Terms of service

CONDITIONS OF SALE

Orders are accepted and equipment sold by the Seller only on
the following terms and conditions unless expressly accepted in
writing by the Seller. If the Buyer’s order is inconsistent with
these conditions the Seller’s acceptance of the Buyer’s order
shall constitute a counter offer and the Buyer shall be deemed to
have accepted these conditions unless it notifies the Seller to the
contrary within five days of receiving the Seller’s acceptance of
the order.
The heading of the clauses of these conditions are for reference
only.

ACCEPTANCE
a) Unless otherwise agreed the Seller will only be obliged to
accept orders given within the period of validity stated in its
tender or quotation.
b) No order shall be binding until accepted in writing by the
Seller. The Seller shall not be bound to accept changes to the
specification or order after acceptance but shall endeavour,
subject to agreement of any necessary revision to price and
delivery date, to meet any reasonable request.
c) The Seller only accepts responsibility for compliance with any
relevant codes regulations standards or rules published prior to
the date of the Seller’s tender or quotation.

PRICES
a) The price quoted does not (unless stated in writing to the
contrary) include postage delivery charges packing or the
amount of any VAT or any other sales tax or excise duty payable
in respect of the equipment which shall be charged separately by
the Seller.
b) The Seller reserves the right to increase all prices at any time
without notice to take account of any variation to the Company
in the cost of materials components parts wages and overheads
between the date of quotation and the date of delivery or
despatch of the equipment, and the price payable by the Buyer
shall be the price applicable at the date of delivery or despatch of
the equipment.
c) If the Seller incurs extra expenditure as a result of any delay
or suspension of work resulting from the Buyer’s instructions or
from any alteration to the Buyer’s specification or otherwise from
the Buyer’s fault or for causes beyond the Seller’s control the
price shall be adjusted accordingly.

PAYMENT
a) No payment may be withheld in respect of any defects in
respect of which the Buyer is not entitled to repudiate.
b) Payment for equipment shall be made by the Buyer in
accordance with the terms of payment set out in the Seller’s
Order Acknowledgment or Terms Sheet or if not such terms are
included not later than the last day of the month following the
month in which the equipment was delivered.
c) If payment is not made in accordance with the terms of
payment all moneys owed by the Buyer to the Seller in respect
of any order shall immediately become due and payable and
recoverable forthwith.
d) The Seller may charge interest on overdue payments from
the date they become due at the annual rate of not less than 4%
above the Seller’s bankers’ Base Rate from time to time in force.
e) The Seller shall be entitled to re-take possession of the
equipment at any time prior to payment by the Buyer of the
purchase price in full for which purpose the Seller its agents and
employees shall be entitled to enter the premises where the
equipment is located for the purpose of recovering the same
without any liability for damage thereby caused including,
without limitation, damage caused through the negligence of the
Seller its agents or employees.

DELIVERY
a) Time for delivery dates from the Seller’s acceptance of the
Buyer’s order.
b) The Seller shall not be under liability to the Buyer in respect
of any delay in delivery howsoever arising or any damage in
respect of or loss caused by or resulting from any such delay.
c) The Buyer shall take delivery of the equipment within seven
days of notification by the Seller that the equipment is ready for
collection or delivery. Should the Buyer fail to collect or take
delivery of the equipment then notwithstanding that the
equipment is in the possession of the Seller delivery shall be
deemed to have occurred for the purposes of this contract seven
days after such notification and the Buyer shall be liable for
payment of the equipment.
d) Where it is agreed in writing that the Seller shall be liable to
the Buyer for delay in delivery the Buyer shall nonetheless have
no claim against the Seller for delay in delivery of, or failure to
deliver, the equipment as a result of strikes labour disputes or
other industrial action emergency conditions fire flood accident
or any other cause whatsoever beyond the Seller’s control but
affecting the Seller or any of its subcontractors, whether or not
of a similar nature to any of the foregoing; nor shall the Buyer
have any claim against the Seller for failure to deliver the
equipment within the time specified if the Buyer is in breach of
any of the terms hereof or in any way delays the work.

TITLE AND RISK
a) Risk of damage to or loss of the equipment which forms part
of this agreement shall pass to the Buyer
i) In the case of equipment to be delivered at the Seller’s
premises, at the time when the Seller notifies the Buyer that
the equipment is available for collection or
ii) In the case of equipment to be delivered otherwise than at
the Seller’s premises at the time of delivery or if the Buyer
wrongfully fails to take delivery of the goods the time when
the Seller has tendered delivery of the goods.
b) Notwithstanding delivery and the passing of risk in the equipment or any other provisions of these Conditions of Sale all
equipment supplied by the Seller to the Buyer under this contract
shall remain the sole and absolute property of the Seller both in
law and in equity until the Buyer shall have paid the Seller the
agreed price together with the agreed price of all other
equipment supplied by the Seller to the Buyer which, at the time
of payment in full of the agreed price of the equipment sold
under this contract, has been delivered to the Buyer but not paid
for in full.
c) The Buyer acknowledges that it is in possession of all
equipment supplied under this contract solely as the Seller’s
fiduciary agent and bailee until the Buyer shall have paid the
Seller the agreed price together with the agreed price of all other
equipment supplied by the Seller to the Buyer under any other
contract.
d) Until such time as in accordance with the above provisions
the buyer becomes the owner of the equipment the Buyer will so
far as practicable store the equipment on its premises separately
from its own goods or those of any other person and in a manner
which makes it readily identifiable as the goods of the Seller.
e) The Buyer’s right to possession of the equipment shall cease
if it does anything or fails to do anything which would entitle a
receiver to take possession of any assets or which would entitle
any person to present a petition for winding-up or, as the case
may be, a bankruptcy petition, and the Seller may thereupon
enter upon any premises where the equipment is stored or
where it is reasonably thought to be stored for the purposes of
repossessing it.
f) Until such time as in accordance with the above provisions
either the Buyer shall have ceased to have the right to retain
possession of the equipment delivered under this contract or
shall have acquired the property in it the Buyer shall be entitled
to resell or use the equipment in the course of its business but
shall retain the entire proceeds of sale of the equipment to any
third party upon trust for the Seller and shall pay them into a
separate bank account opened for the purpose and the Buyer
shall ensure that in no circumstances are the proceeds mingled
with other money or paid into any overdrawn bank account but
are at all times identifiable as the Seller’s money.
g) If the Buyer should resell the equipment whilst it is still the
property of the Seller he shall so far as practicable notify that
Buyer that the goods remain the property of the original Seller
until such time as the Seller under this contract has received
payment for the goods.
h) If the Buyer has not received the proceeds of any such sale it
will, if called upon to do so by the Seller, assign to the Seller
within seven days all rights against the person or persons by
whom the proceeds are owed.
i) The Seller shall be entitled to maintain an action for the
agreed price of any equipment delivered to the Buyer under this
contract notwithstanding that title in it has not passed to the
Buyer.

INSTALMENTS
a) Where equipment is to be delivered by instalments each
instalment shall be deemed to be purchased under a separate
contract.
b) Where the order provides for delivery and payment by
instalments the Seller shall be entitled to withhold delivery of
any subsequent instalment of equipment until the Buyer shall
have paid for every previous instalment delivered by the Seller.

DAMAGE SHORTAGE OR LOSS
The Seller shall not be under any liability in respect of damage
shortage or loss of equipment in respect of which the Seller has
not been notified in writing within seven days after receipt of the
equipment by the Buyer.

GUARANTEE
a) Unless otherwise agreed in writing and subject to sub-clause
(b) of this clause equipment supplied by the Seller is guaranteed
against defective workmanship or materials for a period of 12
months after receipt of the equipment by the Buyer.
(b) The Seller’s Guarantee under this clause is subject to the
condition precident that the Buyer maintains and uses the
equipment during the guarantee period in accordance with the
Seller’s Operating Manual and in a proper manner and that the
equipment is operated by persons competent to operate such
equipment and the Seller’s guarantee shall become null and void
if the Buyer at any time during the guarantee period carries out
or permits to be carried out any repairs alterations modifications
or servicing (other than routine servicing in accordance with the
Seller’s Operating Manual) or otherwise interferes with the
equipment without the Seller’s consent.
c) The Seller shall be notified in writing of any defect and subject
to the Seller’s instructions any defective equipment or parts shall
be returned to the Seller carriage paid.
d) The Seller’s liability in respect of defective equipment shall be
limited to the repair or at the Seller’s option the replacement of
the equipment or any part thereof proved to the satisfaction of
the Seller to be defective provided that the Seller’s liability
hereunder shall not in any case exceed the cost of the equipment
accepted back by the Seller.
e) The Guarantee given in this clause does not extend to defects
in any part of the equipment not manufactured by the Seller. The
Buyer shall be entitled only to the benefits of such guarantee
warranty or condition as the Seller may have received in respect
thereof and only to the extent that the Seller can enforce the
same or the benefit thereof can be transferred to the Buyer
provided that the Buyer shall indemnify the Seller against any
expense incurred by the Seller in this connection.
f) The Seller shall in no circumstances be liable to the Buyer in
contract tort or otherwise for any consequential damage injury
loss or expense however caused whether to the Buyer or to any
other person or thing and whether arising directly or indirectly
from the defect.
g) The Guarantee given in this clause does not apply to defects
due to rust wear and tear neglect or use of the equipment for any
purpose other than that for which it is designed.
h) Save as mentioned in this clause all warranties conditions and
representations whether express or implied by statute usage
trade custom or otherwise and relating to the quality or nature of
the equipment its condition or its life or wear or suitability for
any particular purpose or use under any specific conditions are
hereby excluded notwithstanding that the Buyer may have
indicated that the goods are being bought for a particular
purpose.

INJURY OR DAMAGE ARISING FROM USE OF EQUIPMENT
a) The Buyer shall give an undertaking to the seller that he will
take all necessary steps to ensure that the equipment will be
operated in a safe manner and without risks to health and in
particular (but without limitation) that he shall and shall procure
that his employees comply with the Operating Safety
Instructions included in the Operating Manual and all statutory
safety requirements and procedures whilst operating the
equipment.
b) The Seller accepts no liability or responsibility for any injury
loss or damage arising either directly or indirectly from the use
of equipment supplied by the Seller.

ILLUSTRATIONS AND DESCRIPTIONS
a) Photographs drawings and other illustrations or descriptions
contained in any catalogue price list brochure quotation or other
document of the Seller shall not (save where the contrary is
expressly stipulated in the order) form part of any contract
between the Buyer or the Seller and no warranty is given that
equipment supplied will correspond exactly with that specified.
b) No oral statement or representation made at any time prior to
the Contract shall be a term of the Contract or deemed to be an
inducement or collateral contract pursuant to which the Buyer
entered into the Contract.
c) The Seller reserves the right at any time before or after an
order is placed to vary alter or amend any particulars
descriptions prices measurements or specifications contained in
its catalogues price lists brochures and other sales literature and
such alterations amendments and variations shall be binding
upon the Buyer.

CANCELLATION
Cancellation of an order by the Buyer cannot be accepted or
equipment returned for credit unless previously agreed to in
writing by the Seller. Where such cancellation is agreed the Seller
reserves the right to charge the Buyer with the amount of any
losses or expenses incurred or material used and a reasonable
allowance for overhead charges and profits.

TESTS AND INSPECTION
a) The Seller shall carry out tests of the equipment and if
requested by the Buyer shall give the Buyer such period of notice
not exceeding seven days as may be agreed before such tests
are carried out.
b) The Buyer shall be entitled to send representatives to attend
at such tests and such representatives shall immediately after
such tests agree the results of such tests with the Seller.
c) In the absence of representatives of the Buyer at such tests
the Buyer shall not be entitled to reject the equipment tested.
d) The Buyer shall supply any special test pieces required for
tests other than the Seller’s standard tests. Inspection fees
resulting from inspections whether or not stipulated in the
Contract will be for the Buyer’s account.
e) The Buyer shall not be entitled to reject any equipment if such
equipment varies from the given specification provided that such
variation is within the permitted tolerances allowed by the
relevant British Standards from time to time in force for such
equipment.

PATENTS, TRADE MARKS, REGISTERED DESIGNS AND
COPYRIGHT
a) Provided that all equipment sold to the Buyer and all parts
thereof shall have been used only in a manner or for a purpose
reasonably to be inferred by the Seller from the nature of the
goods or disclosed to the Seller in writing prior to the making of
the Contract if any claim or action is made or brought against the
Buyer in respect of infringement of any Patent Trade Mark or
Registered Design arising from the manufacture or sale by the
Seller of the equipment the Buyer shall forthwith give notice to
the Seller of such claim or action and the Seller shall be at liberty
at its own expense but with the Buyer’s assistance if required
and in the name of the Buyer to contest such claim or action or
conduct any negotiations for the settlement thereof. The Buyer
shall not make any admission which might be prejudicial to any
such negotiation or litigation.
b) Subject to the proviso contained in sub-clause (a) hereof the
Seller shall indemnify the Buyer in respect of any such claim or
action mentioned therein.
c) The Buyer shall indemnify the Seller against all claims and
actions made or brought against the Seller for infringement of
any Patent Trade Mark or Registered Design where equipment is
manufactured and supplied to the Buyer’s design and/or
specifications.
d) The Seller reserves the copyright for all its drawings prints
plans and other data.
e) Any invention disclosure or information made received or
acquired by the Seller in the performance of any order shall
remain its property.
f) No trade marks trade name or indicia of patent rights or
origin shall be defaced or removed from equipment supplied by
the Seller without the Seller’s previous written consent nor may
any such equipment be advertised or used at any show display
or exhibition without such consent.

SUBCONTRACTING
The Seller reserves the right to sub-contract any work it is
obliged to carry out under these conditions.

TERMINATION LIEN AND DAMAGES
a) Without prejudice to any rights of the Seller the Seller may
determine the contract if:
i) The Buyer shall fail to take delivery of the equipment when
required so to do or shall after due warning commit or
continue any serious breach of its obligations under any
contract with the Seller; or
ii) any distress execution or other legal process is levied
upon any of the Buyer’s assets; or
iii) creditors, commit any act of bankruptcy or (being a
corporation) shall enter into liquidation or have a winding up
petition presented against it or call a meeting of its creditors
or suffer the appointment of a receiver in respect of its
undertaking or assets.
b) Without prejudice to any rights of the Seller the Seller shall in
the event of determination be entitled to recover from the Buyer:
i) the contract value of any work completed or equipment
manufactured at the date of determination,
ii) the value of any such work begun or equipment begun to
be manufactured but not completed at such date,such value
to include the cost of materials, labour, overheads and a fair
profit as determined by the Seller’s auditors whose decision
shall be conclusive and binding on the Seller and the Buyer
and
iii) the cost of the goods and materials ordered by the Seller
pursuant to the Contract for which the Seller has to pay.
c) The Seller shall have in addition to any other remedy a
genera lien on all the equipment of the Buyer which may be in
the possession of the Seller (although such equipment or part of
it may have been paid for) for all moneys due to the Seller by the
Buyer under the order and may at its discretion sell such goods
and apply any moneys received on such sale or sales in
reduction of those moneys due to the Seller from the Buyer.

VARIATIONS TO CONDITIONS
Unless expressly agreed by the Seller and confirmed in writing
by a Director of the Seller no variations additions to or
modifications of these conditions shall be binding upon the
Seller.

LAW APPLICABLE
The conditions and the Contract shall be subject to and
construed in accordance with English Law