Terms And Conditions
Terms And Conditions
Unless otherwise stated in writing the following conditions shall apply
1. Quotations and Acceptance
(a) Quotations are valid for thirty (30) days and represent no obligation until the seller accepts the Purchasers order.
(b) In the event of inconsistency between the Sellers and the Purchasers conditions the Sellers shall prevail. No variation of the Sellers conditions shall be binding upon the Sellers unless and until the variation has been accepted in writing by a duly authorised person on behalf of the seller.
2. Price and Delivery
(a) Prices do not include VAT.
(b) Unless otherwise agreed, delivery will be ex-works and goods will be packed to the Sellers normal specification in non-returnable packing and carriage will be arranged at the request and at the expense of the Purchaser. Where applicable COD charges will be added to the price of the goods.
(c) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Purchaser’s order. Provided the Seller takes all reasonable steps to deliver the goods at the time stated the seller shall be under no liability for failure to do so.
(d) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately.
(e) Purchaser’s outside the UK are responsible at their own expense for obtaining any import licence required in the country for which the goods are destined. The Seller is responsible for seeking any licence from the UK that may be necessary unless the Purchaser’s office from which the order is issued is situated in the UK.
3. Title and Risk
(a) Ownership will pass to the Purchaser only on receipt by the Seller of the full invoice price of the goods.
(b) Risk in the goods shall pass in accordance with the delivery and carriage terms stated in the Seller’s acknowledgement of order or in the absence of such statement then on leaving the Sellers premises.
(a) In case of deliveries within the UK payment shall be due 30 days NET unless agreed by a Director of the company from date of invoice, except where Seller stipulates C.W.O. or COD terms. Any discounts specified by the Seller shall apply only where payment is so received. Payment shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to charge interest at 5% per month above Barclays Bank base rate on any sum outstanding after the due dates.
(b) In the case of exports from the UK unless otherwise agreed all payments shall be made in the UK through an irrevocable Letter of Credit confirmed by a London Clearing Bank to be established in favour of the Seller and have an initial validity equal to the delivery period plus one month. The Letter of Credit shall permit part shipments and provide for release of 100% of the contract value of each shipment. No liability to deliver goods shall arise before the Seller is in receipt of a satisfactory letter of credit as aforementioned.
(c) The Seller reserves the right to suspend deliveries where payment for any order related or otherwise has not been made on due date and remains outstanding.
5. Description and Date
(a) Goods will be supplied substantially as described but where the seller is the manufacturer the right is reserved to make design changes which, however, will not lower the performance of the goods, affect their mechanical interchangeability or increase the price. Where the Seller is not the manufacturer goods will be those supplied to the manufacturer’s current specification and finish
(b) The Seller shall make every effort to ensure the accuracy of technical data or literature relating to goods but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise or any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.
(a) The Seller guarantees at its discretion to repair or replace free of charge any of the goods found to its satisfaction to be defective within 12 months of the date of delivery owing to faulty design, materials or workmanship provided that the goods have not been modified or repaired other than by the Seller and have been operated, stored and maintained within the Sellers recommendations for use.
(b) Goods returned under this guarantee shall be delivered to the Sellers premises at the Purchaser’s expense and if found not to be defective (or when the defect is attributable to the Purchaser’s design or materials) will be returned to the Purchaser’s at its expense and subject to a testing charge of 15% of the invoice price together with VAT thereon if applicable.
(c) The Seller’s obligation herein to repair or replace the goods is the sole liability of the Seller as regards the quality fitness or description of the goods and their correspondence with sample. All other representations warranties conditions terms and statements as regards the same express or implied, statutory or otherwise are excluded save where not capable of exclusion at law. The seller is under no further liability in contract tort or otherwise for any loss damage or injury arising directly or indirectly from or in relation to the quality fitness or description of the goods and their correspondence with sample.
(d) The Purchaser shall inspect the goods and notify the Seller of any defects or other non-conformance within 30 days from the data of delivery.
(e) The goods shall not be considered defective for the purposes of these Conditions unless
(i) they are not in accordance with the Purchaser’s specification where this is agreed specification
(ii) if the Purchaser has no such specification or to the extent that the Purchaser’s specification is silent as to any aspect of the design, function, performance, tolerance, quality or characteristics of the goods the goods do not conform to the Seller’s published information or if no such information has been published the goods do not conform to the standards which the Seller considers normal or usual for products of this kind. The Seller is not in a position to ensure that the Purchaser’s specification is correct and/or sufficient for the purposes intended by the Purchaser and the Purchaser must satisfy itself on this point. In the case of goods repaired or replaced by the Seller the guarantee shall terminate at the end of the original guarantee period.
7. Non-Robert Pringle Engineers Manufactured Goods
(a) Non-Robert Pringle Engineers manufactured goods and all software are supplied on the strict understanding that the Seller’s liability in contract, tort or otherwise shall in no circumstances extend beyond the liability to the Seller of the manufacturer or supplier of such goods. In particular, but without limiting the foregoing, the benefits of supplier/manufacturer guarantee or warranty attaching to goods or software shall be passed on to the Purchaser and the Seller’s own terms of guarantee shall be deemed not to apply.
(b) By agreeing to purchase goods the Purchaser agrees to comply with the terms of any licence granted to the Seller in respect thereof and agrees to indemnify the Seller and keep it indemnified against any claim made by the relevant licensor against the seller as a result of any act or mission on the part of the Purchaser.
8. Force Majeure
The seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract due to any cause outside the reasonable control of the Seller including but not limited to act of God, fire, floods, war and civil disturbance or riots, act of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier carrier or subcontractor to deliver on time.
9. Price Variation
The Seller reserves the right to increase the price of the goods agreed to be sold in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including but not by way of limitation those relating to exchange rates, labour, materials, transport and taxes) or where the increase is due to any act or default of the Purchaser, including the cancellation by the Purchaser of part of any order.
10. Patent Rights
(a) The sale of the goods and the publication of any information or technical data relating thereto does not imply freedom from patent registered design or other industrial property rights in respect of any particular application of the goods.
(b) The purchaser warrants that the designs and specifications supplied by it to the Seller will not involve the infringement of any patent, registered design or other industrial property right in the
manufacture and sale of the goods by the Seller.
(c) The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, registered design or industrial property right in the manufacture, sale or application of the goods arising out of or in connection with the matters described in paragraph (a) and/or (b) above.
11. Limitations of Liability
The Seller shall not be liable in contract, tort or otherwise for any loss or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Seller other than to supply goods conforming to the original agreed specification or at the Sellers option to refund to the Purchaser any monies paid in respect of the goods.
12. Cancellation and Returned Goods
If the Seller agrees to accept cancellation or part cancellation of an order for cataloged items a charge of 20% of the total order price will be made.
Except under the guarantee in Clause 6 no returns are permitted without the Sellers previous consent If the Seller agrees to accept returns other than under the guarantee contained in Clause 6 they must be returned at the Purchaser’s expense in the original condition and if tested by the Seller will be subject to a minimum charge of 15% of the invoice price together with VAT thereon if applicable.
If the Purchaser commits any breach of terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Purchaser’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to terminate the contract summarily by notice in writing.
Any question relating to quotation or contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England.
13. Purchase Orders