These conditions shall override all other terms and conditions ("Terms) and in the event of the Purchaser submitting any Terms these Terms shall be deemed to be the Terms last submitted and shall prevail.
Payment shall be made within 30 days of the date of the invoice.
Illustrations, drawings and descriptions accompanying a quotation or tender or contained in our catalogues or advertisements are approximate representations only and are not binding in detail. Weights, measures, powers, capacities and other particulars are stated in good faith as approximately correct but deviations therefrom shall not be made the basis of any claim against us unless specifically agreed to the contrary in writing. Errors and omissions are subject to correction. In no case can we accept responsibility for any machinery, plant or fittings which are not the subject of the contract and which may he set up to work in conjunction with the goods to be supplied by us.
The Purchaser shall be responsible for the capacity and performance of the goods being sufficient and suitable for his purposes. Any performance figures stated by us are based upon our experience and are such as can be anticipated under normal conditions of working and maintenance using skilled and trained operators.
The Purchaser shall be entitled at his cost to witness inspection and testing carried out by us at our works, which inspection and testing shall be in accordance with our normal shop practices.
6 DELIVERY AND TRANSFER OF PROPERTY AND RISK
(i) Delivery shall be deemed to have taken place when the goods have been conveyed to the place for delivery named in this Contract, ready for unloading by the Purchaser or his nominee.
(ii) The goods will become the property of the Purchaser upon payment of the full contract price. Risk in the goods shall pass to the Purchaser upon delivery in accordance with the contract. Where the goods are affixed to any property prior to payment m full we shall have the right to enter and remove the goods without any liability for any loss or damage that may result from this action.
7 LOSS OR DAMAGE IN TRANSIT
When prices quoted include costs of transit or are quoted transit extra and such transit having been arranged by us. the goods are damaged in transit or having been placed in transit is not delivered to the Purchaser:-
- The Purchaser in the case of damage to the goods shall give notice that the same has been delivered damaged and in the case of non-delivery shall (if he has been advised of the despatch) give notice within ten days after receipt of the advice of despatch that the goods have not been delivered. Each such notice shall he given in writing to us and also if the Purchaser has knowledge that the goods were entrusted for delivery to a carrier, to that carrier: and
- Our liability shall be limited to the replacement or repair within reasonable time of the part of the goods damaged or not delivered provided always that we shall be under no liability whatsoever for any damage or non-delivery if the transit was not arranged by us or if by reason of the failure of the Purchaser to give notice of damage or non-delivery as in this condition provided we shall not be prevented from recovering compensation for such loss or damage from any third party.
8 TIME OF COMPLETION
(i) Whilst we will endeavour to complete performance of the contract by the date provided therefore time shall not be the essence of the contract.
(ii) Where fulfilment in any respect of the contract is hindered by any cause not entirely within our control (including but not limited to industrial action. strikes, lockouts, fire or accident, delay in delivery of. or defects in materials and damage to goods in transit), a reasonable extension of time shall be granted having regard to all the circumstances and the contract shall not be cancelled.
(iii) We shall in no case be under any liability to meet any claim for direct or indirect loss or damages arising from our failure to complete performance by the date provided therefore whether or not such failure is due to any cause within our control.
(I) If on the instructions of the Purchaser or by any delay or failure of the Purchaser in giving any instructions or information or if for any reason outside our control the goods are delayed or delivery is delayed, prevented or hindered, then if the circumstances causing the delay or prevention of performance the contract continue for more than 30 days we shall be entitled to suspend work on the contract until circumstances delaying or preventing performance cease to obtain and thereafter an appropriate extension to the time for completion of the contract shall be granted.
(ii) In the event of suspension of work as aforesaid by reason of instructions of the Purchaser or by any delay or failure of the Purchaser in giving any instructions or information then the Purchaser shall pay to us all expenses incurred by us arising out of the suspension of work in addition to the contract price.
(i) Where goods are sold without installation by us. the goods shall be deemed to have been accepted by the Purchaser upon delivery in accordance with the Contract.
(ii) Acceptance shall not be delayed by reason of minor additions, omissions or defects which do not materially affect the commercial use of the goods.
We guarantee to make good at our expense by repair or replacement at our option any part of the new machinery other than consumable items or wearing parts which under proper installation, use and maintenance shall fail owing to defective workmanship, materials or design (other than a design made, furnished or specified by the Purchaser and not expressly approved by us within 12 months of the delivery of goods. Auxiliaries and components manufactured by others are supplied only to their Supplier's guarantee to us.
The delivery to the Purchaser of a defective part properly repaired or a part in replacement thereof shall constitute fulfilment by us of our obligations under this guarantee and in substitution for any warranty condition or liability implied by law in respect of the quality, design or fitness for any particular purpose of the goods. On request a defective part shall be returned to us. Any defective part replaced by us shall become our property.
We retain the copyright in any drawing or specification document supplied by us to the Purchaser and reserve all right of manufacture deriving therefrom. The Purchaser shall return such drawings and documents to us on demand together with any copies made thereof.
Drawing and specification documents supplied by us shall not be disclosed by the Purchaser to third parties without our written consent, except to the extent which may be agreed as necessary for the installation and maintenance of the goods.
if the Purchaser shall become bankrupt or insolvent, or compounds with his creditors or being a limited company commences to be wound up or suffers a receiver to be appointed or fails to make any payment under this contract within 30 days of the due dates for such payment, we. shall be at liberty to (a) by notice in writing cancel this contract without prejudice to any right or remedy which shall have occurred or shall accrue thereafter by us. and/or
(b) enter any property where the goods are installed or stored and remove the same without any liability for any damage that may be caused whilst exercising this right.
The Purchaser shall in any event pay to us all monies due under this contract and remaining unpaid after the expiration of a period of 14 days from the due date of payment therefore interest at a rate of 4% above the Bank of England rate from time to time ruling from the due date of payment until payment is made by the Purchaser.
Neither party shall be entitled to make any claim against the other which is not expressly defined and provided for in these conditions, including but not limited to loss of profits, loss of contracts, loss of the use of capital.
This contract shall in all respects be governed and constructed in conformity with English Law.