1.0 All quotations are given and all orders accepted on these terms which supersede any other terms appearing in the Seller's catalogue or elsewhere and override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiations and any course hereafter made by the Buyer shall be deemed to be made subject to these terms.

1.02 Subject to clause 2 below, contract for the sale of the goods specified overleaf ("the Goods) shall be concluded until the Seller has issued an acknowledgement of order' form.

1.03 The Buyer acknowledges that there are no representations outside these terms which have induced him to enter into the contract (which expression shall include any contract of which these terms form part) and these terms and those of the face hereof shall constitute the entire understanding between the parties for the sale of the Goods.

1.04 No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer's documentation shall not imply any modification of these terms.

1.04 No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer's documentation shall not imply any modification of these terms.

2. QUOTATIONS

Quotations and tenders are subject to withdrawal at any time before receipt of an unqualified order from the Buyer and shall be deemed to be withdrawn unless so accepted within 28 days from their date. 

3. THE GOODS

3.01 All descriptions, specifications and illustrations contained in the Seller's catalogues, price lists, quotations and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described therein and nothing contained in any of them shall form part contract. Designs may be altered at any time.

3.02 Notwithstanding that a simple of the Goods may have been exhibited to and inspected by the Buyer it is herby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality condition of sufficiency for any purpose.

4. THE PRICE

4.01 The seller reserves the right to increase the price of goods at any time before delivery by the amount equivalent to any increase which may have risen in the cost to the seller of manufacturing or acquiring or insuring the Goods and to levy a minimum order charge for small value orders

4.02 The Buyer will be provided with the Seller's standard instruction books and drawings relevant to the Goods but the supply of specially prepared drawings or instructions can be provided at the extra cost of the Buyer. 

4.03 The Buyer shall be responsible for any extra costs arising from the amendment of an acknowledged order.

4.04 All prices are quoted ex-works, and where the Seller has undertaken to provide or arrange carriage form its works to the place of delivery specified by the Buyer, such carriage shall be charged in addition to the price unless expressly agreed by the Seller in writing.

Carriage and packing will be charged as follows:

(a) Home deliveries: The Seller's standard carriage and packing cost will be charged for all orders. These charges will be applied unless otherwise agreed in writing. Any special packing requirements will be charged extra at costs.

(b) Export Deliveries Packing. All orders will be subject to a U.K. port F.O.B, unless otherwise stated (Except Northern Ireland) representing a percentage of gross order value. A price expressed as F.O.B. will be inclusive of standard packing but any special carriage or packing requirements will be charged for extra, at cost and charges for air freight shipments shall be in accordance with our charges for Air Freight Shipment Sheet for the time being in force.

4.05 If the Seller shall incur extra cost owing to suspensions of the work on the Buyer's instructions or lack of instructions or owing to interruptions, delays, overtime, unusual hours, mistakes including work for which we are not responsible, such extra cost shall be added to the price and paid for accordingly.

5. CANCELLATION

The Buyer may not cancel the contract without the consent of the seller. When given, it shall be deemed to be on the express conditions that the buyer shall indemnify the seller against all loss, damage, claims or actions arising out of such cancellations unless otherwise agreed in writing. 

6. PAYMENT

6.01 Unless otherwise agreed, the Goods are sold subject to payment within 28 days from invoice date. The Seller shall not be bound to give up possession of the Goods until it shall have received payment and the Seller shall be deemed to have made sufficient tender of the Goods if it shall notify the Buyer that the Goods are ready for dispatch subject to payment. 

6.02 If the Seller shall allow provisional credit in respect of any part of the Goods, it shall be without prejudice to its rights to refuse to give up possession of any other part of Goods except against payment; and the whole of the price of all Goods bought or agreed to be bought by the Buyer shall fall due and payable without demand immediately on the happening of any of the following events:

a) Failure by the Buyer to pay any sum due to the Seller by the due date for payment.

(b) Commencement of winding up of the Buyer.

(c) Commission by the Buyer of an Act of Bankruptcy.

(d) Appointment of a receiver of any assert of the Buyer, or the levying of any distress or execution on any asset of the Buyer.

6.03 The failure of the Buyer to pay any part of the price of the Goods in due time shall entitle the Seller to treat such failure as a repudiation of the whole contract by the Buyer and to recover damages for such breach of contract. 

6.04 Interest on all sums due shall run at the rate of 5 per cent per annum over the current base rate of Royal Bank of Scotland until payment is received as well as before any judgement therefore. 

6.05 Payment shall be made in sterling at the office of the seller or otherwise directed. 

7.01 All delivery dates are estimated only and the time of delivery shall not be the essence of the contract. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising there from. 

7.02 Should the Seller be prevented or hindered in delivering the Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lock-out, shortage of materials or labour or any cause beyond the seller's control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists. 

7.03 Should the Seller be prevented form delivering part of the Goods by the reason of any of the cause specified in the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part the Goods as the Seller shall be able to deliver in accordance with the contract.

7.04 The Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.

7.05 If the delivery of any item comprised in the Goods has not been made within 6 months of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that item, but the Seller shall in no circumstance be liable to compensate the buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising there from.

7.06 Delivery shall be deemed to take place when the Goods are dispatched from the Seller's works.

7.07 The Seller shall not be liable for any loss of any kind to the Buyer arising from any damages to the Goods occurring after the risk has passed to the Buyer however caused, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.

7.08 If the Buyer fails or neglects to pay for the Goods within the time specified in clause 6.01, the Seller may as agent for the Buyer but without surrendering its lien as an unpaid Seller, arrange for the Goods to be stored at the Seller's works or elsewhere, and the Buyer will pay and hereby indemnifies the Seller against all storage charges, insurance, demurrage or other cost expenses and the charges arising from the Buyer's failure or neglect.

8. PASSING OF RISK AND PROPERTY

8.01 The Goods shall be at the risk of the Buyer as soon as delivery has taken place (as defined in clause 7.06 above).

8.02 Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of these conditions, the property in Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (together with any interest; value added tax and any other additional charges, if applicable, payable in respect thereof) and all other Goods agreed to be sold by the Seller to the Buyer which payment is then due.

8.03 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. The Buyer shall not be entitled to resell or use the Goods in the ordinary course of its business, but if it shall do so it shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall hold all such proceeds on trust for the Seller and keep them separate from any monies or property of the Buyer and third parties and, in case of tangible proceeds stored, protected and insured.

8.04 Until such time as property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to so forthwith to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Goods, All cost incurred by the Seller or its agents in repossessing the Goods shall be borne by the Buyer.

8.05 Notwithstanding the repossession of the Goods, the Buyer shall remain liable to pay the Seller an amount equal to all losses, cost, damage and expenses incurred by the Seller directly or indirectly as a result of the Buyer's default.

8.06 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9 INSPECTION OF GOODS

9.01 The Buyer shall inspect the Goods immediately on receipt thereof and shall within three days give notice to the Seller in detail of any ground on which the Buyer alleges that the Goods are not in accordance with the contract or are defective in material or workmanship. If the Buyer fails give such notice, the Goods shall be conclusive resumed to be in all respects in accordance with the contract, and the Buyer shall be deemed to have accepted the Goods accordingly. In the event that the Buyer establishes to the Seller's reasonable satisfaction that the Goods are not in accordance with the contact the Buyer's sole remedy in respect of such non-accordance shall be limited as the Seller may be elect to the return or replacement of the Goods. 

9.02 If the Goods are lost or damaged in transit, the Buyer must notify the carrier in writing by post, telex, telegram or by hand, of loss or damage within three working days after actual delivery.

10.0 USE OF GOODS

10.01 Where the Goods have been manufactured or constructed, according to designs or configurations or by processes specified or supplied by the Buyer, the Buyer represents and warrants to the Seller that the Buyer has or will have satisfied itself that all necessary test and examinations have been made or will be made prior to the Goods being brought into use to ensure that the Goods are designed, constructed and operational so as to be safe without risk to health of safety of workmen or others using them, and that it will take such steps as are necessary to secure that there will be available in connection with the use of the Goods at work, adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to use they will be safe and without risk to health.

10.02 The Buyer shall indemnify the Seller against all actions, suits, claims, demands, losses, charges, cost and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would evidence a breach of the undertakings, representations and warranties on the part of the Buyer contained in this clause 10.

11 DEFECTS AFTER DELIVERY

11.01 The Seller will make good, by repair or at the Seller's option by the supply of replacement, defects which under proper use appear in such part or parts of the Goods as are of the Seller's manufacturing within a period of 12 months after the Goods have been delivered and arise solely from faulty materials or workmanship, provided always that defective parts are promptly returned by the Buyer, carriage paid to the Seller's works and become the property of the Seller if replaced. 

11.02 (a) Where part of any piece of equipment is found to be defective and such part is capable of being repaired or replaced, the warranty in clause 11.01 shall not mean the whole of such piece of equipment is defective.

(b) Repaired or replacement parts shall be covered by the warranty only for the outstanding period of the warranty on the Goods initially delivered.

(c) If any Goods have in the Seller's opinion been maltreated so as to cause damage or altered or used or repaired otherwise than in the accordance with the Seller's instructions then the Seller reserves the right to refuse to repair or replace such Goods.

(d) In case of any part or parts, not of the Seller's manufacture the Buyer is only entitled to such benefits as the Seller may receive under any guarantee given to the Seller by sub-contractors in respect thereof.

11.03 These terms set out the Seller's entire liability in respect of the Goods, and the Seller's liability under these terms shall be in lieu and to the exclusion to other warranties, conditions, terms and liabilities express or implied, statutory or otherwise in respect of the quality or fitness for any particular purpose of Goods or otherwise howsoever notwithstanding any advice or representation to the Buyer's, all liability in respect of which howsoever arising is expressly exclude, except any implied by law which by law cannot be excluded. Save as provided in these terms except as aforesaid the Seller shall not be under liability in contract, tort or otherwise in respect of defects in the Goods or failure to correspond to specifications or sample for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith. 

12 LIMITATIONS OF LIABILITY

The Seller's liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods or for any breach of this Agreement or of any duty owed to the Buyer in connection herewith shall be further limited in the aggregate to the price of the Goods in question.

13 INDEMNITY 

The Buyer shall indemnify the Seller in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expense in connection therewith arising from the condition or use of the Goods in the event (and to extent that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer or his servants or agents by any breach by the buyer of its obligations to the Seller hereunder). 

14. PATENTS, TRADE MARK ETC,
CUSTOM BUILT EQUIPMENT

14 All documents, drawings and designs published and supplied by us are copyright and may not be reproduced or disclosed to third parties other than the ultimate user.

14.02 The Goods are sold subject to the right of any persons, whether in respect of any patent, trademarks, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of Goods in any part of the world and the Buyer will in this respect accept such title to the Goods as the Seller may have.

14.03 Where the goods have been manufactured or constructed according to designs or configurations or by process specified or supplied by the Buyer, the Buyer represents and warrants to the Seller that the Goods as so designed or configured and any process so used do not infringe the rights of any person, whether in respect of any patent, trade mark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods or the use of such processes in any part of the world. The Buyer shall indemnify the Seller against all actions, suits, claims, demands, losses, charges, cost and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would evidence a breach of their representations and warranties contained in this clause 14.03.

15 ARBITRATION 

All disputes, differences or questions arise out of the contract 

16 PROPER LAW

The contract shall be governed by and interpreted in accordance with English Law, and subject to the provisions of clause 15, the Buyer submits to the jurisdiction of the High Court of Justice in England but the Seller may enforce the Contract in any court of complete jurisdiction.

17. ASSIGNMENT

The Buyer shall not assign any benefit under the contract without the consent in writing of the Seller, which may, if given, be on such terms as to guarantee or indemnity or otherwise as the Seller thinks fit.

18 NOTICES

Any notice given under pursuant to the contract may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by telex, telemessage or other means of telecommunication resulting in the receipt of written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may be notice to the other have substituted therefore shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the address in normal business hours.

Please note: Items are subject to change without prior notice. Any errors and omissions are not the responsibility of Indupart Limited.