MACHINE TOOLS -
STANDARD TERMS AND CONDITIONS OF SALE
1 DEFINITIONS
In these
conditions the following words will have the following meanings:-
"the Seller"
shall mean Millbrook Precision Engineering Limited trading as
MillbrookMachineTools.co.uk
"the Goods" shall
mean all or any of the products which are the subject of a contract
between the Seller and the Buyer.
"the Buyer" shall
mean the person who buys or who agrees to buy the Goods.
2
GENERAL
Subject to any special conditions agreed to in writing by the Seller
these conditions only shall apply to and govern all
contracts for the sale and supply of Goods and all other written,
printed or standard terms are hereby excluded. Any written
acceptance of the Seller's quotation for the Goods (unless clearly
stated on its face to be a counter-offer) or delivery of the Goods
shall be unconditional acceptance of these conditions. A quotation
is open for a period of 30 days only from the date thereof provided
that the Seller has not previously withdrawn it. Any offer made by
the Buyer orally must be confirmed in writing. All descriptive and
forwarding specifications, drawings and particulars of weights and
dimensions submitted with the quotation and approximate only and the
descriptions and illustrations contained in catalogues, price lists,
and other advertisement matter are intended merely to present a
general idea of the Goods described therein, and none of these shall
form part of the contract.
3
CANCELLATION OF ORDER BY BUYER
Any order may be
revoked after acceptance only with the Seller's written consent
provided that the Buyer shall indemnify the Seller against all loss
and expense.
4
PRICES
All prices
charges are those ruling at the time of delivery. Prices are
exclusive of V.A.T., which shall be charged at the rate ruling at
the date of supply.
5
PAYMENT
Save where agreed
otherwise in writing. Payment terms are as stated in the Seller's
offers and quotations. The Seller reserves the right to charge
interest at the rate of 2% per month on all overdue accounts, such
interest being deemed to accrue from day to day.
6
DELIVERY
All dates quoted
for delivery or for collection, as the case may be, are given in
good faith, but are estimates only. The Seller shall not be liable
for any loss whatsoever or however arising, caused by its late
delivery or by its failure to make the Goods ready for collection on
the due date, time in this respect not being of the essence.
7
FAILURE TO ARRANGE COLLECTION AND TRANSPORT
If for any reason
the Buyer is unable to accept delivery of the Goods at the time when
the Goods are due and ready for delivery, the Seller shall, if its
storage facilities permit, store the Goods and take all reasonable
steps to prevent their deterioration until their actual delivery and
the Buyer shall be liable to the Seller for the reasonable cost
(including insurance) of its so doing. This provision shall be in
addition to, not in substitution of, any other payment or damage for
which the Buyer may become liable in respect of his failure to take
delivery at the appropriate date.
8
RISK AND THE PASSING OF PROPERTY
Risk in the Goods
shall pass to the Buyer when the Goods are delivered to, or
collected by, the Buyer or its agent. Notwithstanding the risk
passing, full legal and beneficial title to the Goods shall only
pass to the Buyer when they have been paid for in full. Until then,
the Buyer shall hold the Goods as bailee for the Seller and if the
Buyer sells the Goods before payment in full has been made any sale
proceeds shall be held by the Buyer as for the Seller. The Seller
further reserves the right to repossess any Goods in respect of
which payment is overdue and the buyer shall co-operate in event of
the Seller notifying it of its intentions to repossess.
9
LIEN
In addition to
any right of lien to which the Seller may by law be entitled the
Seller shall (in the event of the Buyer's insolvency) be entitled to
a general lien on all Goods of the Buyer in the Seller's possession
(although such goods or some of them may have been paid for) for the
unpaid price of any other Goods sold and delivered to the Buyer by
the Seller under the same or any other contract.
10
INSTALLATION
(a)
When the Goods require installation the Buyer shall be responsible
for the same at his own expense.
(b)
The Seller will instruct the Buyer and/or his employees in the
assembling and use of the Goods supplied and the Seller will allow
the Seller's erector/demonstrator to remain until the
erector/demonstrator is satisfied that the Buyer and/or his
employees can properly operate the same and a satisfaction note to
this effect has been signed by the Buyer. These services shall be
charged for at the standard rates.
(c)
Any surplus fittings or materials shall remain the property of the
Seller and be returned to the Seller.
11
PERFORMANCE
The figures given
for performance are based upon the Seller's experience, and are such
as the Seller expects to obtain on test, but the Seller will only
accept liability for failure to obtain the figures given when the
Seller guarantees such figures within specified margins. The Buyer
shall assume responsibility for the capacity and performance of the
Goods being sufficient and suitable for its purpose.
12
ASSISTANCE TO BUYERS
The Seller is
willing to give Buyers the benefit of its experience as to material
and/or design, but subject to the condition that no warranty is to
be implied and no liability is undertaken by the Seller beyond that
expressly set out in paragraph 13(a) hereof.
13
GUARANTEE
(a)
The Seller will either repair or replace free of charge or remove
and refund any purchase money paid, at its option, any Goods proved
to its satisfaction to be of faulty material, workmanship or design
during the course of the first 2200 hours working time or within 12
calendar months of the date of delivery to the Buyer's premises,
whichever is the earlier, provided that the Buyer has notified the
Seller in writing of any such fault arising within that Period.
Parts supplied free of charge by the Seller under guarantee will
also be fitted free of charge provided reasonable assistance is
given to the Seller's Service Engineer as regards unskilled labour,
use of lifting facilities and power. On free replacement original
parts become the property of the Seller.
(b)
This guarantee shall not apply:-
(i) to the repair or
replacement of expendable items such as fuses, grinding wheels,
cutters and the like.
(ii) if the problem is
the result of fair wear and tear consistent with the application.
(iii)
if there is any unauthorised interference with the Goods or the
Goods are used beyond their rated capacity or are misused in any
other respect.
(iv) if
the Buyer permits persons other than the Seller or those approved or
authorised by the Seller to effect any replacement parts,
maintenance, adjustment or repairs to the goods.
(v) if the Seller's representatives are denied full and
free right of access to the Goods.
(vi) if
the Buyer has not properly installed or maintained the Goods in
accordance with instructions, pamphlets or directions given or
issued by the Seller from time to time.
(vii) if
the Buyer used any spare parts or replacements not manufactured by
or on behalf of the Seller and supplied by it or fails to follow the
Seller's instructions for the use of the same.
viii) if the Buyer has not paid in full all invoices for
the Goods.
(c)
This guarantee is not transferable without the Seller's written
consent.
14
SELLERS RIGHT TO TERMINATE
The Seller shall
have the right (without prejudice to any of its other rights against
the Buyer) by notice in writing to the Buyer to terminate any
contract between the Seller and the Buyer or to suspend delivery of
the Goods or completion of an installation or any work in the
following circumstances:-
(a) If any sum owing by the Buyer to the Seller is
overdue whether under the same or any other contract, or
(b) if the Buyer is in breach of the same or any other
contract with the Seller, or
(c) if
the Buyer enters into any composition or arrangement with or for the
benefit of its creditors or commits any act of bankruptcy or if any
petition or receiving order in bankruptcy is made against the Buyer
or if any resolution or petition to wind up the Buyer be passed or
represented (otherwise than for reconstruction or amalgamation) or
if a receiver of its undertaking, property or assets or any part
thereof is appointed.
15
LIABILITY
(a) Save as set out in Condition 13 hereof:
(i)
No
other warranties or conditions express or implied, statutory or
otherwise, shall apply hereto or to any contract between the Seller
and the Buyer save where the Buyer is a consumer when Sections 13,
14 and 15 of the Sale of Goods Act 1979 shall operate, and
(ii)
except in the case of death or personal injury caused by the
Seller's proven negligence the Seller excludes all liability of
whatsoever nature and howsoever arising in connection with the
Goods.
(b) In
no circumstances whatsoever, shall the Seller be under any liability
for indirect or consequential loss or damage howsoever arising, save
for death or personal injury caused by its proven negligence.
(c)
Save as provided in Condition 13 (1) hereof, the Seller shall not be
liable to give credit to the Buyer for any returned Goods.
16
FORCE MAJEURE
The Seller shall
be under no liability if it is prevented from carrying out any
provision of the contract for any reason beyond its control
including (but not limited to Act of God, legislation, war, fire,
drought, failure of power supply, lockout, strike or any other
action taken by employees in contemplation or furtherance of a trade
dispute or owing to any inability to procure products or materials
required for the performance of the contract and in any such
circumstances the Seller shall be entitled (without prejudice to any
of its other rights) at its discretion by notice in writing to the
Buyer to terminate the contract or to impose such variation in the
contract as may be in the Seller's opinion be necessary.
17
SUB-CONTRACTING
The Seller reserves the right to sub-contract the fulfilment of the
order (including any installation) or any part thereof.
18
EFFECT OF FORBEARANCE
No forbearance or
indulgence by the Seller shown or granted to the Buyer whether in
respect of these terms of business or otherwise, shall in any way
affect of prejudice the rights of the Seller against the Buyer or be
taken as a waiver of any of these terms of business.
19
NOTICES
Any notice to be
given hereunder shall be in writing and shall be deemed to have been
duly given if sent or delivered to the party concerned at its
Registered Office or such other address as that party may from time
to time notify in writing and shall be deemed to have been served,
if sent by post, 48 hours after posting.
20
ASSIGNMENT
Neither party
shall assign or transfer or purport to assign or transfer the
contract or the benefits thereof to any other person without the
prior written consent of the other.
21
PROPER LAW AND JURISDICTION
The contract
shall be governed by and construed in accordance with English law
and all disputes arising in connection with the contract shall be
submitted to the jurisdiction of the English Courts.
22
HEADINGS
The headings of these conditions are for convenience only and shall
have no effect on the interpretation thereof. |
