2.3 No order accepted by the Company may be cancelled by the Customer except with
the written agreement of the Company and on terms that the Customer forfeits any
deposit paid and indemnifies the Company in full against all losses (including loss
of profit) and expenses resulting from that cancellation.
3.1 The price of the goods and services (if any) shall be as set out on the Order
Form. The Customer shall be responsible for all additional cost to the Company resulting
from amendments in Customer instructions or lack of instructions, or any other cause
attributable to the Customer.
3.2 Unless otherwise agreed in writing between the Customer and the Company, all
prices are given by the Company on an ex works basis. Removal, packing, loading,
transport, delivery and insurance costs will be charged extra to the Customer.
4.1 Unless otherwise specified on the Order Form, the Company’s terms of payment
are net cash, payment in full to be made upon receipt of invoice and prior to removal
of the goods from site or from the Company’s premises. Deposits are non-refundable.
No discount or allowance will be made unless agreed in writing by the Company prior
to the date of the order. If the Company’s invoice specifies “Account strictly net
monthly” then the Customer must pay the account on or before the last day of the
month in which the invoice is dated.
4.2 In any case where the Company agrees to there being a retention from the purchase
price payable against performance, the amount of that retention and the applicable
conditions shall be clearly stated on the Order Form. That retention sum shall be
paid at the time of delivery of the goods/services in question into an escrow account
with the Company’s solicitors, to be released immediately on fulfillment of the
escrow conditions.
4.3 If the Customer fails to comply with these terms of payment, the Company reserves
the right to cancel any and all other agreements with the Customer subsisting at
the time relating to goods to be sold.
4.4 Interest will be charged on all outstanding accounts at the rate of 2% per month.
5.1 The Company will endeavour to effect delivery by the estimated date set out
on the Order Form but shall not incur any liability whatsoever for failure to do
so. For the avoidance of doubt, the time for performance by the Company of its obligations
under these conditions shall not be of the essence.
5.2 Unless otherwise agreed in writing by the Company, delivery of the goods shall
take place at the Company’s factory/warehouse on collection by the Customer within
21 days of being notified by first-class post of availability. Notification shall
be deemed to have been given on the day after posting.
5.3 If the Customer fails to collect goods by the due date or, where delivery elsewhere
has been agreed, fails to take delivery of the same, the Company shall be entitled
(but not obliged) to treat the order as cancelled and to seek damages accordingly
from the Customer and in any event to make a reasonable charge for transport, storage
and insurance, applying any deposit received towards this liability. Failure to
accept delivery shall not affect the Customer’s obligation to pay for the goods.
5.4 Where the goods are supplied for export from the UK, the Customer shall be responsible
for obtaining any necessary export licences, for arranging the contract of carriage
and insuring the goods on board ship, for complying with any legislation or regulations
governing the importation of the goods into the country of destination and for the
payment of duties on them.
5.5 Where the Company agrees to deliver the goods otherwise than at the Company’s
warehouse, the Customer shall bear the risk of the goods during transit and provide
such labour as is necessary to unload the goods. Further, the Customer will keep
the Company fully indemnified against all damage to property and injury to persons
resulting from any cause whatsoever whilst on the Customer’s premises (unless caused
by the negligence of the Company or the carrier or its or their employees or agents).
5.6 If delivery of the goods is not effected within seven days of the date of the
Company’s advice or despatch note (or, in the case of export orders, such longer
period as specified on the Order Form), the Customer must immediately notify the
Company in writing.
6. Risk of damage to or loss of the goods shall pass to the Customer at the time
of delivery, whether to the Customer or to a carrier for delivery to the Customer
This is regardless of whether an installation service is also provided.
7.1 Notwithstanding delivery and the passing of risk in the goods, or any other
provision of these conditions, the goods shall remain owned by the Company until
the contract price has been paid in full in respect of all and any goods delivered
by the Company but after delivery the Customer shall accept full responsibility
for and shall fully indemnify the Company against any loss or damage to the goods
from whatever cause. Immediately on delivery of the goods, the Customer must arrange
insurance for the full reinstatement value of the goods. Until such time as ownership
of the goods passes to the Customer on full payment, the Company’s interest shall
be noted on the policy and the proceeds of the insurance shall be assigned to the
Company, which shall be supplied with a copy of the insurance cover note on request.
7.2 Until it becomes owner of the goods on making full payment of the contract price,
the Customer shall hold those goods as the Company’s fiduciary agent and bailee
and shall keep the goods separate, protected and insured (as set out above) and
identified as the Company’s property. Without prejudice to any other rights or remedies
arising out of any breach of contract by the Customer, if any part of the contract
price for goods is overdue the Company shall be entitled to recover and sell all
or any of the relevant goods and the Customer hereby irrevocably authorises and
licenses the Company, its employees and agents to enter the relevant premises at
any time in order to recover those goods and agrees that full and free access will
be given in this respect. The Customer shall keep the Company fully indemnified
against all costs incurred by the Company in pursuing its rights under this condition.
7.3 The Customer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the goods still in the ownership of the Company.
Any breach of this condition shall result in all monies owing by the Customer to
the Company in respect of those goods becoming immediately due and payable (without
prejudice to any other right or remedy of the Company).
8. Where the Order Form specifies for the installation of the goods, the Company
will arrange for that installation to be carried out by a third party contractor
of the Company’s choice on the following basis:
8.1 the Company will nevertheless remain responsible to the Customer for the proper
installation of the goods;
8.2 delivery and installation shall be carried out during the Company’s normal working
hours unless otherwise agreed in writing with the Customer, in which case an additional
charge shall be paid;
8.3 the Customer shall prepare a suitable installation area and environment for
the goods, ensuring free and uninterrupted access to the same and with all necessary
services and facilities for full installation readily available;
8.4 the Company’s obligations shall be to effect physical installation only of the
goods and shall not extend to carrying out operating tests unless so agreed in writing
with the Customer at the time of placing the order;
8.5 only if so stated on the Order Form, the Company (or its subcontractor) shall
carry out appropriate operating tests in the presence of the Customer’s representative
following installation and the parties shall, on satisfactory conclusion of those
tests, sign off to the effect that the goods are in working order;
8.6 where default on the part of the Customer has prevented or delayed the installation
of the goods at the pre-arranged site, day and time, the Company shall be entitled
to charge the Customer for all additional costs incurred.
9. The Company shall not be liable to the Customer or be deemed to be in breach
of the order by reason of any delay in performing, or any failure to perform, any
of its obligations in relation to the goods if that delay or failure was due to
any cause beyond the Company’s reasonable control, including (but not limited to)
Act of God, strikes, lock outs or other industrial action, explosion, flood, fire
or accident, acts of war or terrorism or threat of the same, civil disturbance,
local or national governmental acts, restrictions, bye laws, prohibitions or measures
of any kind, power failure or breakdown of machinery.
10.1 Unless specifically stated on the Order Form, no warranties are given in respect
of goods, which are sold on an ‘as seen’ basis. It is the Customer’s responsibility
to arrange for testing and inspection of the goods at the Company’s premises before
accepting delivery and the Company accepts no liability for any claim in respect
of any defect that would have been apparent on inspection but which is notified
to the Company after delivery.
10.2 Any damage to or defect in goods must be notified in writing to the Company
by the Customer within 2 days after delivery. In the case of a valid claim, the
Company’s liability shall be limited to repairing or replacing the goods or part
in question or, at the Company’s sole discretion, taking back the goods and refunding
the purchase price.
10.3 Any warranty given in respect of goods will be valid only if the total price
for the goods has been paid by the due date for payment and then only for the period
stated on the Order Form, commencing with the date of delivery. Warranty claims
must be notified to the Company in writing within 3 working days of the Customer
or its agent becoming aware of the problem. No liability under warranty will be
accepted by the Company in any case where goods are operated other than on a one-shift
basis, under abnormal working conditions, where goods have been modified or otherwise
tampered with or where goods have been damaged, misused or operated by untrained
operators or otherwise than in accordance with the relevant operating manual or
proper working practice.
11.1 Notwithstanding any other provision of these conditions, the Company does not
seek to exclude or limit liability for death or personal injury to the extent that
the same arises as a result of the negligence or wilful default of the Company,
any breach of any undertaking as to title or freedom from encumbrance implied by
law and/or fraudulent misrepresentation.
11.2 Subject always to clause 11.1, the Company shall not be liable to the Customer
for any loss or damage whatsoever or howsoever caused arising directly or indirectly
in connection with these conditions, the supply or installation of goods, their
use or otherwise, except to the extent to which it is unlawful to exclude such liability
under the applicable law.
11.3 Notwithstanding the generality of clause 11.2, the Company shall not be liable
to the Customer by reason of any misrepresentation (unless fraudulent) or any implied
warranty or condition, or other terms or duty at common law or under the express
terms of the contract for any indirect, special or consequential loss or damage,
costs, expenses or other claims for compensation whatsoever that arise out of or
in connection with the supply or installation of goods or their use or resale by
the Customer including without limitation all or any of loss of profit, anticipated
savings, business, revenue or goodwill or costs relating to the procurement by the
Customer of any substitute goods.
11.4 In the event that any exclusion contained in these terms and conditions shall
be invalid for any reason and the Company becomes liable for loss or damages to
the Customer that can be lawfully limited such liability shall not exceed the contract
price for the goods (net FOB).
12. The parties hereby exclude the application of the Contracts (Rights of Third
Parties) Act 1999 to the terms of this Agreement. Unless the Company consents in
writing, the Customer shall not transfer any contractual rights to a third party.
13. The Customer shall not enter into any agreement in respect of the goods on terms
that could result in the Company incurring any liability in excess of the liability
of the Company to the Customer under these conditions. The Customer shall when entering
into any contract with a third party exclude any and all liability to the fullest
extent permitted by law whether arising in contract, tort, by statute or otherwise
in respect of any loss of profits and/or for any special, indirect, incidental or
consequential loss or damage capable of arising from the goods. In the event of
the Customer failing to do so and in the event of the Company incurring liability
as a result of that failure, the Customer shall indemnify the Company against all
claims, costs and expenses arising from that failure.
14. These conditions (including the Order Form) represent the entire agreement between
the parties for the supply and installation of the relevant goods and services and
supersede any previous representations or agreements whether recorded in writing
or otherwise.
15. The interpretation and enforcement of these conditions shall by governed by
English Law and the parties irrevocably submit to the non-exclusive jurisdiction
of the English courts provided that the Company may bring proceedings in any other
jurisdiction to enforce a judgment of the English courts.