1. These standard conditions apply to and are deemed to be incorporated in all contracts for the sale of equipment or the supply and services of all work carried out for you by us. No addition, variation, or waiver of these conditions has any legal effect, except as specifically agreed by us in writing. These conditions shall prevail over any terms and conditions stipulated by you. References to you include if the context so permits, your agents or subcontractors.
2. Prices quote remain valid for 30 days unless otherwise specified.
3. For customised equipment or work the quoted price is an estimate and will be increased for increases in the cost of transport, labour, materials, or any other costs of supply, or of execution of the contract arising between the time of the quotation and the time of supply.
4. The contract will be conditional on us or the manufacturer procuring any export licence required for the export of the goods from the country of manufacture prior to the date of supply.
5. No obligation will be binding onus unless and until accepted by us in writing. Acceptance will be advised within 30 days of receipt of order. No acceptance may be deemed in the absence of advice.
6. An order for customised equipment will not be accepted unless it is accompanied by sufficient information to enable us to proceed forthwith.
7. Prices quoted are exclusive of Value Added Tax and other applicable taxes which will be charged at the rates ruling at the time of supply.
Inspection and testing:
8. All equipment is inspected by us before supply and tested where appropriate. An additional charge will be made for tests or trial runs carried out at your request. In the event that you do not attend the tests, after 14 days notice, we will perform the tests and the equipment may be deemed accepted in your absence. Test reports will be provided if required.
9. We will endeavour to supply the equipment within the time specified and in any event within a reasonable period.
10. Equipment will be supplied as available, unless you specifically request one consignment at the time of order.
11. Risk of damage to of loss of equipment shall pass to you on collection, whether by you or a carrier.
12. All equipment supplied will be deemed accepted unless you notify us that it is not in compliance with the contract or specification. Any discrepancy or damage to equipment delivered must be notified promptly to us and to any carrier. You must keep damaged goods and packaging for our inspection and/or the carrier’s inspection.
13. If equipment is to be transported overseas, you must obtain at your own expense, any import licence required for the country into which the equipment is to be imported.
14. If agreed, our subcontractors or we will provide installation or commissioning services for the equipment, for a period and at an amount plus expenses, as agreed.
15. If the contract involves the installation of equipment, you will be responsible for obtaining all necessary consents and licences and supplying us with all necessary information and drawings and shall provide at your own expense such ancillary services and facilities as we may reasonably require including equipment is not included unless otherwise agreed.
16. You are responsible for undertaking any necessary preparatory work to our specification. If we are not satisfied with preparatory work and it is not redeemed within 14 days of notice, we reserve the right to charged for costs raised by delay or to cancel the contract and charge you for all costs and expenses incurred.
17. If the equipment is not installed or we cannot attend for commissioning within 75 days of supply through no fault of our own, of if you make earlier commercial use of the equipment, the equipment shall be deemed to have been accepted by you and any outstanding payment shall be due from you.
18. You will ensure safe and adequate access to your site for us and our employees and subcontractors and will be responsible for the safe custody of all equipment materials and other property left on site by us in the course of installation.
19. Full payment must be made to us within 30 days of the date of invoice, unless otherwise agreed. Invoice will normally be dispatched on the date of supply or on the date on which you become responsible for the risk of loss or damage for uncollected equipment. In the case of new customers, payment must be made in full in advance of shipping for a proforma invoice basis. In the case of high-value orders, stage-payment terms will apply. Stage payment terms will be agreed prior to purchase order being accepted.
20. If any payment is overdue, unless you provide reasonable and acceptable assurances without delay, we shall be entitled without prejudice to any other right or remedy to suspend all further deliveries to you on any contract without notice and/or to charge interest on any amount overdue at the applicable statutory interest rate.
Retention of Title:
21. Equipment shall remain our property until you have made full and unconditional payment to us of all sums due.
22. Until payment in full by you, the equipment shall be held for us and will be kept readily identifiable as our property.
23. If payment becomes overdue or on the occurrence of any termination event, we may, where permitted by law and after giving notice to you enter upon any premises in your control where we reasonably believe our equipment to be, or otherwise take action for the purpose of recovering our equipment.
24. All drawings, descriptive matter, technical specification, capacities, performance rates, descriptions and any other particulars given in respect of any item of equipment (whether in catalogue or advertisements or accompanying or referred to in the quotation) are stated by us in good faith based on our experience as being correct within acceptable tolerances, but are not binding in detail and do not form part of the contract unless stated to do so in the quotation. In the absence of any special arrangements to the contrary, it is your responsibility to ensure that the equipment ordered is sufficient and suitable for your purpose.
Patents, Design Rights etc:
25. Any know-how, technical information drawings, specifications or documents supplied by us in connection with this contract shall be kept confidential by you and shall not be disclosed to any third party or used for any purpose other than for the purpose of this contract without our prior consent unless and until the same is or becomes public knowledge.
26. Our trademarks and names and our associated companies shall not be used otherwise than as applied by us to equipment supplied under this contract.
27. We undertake to repair at our option, or to arrange replacement or repair by our representative, of any equipment supplied to or work carried out for you if a defect in materials or workmanship arises under conditions of normal and proper use and maintenance (Fair wear and tear excepted) provided that:
27.1. The equipment was purchased and used for a purpose for which it was suitable, was operated and maintained in accordance with the operating instructions, and was not used in a way which was unsuitable.
27.2. The claim is first notified promptly in writing to us.
27.3. The defect occurs within twelve months from the date of dispatch of the equipment or completion of work carried out.
27.4. The equipment has not been repaired or modified by anyone other than us at our direction.
27.5. In the case of equipment not of our own manufacture, unless otherwise required by law, our responsibility shall be limited to passing on to you the benefit of any guarantee or warranty given to us by the manufacturer of such equipment or part.
27.6. In the case of a claim in respect of work carried out on site, our liability shall be limited to replacing defective materials and to remedying defects caused by our default or negligence and, in either case, arising within six months of completion.
27.7. The defect does not arise from your design, specifications or instructions.
27.8. You have paid the contract price for the equipment in full.
28. Failing satisfactory repair or replacement, we may satisfy our liability under this clause by reducing the purchase price or refunding the purchase price and retaking the equipment.
29. In accordance with applicable regulations, we have ensured that our equipment has been designed and manufactured so as to be safe and without risks to health when properly installed and used in accordance with the operating instructions. You must ensure that persons who use, maintain or otherwise handle equipment supplied by us receive adequate training and safety literature. Safety literature will be supplied by us free of charge, and may be photocopied by you as required.
Liability and Exclusions:
30. Except in the case of our gross negligence or intentional misconduct, our liability to you in the event of material default, whether in negligence or otherwise, for typical and forcible direct physical damage arising out of or in connection with the contract shall be subject to an overall limit equal to the amount received by us from you under the contract.
31. Nothing in these conditions shall restrict our liability for personal injury or death caused by negligence of us or our employees.
32. Except as otherwise provided, neither we nor our employees, agents or subcontractors, shall have any liability to you in connection with this contract, or the supply of equipment or it’s use or non-performance, whether for negligence, breach of contract or statutory duty, or otherwise and we accept no liability for loss of market, whether direct or any indirect or consequential loss or damage whatsoever.
33. You accept that the warranties and conditions set out in these conditions apply to this contract in flow of all warranties and conditions of quality or fitness for purpose implied into a contract by common law or statute, and any such implied terms and conditions hereby expressly excluded to the extent permitted by law.
34. No statements representations made or information supplied by us form any part of this contract unless specifically incorporated.
35. Without prejudice to any other terms hereof we shall not be liable for any failure to fulfil our obligations under this contract, if the carrying out of any obligation is hindered or prevented by any event or circumstance beyond our reasonable control, or without prejudice to the generality of the foregoing strike, lock-out or industrial dispute or failure or breakdown of plant, supplies, transport or equipment. If the supply of equipment or completion of any work should be delayed for more than six months you will be entitled to cancel the contract or the remainder thereof or payment of a reasonable sum for part performance, but shall not be entitled to any other damages or compensation whatsoever.
36. You will indemnify us against any loss or damaged suffered by us in relation to claims in respect of this supply made by third parties against us, our employees, agents or subcontractors, which exceed the limit on our liability as set out in this contract, except to the extent caused by our own negligence. If by arrangement with you, our equipment of services are supplied to any person who is not a party to the contract, you will indemnify us and hold us harmless if any claims or losses incurred as a result exceed our liability under this contract.
37. We accept no liability for delays in supply unless specifically agreed in writing.
38. If we arrange transportation for you in the event of loss or damage to equipment, whether or not caused by the negligence of us or our carrier or any other person, our liability shall be limited to passing on to you the benafit of insurance.
39. We will not be liable for discrepancies or damage to equipment supplied, unless notification, confirmed in writing, is received by us within 7 days of supply or, in the case of defects not discoverable at the time of supply, within 7 days of discovery.
40. You will indemnify us against any loss or injury suffered by us or our employees, agents or subcontractors on your site exept to the extent caused by our own negligence.
41. From supply until full payment by you, you will be responsible for and shall indemnify us against all loss of or damage to the equipment from whatsoever cause occurring.
42. We give no warranty that any particular use of any equipment or any technique employed is free of patent or other intellectual property restrictions. Any advice given by us in relation thereto is given without liability on our part.
43. If we supply equipment with variations to meet your special requirements, or to your own specification, or if we process your own equipment, goods or materials, you will accept full liability in respect of infringement of patents or other intellectual property rights and agree to indemnify us against all claims, losses or costs arising therefrom.
44. You may not cancel the contract or any part thereof except by giving written notice which must be acknowledged by us. On cancellation you will be liable for the costs of all work done and material purchased or provided up to the time of cancellation plus a charge for overheads and loss of profit, unless we have failed to supply the equipment within a reasonable period.
45. If you commit any act of bankruptcy or, being a company have a receiver appointed or an administration order made against you or go into liquidation or if a similar event occurs under applicable insolvency laws (except for the purpose of reconstruction or amalgamations, then all sums due hereunder shall immediately become due and payable and we may, notwithstanding any previous waiver, terminate this contract forthwith by written notice, but without prejudice to any prior right of either party.
46. We may terminate this contract on 7 days prior written notice to you in the event of a failure by you to comply with any material provision of this contract, if the failure continues for more than 14 days after you have been given written notice of it.
47. The contract and these conditions are governed by the law of the jurisdiction and district in which our company is registered.