Redfern Converting Machinery

Terms & Conditions - Purchase of Goods & Supply of Goods

REDFERN CONVERTING MACHINERY
A) - TERMS and CONDITIONS FOR THE PURCHASE OF GOODS - AND - B) - TERMS and CONDITIONS FOR THE SUPPLY OF GOODS are given below.
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A).Terms and Conditions for the Purchase of Goods- RedfernConverting Machinery Limited


1 Interpretation

In these Terms:

1.1 "Redfern" means Redfern Converting Machinery Limited, the purchaser of the Goods, whose details are as stated in the Order;

1.2 "Contract" means the contract for the sale and purchase of the Goods, incorporating these Terms;

1.3 "Delivery Address" means the address stated on the Order;

1.4 "Goods" means any goods and/or services (including any part or parts of them) described in the Order;

1.5 "Order" means Redfern’s purchase order to which these Terms are attached;

1.6 "Price" means the price of the Goods;

1.7 "Seller" means the person, firm or company so described in the Order;

1.8 "Specification" includes any plans, drawings, data or other information relating to the Goods;

1.9 "Terms" means the standard terms of purchase set out in this document;

1.10 "Writing" includes telex, cable, facsimile transmission, email, posted and handwritten communications and comparable durable means of communication.

 1.11 A reference to a clause is to a clause of these Terms.

 1.12 Any reference to a "party" means a party to the Contract and "parties" shall be construed accordingly.

 1.13 Words in the singular include the plural and in the plural include the singular.

1.14 Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.15 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 Basis of purchase

2.1 The Order constitutes an offer by Redfern to purchase the Goods subject to these Terms.

2.2 These Terms shall apply to the Contract to the exclusion of any other terms on which any quotation has been given to Redfern or subject to which the Order is accepted or purported to be accepted by the Seller.

2.3 The Order will lapse unless unconditionally accepted by the Seller in Writing within 14 days of its date.

2.4 No variation to the Order or these Terms shall be binding unless agreed in Writing between the authorised representatives of Redfern and the Seller.

2.5 A contract for the purchase of the Goods will be established on these Terms when:

2.5.1 the Seller accepts the Order pursuant to the provisions of clause 2.3; or

2.5.2 (if earlier) by the Seller delivering the Goods to Redfern (or commencing performance of any services for Redfern).

3 Specification
3.1 The quantity, quality and description of the Goods shall, subject as provided in these Terms, be as specified in the Order and/ or in any applicable Specification supplied by Redfern to the Seller or agreed in Writing by Redfern.

3.2 Any Specification supplied by Redfern to the Seller, or specifically produced by the Seller for Redfern, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of Redfern, and the Seller assigns with full title guarantee to Redfern all such copyright, design rights and other intellectual property for no further consideration, subject only to the payment of the Price. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller.

3.3 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.

3.4 The Seller shall deploy the highest standard of care in doing all acts and in taking such action (at its sole cost and expense) as Redfern may prescribe in order to make the Goods ready for sale. If Redfern is to do anything to prepare the Goods for sale, this shall not relieve the Seller of any obligation under this clause 3.4 and the Seller shall ensure that Redfern is afforded such access under such conditions as the Seller would accord to itself when preparing the Goods for sale. The Seller shall furthermore fully indemnify and hold Redfern harmless against any breach of any obligation of the Seller under this clause 3.4.

3.5 The Seller shall not unreasonably refuse any request by Redfern to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide Redfern with all facilities reasonably required for inspection and testing.
3.6 If as a result of inspection or testing Redfern is not satisfied that the Goods will comply in all respects with the Contract, and Redfern so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
3.7 The Goods shall be marked in accordance with Redfern’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition.

4 Price of the Goods
4.1 The Price of the Goods shall be as stated in the Order and, unless otherwise so stated, shall be:
4.1.1 exclusive of any applicable value added tax (which shall be payable by Redfern subject to receipt of a VAT invoice); and
4.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties or levies other than value added tax.
4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior consent of Redfern in Writing.

4.3 Redfern shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms of sale.

5 Terms of payment

5.1 Redfern will pay the price of the Goods within 60 days of delivery of the Goods to Redfern, (and/or, if the Contract requires the Seller to provide services to Redfern, payment for said services will be made pursuant to this clause 5.1 within 60 days of completion of the performance of said services, as applicable) but time for payment shall not be of the essence of the Contract.

5.2 Without prejudice to any other right or remedy, Redfern reserves the right to set off any amount owing at any time from the Seller to Redfern against any amount payable by Redfern to the Seller under the Contract.

5.3 If any sum under the Contract is not paid when due, the Seller shall not be entitled to suspend delivery of the Goods (or the performance of any services) as a result of any sums being outstanding.

6 Delivery

6.1 The Goods shall be delivered to, and any services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during Redfern’s usual business hours.

6.2 Where the date of delivery of the Goods (or of performance of any services) is to be specified after the placing of the Order, the Seller shall give Redfern reasonable notice of the specified date.

6.3 The time of delivery of the Goods and of performance of any services is of the essence of the Contract.

6.4 A packing note quoting the Order number must accompany each delivery or consignment of the Goods and must be displayed prominently.

6.5 If the Goods are to be delivered by installments, the Contract will be treated as a single contract and shall not be severable.

6.6 Redfern may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until Redfern has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

6.7 The Seller shall supply Redfern in good time with any instructions or other information required to enable Redfern to accept delivery of the Goods.

6.8 Redfern shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by Redfern.

6.9 If the Goods are not delivered on the due date then, without limiting any other remedy and without prejudice to any of the provisions of clause 9, Redfern shall be entitled to terminate the Contract by giving written notice to the Seller without any liability to the Seller whatsoever or howsoever arising and any deposit or other moneys paid by Redfern to the Seller shall become immediately due and refundable to Redfern by the Seller.

7 Risk and Property

7.1 The Goods shall remain at the risk of the Seller until delivery to Redfern is complete (including off-loading) when ownership of the Goods shall pass to Redfern.

7.2 The Seller shall, throughout the Contract, maintain a policy of insurance which shall contain terms appropriate to provide adequate coverage for any and all risks, damage and loss contemplated in clause 7.1 above and which shall also be of an amount sufficient to provide adequate coverage for any and all such risks, damage and/or loss. The Seller shall, upon request by Redfern, produce such policy of insurance to Redfern for inspection.

8 Warranties and liability

8.1 The Seller warrants to Redfern that the Goods:

8.1.1 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in Writing at the time the Order is placed;

8.1.2 will be free from defects in design, material and workmanship;

8.1.3 will correspond with any relevant Specification or sample;

8.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods; and

8.1.5 if the Contract requires the Seller to provide services to Redfern, then the Seller shall, throughout the duration of the Contract, perform the services in a good and workmanlike manner.

8.2 Without limiting any other remedy, if any Goods are not supplied or performed in accordance with the Contract, then Redfern shall be entitled:

8.2.1 to require the Seller to repair the Goods or to supply any replacement Goods (or to re-perform any services) within seven days of Redfern giving notice to the Seller; or

8.2.2 at Redfern’s sole option, and whether or not Redfern has previously required the Seller to repair the Goods or to supply any replacement Goods (or to re-perform any services), to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.

8.3 The Seller shall indemnify Redfern in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Redfern as a result of or in connection with:

8.3.1 breach of any warranty given by the Seller in relation to the Goods:

8.3.2 any claim that the Goods infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by Redfern;

8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;

8.3.4 any liability in relation to the statutory conditions implied in favour of Redfern by section 2 of the Supply of Goods and Services Act 1982; and

8.3.5 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods.

8.4 Redfern reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Redfern including, without limitation, "acts of God", governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

9 Cancellation and Termination

9.1 Redfern may cancel the Contract in respect of all or part only of the Goods by giving notice to the Seller at any time prior to delivery or performance, in which event Redfern’s sole liability shall be to pay to the Seller the Price for the Goods in respect of which Redfern has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.

9.2 If at any time the Seller shall:

9.2.1 commit a breach of any obligation arising hereunder; or

9.2.2 become insolvent, be subject to a petition in bankruptcy filed by or against him or be placed under the control of a receiver, liquidator or committee of creditors;then Redfern may, if it so elects, terminate the Contract by written notice. The Seller shall have fourteen (14) days to correct the default (if the default is capable of remedy), failing which termination shall take effect at the end of the fourteen (14) day period.

10 General

10.1 The Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.

10.2 The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties. The Seller acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Redfern which is not set out in the Contract.

10.3 Any notice or other communication given to a party under or in connection with the Contract shall be in Writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in Writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first-class post or recorded delivery on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.

10.4 Any forbearance or indulgence granted by Redfern to the Seller shall not in any way limit the rights of Redfern under these Terms.

10.5 Neither Redfern nor the Seller intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

10.6 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

10.7 Unless otherwise agreed in writing the Contract shall in all respects be construed and operated as an English contract and in conformity with English law.


B).Terms and Conditions for the Supply of Goods - Redfern Converting Machinery Limited

 1.                  Definitions and Interpretation:

1.1              The following terms as used herein shall have the meaning as stated:

"Company" means Redfern Converting Machinery Limited;

"Conditions" means these Conditions of Supply;

"Confidential Information" means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential; 

"Contract" means any contract between the Company and the Customer for the supply of any Goods and/or Services, incorporating these Conditions;

"Customer" means any person, firm, company or other organisation who is the addressee of the Company's quotation or acceptance of order issued by the Company and who shall be either (i) a Finance Company, or (ii) an End User or a Reseller;

"Deliverables" means all documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Goods and/or Services in any form, including, without limitation, computer programs, data, reports and specifications (including drafts);

"End User" means any Customer who purchases or requires the Goods for their own use or for use by a third party, without resale;

"Finance Company" means any hire purchase, leasing, hiring or other type of entity providing financial services with which the Company enters into a Contract, at the request or direction of an End User or a Reseller;

"Goods" means any goods or materials agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them), including any goods agreed to be supplied with, or in relation to, any Services;

"Input Material" means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Customer to the Company relating to the Goods and/or Services;

"Intellectual Property Rights" means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;

"Output Material" means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Company to the Customer relating to the Goods and/or Services;

"Reseller" means any Customer who purchases or requires the Goods for resale to a third party;

"Services" means any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including, but not limited to, any installation work to be undertaken in relation to any Goods;

"Site" means (i) the premises at which the performance of any Services shall take place and (ii) the premises at which the delivery of the Goods shall take place, but only if the Company agrees that the Goods shall be delivered otherwise than ex-works the Company’s premises and (iii) the Site shall be deemed to be the Customer’s place of business, unless otherwise agreed by the Company;

"Supplies" means the Goods and/or the Services, depending on the context.

1.2              A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.

1.3              Any reference to "parties" means the parties to the Contract and "party" shall be construed accordingly.

1.4              A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5              Words in the singular include the plural and in the plural include the singular.

2.                  Application of Conditions and Description of Goods and Services:

2.1              All quotations are made and all orders are accepted by the Company subject only to these Conditions of Supply, which shall prevail to the exclusion of any other terms including any conditions, warranties or representations written or oral, express or implied, even if contained in any of the Customer’s documents which purport to provide that the Customer’s own terms shall prevail. Any representations about any Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company.

2.2              Any quotation is given on the basis that no Contract shall come into existence until the Company accepts the Customer’s order in accordance with the provisions of Condition 2.3. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.3              The placing of an order following any quotation or other indication of price and delivery shall not be binding on the Company unless and until accepted by the Company in writing.

2.4              Where the Goods and/or Services are required by an End User or a Reseller but the Company has entered into a Contract with a Finance Company at the request or direction of that End User or Reseller so that the Finance Company can provide the funds (in whole or in part) to pay for those Goods and/or Services that the Company will supply to the End User or Reseller (as applicable), then notwithstanding that the Finance Company is the Customer, the End User or Reseller shall nonetheless be bound by the provisions of the Contract and these Conditions in exactly the same manner and to the same extent as the Customer and shall be responsible for fulfilling all of the obligations of the Customer under the Contract and these Conditions.

2.5              The Customer shall ensure that the terms of its order and any Input Material and/or any applicable specification are complete and accurate.

2.6              Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.7              No order of the Customer may be cancelled by the Customer, except with the Company’s express agreement and on such terms as the Company may require.

2.8              No order of the Customer may be varied, altered or deferred or suspended by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such variation, alteration, deferment or suspension.

2.9              The Company reserves the right to charge the Customer for any Output Material provided to the Customer.

2.10          Any surplus fittings or materials shall remain the property of the Company and shall be returned to it.

2.11          The quantity and description of any Goods and/or Services shall be as set out in the Company's quotation or acknowledgement of order.

2.1              All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's website, catalogues or brochures, including, but not confined to those as to weights, measurements, power consumption, performance, details of designs, prices and charges are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described and shall not be binding upon the Company or in any way form part of the Contract unless expressly stated to do so by the Company in writing.

2.2              The specification for the Goods shall be based upon standard contract specification, unless varied expressly in the Customer's order and accepted by the Company.

2.3              Unless otherwise agreed in advance by the Company in writing, the Customer shall be solely responsible for determining the accuracy of any measurements which may be required to be furnished to the Company in relation to the supply of any Goods.

2.4              Subject to the provisions of Condition 9.1(b), the Customer shall be solely responsible for ensuring the suitability of the Goods for any specific purpose and also for ascertaining the compatibility or inter-operability of the Goods with any other goods.

2.5              The Company has no obligation to accept any variation to the Contract requested by the Customer, whether by addition, substitution or omission (or, without limitation, to the Goods/and or Services to be provided under the Contract) and no such request shall be deemed to be accepted in the absence of the Company’s written agreement to the variation.

2.6              If any Goods are to be manufactured, ordered, designed, built, configured, altered, adapted, or subjected to any process by or on behalf of the Company for the Customer and/or any Services are to be performed by the Company, in each case in accordance with any Input Material, specification or design submitted by the Customer, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company  in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or any other intellectual property right of any other person resulting from the Company’s use of any Input Material, specification or design so submitted.

2.7              The Customer shall ensure that any specification submitted by the Customer does not contravene any applicable safety or other statutory or regulatory requirement.

3.                  Obligations of the Customer:

3.1               Where the Company agrees to undertake Services under the Contract, the Customer shall:

(a)          be responsible for preparing and maintaining any relevant part of the Site for the performance of the Services and for reinstating any such part of the Site and undertaking any required making good and clean-up work once performance of the Services has been completed;

(b)          ensure that conditions at the Site are at all times safe and secure and are otherwise suitable for the performance of the Services and that any relevant thing required to perform the Services thereon is available and in good working order (without limitation, the Customer shall be responsible for providing an electrical and pipework supply for use with the Goods and shall be responsible for any such work as may be necessary to provide a foundation which complies with the Company’s specification for the Goods to be installed);

(c)           if requested to do so by the Company and without charge, provide facilities at the Site for the off-loading and storage of the Goods and the Company’s tools and equipment in a readily accessible and secure storage area protected from theft and damage and shall be solely responsible for the safekeeping of the Goods and the Company’s tools and equipment whilst the same are stored at the Site;

(d)          take all steps to ensure the health and safety of the personnel of the Company whilst they are in attendance at the Site in connection with the performance of the Services and be solely responsible for ensuring the safety of any and all persons who are or may be present at the Site during the performance of the Services, including but not limited to restricting access to those areas of the Site where the Services are or are to be performed to those individuals engaged in performing the Services, or providing assistance to those so engaged;

(e)          provide prompt and unobstructed access to and egress from the Site and allow the Company such access to the Site as the Company reasonably determines is necessary to enable the Company to perform the Services in a timely and efficient manner;

(f)            inform the Company of any unusual layout, composition or construction of the Site or its parts and for reporting any unusual conditions or obstacles to the performance of the Services at the Site to the Company;

(g)          notify the Company of any special properties of, or requirements of the Customer in relation to, any surfaces, fixtures or fittings at the Site, as the Company shall not be liable for any damage resulting directly or indirectly from the installation of any Goods to the Customer’s property, fixtures or fittings, including but not limited to damage caused by the drilling of walls, tiles, glass or other surfaces, the removal of fixtures and fittings whether obsolete or not, or for damage to porous or any other materials;

(h)          ensure that any materials and/or surfaces upon which the Services are to be performed comply with any tolerances required by the Company and are of adequate strength to withstand any work undertaken on them by the Company and to support the Goods and the maximum loads to be imposed on the Goods;

(i)            at all times during the performance of the Services ensure, insofar as it is reasonably practicable to do so, that other trades or operations are not undertaken on that part of the Site where the performance of the Services is to take place, so as to ensure that the Services can be performed in one continuous, uninterrupted operation during the Company’s normal working hours;

(j)            be responsible at its own cost (other than for statutory obligations placed solely on the Company) for obtaining all consents, permissions, easements and licences necessary for the performance of the Services in accordance with these Conditions and for conforming with all Statutes and Orders, Regulations and By-Laws which are applicable at any time to the Services and shall indemnify and keep indemnified the Company against any actions, proceedings, costs, charges, claims or demands arising out of or in connection with any breach of this Condition 3.1 (j);

(k)           provide the Company with all information, co-operation and support that may be required to enable the Company to carry out its obligations to the Customer; and

(l)            effect and maintain appropriate insurance at the Site on an all risks basis and in an adequate amount.

3.2              If the Company discovers or is notified of any problem at or adjacent to the Site which materially affects the Company’s ability to provide the Supplies in accordance with the Company’s standards at the price quoted, it shall be free to vary the price, notwithstanding that the problem may have existed prior to acceptance of the Customer’s order or may have arisen subsequently. Without limitation, any additional costs caused by any delay in the performance of the Services, or any suspension of performance, at the Site (for reasons beyond the control of the Company) e.g. industrial action, shall be treated as a variation to the Customer’s original order and the Customer shall be liable for any such additional costs.

3.3              The Customer shall not, without the prior written consent of the Company, whether acting on the Customer’s own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf), at any time from the date of first provision of the Services  to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

3.4              Any consent given by the Company in accordance with Condition 3.3 shall be subject to the Customer paying to the Company a sum equivalent to 15 % of the then current annual remuneration of the Company's employee, consultant or subcontractor.

4.                  Price:

4.1              Prices for the Supplies, howsoever given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for the Supplies shall be the price confirmed by the Company in its written notification of acceptance of the Customer’s order pursuant to Condition 2.3.

4.2              The Company reserves the right, by giving notice to the Customer at any time between acceptance of the Customer’s order and completion of the Customer’s payment obligations, to increase the price of the Supplies to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties or taxes,  any increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Supplies which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate, accurate or complete information or instructions.

4.3              Unless otherwise stated, the price quoted will be exclusive of Value Added Tax which will be charged at the rate which is applicable at the date of dispatch of the Goods or commencement of performance of the Services.

4.4              The Company’s time-based rates are calculated from the time of dispatch or departure from the Company’s premises to the time of return thereto. A mileage charge is also charged, as applicable, to overtime rates and call out costs whether or not incurred in an emergency and will be applied based upon such rates and costs as are published by the Company from time to time.

4.5              Any waiver or reduction of any price will only be applicable if agreed by the Company in writing.

5.                   Delivery and Performance:

5.1              Whilst the Company will reasonably endeavour to provide the Supplies in accordance with the Customer's requirements, the Company will not be liable for any consequences of any delay in the provision of the Supplies, howsoever caused.

5.2              Unless otherwise agreed in writing by the Company, the Company's obligation to deliver the Goods shall be deemed fulfilled upon delivery ex-works, the Company's premises. The Customer shall be responsible for arranging for the carriage of the Goods to the destination address. All transportation and carriage costs (including, without limitation, the cost of all related insurance coverage and the cost of packing, loading and unloading the Goods) shall be borne by the Customer and the Customer shall pay any and all customs, import, excise and other duties and taxes payable in respect of the Goods.

5.3              Where the Company has agreed that the Goods shall be delivered otherwise than ex-works the Company’s premises, then if delivery involves difficult access to or at the Site and/or the point of access to the Site is located at an unreasonable distance from any feasible vehicular access point, the Company reserves the right to levy an extra delivery charge.

5.4              Unless otherwise agreed in writing by the Company, if the Company has agreed to undertake any Services for the Customer, the performance of the Services shall take place at the Customer’s place of business. 

5.5              The Company may deliver the Goods by separate instalments and perform the Services in separate tranches. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

5.6              Each instalment shall be a separate contract. 

5.7              No cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment.

5.8              If for any reason the Customer fails to take or accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, the Company will charge the Customer an abortive delivery charge and:

(a)          risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);

(b)          the Goods shall be deemed to have been delivered; and

(c)           the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or

(d)          sell the Goods  at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods ), charge the Customer for any shortfall below the charges for the Goods.

5.9              The Company shall not be liable for any non-delivery of the Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non- delivery within 14 days of the date when the Goods would in the ordinary course of events have been received.

5.10          Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.

5.11          If the Company's performance of its obligations under the Contract or with any third party is prevented or delayed by any act, omission or delay of the Customer, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges, damages, losses or claims sustained or incurred by the Customer arising directly or indirectly from such prevention or delay, but the Customer shall be fully liable for any costs, charges, damages, losses or claims sustained or incurred by the Company so arising and shall fully indemnify and hold the Company harmless from and against all such costs, charges, damages, losses or claims and any expense in connection therewith (including legal fees).

6.                  Confidential Information and Intellectual Property Rights:

6.1              The Customer and the Company agree that in the course of the Company providing Goods and/or Services to the Customer, the parties may disclose to each other certain Confidential Information.  The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party.

6.2              The Customer acknowledges the Company’s ownership of any Intellectual Property Rights in any Deliverables and any Output Material and in any Goods and/or Services provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. Without limitation, the Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that, without limitation, any and all Intellectual Property Rights developed by the Company in performing any Services or providing any Goods shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this Condition 6.2.

7.                  Payment:

7.1              Subject only to any special terms agreed in writing between the Company and the Customer, the Company shall be entitled to invoice the Customer for the price of the Supplies on or at any time after acceptance of the Customer’s order.

7.2              The price for the Goods shall become due and payable and shall be paid by the Customer to the Company pursuant to the provisions of this Condition 7.2.

(a)          Where the Goods are described by the Company as ‘used’:

(i)            a non-refundable deposit of 33% of the Contract price shall be paid immediately upon the Company’s acceptance of the Customer’s order pursuant to Condition 2.3; and

(ii)          the 67% balance of the Contract price shall be paid prior to dismantling and loading of the Goods by the Company and if the Customer is located outside the United Kingdom, said balance shall be paid by irrevocable letter of credit, or telegraphic transfer, at the Company’s option.

(b)          Where the Goods are described by the Company as ‘new’ or ‘reconditioned’:

(i)            a non-refundable deposit of 30% of the Contract price shall be paid immediately upon the Company’s acceptance of the Customer’s order pursuant to Condition 2.3;

(i)            a further 60% of the Contract price shall thereafter be paid prior to dismantling and loading of the Goods by the Company and if the Customer is located outside the United Kingdom, said amount shall be paid by irrevocable letter of credit or telegraphic transfer, at the Company’s option; and

(ii)          the 10% balance of the Contract price shall be paid upon receipt of the Goods by the Customer and if the Customer is located outside the United Kingdom, said balance shall be paid by irrevocable letter of credit or telegraphic transfer, at the Company’s option.

7.3              Where any amount payable under Condition 7.2 is paid by irrevocable letter of credit or by telegraphic transfer, any bank fees and related charges shall be for the Customer’s sole account. Where payment is by irrevocable letter of credit the Company may, in its sole discretion, require the letter of credit to be confirmed and any associated charges shall be paid by the Customer.

7.4              Where the Company has agreed to provide Services under the Contract, the cost of those Services will be added to the Contract price and the price of the Services shall be paid at the same times and in the same percentages as required for payment of the price for the Goods set out in Condition 7.2 (a) and (b) above.

7.5              All payments shall be made without any deduction, withholding or set-off. For the avoidance of doubt, the Customer shall not under any circumstances for any reason whatsoever be entitled to withhold any payment (in full or in part) which has become due in respect of the Goods.

7.6              Failure by the Customer to pay any invoice by its due date shall entitle the Company to: a) at its option, to charge interest at the rate of five percent (5%) per annum above Lloyds TSB Bank plc’s base lending rate from time to time calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); b) to charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer; c) suspend any warranty for the Supplies or any other goods or services supplied by the Company to the Customer, whether or not they have been paid for; d) appropriate any payment made by the Customer to such of the Supplies as the Company may think fit; e) set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever; f) terminate the Contract, or suspend or cancel any future delivery of Goods and/or performance of Services; g) cancel any discount (if any) offered to the Customer; and h) if the Customer has an approved credit account, withdraw or reduce its credit limit or bring forward its due date for payment without notice.  The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7.7              The Company shall retain a general lien on all goods and property of the Customer in its possession, exercisable in respect of all sums lawfully due from the Customer to the Company. The Company shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.

7.8              All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.                  Force Majeure:

The Company reserves the right to defer the date of provision of the Supplies, or to cancel the Contract or reduce the volume of the Supplies ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business (wholly or in part) due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.

9.                  Warranty:

9.1              With respect to any Goods which are described by the Company as ‘new’, the Company will endeavour to transfer to the Customer the benefit of any manufacturer’s warranty or guarantee given to the Company and the Company warrants (subject to the other provisions of these Conditions) that:

(a)          on delivery, the new Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

(b)          if the Customer has made it expressly known to the Company in the Customer’s order that the new Goods shall be suitable for a particular purpose and the Company has expressly stated in its written acceptance of the Customer’s order that it will supply new Goods suitable for that purpose, then the new Goods shall be reasonably fit for the purpose so stated; and

(c)           any Services will be performed with reasonable skill and care.

9.2              The Company's liability pursuant to Condition 9.1 shall be limited: a) for new Goods, to the replacement of any part of the Goods found to be defective and notified to the Company within the period set forth in Condition 9.3 (or, if the claim is on any manufacturer’s warranty, within the relevant manufacturer’s warranty period) PROVIDED that the Customer shall pay for all transportation and packaging costs incurred in supplying any such replacement; and b) for Services, to re-performing those Services found not to have been performed with reasonable skill and care and notified to the Company within the period set forth in Condition 9.3.

9.3              Any defect or deficiency in, or malfunction or shortage or failure to correspond to specification of the new Goods and/or Services shall be notified to the Company within 14 days of the time when the Customer discovers or ought to have discovered the defect or deficiency, or malfunction or shortage or failure to correspond to specification, as applicable; otherwise, the new Goods and/or Services shall be deemed to be satisfactory and a charge will be made for additional rectification work.

9.4              The Company shall not be liable for any breach of any warranty in Condition 9.1 with respect to any new Goods and/or Services, if: a) the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; b) the Customer modifies, adjusts, alters or repairs the Goods without the prior written consent of the Company; c) the defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; d) the defect arises from any specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse of the Goods or from any other cause which is not due to the neglect or default of the Company; e) the defect relates to electrical work or other work external to the Goods, or arises by virtue of any act or omission of the Customer relating to the operation of the Goods, or through transportation or relocation of the Goods not performed by, for or on behalf of the Company, or by subjecting the Goods to any unusual physical or other stress or adverse environmental conditions or by use of the Goods in excess of any performance or load-bearing specifications stated in the Company’s catalogue or otherwise stated by the Company; f) the full price for the new Goods and/or Services has not been paid by the time for payment stipulated in Condition 7.2 and/or Condition 7.4; or g) the defect is of a type specifically excluded by the Company by notice in writing.

9.5              If upon investigation, the Company reasonably determines that any defect or deficiency in, or malfunction or shortage or failure to correspond to specification of the new Goods and/or Services is a result of, or is excused by, any of the matters referred to in Condition 9.4, the Customer shall be liable for all costs reasonably incurred by the Company in investigating the same and determining the cause.

9.6              With respect to any Goods which are described by the Company as ‘used’ or ‘reconditioned’:

(a)          the Company does not issue any warranty for the Goods, which are supplied on an ‘as is’ basis and no guarantees or warranties whatsoever shall be or have been granted in relation thereto; and

(b)          the Customer has the sole responsibility to inspect, test and complete any remedial works to resolve any defects that could cause hazards in the operation of the Goods prior to any use or operation of the Goods under any circumstances (including any loading or unloading of the Goods under its own power). 

9.7              Without limiting the generality of Condition 9.6, the Customer shall be given an opportunity to inspect the used or reconditioned Goods prior to dispatch. If (i) the Customer does not view the Goods prior to dispatch; or (ii) the Customer views the Goods prior to dispatch but does not notify the Company of any defect in the Goods existing prior to dispatch, the Customer shall not be entitled to raise any objection to any defect in the Goods which would have been reasonably apparent upon inspection prior to dispatch.

10.              Exclusion of liability and indemnity:

10.1          The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)          any breach of these Conditions;

(b)          any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and

(c)           any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2          All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.

10.3          Nothing in these Conditions excludes or limits the liability of the Company: 

(a)          for death or personal injury caused by the Company's negligence; or

(b)          under section 2(3), Consumer Protection Act 1987; or

(c)           for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d)          for fraud or fraudulent misrepresentation.

10.4          Subject to Condition 10.2 and Condition 10.3:

(a)          the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

(b)          the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10.5          The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.

11.              Changes:

The Company reserves the right without prior approval from or notice to the Customer to make any changes in the specification of the Goods and/or Services which are required to conform to any applicable safety or other statutory or regulatory requirements or which, in the reasonable opinion of the Company, do not materially affect the specification of the Goods and/or Services. In either case, all costs and expenses incurred by the Company shall be borne by the Customer and shall be paid to the Company on demand.

12.              Risk and Title:

12.1          The Goods are at the risk of the Customer from the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered the delivery of the Goods.

12.2          Title to the Goods shall not pass to the Customer until the Company has received payment in full (including any interest or other sums payable) in cash or cleared funds (i) for the Goods and (ii) for any other goods or services that the Company has supplied to the Customer in respect of which payment has become due.

Until title to the Goods has passed to the Customer, the Customer shall: a) hold the Goods on a fiduciary basis as the Company's bailee; b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property; c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and indemnify the Company against all loss or damage of whatsoever nature affecting the Goods; e) notify the Company immediately if it becomes subject to any of the events listed in Condition 12.3; f) not assign to any other person any rights arising from a sale of the Goods without the Company’s written consent (and then only subject to a set of terms and conditions containing a Risk and Title clause which is at least as onerous as this Condition 12); and  g) give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may use or resell the Goods in the ordinary course of its business, provided that it shall hold the entire proceeds of any resale upon trust for the Company until the Goods have been paid for in full and shall keep all such trust monies in a separate bank account in which such trust monies are not mingled with its own or any other monies.

12.3          The Customer's right to possession of the Goods shall terminate immediately if:

(a)          the Customer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

(b)          the Customer suffers or allows any execution distress or diligence, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender to the Customer takes any steps to obtain possession of the secured property or otherwise enforce its security, or the Customer ceases or threatens to cease to trade.

12.4          If:

(a)          the Customer is late in paying for the Goods; or

(b)          the Customer is late in paying for any other goods or services supplied by the Company; or if

(c)           before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Condition 12.3 or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then

          provided that the Goods have not been irrevocably incorporated into another product and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Company may enter any premises of the Customer or of any third party where the Goods are stored or kept in order to recover them. The Customer shall not keep the Goods at any premises other than such premises as shall be specified in writing by the Customer to the Company prior to the dispatch of Goods to the Customer, or at any premises at which the Customer does not have the right to grant access to the Company.

12.5          The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

12.6          On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this Condition 12 shall remain in effect.

13.              Termination:

13.1          The Company may terminate the Contract forthwith by written notice to the Customer if:

(a)          the Customer commits a continuing or material breach of the provisions of the Contract and if the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice of the breach; or

(b)          the Customer becomes subject to any of the events listed in Condition 12.3.

13.2          The right to terminate the Contract given by this Condition 13 shall not prejudice any other right or remedy of the Company against the Customer in respect of the breach concerned, or any other breach.

13.3          Upon termination of the Contract all obligations of the Company thereunder shall cease.

14.              General:

14.1          No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions of Supply.

14.2          Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.

14.3          If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.4          The Customer shall not sub licence, assign or transfer in any way any of its rights or obligations under the Contract without the prior written consent of the Company, but the Company shall be entitled to assign, novate, sub - contract or transfer all of its rights and/or obligations thereunder.

14.5          These Conditions and the Contract shall extend to, inure to the benefit of, and be binding upon the parties and to their respective subsidiaries, predecessors and permitted successors and assigns.

14.6          The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.

14.7          Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application by either party to the President for the time being of the Law Society whose decision as to the type, qualifications and experience of such arbitrator shall be final and binding on the parties.  The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.

14.8          These Conditions of Supply shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.