General Terms & Conditions
- All quotations are given and all orders are accepted on these
terms, which supersede any other terms and conditions stipulated,
incorporated, referred to or contained in any order or any other
document of/or communication from the Purchaser in the course of
negotiations or any other terms, conditions or representations referred
to in any course of dealings between the Company and the Customer.
All orders hereafter made by the Customer shall be deemed to be
made subject to these terms and conditions.
- No modifications of these terms shall be effective unless made
by an express written agreement between the Company (acting through
a Director) and the Customer. The signing by the Company of any
of the Customer’s documentation shall not imply or effect
any such modification. The execution of Customer’s order by
despatch of the goods shall be deemed to be acceptance by the Company
of the order subject to these terms.
- The Customer shall not be entitled to cancel any contract without
the consent of the Company, which if given shall be deemed to be
given on the express condition that the Customer shall indemnify
the Company against all loss, damage, costs, claims or actions arising
out of such cancellation.
- In the case of all orders for the supply of the equipment or parts
described overleaf (“the equipment”), unless otherwise
expressly stated in writing by the Company orders are accepted on
the basis that:-
- the price stated is the net price of the equipment (after
deduction of any discounts), the delivery, in accordance with
the provisions overleaf, and is exclusive of transport, value
added tax, customs duties and import levies or similar levies;
- the Company is entitled without prior notice to adjust the
price stated to take account (without limitation) of any matter
which directly effects the cost to the Company of supplying
- the price stated is for stipulated quantities only and does
not hold good for lesser quantitie
- For the purpose of these terms, “prices” shall include
hire fees. Unless otherwise expressly stated, prices are due and
payable on the date specified overleaf.
- If the Customer shall fail to make payment in full by the earlier
of 30 days of the date of the relevant invoice or on the date(s)
specified overleaf then (without prejudice to any other rights of
the Company) the Customer shall, without any need for the Company
to give notice, become liable to pay the Company interest on the
amount for the time being unpaid at the rate of 2% per calendar
month which shall accrue from day to day and be calculated from
the date of delivery of the equipment until the date of actual payment
as well after as before any judgement and:- the full price under
any other contract between the Company and the Customer shall immediately
fall due and be owing.
- the Company shall be entitled to suspend all or any other
deliveries to be made under that or any other contract with
the Customer. In such event the Customer shall not in any respect
be released from its obligations to the Company under that or
any such other contract; or
- instead of suspension in accordance with paragraph (i) above
the Company shall be entitled to terminate the relevant contract
or any other contract with the Customer in accordance with condition10
below and to claim damages from the Customer.
- Where carriage, packing, warehousing or other charges (including
value added tax) are stated separately from the price, they will
nevertheless be payable by the Customer and at the same time as
if they formed part of the price and shall be treated as such.
- Time for payment is of the essence of these terms and conditions.
- Despatch and Delivery
- Whilst the Company uses all reasonable endeavours to keep any
stated despatch or delivery date it accepts no liability whatsoever
for any loss or damage resulting in delay howsoever the same shall
have been caused.
- Delivery shall (unless otherwise stated overleaf) be effected
on loading onto the carrier’s transport at the Company’s
premises or making the goods available to the Customer.
- Notwithstanding that the stated price may include the cost of
carriage from the Company’s premises, the risk in the equipment
sold shall pass to the Customer on delivery.
- The Customer shall keep the equipment fully insured against all
risks normally insured against the case of sale contracts, at least
throughout the period between the risk therein passing to the Customer
and the property therein ceasing to remain with the Company and,
in the case of hire contracts, throughout the HP.
- In cases where the Company concludes the contract of carriage
and/or arranges for the insurance of the equipment for transit the
Company shall deem to be acting solely as agent of the Customer
and sub-sections (2)(3) of section 32 of the Sale Of Goods Act 1979
(as amended) shall not be applicable.
- Upon delivery of the equipment, in each case the Customer shall
examine the equipment and sign any relevant delivery note. If the
equipment is not delivered or upon delivery is found to be damaged
or short, the Company shall not in any event be liable unless the
- endorses any relevant delivery note with details of the storage
or damage; or
- gives written notice to the Company and to the carrier within
3 working days of the date of delivery; or
- gives written notice to the Company of non-delivery within
14 days from the date of invoicing; and
- in the case of short or damaged delivery the Customer gives
the Company or its representative(s) a reasonable opportunity
to inspect the equipment concerned in the state and condition
and location in which it was delivered.
- When the equipment is delivered or shipped in lots or by instalments
the Contract shall be construed as a separate Contract in respect
of each lot or instalment subject to these conditions and subject
to any special conditions incorporated in the contract in writing.
- Specifications, Descriptions and Catalogues.
- All specifications, descriptions and catalogues of equipment are
approximate only being intended to serve merely as a guide and accordingly
the Company shall not be liable for their accuracy.
- All catalogues prepared by the Company and the copyright theirin
shall remain the property of the Company and shall be returned to
it by the Customer on demand. All such catalogues shall be treated
as confidential and shall not be copied or reproduced or disclosed
to any third party without the prior written consent of the Company.
- All equipment is offered subject to availability.
- Warranty and General Liabilities.
- The Company warrants that equipment supplied are free from substantial
defects in materials and workmanship and are in working order PROVIDED
ALWAYS that: the Customer notifies the Company in writing of the
alleged defects as soon as it becomes aware of them and in any event
within 2 weeks from the date of delivery;
- the Customer returns the allegedly defective equipment to
the Company carriage paid; and
- the Company’s liability under this warranty is limited
to the repair of the defect or, at the discretion of the Company
the provision of replacement equipment or the refund of the
price paid for the defective equipment.
- The Company does not exclude or restrict its liability for death
or personal injury to the extent that it results from the negligence
of the Company or its employees or agents.
- Save as provided in sub clauses (a) and (b) the Company hereby
excludes all other liabilities (including liability for its negligence)
and all other warranties and conditions, whether express or implied
and whether arising by common law statute or otherwise, other than
those relating to title to the equipment. In particular, but without
limitation of the foregoing, (not withstanding any advice which
may have been given by an employee of the Company or any description
applied to the equipment) the Company shall not be liable for the
failure of any of the equipment supplied to be fit for any particular
purpose for which it is required or to comply with any laws, rules
or regulations as regards to its use or subsequent re-sale and the
Customer acknowledges that it is the Customer’s sole responsibility
to ensure that the equipment is adequate for its intended use.
- Without limiting the foregoing, the Company shall not be liable
for any loss, injury or damage of any nature whatsoever whether
direct or consequential arising out of or in connection with any
- The Customer shall not rely upon any representation or description
concerning or sample of any equipment supplied unless reference
is made thereto overleaf.
- Without in any way limiting the effect of the foregoing, the
Customer acknowledges that the provisions of this clause are reasonable
having regard to the fact that the Customer has either inspected
the equipment prior to the conclusion of the contract, or has decided
at his own risk not to inspect the equipment; and furthermore the
Customer accepts that it should produce insurance cover for such
risks as the Customer considers are of importance to it.
The Customer shall be solely responsible for and shall keep the Company
indemnified against any loss, liability or expense arising directly
or indirectly from the use or re-sale of the equipment.
- Force majeur
The Company shall not be liable for any loss or damage if the performance
of its obligations under the contract is in any way adversely affected
by any war, strike, lock-out, sit-in, trade dispute, flood, accident
to plant or machinery, shortage of any material or labour or any other
cause whatsoever beyond the Company’s control.
The Customer shall not assign this Agreement or any rights hereunder
in whole or in part without the prior written consent of the Company.
- The Company may, by notice of writing to the Customer, terminate
any contract forthwith if:- the Customer shall commit any breach
of any of the terms (including without limitation terms concerning
the time for payment of the price) of that or any other contract
with the Company and on its part to be observed or performed PROVIDED
if such breach is remediable that the Company has previously given
to the Customer notice thereof and the same has not been remedied
within seven days thereafter; or
- the Customer compounds with or negotiates for any composition
with its creditors generally or permits any judgement against
it to remain unsatisfied for seven days;
- being an individual if the Customer dies, or has a bankruptcy
petition presented against him, or presents a petition for his
own bankruptcy, or calls a meeting of his creditors, or has
an interim order made against him under the insolvency act 1986;
- being a Company the Customer shall call any meeting of its
creditors or have a receiver of all or any of its assets appointed
or enter into any liquidation; or
- in the reasonable opinion of the Company the Customer is
insolvent or otherwise unable to perform its obligations to
- In the event of any such termination:-
- i) the company shall be entitled to repossess any equipment
which is in the possession or control of the Customer and the
property in which remains with the Company and for such purpose
to enter into and upon the premises of the Customer or any premises
where the Company has reason to believe the equipment is located
and the Customer shall cease to be entitled to sell any equipment
supplied by the Company, where the Customer was previously so
- the Company shall be entitled by notice in writing to the
Customer to declare (and there shall forthwith become) immediately
due and payable any amounts outstanding from the Customer to
the Company under that or any other contract and all such amounts
shall bear (without prejudice to condition 3 hereof) interest
at the rate of 2% per calendar month calculated from the date
of the notice until actual payment.
- The provisions of (a) and (b) above and the exercise by the Company
of its rights thereunder are without prejudice to any other rights
of the Company.
- Notices to be served hereunder shall be served on the relevant
party at its address shown on the order form, invoice, or other
relevant documents or such other address as maybe notified in accordance
with this clause or (in the case of a Company) its registered office
for the time being or (in the case of a Customer not being a Company)
its principal place of business for the time being, by pre-paid
first class post (if in the United Kingdom) or pre-paid airmail
(if outside the United Kingdom), and such notices shall be deemed
to have been duly served 2 days (7 days in the case of airmail post)
after the same has been put in the post properly addressed.
- The headings used in these terms and conditions are for convenience
only and shall not affect the construction thereof.
- If for any reason any part of these conditions is rendered or
held to be void or unenforceable, the such part shall be severable
from the remaining part of these conditions which shall continue
to have full force and effect.
- No forbearance or indulgence on the part of the Company in enforcing
any of these conditions shall produce its strict rights hereunder
or be construed as a waiver thereof.
- All contracts shall be construed in accordance with English Law
and the Company and the Customer hereby submits to the jurisdiction
of the English Courts.