CONDITIONS OF SALE 1. General- Unless previously withdrawn

CONDITIONS OF SALE 1. General- Unless previously withdrawn
1. General- Unless previously withdrawn, our tender is open to acceptance within thirty
days from date of tender, unless otherwise agreed at that time. An order shall not be
binding on us unless and until such an order shall have been accepted by us in
writing. The placing of an order implies acceptance of the following terms and
conditions upon which alone such an order is accepted and no purported term or
condition introduced by you, which is inconsistent with any of these conditions shall
have any effect and these conditions shall in all circumstances prevail. Where goods
are ordered from our current printed price list, your order shall be subject to our
standard conditions of sale herein unless otherwise specified.
2. Price- Prices quoted by us are based upon the costs of materials, labour, fuel,
transport and any other charges ruling at that date and we reserve the right to revise
our prices to cover actual changes in any such costs occurring between that date
and the date of delivery or installation, and any such revised price shall be due and
payable by you in place of the quoted price. A fixed price contract will only be
entered into by mutual written agreement. All clerical errors are subject to correction.
3. Acceptance- The acceptance of our tender must be accompanied by sufficient
information to enable us to proceed with the order forthwith otherwise we shall be
at liberty to amend the tender prices to cover any increase in cost which has
taken place after acceptance. Any samples submitted to you or goods supplied on a
sale or return basis and not returned to our works within one month from date of
receipt shall be paid for by you, unless otherwise agreed.
4. Property and Risk- Upon delivery the goods will be your risk, but the property in the
goods shall remain ours until you have paid the total purchase price and any other
amounts due to us at the delivery date. If payment of the total price or other sums is
not made on the due date we shall have the right with or without prior notice at any
time to retake possession of the whole or any part of the goods (and for that
purpose to go upon any premises occupied by you) without prejudice to any other
remedy. You may in the ordinary course of business sell the goods to a third party in
which case our beneficial entitlement shall attach to the proceeds of resale or to the
claim for such proceeds pending full payment.
5. Packing- Unless otherwise specified in our tender , all packing cases, skids, pallets
and other packing materials must be returned to our works at your expense and in
good condition within one month from date of receipt. If not so returned they will be
charged for.
6. Limits of Contract- Our tender includes only such goods, accessories and work as
are specified therein.
7. Drawings etc. - All specifications, drawings, and particulars of weight and
dimensions submitted with our tender are approximate only, and the descriptions and
illustrations contained in our catalogue, price lists and other advertisement
matter are intended merely to present a general idea of the goods described
therein, and none of these shall form part of the contract. After acceptance of our
tender a set of certified outline drawings will be supplied free of charge if
specified in our tender . All drawings and specifications obtained by you from us, our
employees or agents at any time remain our exclusive property. They must not be
copied, shown to any third party or used for any other purpose whatsoever ,
without our sanction in writing.
8. Inspection and tests- Our products are carefully inspected and where practicable
submitted to our standard tests at our works before despatch. If tests other than
those specified in our tender or test in the presence of you or your representative
are required, these will be charged for . In the event of any delay on your part in
attending such tests after seven days' notice that we are ready, the tests will proceed
in your absence and shall be deemed to have been made in your presence.
9. Performance- We will accept no liability for failure to attain any performance figures
quoted by us unless we have specifically guaranteed them, subject to any
tolerances specified or agreed to by us, in an agreed sum as liquidated damages.
If the performance figures obtained on any test provided for in the contract are
outside the rejection limits specified therein, you will be entitled to reject the goods.
Before you become entitled to claim liquidated damages or to reject the goods we
are to be given reasonable time and opportunity to rectify their performance. If
you become entitled to reject goods we will repay to you any sum paid by you to us
on account of the contract price thereof and any sum that may have accrued due to
you in respect of delay in despatch under Clause 10 up to the date of such rejection.
You assume responsibility that goods stipulated by you are sufficient and suitable for
your purpose save in so far as your stipulations are in accordance with our advice.
10. Liability for delay- Any times quoted for despatch are to date from receipt by us
of a written order to proceed and of all necessary information and drawings to
enable us to put the work in hand. All such times are to be treated as estimates
only not involving us in any liability for failure to despatch within such time unless you
have suffered loss and the amount payable in respect thereof shall have been
agreed in writing as liquidated damages in which case our liability shall be limited
to the amount so agreed to be paid. In all cases, whether a time for despatch
be quoted or not, the time for despatch shall be extended by a reasonable period if
delay in despatch is caused by instructions, or lack of instructions from you or by
industrial dispute or by any cause whatsoever beyond our reasonable control .
11. Variations- In the event of variation or suspension of work by your instructions or
lack of instructions the contract price shall be adjusted accordingly.
12. Delivery- Unless otherwise specified in our tender, the prices quoted are ex-works.
Orders will be consigned at an extra charge to cover carriage. We shall not be
responsible for off loading.
13. Loss or Damage in Transit- When the price quoted includes delivery other than
at our works, we will repair or at our option replace free of charge goods lost or
damaged in transit. Provided that we are given written notification of such loss or
damage within such time as will enable us to comply with the carrier's conditions of
carriage as affecting loss or damage in transit or where delivery is made by our
own transport, within a reasonable time after receipt of the Advice Note.
14. Terms of Payment- Unless otherwise agreed payment in full shall be due for
goods on notification by us that they are ready for despatch.
15. Storage- If we do not receive forwarding instructions sufficient to enable us to
despatch goods within 14 days after the date of notification that they are ready for
despatch, you shall take delivery or arrange for storage. If you do not take delivery
or arrange for storage we shall be entitled to arrange storage either at our own
works or elsewhere on your behalf and all charges for storage, for insurance or for
demurrage shall be payable by you.
16. Installation and Commissioning- Where your order includes installation or
commissioning you shall afford our engineers suitable access to and possession of
the site and shall provide proper foundations and services ready to receive the
goods as and when delivered and suitable protection for the goods until
completion. Whilst every effort is made to comply with the requirements of local
bylaws, these differ throughout the United Kingdom. We therefore, respectfully
remind you that ultimate responsibility for any installation of our equipment rests with
the user.
17. Defects after Delivery- We will make good, by repair or at our option by the supply of
a replacement, defects which under proper use appear in the goods and which
cannot be construed as normal wear and tear within a period of twelve
calendar months after the goods have been delivered and arise solely from faulty
materials or workmanship. Provided always that defective parts are promptly
returned by you free to our works unless otherwise arranged. The repaired or new
parts will be delivered by us free of charge. Provided further that in respect of parts or
components not of our manufacture we will give you a guarantee equivalent to
the guarantee (if any) which we may have received from the supplier of such parts or
components in respect thereof, but not so as to impose on us in respect of
such parts or components a liability greater than that imposed on us by the
preceding paragraph of this Clause. Our liability under this Clause shall be in
lieu of any warranty or condition implied by Law as to the quality or fitness for any
particular purpose of the goods, and save as provided in this Clause we shall not
be under any liability, whether in contract, tort or otherwise in respect of defects
in goods delivered or for any injury, damage or loss resulting from such defects or
from any work done in connection therewith.
18. Return of Equipment- No equipment may be returned without first obtaining our
written permission and all transportation charges shall be prepaid by you. Any cost
incurred by us to put equipment in first class condition as a result of damage during
transportation will be charged to you.
19. Cancellation- Cancellation cannot be accepted for goods made to special order.
20. Patents- We will indemnify you against any claim for infringement of Letters Patent,
Registered Design, Trade Mark or Copyright (published at the date of the contract)
by the use or sale of any article or material supplied by us to you and against all
costs and damages which you may incur in any action for such infringement or for
which you may become liable in any such action. Provided always that this
indemnity shall not apply to any infringement which is due to our having
followed a design or instruction furnished or given by you or to the use of such
article or material in a manner or for a purpose or in a foreign country not specified by
or disclosed to us or to any infringement which is due to the use of such article or
material in association or combination with any other article or material not
supplied by us. Provided also that this indemnity is conditional on your giving to
us the earliest possible notice in writing of any claim being made or action
threatened or brought against you and on your permitting us at our own expense
to conduct any litigation that may ensue and all negotiations for a settlement of
the claim. You on your part warrant that any design or instruction furnished or given
by you shall not be such as will cause us to infringe any Letters Patent, Registered
Design, Trade Mark or Copyright in the execution of your order .
21. Arbitration- If at any time any question, dispute or difference whatsoever shall arise
between you and ourselves upon, in relation to, or in connection with the contract,
either of us may give to the other notice in writing of the existence of such
question, dispute or difference, and the same shall be referred to the
arbitration of a person to be mutually agreed upon, or failing agreement within 14
days of receipt of such notice, of some person appointed by the President for the
time being of the Institution of Electrical Engineers.
22. Legal Construction- Unless otherwise agreed in writing the contract shall in all
respect be construed and operate as an English contract and in conformity with
English Law.
23. Value added Tax- The total consideration payable by the Purchaser shall be the
addition of the price established by Condition 2 hereof and the amount of the Value
Added Tax chargeable on the supply of goods and services by us on the said price
so established. If there shall be any variation in the rate of Value Added Tax
applicable to the contract the total consideration payable shall be increased or
decreased accordingly (to reflect any such change)
May 1st 2008
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