Terms and Conditions
CONDITIONS OF SALE
ALL GOODS ARE SOLD AND ALL WORK IS DONE SUBJECT TO AND IN
ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS:-
Any quotation shall be valid for thirty days only from the date thereof unless the term is specifically extended by the company in writing.
2.Conclusion of the Contract
No order shall be binding upon the Company unless accepted in writing on the Company's printed acknowledgment of order form. Any previous communications not specifically mentioned in the quotation or in the customer's order or our acceptance thereof shall be deemed to be cancelled and shall not be incorporated in the Contract. No representations made by us or our agents shall be treated as having induced the customer to enter into the Contract unless the same is in our quotation or the customer's order or our acceptance as aforesaid.
These Conditions may not be varied except in writing signed on behalf of the Company by a duly authorised officer- of the Company.
If between the date of order and the date of despatch any increase to the list price of the goods shall be made by the Company, the Company shall be entitled to charge such goods at the increased list price except where specific written arrangements to the contrary have been made. Where an increase of more than 10% of the quoted price is made the customer will be entitled to cancel their order. These provisions shall not apply in the case of Contracts where a price variation clause is incorporated. List prices and discounts are subject to alteration without notice.
The description of the goods contained in quotations, illustrations, drawings and specifications are believed to be correct as to weights, dimensions, capacity, performance and otherwise. Any error or mis-statement to be found therein shall not annul the sale or entitle the customer to be discharged from the Contract. Notwithstanding the foregoing the customer shall not be obliged to accept any goods which differ substantially in any of the above mentioned respects from the goods agreed to be sold if the customer shows he would be prejudiced by reason of such difference. The Company reserves the right to modify, alter and improve designs at any time without prior notice.
Any performance figures given by the Company are based upon its experience and are such as the Company expects to obtain on test in its works. Such figures are not (unless expressly stated to the contrary) guaranteed.
Every endeavour will be made to execute orders to a specified time, but the time for delivery of equipment and/or products shall be extended for a reasonable time if delay in the delivery of equipment and/or products is caused by instructions or lack of instructions from the Purchaser, or by an industrial dispute or any circumstances beyond the Company's reasonable control and in any event it is agreed that time for delivery shall not be of the essence. Acceptance of tenders must be accompanied by all information necessary for manufacture to be proceeded with immediately otherwise the Company reserves the right to amend quoted prices to cover any extra costs involved. Prices may be increased in the event of work being delayed through absence of customer's instructions. In the case of export contracts the following shall apply:
(a) F.O.B Tenders
Delivery will be made F.O.B at the port stated in the tender
(b) C.I.F Tenders
Delivery will be made C.I.F. at the port stated in the tender. No lighterage landing charges, dock, wharf or customs dues are included. Freight and insurance charges are based on rates obtainable at the date of tender. If these rates are varied between the date of the tender and the date of shipment the tender price will be increased or decreased by the nett amount of the variation.
If goods are not collected or if forwarding instructions sufficient to enable the goods to be delivered or despatched are not received within seventy-two hours after the date of notification that they are ready for collection or delivery or despatch, the Company reserves the right to make a charge for the storage and insurance of such goods. The goods shall be invoiced on the day they are put in the store and are subject to the terms of payment in Clause 11.
Carriage will be payable by the customer unless alternative arrangements are agreed at the time of placing the contract.
10. Damage or Loss in Transit
The Company will bear no responsibility for damage or loss in transit unless such loss or damage is a direct result of the Company's negligence. Carrier's receipt should be signed "un-examined" and in the case of damage or shortage notification of such must be sent within three days both to the carrier and the Company. The packing and contents should be retained for inspection by the carrier's inspectors. In the case of non-delivery notification of such must be sent to the Company and to the carrier within fourteen days of receipt of the advice note.
Unless otherwise agreed in writing payment shall be 30 days nett from date of invoice. For export orders payment shall unless otherwise agreed be made in sterling either by irrevocable letter of credit lodged with bankers in Great Britain before despatch of the goods or if previously agreed by the Company by cash against shipping documents. On all overdue payments the Company may make an interest charge of 3% per month or two times the Bank of England minimum lending rate per month whichever is larger. Any other costs incurred in relation to the recovery of any sums outstanding shall be payable by the customer. The Company reserves the right to discontinue further supplies of an outstanding order if payment is not made on the due date.
The Company will make good by repair or replacement defects which with proper installation and under proper use appear in the goods within a period of twelve calendar months (unless variation of the guarantee period shall be agreed in writing) after the goods have been despatched and which arise solely from faulty design, materials or workmanship, provided that the defective parts are promptly returned by the customer free to the Company's work unless the Company direct otherwise and such goods shall be accompanied by an advice note or letter giving the reason for the return of goods and stating date, reference number on advice note and invoice number on which the goods were charged. The repaired or new parts will be delivered by the Company free of charge by any method of transport of the Company's choosing. In the event of the Company supplying goods not manufactured by it such products will only carry such warranty as is provided by the actual manufacturer of such products or equipment and no further liability therefore shall apply to the Company. The Company's liability under this clause is in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the equipment and except as provided for in this clause, the Company shall not be under any liability, whether in contract, tort or otherwise for in respect of defects in the equipment or for any damage or loss resulting from such defects or from any work done in connection therewith. The Customer agrees to indemnify the Company against loss or damage or injury that may arise through the use by the Purchaser or others of the equipment.
13. Ownership and Lien
The property of goods sold by the Company shall remain with the Company until payment of the price in full. The Company is entitled to a lien on the property on the Customer in the Company's possession until payment of all sums owing by the customer to the Company.
All goods shall upon delivery to and or to the order of the customer be at the customer's risk in all respects. The customer shall insure the same with a reputable Insurance Company to the full reinstatement value of the goods against all risks including fire, theft, lightning, explosion, aircraft, strikes, riots, civil commotion and malicious damage and the full range of storm and water perils and all other usual risks, and produce the policy for the same to the Company if so requested.
15. Health and Safety
Any advice or guidance given by the Company on the handling and transport or storage of goods or materials that are inherently dangerous or may become liable to damages is given to the best of the Company's knowledge or information. The customer shall be responsible for ensuring that the guidance and advice is observed.
If tests are required by the contract in the presence of the customer's representatives, these will be charged for extra and in the event of any delay in attending such tests, after reasonable notice that the goods are ready, the test will proceed and if satisfactory shall be deemed to have been made in the customer's presence and to have conformed to the Contract specification. Tests must be made at the Company's works or at such other place designated or agreed by the Company.
17. Liability in Respect of Goods Manufactured to Customer’s own Design
Where the Contract comprises any goods to be manufactured or modified by the Company in accordance with the specification or instructions of the customer the latter shall make no claim against the Company in respect of defects arising from faulty design or specification and shall indemnify the Company against any liability which it may incur as a result of:
(a) the work carried out by the Company in accordance with such specification or instructions as aforesaid constituting an infringement of any letters patent or other protection subsisting in favour of any persons, or
(b) the goods so manufactured or modified by the Company causing loss or damage to any person or property arising out of any defect in the design or construction thereof resulting from compliance with the specification or instructions of the customer as aforesaid.
18. Consequential Damages
Neither party shall be liable to the other for economic or consequential loss, including but not limited to loss of profit, loss of production and loss of contract.
The Company reserves the right to suspend deliveries wholly or partially in the case of strikes, combination of workmen lockouts, accident or any other circumstances operating to cause the entire or partial stoppage of the Company's works or to prevent deliveries being made in due course. The Company shall further be relieved of liabilities incurred under the Contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of conforming to any statute, rules, regulations, orders or requisitions, issued by any government department, council, or other competent authority. Provisions of this clause are also to be taken as including and governing any revision of prices quoted by the Company or stated in orders consequent upon wage awards and material price increases.
Extra charges will be made for any additions, alterations or tests ordered by the customer and not specified on the quotation.
Where there is any conflict between these Conditions and a customer's conditions of purchase these conditions shall prevail.
22. Law and Jurisdiction
The Contract will be governed by English Law and will be subject to the exclusive jurisdiction of the English Courts.