Conditions
Our conditions of business form part of any contract. Any variation of these in any document of the customer shall be ineffective and inapplicable unless agreed in writing by us. No other contract (Terms and Conditions) shall override our own. Our Terms and Conditions of Sale are deemed final.
CATALOGUES
Information of any kind contained in the Sellers catalogues, price lists or other advertising literature is not guaranteed to be accurate and is intended merely to represent a general picture of the Sellers products and services and shall not form any part of any contract between the Seller and the Buyer. The Seller reserves the right to amend the specification of it's products and services and the Buyer is advised to check the specification set out in the Sellers quotation before placing his order.
RESERVATION OF TITLE
Until full payment has been received by the Company for all goods whatsoever supplied (and all services rendered) at any time by the Company to the Buyer:
a) Property in the goods shall remain in the Company
b) Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Company and the Company shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever in respect of such converted goods in relation to any third party, and the Buyer hereby indemnifies the Company in relation thereto.
c) Subject to (d) and (e) below, the Buyer shall be at liberty to sell the goods and the new products referred to in (b) above, in the ordinary course of business on the basis that the proceeds of the sale shall belong to the Company to whom the Buyer shall account:
d) The Company may at any time revoke the Buyers power of sale by notice to the Buyer, if the Buyer is in default in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied) or services rendered at any time by the Company to the Buyer or for any other reason whatsoever or if the Company has bona fide doubts as to the solvency of the Buyer:
e) The Buyer's power of sale shall automatically cease if a Receiver is appointed over any of the assets, or the undertaking of the Buyer or a winding up order is made against the Buyer, or the Buyer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or cause a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy or allows execution to be levied against it's or his goods:
f) Upon determination of the Buyer's power of sale under (d) or (e) above the Buyer shall place the goods and the new products at the disposal of the Company who shall be entitled using such force as is reasonably necessary, to enter upon any premises of the Buyer for the purpose of removing such goods and new products and to remove such goods and new products from the premises including severance from the realty where necessary)
DELIVERY
Dates or periods for delivery stated in the contract are only approximate and not essential terms unless specifically agreed in writing guaranteeing delivery dates. This risk in the Goods shall pass to the Buyer when the goods:
a) Leave the Company's premises in the charge of any employee or agent of the Buyer (which for this purpose shall be deemed to include a carrier other than the Company's own transport) or:
b) Are delivered to the Buyer by the Company
c) Where the goods are delivered by a carrier the Buyer should sign the carriers receipt note "goods received unexamined"
d) If the goods sent carriage forward are found to have been damaged a claim should be made against the carrier as in those circumstances the Company accepts no responsibility for loss or damage howsoever arising.
e) Where the Company pays carriage, any damage should be reported to the Company on the day the Goods are delivered. The carrier will not accept responsibility for damage unless a claim is made within three days of delivery. The responsibility of the Company in these circumstances is limited to effecting where practicable a claim on behalf of the Buyer against the carrier.
f) Where goods are delivered by the Company's own transport any damage to the goods should be reported to the Company in writing within 24 hours of delivery and if not so reported the Company will not be liable for any damage so found.
g) Where the goods are collected from the Company's premises by a Buyer the Buyer shall be responsible for examining the Goods before collection and under no circumstances shall the Company accept responsibility for any damage found after the goods have been received by the Buyer.
SEPARATE CONTRACTS
Each part delivery or instalment of the goods or services shall be deemed to be sold or provided under a separate contract.
CONSEQUENTIAL LOSS
The Company shall not be liable for loss of profit, damage to plant, or for any expenditure incurred on the goods supplied or on goods upon which services have been rendered or for any consequential or special loss or damage sustained by the Buyer by reason of any breach of the contract by the Company. The Buyer will indemnify the Company against such loss or damage arising from any unclear or indistinct or ambiguous instructions given by the Buyer.
SERVICES
Where in the case of services to be rendered by the Company upon goods belonging to the Buyer, the Buyer undertakes and warrants:
a) That the Buyer has a good title to the goods and that the Buyer will indemnify the Company against all claims whatsoever by any other person claiming an interest in such goods and
b) That the goods are free from any defect which would or could cause the services to be performed by the Company to be dangerous or harmful.
c) Where the contract is for the provision of a test and report upon goods, then such report will only be provided by the Company for the private and confidential and personal use and information of the Buyer and will not be capable of transfer.
SITE WORK
If the seller is required to work on the Buyers premises or premises of a third party then the Buyer will ensure that:-
a) Proper and safe storage facility for goods, materials, plant and equipment are provided free of charge. The Seller’s servants and agents have free and safe access to that part of the premises where the work is to be carried out. All services and facilities necessary to enable the work to be carried out are provided free of charge.
b) Any building work and the provision of services will be the Buyers responsibility.
c) The Buyer shall indemnify the Seller in full for any direct or consequential costs, charges, expenses, damage or losses the Seller incurs as a result of:- The Buyers failure to comply with any or all of the provisions of (a) and (b) of these conditions either at all or in sufficient time to permit the Seller to perform the Contract. Claims arising from damage or injury to persons or property unless such damage or injury shall be proven to have been caused solely by negligence of the Seller, its servants or agents.
d) The Buyer shall be responsible for obtaining planning and other necessary consents for any structural building work involved with site work.
e) The Seller will not be responsible for any statement made by its servants or agents whilst on site unless such statements are confirmed in writing by one of its Directors and submitted to the seller within 24 hours.
QUALITY
The Company shall not be liable for:
a) Any defects in the quality or state of the goods (except for discrepancy in weight) or any services rendered which would be apparent on a reasonable examination or for the goods being otherwise not in accordance with the Contract unless the Buyer shall have given to the Company within 14 days after the receipt of the goods a written notice specifying the matters complained of and the Company admitting such complaints after the Buyer has afforded to the Company a reasonable opportunity of inspecting the goods before they have been used, worked or sold.
b) Any defects in the quality or state of the goods which would not be apparent on a reasonable examination unless such defects shall have been discovered within 30 days after the receipt of the goods and the Buyers shall have given to the Company forthwith upon such a discovery a written notice specifying the matters complained of and the Company admitting such complaints after the Buyer has afforded to the Company a reasonable opportunity of inspecting the goods in their alleged defective state; or,
c) Any discrepancies in weight unless the Buyer shall have given to the Company a written notice within 14 days after the receipt of the goods and the Company admitting such discrepancies after the Buyer has afforded to the Company a reasonable opportunity to re-weigh thereof before such goods have been used, worked or sold.
Provided that the Buyer has complied with the conditions stated if the goods or any part of thereof are defective in quality or state or (save for discrepancy in weight) otherwise not in accordance with the contract then if the Company and the Buyer do not agree that the Buyer should accept the goods at an agreed value or that the goods should be made good at the Company's expense, the Company undertakes to accept a return of the relevant goods and at the
Company's option either to: -
Repay or allow the Buyer the invoice price thereof and any transport costs between the place of delivery and such place of return as shall be nominated by the Company borne by the Buyer; or:
This undertaking is given and shall be accepted by the Buyer in full and final settlement and discharge of all damages and losses howsoever, whatsoever and whenever sustained by the Buyer and in lieu of any other legal remedy whatsoever.
Any condition, warranty or statement as to the quality of the goods or the fitness for any purpose, whether expressed or implied by statute, custom of trade or otherwise, is hereby excluded unless expressed in writing by the Company signed by their authorised executive.
SPECIFICATION
Goods shall be supplied in accordance with the specification and sample approved by the customer provided that a tolerance not exceeding plus or minus 10% will be allowed in any dimension.
CANCELLATION
The cancellation by the Buyer of any order of part of an order will only be accepted if agreed by our Sales Department and a written confirmation is received by the Company within three days of notification of cancellation. Any non-stock items i.e. goods manufactured to specific dimensions may be subject to a charge relative to the work already carried out.
RETURNS
Any return of goods by the Buyer shall be confirmed in writing after agreement with the Company and again may be subject to a 20% handling charge.
TERMINATION
The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyer, or to suspend any further deliveries under any or every such contract in any of the following events:
a) If any unpaid debt is payable by the Buyer to the Company
b) If the Buyer has failed to provide any letter of credit, Bill of Exchange or any other security required by the contract provided that in such an event, the aforesaid rights of termination or suspension shall apply only in regard to the particular contract in respect of which the Buyer shall have so failed.
c) If the Buyer has failed to take delivery of any goods under any contract between them and the Company otherwise than in accordance with the Buyers contractual rights.
d) If the Buyer becomes insolvent or being a body corporate has passed a resolution for voluntary winding up (except where solely for the purpose of reconstruction or amalgamation) or has suffered an order of Court for their winding up to be made, or have had a Receiver appointed or have suspended payment of his or their debts in whole or in part or have proposed or entered into any composition or arrangement with his or their creditors or have a Receiving Order in bankruptcy made against him or them or allow distress to be levied against its, his or their goods: and e) If the Buyer is in breach of these conditions.
The Company shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and in the event of any such suspension the Company shall be entitled as a condition of resuming delivery and any contract between it and the Buyer to require prepayment of or such security as it may require for the payment of the price of any further delivery and to require the price for such goods to be upward revised if they consider necessary.
PRICE AND PAYMENT
Unless the contract provides expressly otherwise, the price payable by the Buyer for each delivery shall be the Company's ruling price at date of despatch. Unless otherwise expressly stated in the contract, the price of such delivery shall be paid in full and received by the Company by the last day of the month following the month in which the goods or services were invoiced. Interest and administration charges may be charged if payment is not received by the due date. Value added tax will be added to the price at the prevailing rate. Prices quoted are the Company's
EX WORKS
prices and where the Company agrees to arrange for the Goods to be sent to the Buyer the Buyer shall be responsible for the costs of loading carriage and unloading.
SET OFF AND COUNTERCLAIM
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right to set-off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
GOODS SUPPLIED ON HIRE
Conditions of Hire are available on request.
INSPECTION AND TEST
Customers property in our possession for whatever reason including inspection, repair and test will be held at the customers risk. We shall be under no liability for any loss or damage however arising, resulting from the use, processing or conversion of the goods whether they be tested or not and the Buyer will indemnify us in respect of any claim by a third party for loss or damage resulting in the aforesaid. No servant or agent of LIFTING GEAR DIRECT LTD or its subsidiaries is authorised to make any representation or agreement or give any warranty inconsistent with anything set out in the foregoing paragraphs and no such agreement, representation or warranty whether such agreement, representation or warranty is in writing or otherwise, shall be binding on LIFTING GEAR DIRECT LTD or it's subsidiaries.
HEALTH & SAFETY
The attention of the Buyer is drawn to the provisions of legislation and statutory regulations relating to Health & Safety at Work. The Seller will make available on request one copy of any documents which it may have which the Buyer reasonably requires relating to the design, construction and installation of its products to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used. The Buyer shall ensure that such documents are made available to any person who should have knowledge thereof.
ERRORS
The Seller reserves the right to correct any clerical or typographical errors made by its servants or agents at any time.
LAW OF THE CONTRACT – JURISDICTION AND ARBITRATION
These conditions and the Contract shall be subject to and construed in accordance with English Law and the Company and the Buyer hereby submit to the exclusive jurisdiction of the English Courts and all disputes which may arise under, out of or in connection with or in relation to the Contract (other than relating to the payment of any money due from the Buyer to the Company) and which the Company and the Buyer cannot settle amicably shall be submitted to the arbitration of the London Court of Arbitration under and in accordance with its rules from time to time in force.
The Heading to each of the above Conditions is intended only to be of some practical assistance to the Buyer as to the subject matter of the Condition to which it relates and is not to be construed as part of the Contract.