"The Equipment" means the goods and/or
equipment which is or are sold subject to these conditions and particulars of which are
set out in any quotation, invoice or acceptance of order referring to these conditions.
"The Buyer" means the buyer of the
Equipment.
2. These conditions shall apply to all orders
addressed to the Company and to all sales and/or supplies of Equipment made by the company
unless the same shall be excluded varied or extended with the written consent of the
Company. In the event of any conflict between these Conditions and any standard conditions
of contract and/or trading of the Buyer the delivery of the Equipment by the Company to
the Buyer in accordance with these conditions shall be deemed to operate as an offer by
the Company to supply the Equipment to the Buyer on the terms of these conditions
(exclusive of all other terms) and the acceptance of such delivery shall be deemed to
operate as acceptance by the Buyer of such offer to the intent that these conditions shall
in all cases apply and prevail.
3. Except to the extent that any agreement on the
part of the Company is contained in writing signed on its behalf these conditions shall
constitute the entire contract between the Company and the Buyer (apart from agreement as
to the price of the Equipment) and the Buyer is hereby deemed to have accepted that save
as to such representations as have been published in writing on behalf of the Company and
are not susceptible of independent verification by inspection enquiry or reasonable
research the Buyer has not agreed to purchase or to take the Equipment in reliance wholly
or partly on any statement or representation made to him.
4. (a) In the case of equipment manufactured by the
Company the Company warrants that the Manufacture and design of the Equipment are suitable
and fit for the purposes described or made known to the Buyer in any document published on
behalf of the Company in so far as and to the extent that the Equipment is operated for
such purposes in a proper and reasonable and responsible manner but for no other purposes
whatsoever.
(b) In the case of equipment not manufactured by the
Company the Company will afford to the Buyer the benefit of any warranty given by the
Company's supplier and the Company will upon request make available to the Buyer
particulars of the conditions upon which the Equipment has been supplied to the Company
provided that the Buyer shall be deemed to accept that it would be unreasonable for the
Company to undergo any greater liability in respect of the Equipment than can be enforced
by the Company against the Company's supplier.
(c) All other conditions warranties or
representations howsoever made or arising and whether implied by statute or otherwise and
whether made before at the time of or after the making of the Buyer's order are hereby
excluded.
5. All orders are subject to the Company's written
confirmation and acceptance.
6. Particulars contained in catalogues, quotations
and other documents are approximate only and the Company may correct clerical,
mathematical or technical errors therein at any time.
7. The price payable for the Equipment shall be that
shown in the Company's acceptance of order or invoice therefor and payment shall be made
within 30 days of the date of the invoice for the Equipment or the date of the delivery
thereof whichever is earlier.
8. (a) The property in the Equipment shall remain in
the Company until the price has been paid in full and any cheques in payment therefor
shall have been cleared by the Company's bankers.
(b) Copyright and property in all technical designs
and specifications produced by the Company shall remain in the Company.
9. (a) Wherever possible the Company shall meet the
delivery date agreed with the Buyer but time for delivery shall not be of the essence
(b) If delivery is delayed for any reason beyond the
control of the Company or by reason of any industrial dispute delivery shall take place as
soon as reasonably possible.
10. (a) The Company will repair or replace Equipment
damaged during transit or not delivered where carriage is arranged by the Company provided
written notice is given to the Company within three days of delivery in the case of damage
or shortage or within seven days of the delivery date in the case of non-delivery.
(b) The Company will replace or repair faulty
Equipment provided that written notice is given to the Company within seven days of
delivery save that the Company accepts no responsibility for faulty goods produced in
accordance with specifications provided by the Buyer where the fault arises from that
specification.
11. The Company will not be liable for any
consequential loss whatsoever resulting from damage to or non-delivery or late delivery of
the Equipment or any defect therein to the intent that the limit of the Company's
liability will be for the cost of the necessary repair or replacement of the Equipment.
12. The Company will not be responsible for
defective or faulty Equipment or impaired performance of Equipment where such defect
default or impaired performance arises from incorrect operating procedures or improper or
incorrect use in the part of the Buyer and the Company shall not be liable to repair or
replace equipment repaired or altered by the Buyer without the Company's consent.
13. This contract shall be subject to English Law
and any claim or dispute shall be within the exclusive jurisdiction of the English courts.
