All quotations acceptances and orders submitted by or to and all contracts made with Sapcote Engineering Ltd (hereinafter referred to as ”the Seller”) shall be upon and subject to the following terms and conditions save in so far as specifically amended or added to by the Seller in writing upon or annexed to a copy thereof.
Unless previously withdrawn the Seller’s tender is open for acceptance for the period stated therein or when no period is so stated within thirty days only after its date.
Prices quoted are based upon costs prevailing at the date of the quotation and the Seller reserves the right to vary such prices at any time by the amount of any increase or decrease in the cost of labour materials and transport or any relevant currency fluctuations after that date. All prices are ex-works unless otherwise stated.
The acceptance of the Seller’s tender must be accompanied by sufficient information to enable the Seller to proceed with the order forthwith otherwise the Seller is to be at liberty to amend the tender price to cover any increase which has taken place after acceptance.
Unless expressly agreed to the contrary all accounts shall be paid net within 30 days from the date of invoice. All cheques and money orders should be made payable to the Seller namely Sapcote Engineering Ltd. The Seller reserves the right to charge interest at 1% above the base lending rate of NatWest Bank Ltd for the period that accounts are overdue for payment. In the event of the amount being passed to the Seller’s agents for collection the charges incurred will be added. In no case will the property of any of the goods pass to the Buyer until payment of the full contract price has been made to the Seller. So long as any payment under this contract is overdue the Seller reserves the right to withhold or suspend performance of any contractual obligation.
Any times quoted for despatch or delivery are to date from the receipt by the Seller or any written order to proceed and all necessary information and drawings to enable the Seller to put the work in hand. The time for despatch or delivery shall be extended by a reasonable period if caused by a lack of instructions/information from the Buyer or by industrial dispute or by any cause beyond the Seller’s reasonable control.
The Seller shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide and any express provision as to instalments in the contract shall be in addition to and not in derogation of this right.
GOODS LOST OR DAMAGED IN TRANSIT
Unless the Seller receives a complaint in writing within 3 days of the receipt by the Buyer of the goods the goods shall be deemed to be undamaged and in a good condition and of the quantity and description invoiced or in the case of non-delivery within such time from the date of the despatch as shall enable the Seller to make a reasonable claim on the carrier.
All descriptive and forwarding specifications drawings and particulars of weight and dimensions submitted with the Seller’s tender are approximate only and are intended merely to present a general idea of the goods or services.
If the Seller shall be directly or indirectly prevented from or delayed in performing the contract by strikes, lock-outs, riots, military or usurped power, war, blockade, fire, ice, government action or any other course not within the Seller’s control then either the time for delivery shall be extended for a period equivalent to the duration of the prevention of delay or the Seller may at its option at any time before the time stated in the contract for delivery (or if no time is stated before the cessation of the delaying or preventing cause) determine the contract complete.
If the Seller does not receive forwarding instructions sufficient to enable it to despatch the goods within 14 days after the date of notification that they are ready for despatch the Buyer shall take delivery or arrange for storage. If the Buyer does not take delivery or arrange for storage the Seller shall be entitled to arrange storage either at his own works or elsewhere on behalf of the Buyer and all charges for storage insurance or demurrage shall be payable by the Buyer.
The Seller will make good by repair or at his option by the supply of a replacement defects which under proper use appear in the goods within a period of three calendar months after the goods have been delivered and arise solely from faulty design (other than a design made furnished or specified by the Buyer for which the Seller has disclaimed responsibility in writing) materials or workmanship provided always that defective parts have been returned to the Seller if so required. The Seller shall refund the cost of carriage on such returned parts and the repaired or new parts will be delivered free of charge.
EXCLUSION OF LIABLITY
Any warranties given by the Seller in these Conditions of Sale are in lieu of all other warranties or conditions express or implied by Common Law or statute and the Seller shall not be liable to the Buyer for any consequential damage or loss of whatsoever nature resulting from defects in material or workmanship (except as herein provided) or from any other breach of this contract by the Seller, whatsoever with the exception of damage or loss caused through death or personal injury resulting from negligence of the Seller in the manufacture supply or repair of the goods.
GOODS NOT OF THE SELLER’S MANUFACTURE
In respect of goods not of the Seller’s manufacture the Seller will give the Buyer a guarantee equivalent (if any) which the Seller may have received from the Supplier of such goods in respect thereof but not so as to impose on the Seller in respect of such goods a liability greater than those contained in these Conditions of Sale.
Quotations for repair work are made on the basis of a preliminary examination of the goods to be repaired. To ensure a satisfactory repair it is frequently necessary to replace parts which on first inspection appear to be re-usable and/or to carry out additional work to that originally quoted for the Seller therefore reserves the right to invoice repair work on the basis of ascertained costs. If following receipt of a quotation for the repair of goods the Buyer decides not to proceed the Seller reserves the right to charge for dismantling and installation. If within twenty-one days from receipt of a quotation for the repair of goods the Buyer does not give any instructions the Seller will not therefore accept any liability for loss of or damage to any of the Buyer’s property remaining in its hands.
The Seller shall not be liable in any event for loss of profits revenue interest loss by reason of shutdown or non-operation increased expense of operation of the equipment loss of power system cost of purchased or replacement power or claims of Buyer or the Buyer’s customers or consequential damages arising out of this contract or any breach thereof of any defect in or failure of or malfunction of the apparatus furnished.
In the event of any claim being made or action being brought against the Buyer in respect of infringement of patents by the manufactured supply or sale by the Seller or goods supplied to the Buyer being goods manufactured according to the designs and specifications of the Seller the Buyer shall notify the Seller immediately of any such claim being made or action being brought and the Seller shall be at liberty with the assistance of the Buyer if required but at the Seller’s expense to conduct all negotiations for the settlement of the same or any litigation that may arise therefrom. The Buyer shall indemnify the Seller against all costs claims expenses damages charges or liability whatsoever in respect of or arising from any claim for infringement of any patent trademark or registered design relating to any product supplied to the design of the Buyer or following the instructions of the Buyer.
INTENTION TO CONFORM TO LAW
The Seller and the Buyer hereby agree that it is the intention of neither party to violate any public policy statutory or Common Law that if any sentence paragraph clause or combination thereof is in violation of any National or European Economic Community Law the same shall not be of effect but shall be divisible from the remainder of the Contract which shall remain binding on the parties thereto.
If at any time any question dispute or difference whatsoever shall arise between the Buyer and the Seller upon in relation to or in connection with the contract either of them may give to the other notice in writing of the existence of such question dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon or failing agreement within 14 days of receipt of such notice of some person appointed by the local Chamber of Commerce. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950 to 1979 or any statutory modification or re-enactment thereof.
Unless otherwise agreed in writing contracts shall in all respects be construed and operate as an English contract and in conformity with English Law.