Terms & Conditions

1. Unless otherwise agreed in writing by the seller, if these Terms and Conditions conflict with any others alleged to apply to any transaction between the Seller and the Purchaser, these Terms and Conditions shall prevail and any contract arising between the Seller and the Purchaser (whether collateral to the Contract or otherwise) shall be deemed to be subject to them.
2. 1. The Seller shall not be bound by or liable for any statement, representation, condition, warranty, or term express or implied (whether by statute or otherwise) or any variation of any contract which is not contained in the Quotation or a document duly signed on the Seller's behalf.
   2. All drawings, photographs, descriptive matter, weights, dimensions, specifications, brochures, figures as to performance, catalogues, price lists, and all advertising matter are by way of identification only and their use shall not in any circumstances render any sales of description, nor form part of any contract nor constitute any representation.
   3. Subject to availability, the Seller reserves the right, without notice, to substitute design features, materials, components and units of similar or superior quality to those mentioned in all such literature, quotations and contracts.
3. 1. The Purchaser shall pay a deposit if the aggregate value of the goods and services to be supplied by the Seller under the Contract exceeds One thousand pounds (£1000).
   2. Any deposit payable shall be paid on acceptance of the Quotation and its due payment is a condition precedent to the Seller being under any liability under the Contract.
   3. Any sum remaining unpaid by the Purchaser after the day on which it is due shall carry interest at Three per cent (3%) above the base rate for lending of Barclays Bank PLC for the time being from the day on which it is due until it is actually paid and interest shall accrue from day to day both before and after judgment and the Purchaser shall pay all costs and expenses (including legal expenses) incurred by the Seller in collecting such sum.
   4. If any sum is not paid when it is due, the Seller may suspend all deliveries and performance until such default is made good or may determine any contract then subsisting so far as any further products and services remain to be delivered or performed and this remedy shall be without prejudice and in addition to any other remedies of the Seller.
   5. Where the contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constituted a separate Contract.
4. 1. Notwithstanding the earlier passing of risk, legal and beneficial ownership in goods supplied by the Seller shall remain with the Seller and shall not pass to the Purchaser until the amount due under the invoice for them has been paid in full and all amounts owed by the Purchaser to the Seller have been paid in full.
   2. Until legal and beneficial ownership passes to the Purchaser, the Purchaser shall hold goods supplied by the Seller as bailees and trustees for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
   3. The Seller shall be entitled at any time before title passes to repossess and dismantle (without being liable for any damage caused by so doing) and use or sell all or goods supplied by the Seller and so terminate (without any liability to the Purchaser) the Purchaser's right to use, sell or otherwise deal in them and for that purpose or for determining what if any goods are held by the Purchaser and inspecting them, to enter any premises of the Purchaser.
   4. Until legal and beneficial ownership passes, the entire proceeds of sale of goods supplied by the Seller shall be held in trust for the Seller and shall not be mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Seller's money and the Purchaser shall hold any claim it may have against any third party in respect of goods supplied by the Seller on trust for the Seller.
   5. The Seller shall be entitled to maintain an action for the price of any goods notwithstanding that title in them has not been passed to the Purchaser.
5. 1. Prices shown on price lists and Quotations are ex-works and exclusive of value added tax unless otherwise stated. Packing, carriage and insurance are not included in any Quotation and will be invoiced to the Purchaser at the Seller's rates prevailing at the time of despatch.
   2. Unless the Purchaser delivers to the Seller before or at the same time as accepting the Quotation, any items belonging to or to be supplied by the Purchaser for adaptation or for incorporation in machines to be supplied by the Seller and sufficient drawings, specifications and information to enable the Seller to start work at once, the Seller may amend the prices in the Contract to cover any increase in cost involved in doing the work which arises from the delay in receipt of such items, drawings, specifications and information.
   3. The Seller may increase any price in the Contract to cover any fluctuation in cost of labour raw materials and any other factor of production arising at any time from factors beyond the Seller's control.
   4. The Seller may increase any price in the Contract if any costs incurred or to be incurred by them are increased due to any alterations by the Purchaser in design, quantities and/or specifications and/or any suspension of work arising from instructions or lack of instructions from the Purchaser and/or (without prejudice to the Seller's rights under Condition 15 below) due to any item to be supplied by the Purchaser for adaption of for incorporation in the machines to be supplied by the Seller proving unsuitable for, or having to be altered prior to, such incorporation, and/or due to the Seller not obtaining access to the Purchaser's premises as and when necessary.
   5. The Seller may make any alteration it thinks necessary to any item supplied by the Purchaser for incorporation into machines to be supplied by the Seller and charge the cost of so doing to the Purchaser.
   6. Any price fixed by reference to a price list (whether that of the Seller or not) is subject to change without notice to the Purchaser whether a Contract has come into existence or not.
6. 1. All delivery dates in the Quotation are estimates, are not guaranteed and do not form a term of this Contract and therefore, whilst they are quoted in good faith, the Seller shall not be liable for any loss or damage direct, indirect or consequential whatsoever arising from late delivery of goods or services and the Purchaser shall not be entitled to treat the Contract as repudiated by reason of any such late delivery.
   2. The Purchaser must accept delivery of any goods or service to be supplied under the Contract within one (1) year of the date of the Contract unless otherwise agreed in writing.
7. 1. Unless otherwise stated, goods shall be delivered to the Purchaser at the Seller's works.
   2. Delivery may be by instalments and each instalment shall be deemed to be the subject of a separate contract.
   3. All costs of delivery at places other than Seller's works shall be borne by the Purchaser.
   4. Risk in goods passes when that are delivered to the Purchaser or to the Purchaser's servant, agent or independent carrier.
   5. The Seller can accept no responsibility for any loss or damage to goods while they are in transit unless they are carried by the Seller's carrier and the Purchaser notifies the Seller in writing (otherwise than upon the carrier's documents) of any loss or damage in transit within three (3) days of receipt of such goods.
1. The Purchaser warrants that any land and buildings and the contents thereof on or in which the Seller is to carry out any work required by the Purchaser are safe and suitable for the purposes to which the Purchaser intends to put them and for the installation of the goods to be installed there, and the Seller may procure at the Purchaser's expense the report of a suitable qualified professional person as to the suitability of any such land, building or contents.
2. In circumstances where installation of equipment requires structural changes to the Purchaser's land or buildings, it is the responsibility of the Purchaser to obtain any planning permission and/or approval for the said works under any regulation or bye-law of any local or other statutory authority before commencement of the installation.
3. The Purchaser shall insure its land and buildings and the contents thereof and any persons thereon together with all unfixed materials and goods delivered thereto by the Seller and the tools and equipment owned or hired by the Seller and left at the premises of the Purchaser against damage by fire, lighting, explosion, storm, tempest, flood, bursting or overflow of water tanks, apparatus or pipes, earthquake, aircraft and devices dropped there from, collision, riot and civil commotion and shall provide such evidence as the Seller may reasonably require of the existence of such insurance.
4. The Seller shall adequately insure any property belonging to the Purchaser which is in the Seller's possession but shall be under no liability for any loss or damage howsoever caused if the Purchaser fails to collect such property after being notified to do so by the Seller.
8. If the Purchaser suspends, cancels or reduces goods or services ordered, the Purchaser shall without prejudice and in addition to any other remedy of the Seller be liable to indemnify the Seller against losses, costs, damages and other expenses (whether direct or consequential) occasioned by such suspension, cancellation or reduction.
9. If goods are ready for delivery but delivery is delayed at the Purchaser's request, payment shall become due as if delivery had been made when the goods are ready for delivery and goods will be stored at the Purchaser's risk and expense.
10. Goods shall be deemed to have been accepted by the Purchaser if notice of rejection in writing is not received by the Seller within seven (7) days of delivery or installation of the goods, and upon such acceptance the goods shall be deemed to comply with the Seller's obligations under the Contract in all respects.
12. Subject to the provisions of this clause and to the conditions set out below and to the extent there set out, the Seller warrants goods manufactured or adapted by it from the date of delivery or completion of installation or fulfilment of part of the installation for the period of twelve (12) months for software, six (6) months for electronic products and twelve (12) months for mechanical workmanship against any defect attributable to faulty materials or workmanship, and should any such defect develop within the said period the Seller will repair or at its option replace the defective goods or the defective part free of charge.
    
    PROVIDED THAT:
    
    
    1. the goods have not been subject to abnormal use, nor for use under abnormal conditions, nor beyond their capacity as rated and recommended by the Seller; and
    2. the defect has not been caused or contributed to by reason of the faulty installation of the goods by any person other than a duly authorised representative of the Seller: and
    3. as soon as possible after the defect has become apparent, the Purchaser shall have notified that defect to the Seller, quoting the serial number of the goods, if any, and the date of purchase; and
    4. where the design of the goods of the type in question has been altered since the goods were despatched, the Seller may, at the Seller's option, supply goods of a new design; and
    5. the Purchaser, at its own expense and risk, shall adequately pack the goods and return them at carrier's "risk" rates to the Seller and meet all other incidental expenses howsoever incurred. In cases where it would not be practical for the Purchaser to return goods to the Seller, and a visit is required from the Seller's engineer, the Purchaser shall be liable to cover all the costs of travel and incidental expenses incurred for visits outside of the London area and overseas; and
    6. the decision of the Seller is final as to whether or not a defect is due to faulty workmanship or material and if in the opinion of the Seller the goods are satisfactory in operation or, if defective, then defective only as a result of accident, neglect, alteration, misuse or wear and tear, the Purchaser, if required by the Seller, shall pay a reasonable charge for the examination of the goods by the Seller and the cost of returning the goods to the Purchaser; and
    7. the seller shall not be liable, in any case, under this Term or at all in respect of any goods not of the Seller's manufacture though the Seller will do all that is reasonable at the Purchaser's expense to secure the benefit for the Purchaser of any rights which the Seller may have against the supplier of any such goods; and
    8. the Seller shall not be liable for any cost of stripping or reassembling any equipment into which any products may be fitted.
    9. the Seller hereby excludes all liability for any loss and damage (including loss of profit) which may arise from the use of any goods supplied or installed or erected by the Seller or for any consequential loss, damage or loss of profits arising out of any such use and hereby excludes all liability for any loss, damage or loss of profit which may arise by reason of any failure or any defect in any goods sold or manufactured by the Seller, or any services provided by the Seller, or any loss, damage or loss of profit whatsoever (whether or not caused or contributed to by the Seller, its servants or agents) save in so far as liability is expressly undertaken under sub-clause (1) of this Term.
    10. if a court considers that it would not be reasonable for the Seller to rely upon any provision of these Terms, but that it would be reasonable for the Seller to rely on such provision if it were in a modified form, these Terms shall take effect as if it were written in that modified form.
13. 1. In the case of special goods made to the Purchaser's design, specification or particular requirement the Purchaser shall indemnify the Seller against all damages, penalties, costs and expenses for which the Seller may become liable through any work done by the Seller in accordance with the Purchaser's specification of a particular requirement involving infringement of any patent registered design or copyright.
    2. Any illustrations, photographs and drawings attached to the Seller's quotations or deliveries remain the Seller's property and may not be copied or made accessible to third parties in any way without the prior written consent of the Seller.
14. Without prejudice to the generality of any of these Terms, the Seller shall not be liable for any matter arising from any circumstances which are not directly within the Seller's control including, but not by way of limitation, war, riot, strikes, lock-outs, shortage of raw materials, natural disaster, fire and explosion, and if the Seller is able to fulfil some but not all of the demand for its products the Seller may allocate its available supplies amongst its customers in such a manner as the Seller in its absolute discretion considers to be fair.
15. The Seller may terminate the Contract if:
    1. the Purchaser defaults in making any payment.
    2. the Purchaser commits an act of bankruptcy, becomes unable to pay the Purchaser's costs as they fall due, suffers a receiver to be appointed over all or any part of the Purchaser's assets or, being a Company, passes a resolution or has an order made against it for its winding-up or suffers any similar event in consequence of debt.
    3. any land or buildings of the Purchaser in which the Seller is to install goods are not fit for such installation of the Seller is refused access thereto.
    4. any item supplied by the Purchaser for incorporation into products to be supplied by the Seller are not fit for such incorporation or are not supplied punctually.
16. This Contract shall be governed by English Law and any disputes arising out of any Contract made between the Seller and the Purchaser shall be heard and submitted to arbitration in London in accordance with and subject to the provisions of the Arbitration Acts 1950 to 1979 or any statutory modification or re-enactment thereof for the time being in force.