All business undertaken by the Company is transacted subject to these conditions each of which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its customers. No agent servant or employee of the Company has the Company's authority to alter or vary these conditions.
Customers entering into transactions with the Company expressly warrant that they are authorised to accept and are accepting these conditions not only for themselves but also as agents for and on behalf of all other persons who are or may become interested in the Company's goods or products whether in whole or part.
All quotations are subject to withdrawal or alteration in whole or part by the Company at any time until the customers acceptance of or orders given upon them have been subsequently confirmed by the Company in writing and, if the Company requires references or guarantees, until the Company has notified the customer in writing that the result of the enquiries is satisfactory or that the Guarantor has been accepted by the Company.
Any orders instructions and requests placed with or given to the Company may be in the absolute discretion of the Company be complied with by the Company itself by its own servants or agents performing part of all of the relevant services or manufacturing processes or by the Company employing or instructing or entrusting the services manufacturing processes goods or products to others for whatever purpose on such conditions as such others may stipulate to perform part or all of such functions including the carriage shipping or transportation of part or all of the goods or products whether complete or not and the customer agrees for himself his servants agents or nominees that any such conditions shall be binding upon him as if the customer had given direct instructions to or placed the order with any person as the Company may employ in transactions undertaken by the Company on behalf of its customer.
All contracts arising out of orders accepted by the Company will be subject to availability of materials and to the Company being able to obtain any necessary authorization or licences and the same remaining valid.
All prices quoted by the Company may be varied by it at any time to correspond with any variation in the prices or costs of materials labour fuel transport and other overhead expenses which may occur at any time before delivery of the order to the customer is completed.
7.1. Deliveries under contract may be suspended by the Company wholly or in part without liability during and for a reasonable time after lockouts combinations of work people bombardments aircraft damage military or civil disturbance riot fire flood breakdown accident or other cause whatsoever imposing upon the Company total or partial stoppage of the Company's works or the supply to the Company of materials or labour or involving partial or total restriction or suspension of the facilities for transport power light or other essential services usually available.
7.2. All estimates given by the Company relating to the time or period for delivery installation or otherwise are subject to any delays arising from any cause referred to in sub paragraph (a) above such estimates are also subject to site or foundation or other ancillary work not included in the Company's quotation being ready at the time represented to the Company and are to be calculated from the time of actual readiness until otherwise agreed by the Company in writing. Such estimates are based on current conditions as to labour and materials and any change in those conditions causing delay shall not give rise to any claim against the Company.
7.3.1. Where goods are sold carriage paid the extent of packing and protection will be at the Company's discretion unless the customer stipulates special packing in which case such packing will be charged extra. Goods will be dispatched by any means of transport at the Company's discretion and if by rail to the nearest Railway Station or siding. No responsibility will be accepted by the Company for loss or damage in transit and no claim can be made against the carriers unless the carriers conditions and rules are complied with the delivery ticket is marked "not examined" or "damaged" or "deficient" as the case may be and the Company and the carriers are notified within 3 days of receipt of the goods followed by a complete claim in writing within five days or in the case of non delivery unless the Company and the carriers are notified in writing within 14 days of the date of dispatch.
7.3.2. Charges - packing materials will be charged as an extra to contract price but credited in full when returned carriage paid and in good condition.
The customer shall supply details of specifications in reasonable time to enable the Company to complete manufacture and delivery within the specified period.
9.1. Any descriptions illustrations weights dimensions or particulars of performance capacity or output submitted by the Company are approximate only and intended only as a general guide. They must not be taken as binding in detail and the Company will not be liable for any error or omission.
9.2. The Company reserves the right to vary the detail in any description illustration or catalogue or in any quotation provided by it without notice and further gives no warranties implied or otherwise that any goods or products are available for immediate transmission or delivery to a customer.
9.3. Any drawing photographic material of any description catalogue literature leaflets blueprints quotations and all or any documents produced for the purpose of any works of any description to be performed by the Company shall remain the exclusive property of the Company and will be returned on demand and shall not be copied or otherwise reproduced without first obtaining the consent of the Company.
All goods of the Company's own manufacture are sold under and subject to the guarantees set down below and goods of other manufacturers (including proprietary articles or equipment supplied with or incorporated in goods of the Company's manufacture) are sold subject to the manufacturers guarantee (if any) insofar as the Company is able to pass on the benefit to the customer. Such guarantees are given in lieu of and to the exclusion of all other conditions warranties and guarantees and save as aforesaid the Company gives no conditions warranties or guarantees in respect of any goods supplied by it and accepts no responsibility for any injury loss or damage howsoever caused by reason of any defect in such goods and all expressed or implied conditions or warranties statutory or otherwise to quality or fitness for any purpose or correspondence with description or sample or otherwise are expressly excluded.
11.1. All goods of the Company's own manufacture are guaranteed for 12 calendar months from the date of delivery to the original customer to the extent that subject to the conditions set out below the Company will repair or replace free of charge any part or parts which within that period are returned by the original customer carriage paid to the Company's nearest service depot and are found by the Company to be defective by reason of bad materials or workmanship.
11.2. The guarantee does not apply to proprietary parts not of the Company's own manufacture.
11.3. The guarantee will be rendered invalid if the goods are mis-used or if any alterations or additions are made or repairs are done to the goods except by the Company or its authorized representative.
11.4. If service under the guarantee is required when the goods are installed the Company reserves the right to charge for labour and expenses involved.
11.5. This guarantee is given in lieu of and to the exclusion of all other express or implied conditions or warranties.
11.6. The benefit of the guarantee shall not be assignable by the original customer with the Company's consent.
11.7. The Company's liability shall be limited as herein provided and in no event shall such liability include damages for consequential losses of any nature whatsoever.
12.1. Unless otherwise stipulated by the Company all accounts are strictly net and must be paid in full in cash or by approved cheque or other method on the due date.
12.2. The Company shall be entitled:
12.3. to charge interest at the rate of 2% above royal bank Scotland minimum lending rate for the time being should any account be overdue for a period of more than 30 days such account to include any amount disbursed by the Company on behalf of the customer
12.3.1. To recover from the customer all legal and other costs and expenses incurred by the Company in respect of any action taken to recover monies due on such overdue accounts.
The legal ownership in any goods or products delivered by the Company to the customer or his servant, agent or nominee shall remain in the Company (save as regards risk thereto) until all invoices statements or accounts of the Company rendered by the Company to the customer or his servant, agent or nominee have been discharged in full and in the event of default or delay in payment howsoever arising the Company shall be entitled to demand the return of the goods which shall be forthwith delivered to the Company. The customer undertakes to insure the goods or products for the full marketable value and further undertakes to ensure that the goods are not disposed of seized or taken into the custody of any third party pending payment of such invoices statements and accounts. Should the customer re-sell the goods or products in the ordinary course of business prior to the passing of ownership he shall do so as agent of the Company and the proceeds of the re-sale shall belong to the Company to whom the customer will account. The customer further undertakes to indemnify the Company in respect of all costs expenses damages and claims of any description material to the recovery of the goods or products from the customer or any third party. Any goods or products delivered by the Company to the customer shall be kept separate and readily identifiable from goods of any other supplier pending full payment of all invoices statements or accounts but if such goods or products are reprocessed by the customer into any other form then the Company shall have a part share in any such goods up to the value of such unpaid invoices statements and accounts until the same shall have been paid. Until the customer shall have paid all monies due to the Company on any account in respect of any Order the Company shall be entitled to withhold delivery of any further goods to the customer.
All goods and products whether manufactured by the Company or not and documents relating to such goods or products shall be subject to a particular and general lien and right of detention for monies due either in respect of such goods or products or for any particular or general balance or other monies due from the customer to the Company. If any monies due to the Company are not paid within 1 calendar month after notice has been given to the customer that such goods are being retained they may be sold by auction or otherwise at the sole discretion of the Company and at the expense of the customer and the proceeds applied in or towards satisfaction of such indebtedness.
A claim or counterclaim by the customer against the Company in respect of one particular transaction shall not be made the reason for deferring payment or withholding payment of monies payable or liabilities incurred to the Company in respect of any other transaction.
16.1. Destruction or Damage - If the goods are destroyed or damaged at any time before dispatch the Company will be at liberty to terminate the Contract without incurring any liability for any loss or damage resulting from such cancellation.
16.2. In the event of either
16.2.1. The Company being delayed in or prevented from making delivery due to act of God force majeure war civil disturbance requisitioning statutory restrictions import or export regulations strike lock-out trade dispute difficulty in obtaining labour materials breakdown of machinery fire accident or any other cause whatsoever beyond the Company's control or
16.2.2. Non delivery by the Company's suppliers or damage to or destruction of the whole or part of the goods the Company shall be at liberty to cancel or suspend the contract without incurring any liability for any resultant loss or damage.
16.2.3. Default of customer - If the customer shall default in any of his obligations to the Company or commits any breach of the terms of any contract entered into by the Company with the customer or any agent or nominee of the Company then the Company shall have the right to terminate without notice any agreements arrangements orders or obligations of any description and invoice the customer for any work performed and expense incurred including any loss of profit forthwith and the customer shall pay any such invoice so rendered in accordance with the applicable clauses hereof
16.2.4. Bankruptcy and liquidation of customer - The Company shall also have the right to determine any agreement or order or other obligation whether contractual or not if the customer shall make or offer to make any arrangement or composition with creditors commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented and made against the customer and if the customer is a limited company as defined by statute then if any resolution or petition to wind up (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if the Receiver of the customers undertaking property or assets or any part thereof shall be appointed the Company shall have the right of determination on the terms hereinbefore expressed.
17.1. The Company reserves the right to make an additional charge for any extras ordered and not specified in the quotation and also for the expense of all inspection tests alterations or additions for any other work undertaken at the customer's request.
17.3. Equipment supplied in kit knock down or component form is priced as such and assembly or re-assembly on site is an extra to the contract price unless otherwise expressly specified in the quotation.
The foregoing terms and conditions supersede and exclude all general or special terms or conditions imposed or sought to be imposed by the customer at any time in relation to the contract.
Goods cannot be taken back without the Company's previous consent and should in all cases be accompanied or preceded by advice notes. To assist in avoiding loss or delay in transit goods should not be returned in cases consigned as "empty".
The Company may from time to time enter into arrangements with factors for the factoring of debts owing to it. Where such an arrangement has been entered into all monies owing for goods sold by the Company may only be discharged by payment to the factor and the customer shall not as against such factor be entitled to exercise any rights of set-off or cross claims which the customer may have against the Company and the customer shall pay the full amount of all monies owing in respect of goods sold without any deduction whatsoever to the factors. The name and address of any factors to whom payment should be made will be stated on the invoice sent in respect of the goods and any objections to any invoice which appears to have been factored must be notified to the factors within the time specified on the invoice as well as to the Company and any invoice not objected to within the time specified shall be deemed to be correct as between the customer and the factor.
Any contract between the Company and the customer shall in all respects be construed and operate as a Scottis