Bank Account. If the Buyer makes default in payment, or if for any other reason the Company treats this contract as discharged, the Company shall be entitled to trace into such proceeds.
(6) INSTALLATION
Installation at the Buyer's premises shall be at the Buyer's expense and does not form part of the contract.
(7) STORAGE
If sufficient forwarding instructions are not received by the Seller within fourteen days after notification that the goods are ready for despatch or if the Buyer shall be unprepared to accept delivery of the goods in accordance with the provisions of the contract the goods shall:
(1) be paid for as if they had been despatched and delivered;
(2) be deemed to have been accepted by the Buyer;
(3) be at the risk of the Buyer who shall be responsible for all storage, delivery, insurance and other charges in respect thereof
(8) SPECIFICATIONS AND PERFORMANCE
(1) All descriptive matter, specifications and drawings and all particulars of weights and dimensions submitted by the Seller or contained in the Seller's catalogues or advertising matter shall be considered as approximate only and shall not form part of the contract. The Seller reserves the
right to alter its specifications without notice.
(2) Any facts or figures relating to performance and published or communicated by the Seller are given in good faith and based on experience obtained during tests. They shall not form part of the contract nor involve the Seller in undertaking to obtain equivalent results in specific cases.
(3) The Seller shall not be responsible for any defects in the goods due to compliance with the Buyer's instructions whether in relation to designs, patterns, drawings, requirements or specifications supplied by the Buyer or otherwise.
(4) The Company shall be under no liability whatsoever and the Buyer shall have no remedy in respect of any misrepresentation which may have induced the Buyer to enter into any Contract with the Company and whether or not such misrepresentation was made negligently and notwithstanding section 3 of the Misrepresentation Act 1967 the Buyer agrees not to assert before any Court or Arbitrator that it would not be fair or reasonable for the Company to rely on this clause.
(9) PRICES
The price is based on materials, costs and labour rates current at the date of contract. In the event that any of such costs or rates change between the date of contract and the date of delivery the Seller reserves the right to adjust the price to reflect such change. In this event a certificate of the Seller's auditors shall be accepted by the Buyer as being conclusive evidence of any change in such costs or rates.
(10) ACCEPTANCE OF GOODS
Unless previously accepted all goods shall be regarded as having been accepted by the Buyer fourteen days after arrival at its premises.
(11) TERMS OF PAYMENT
(1) All such sums due shall be payable in the currency in which the price is quoted on the invoice form without. any deduction whatsoever and the time specified for payment. by the Buyer shall be of the essence of the contract;
(2) Any deposit paid by the Buyer shall be irrevocable in all circumstances;
(3) Title to the goods will only pass to the Buyer on payment in full of the contract price. Should any payment. not be made on the due date the Seller may take possession of and remove and sell for its own benefit any goods not fully paid for but without prejudice to any other rights it may have against the Buyer. Pending complete payment the Buyer shall keep the goods fully insured against fire, theft and other usual risks and shall indemnify the Seller against any loss or injury thereto;
(4) If the price be payable by instalments the balance of the purchase price shall become immediately due and payable together with interest to the date of payment in the event of either:
(a) non-payment of any instalment on its due date, or
(b) the Buyer committing or suffering any of the acts or things mentioned in paragraph 12;
(5) Where there is any delay in payment of the contract price or any instalment thereof the Buyer shall pay all reasonable costs, fees and expenses incurred by the Seller in obtaining payment.
(12) INTEREST
The Buyer shall on demand pay interest on all overdue payments from the due date to the date of payment at a rate 3% over the Minimum
Lending Rate for the time being in force at the Bank of England.
(13) SUSPENSION
If any payment due prior to on or after delivery under this or any other contract between the Buyer and the Seller be not made or if the Buyer commits an act of bankruptcy or takes or suffers any step leading to liquidation or has a receiver appointed of any of its assets the Seller may suspend or withhold deliveries of any goods (without prejudice to all other rights and remedies the Seller may have) until the full amount of the contract price is received by the Seller, or may at its option immediately cancel this contract between the Buyer and the Seller.
(14) WARRANTY
(1) The Seller shall (subject to paragraph 2 below) supply a replacement or at its option repair any part other than a consumable item which fails under proper use within six months after delivery provided that it is proved to the Seller's reasonable satisfaction that the failure arose principally from its own faulty workmanship or materials. The repaired or replacement part shall be supplied free of charge but the Seller's liability as to delivery, fitting and other expenses shall be limited to carriage paid in the U.K or F.O.B./U.K. Port. A "consumable item" is one which is subject to rapid wear and tear and the Seller will on enquiry by the Buyer identify any such items.
(2) The warranty given in paragraph I shall not apply in respect of machines not erected under the supervision of erection staff approved in writing by the Seller.
(3) In respect of goods supplied ( or parts of goods supplied) which are not manufactured by us, we agree to assign so far as we are permitted to do so by law or contract all guarantees or warranties (if any) given to us in respect of workmanship faulty design materials fitness for purpose or otherwise of the goods by the manufacturer and our liability to the Buyer in respect of such goods shall be limited accordingly.
(4) All other conditions warranties or obligations expressed or implied by law trade custom or practice or otherwise are excluded and the Seller shall not in any event be liable for indirect or consequential damage or loss of any kind nor for direct damage or for loss arising from late delivery or defects in construction. Further in any case where the goods are or are capable of becoming the subject of any industrial property right the Seller shall transfer to the Buyer only such title as it may have to the goods.
(5) No warranty guarantee or condition is given or shall be implied that the goods sold by the Seller or their use or the sale or use of the product made thereby will not infringe the patent design or other industrial property rights of any third party in any country.
(15) TAXES
The Buyer shall keep the Seller indemnified against all taxes duties and/or other impositions of a similar nature arising outside the U.K. whether levied upon the Buyer or the Seller and whether in respect of the contract, the goods, any services to be provided or any payment to be made in accordance with the terms of the contract.
(16) ASSIGNMENT AND CANCELLATION
The Buyer shall not without the Seller's consent in writing assign or transfer the contract. The Seller shall be entitled to cancel the contract if it is unable to obtain the approval of its Insurers and/or the competent U.K authorities thereto and the Buyer shall have no claim in respect of such cancellation.
(17) NOTICES
Any notice to be given by either party hereunder shall be in writing and sent by prepaid letter (airmail where appropriate) and shall be deemed to be served seven days after proof of despatch to the other party's registered office or last known address.
(18) HEALTH AND SAFETY
The attention of the Buyer is drawn to the provisions of Section 6 of the Health and Safety at Work etc. Act 1974.
(1) The Seller will make available such information on the design, construction and installation and use of the goods as is in its possession to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used.
(2) The Buyer hereby undertakes pursuant to Section 6(8) of the Health and Safety at Work etc. Act 1974 to take such measures as are communicated in writing to the Buyer by the Seller and to take such other steps as are sufficient to ensure, so far as is reasonably practicable, that the goods will at all times be safe and without risk to health when properly used. The goods shall not be regarded as properly used when they are used without regard to any relevant information or advice relating to their use which has been communicated to the Buyer pursuant to this clause.
(3) The Seller shall not be liable to the Buyer in any civil proceeding brought by the Buyer against the Seller under any Health and Safety Regulations made pursuant to the Health and Safety at Work etc. Act 1974 where such exclusion of liability is permitted by law.
(19) LEGAL CONSTRUCTION
These conditions and each and every Contract made pursuant thereto shall be governed by and constructed in all respects in accordance with the Laws of England and the Seller and the Buyer irrevocably submit to the exclusive jurisdiction of the English Courts.