General Terms & Conditions

General
1. 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.
2. 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.
3. 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.
Prices
1. 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:-
  1. 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;
  2. 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 equipment;
  3. the price stated is for stipulated quantities only and does not hold good for lesser quantitie
Payment
1. 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.
2. 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.
  1. 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
  2. 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.
3. 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.
4. Time for payment is of the essence of these terms and conditions.
Despatch and Delivery
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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 Customer:
  1. endorses any relevant delivery note with details of the storage or damage; or
  2. gives written notice to the Company and to the carrier within 3 working days of the date of delivery; or
  3. gives written notice to the Company of non-delivery within 14 days from the date of invoicing; and
  4. 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.
7. 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.
1. 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.
2. 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.
3. All equipment is offered subject to availability.
Warranty and General Liabilities.
1. 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;
  1. the Customer returns the allegedly defective equipment to the Company carriage paid; and
  2. 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.
2. 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.
3. 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.
4. 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 equipment supplied.
5. The Customer shall not rely upon any representation or description concerning or sample of any equipment supplied unless reference is made thereto overleaf.
6. 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.
Indemnities
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.
Assignment
The Customer shall not assign this Agreement or any rights hereunder in whole or in part without the prior written consent of the Company.
Default
1. 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
  1. 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;
  2. 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; or
  3. 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
  4. in the reasonable opinion of the Company the Customer is insolvent or otherwise unable to perform its obligations to the Company.
2. In the event of any such termination:-
  1. 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 entitled, and
  2. 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.
3. 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.
General
1. 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.
2. The headings used in these terms and conditions are for convenience only and shall not affect the construction thereof.
3. 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.
4. 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.
5. 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.