These conditions shall apply to any Contract (‘the Contract’) made between A12 Machinery Ltd (‘the Seller’) and any person, firm or company (‘the Buyer’) placing any order with the Seller for the supply of goods and/or services (‘the Goods’) and the placing of an order with the seller is deemed to constitute acceptance of these conditions by the Buyer. No variation or modification of these conditions shall be effective unless expressly accepted in writing by a duly authorised representative of the Seller. In the event of there being any conflict between these general conditions and anything appearing on the face of the order, the latter shall prevail.
2-PERFORMANCE AND SPECIFICATIONS
(i) All descriptive specifications, drawings, weights, measures, dimensions etc., are approximate only.
(ii) Any performance and production figures given are estimated and the Seller does not warrant that equivalent results will be obtained on any particular machine and shall not be liable if equivalent results cannot be obtained
(i) Delivery time should be reckoned from the date of receipt by he Seller of the last of the following items:-
a) An order signed by the buyer.
b) All information necessary to enable the Seller to commence work
c) Deposit, letter of credit (if applicable) and proof of import licence (if required)
(ii) Unless otherwise specified, delivery shall take place ex-works. While the seller shall take all reasonable efforts to meet delivery dates, the Seller will not be responsible for any liability claim, loss or damage resulting in late delivery from whatever cause.
(iii) Where the goods are sold F.O.B. the responsibility of the Seller shall cease immediately the Goods are placed on board ship and the Seller shall not be under any obligation to give theBuyer the notice specified in section 32(3) of the Sale of Goods Act 1979.
4-TITLE AND RISK
(i) Title to the Goods shall not pass to the Buyer until payment has been made in full of all sums due from the Buyer to the Seller under this contract. The Seller shall be entitled at any time on giving not less the 24 hours notice to enter upon the premises of where the goods are for the purpose of inspecting the same and in the event of payment not being made on the due date for the purpose of taking possession of the same. In the event of the Goods being sold by the Buyer prior to the Seller having been paid, therefore the entire proceeds of the sale shall be held in trust for the Seller. The Buyer shall promptly on receipt thereof account to the Seller in respect of such proceeds of sale and pending such payment to the Seller being made such monies shall not be mingled with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Sellers’ money. Further the Buyer authorises the Seller to require the Buyers’ customer to make payment directly to the Seller whose receipt therefore shall be a good and sufficient discharge for the payment obligation owed by the buyers’ customer to the Buyer in respect thereof.
(ii) For export deliveries the Buyer shall bear all risks in the Goods from the time when they have effectively passed the ships’ rail at the port of shipment. For UK deliveries the Buyer shall bear all risks in the goods from the time they leave the Sellers works. Pending payment in full being made therefore the Buyer shall keep the goods insured in the full replacement value thereof and shall indemnify the seller against any loss or damage therein.
(iii) The Seller may bring any action to recover the price even though title to the Goods has not yet passed to the Buyer.
All prices quoted are current at the time of quotation. Any increase in transport costs, import duties or alteration in exchange rates will be born by the Buyer. All prices quoted are ex-VAT and are ex the sellers’ works
6-ACCEPTANCE OF GOODS
All Goods shall be deemed to be accepted by the Buyer 14 days after arrival at the Buyers’ premises
If sufficient forwarding instructions are not received by the Seller within 14 days after notification to the Buyer that the Goods are ready for dispatch, the Seller shall be paid as if they have been delivered and the Goods shall deemed to have been accepted. The Goods shall be at the risk of the Buyer who shall be responsible for all storage, delivery, insurance and other charges in respect thereof.
7-INSTALLATION AND COMMISSIONING
(i) Installation and commissioning of the Goods at the Buyers’ premises shall be at the Buyers cost and does not form part of the Contract.
(ii) The Seller shall not be responsible for any damage due to faulty installation and/or commissioning, for any failure to reach performance specifications unless the Goods are installed by the Sellers own employees or contractors
(iii) The Buyer will make all necessary facilities available and provide such assistance and personnel necessary to enable the installation and/or commissioning to be completed.
(iv) If the installation and/or commissioning is delayed due to lack of facilities or due to Buyer instructions or lack of Buyer instructions, the Buyer shall bear all additional costs incurred by the Seller.
8-WARRANTIES – NEW MACHINES
(i) The Seller shall so far as it is able to do transfer the benefit of every warranty to which it is entitled to the Buyer
(ii) Except as expressly provided in these conditions the Seller shall be under no liability whatsoever to the Buyer, whether in Contract or in negligence. All other conditions, warranties and obligations whether express or implied by law, trade, practice or otherwise are hereby excluded. The Seller shall not in any event be liable for loss of profit or for indirect or consequential loss or damage of any kind or for direct damage or loss however arising. Further in any case where the Goods are capable of becoming the subject of any industrial property rights the Seller shall transfer to the Buyer only such title as it may have to the Goods
(iii) No warranty guarantee or condition is given or implied that the Goods will not infringe the patent design or other intellectual property rights of any third party.
(iv) Except where the Buyer is able to prove that the Seller was guilty of any negligence or breach of contract giving rise to the claim the Buyer shall indemnify the Seller in respect of any liability which the Seller may incur by way of court proceedings or by any out of court settlement as a result of any claims against the Seller under part 1 of the Consumer Protection Act 1967
9-WARRANTIES – USED MACHINES
Unless otherwise specified in writing used Goods are sold as seen and inspected by the Buyer and all warranties and obligations whether express or implied by law, trade, custom or practice or otherwise are excluded.
Any warranty which is given shall imply only to Goods which are within the UK mainland and which are used and maintained at all times in a proper manner.
(i) The Buyer will not assign or transfer the Contract without written consent from the Seller
(ii) These terms and conditions together with the quotation constitute the entire agreement between the two parties. No other agreement, representation, promise, undertaking or understanding of any kind unless expressly accepted in writing by the Seller shall alter, vary, supersede or operate as a waiver of these terms and conditions
(iii) If any of these conditions or part of any of these conditions is rendered void, it shall be void to that extent but no further and shall not effect any other of these terms and conditions or part thereof
(iv) The Seller shall not in any event be liable for loss of profit indirect or consequential loss however arising.
The legal construction of the clauses in these conditions shall not be affected by their titles
These conditions shall be governed by and construed in accordance with English Law.