| 1. DEFINITIONS |
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| the Company' means Bell Flow Systems Ltd and where
relevant includes companies within the same group of companies as Bell Flow
Systems Ltd. |
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| 'the Goods' means the goods or any part thereof supplied
by the Company and where relevant includes: work carried out by the Company
on items supplied by the Purchaser; services supplied by the Company; and
software supplied by the Company. |
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| 'the Purchaser' means the person or organisation who
buys or has agreed to buy the Goods. |
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| 'the Price' means the Price of the Goods and any other
charges incurred by the Company in the supply of the Goods. |
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| 'the Contract' means the quotation, these Conditions
of Sale and any other document incorporated in a contract between the Company
and the Purchaser. |
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| This is the entire Contract between the parties relating
to the subject matter hereof and may not be changed or terminated except
in writing in accordance with the provisions of this Contract. A reference
to the consent, acknowledgement, authority or agreement of the Company means
in writing and only by a director of the Company. |
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| 2. GENERAL |
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| (a) No contract is made with the Company until there
has been an acceptance by the Company of an order placed by the Purchaser
or the Company commences work on the order. |
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| (b) The terms and conditions herein contained shall
apply to the Contract and no terms or conditions stipulated by the Purchaser
nor any other variation shall have effect unless agreed in writing by the
Company. |
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| (c) All brochures, catalogues, price lists, samples,
particulars of dimensions and other advertising or descriptive material
submitted to the Purchaser are intended to be approximate only and to give
a general impression of the Goods. Unless expressly incorporated the same
shall not form part of the Contract. The Company reserves the right to make
alterations to the design specification or construction of the Goods without
prior notification to the Purchaser. |
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| (d) The Purchaser shall be responsible for complying
with any legislation or regulations (of the United Kingdom or any other
country) governing the export and import of the Goods into the country of
destination (and any other country through which the Goods pass in transit)
and for the payment of any duties thereon. The Purchaser shall fully indemnify
the Company against any fines, penalties, costs, claims, damages, losses
and expenses suffered by the Company as a result of the Purchaser failing
to comply with this Clause 2(d). |
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| (e) If the Goods are to be manufactured or any process
is to be applied to the Goods by the Company in accordance with a specification
submitted by the Purchaser, the Purchaser shall indemnify the Company against
all loss, damages, costs and expenses awarded against or incurred by the
Company in connection with or paid or agreed to be paid by the Company in
settlement of any claim for infringement of any patent, copyright, design,
trade mark or other industrial or intellectual property rights of any other
person which results from the Company's use of the Purchaser's specification. |
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| (f) The Company reserves the right to make any changes
in the specification of the Goods which are required to conform with any
applicable safety or other statutory requirements or, where the Goods are
to be supplied to specification, which do not materially affect their quality
or performance. |
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| (g) If any property of whatsoever nature of the Purchaser
is used in connection with the Goods (whether for the purpose of manufacture,
display or any other reason) the Purchaser shall indemnify the Company for
any loss or claim suffered by the Company as a result of using such property.
If such property has not been removed within three months from the date
on which the price becomes payable, the Company reserves the right to charge
a storage fee. |
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| 3. PRICE |
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| (a) Unless otherwise stated, the Price does not include
the cost of delivery or packaging. |
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| (b) Where applicable VAT will be levied at the rate
prevailing at the time of invoice. |
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| (c) The Price is based on current costs at the date
of the Contract. The Company reserves the right, at any time prior to the
delivery of the Goods, to adjust the Price to take account of any increase
in the costs to it of material labour or services or any currency fluctuations
or changes in import duty which increase the costs to it of goods imported
into the United Kingdom. |
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| 4. PAYMENT |
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| (a) Unless otherwise specified on the quotation or
order acknowledgement, payment in full of the Price must be made within
thirty days from the date of invoice, in default of which interest may be
charged by the Company at a rate of 2% per month. |
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| (b) Should payments not be made in accordance with
(a) and the Company deems it necessary to pass the debt to a debt collection
agency or to its solicitors, all sums on any account owed by the Purchaser
will become immediately due for payment, and the Purchaser will be liable
for all costs incurred, in addition to the outstanding account. |
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| 5. DELIVERY |
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| (a) Any times quoted for delivery are estimates only
and the Company shall not be liable for the consequence of any failure to
deliver within the time quoted. |
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| (b) Delivery of the Goods to a carrier for transmission
to the Purchaser or the prior delivery of the Goods to the stipulated place
of delivery shall constitute delivery to the Purchaser and the risk therein
shall, upon such delivery, pass to the Purchaser. Section 32(2) and (3)
of the Sale of Goods Act 1979 as amended shall not apply. |
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| (c) Orders may not be cancelled on the grounds of
any delay in delivery except by mutual agreement. |
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| (d) The Company does not accept any liability for
non-arrival of deliveries or for shortages or for goods damaged in transit
arranged by the Company unless notified to them with full particulars within
two days of receipt of the Goods or, (in the case of non-arrival of a delivery)
within two days of receipt of the invoice. The Purchaser's signature to
a delivery note from the Company's carrier shall be prima facie evidence
of delivery in good condition of the correct quantity of Goods. The consignment
and wrappings must be retained for inspection by the Company if there is
any claim for shortage or damage on delivery. |
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| (e) Unless otherwise agreed in writing, the Company
shall be entitled to make partial deliveries or deliveries by instalments
and the terms and conditions herein contained shall apply to each partial
delivery. |
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| (f) The Purchaser shall not delay any requested delivery
times stated in the Contract without the prior written agreement of the
Company. |
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| 6. TRANSFER OF PROPERTY |
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| (a) The property of all Goods sold to the Purchaser
shall remain in the Company until the Company has received payment in full
for all the Goods and for all other sums owing to the Company under any
other contract between the Company and the Purchaser for which payment is
still outstanding. |
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| (b) So long as the property in the Goods remains in
the Company, the Company shall have the right, without prejudice to the
obligation of the Purchaser to purchase the Goods, to retake possession
of the Goods (and for that purpose to go on any premises occupied by the
Purchaser). The Company may resell the Goods once they have been repossessed
under this clause. |
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| (c) Nothing in this condition shall confer any right
upon the Purchaser to return the Goods sold hereunder. The Company may maintain
an action for the price notwithstanding that property in the Goods may not
have passed to the Purchaser and notwithstanding that the Goods have been
repossessed. |
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| (d) Where the Goods are attached to other equipment
of the Customer, the Customer agrees that the Goods nevertheless remain
as chattels, severable from that other equipment. In particular sensors
and instrumentation supplied for fitment into plant and/or systems do not
lose their separate identity by being fitted into plant and/or systems and
may be removed by the Company when enforcing this clause 6. |
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| (e) In respect of computer software supplied to the
Purchaser, the property in the software and the copyright in the software
remains with the Company. In purchasing the Goods, the Purchaser is granted
a non-exclusive non-transferable licence to use the software only on the
equipment supplied by the Company with the software. |
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| 7. WARRANTY AND LIABILITY-
IMPORTANT: THE PURCHASER IS ADVISED TO READ THIS CLAUSE |
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| (a) The Company agrees to repair or (at its discretion)
replace Goods which are found to be defective (fair wear and tear excepted)
and which are returned to the Company within 12 months of the date of despatch
provided that each of the following are satisfied: |
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| (i) notification of any defect is given to the Company
immediately upon its becoming apparent to the Purchaser; |
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| (ii) the Goods have only been operated under normal
operating conditions and have only been subject to normal use (and in particular
the Goods must have been correctly connected and must not have been subject
to high voltage or to ionising radiation and must not have been used contrary
to the Company's technical recommendations); |
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| (iii) the Goods are returned to the Company's premises
at the Purchaser's expense; |
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| (iv) any Goods or parts of Goods replaced shall become
the property of the Company; |
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| (v) no work whatsoever (other than normal and proper
maintenance) has been carried out to the Goods or any part of the Goods
without the Company's prior written consent; |
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| (vi) the defect has not arisen from a design made,
furnished or specified by the Purchaser; |
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| (vii) the Goods have been assembled or incorporated
into other goods only in accordance with any instructions issued by the
Company; |
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| (viii) the defect has not arisen from a design modified
by the Purchaser; |
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| (ix) the defect has not arisen from an item manufactured
by a person other than the Company. In respect of any item manufactured
by a person other than the Company, the Purchaser shall only be entitled
to the benefit of any warranty or guarantee provided by such manufacturer
to the Company. |
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| (b) In respect of computer software supplied by the
Company the Company does not warrant that the use of the software will be
uninterrupted or error free. |
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| (c) The Company accepts liability: |
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| (i) for death or personal injury to the extent that
it results from the negligence of the Company, its employees (whilst in
the course of their employment) or its agents (in the course of the agency); |
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| (ii) for any breach by the Company of any statutory
undertaking as to title, quiet possession and freedom from encumbrance. |
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| (d) Subject to conditions (a) and (c) from the time
of despatch of the Goods from the Company's premises the Purchaser shall
be responsible for any defect in the Goods or loss, damage, nuisance or
interference whatsoever consequential economic or otherwise or wastage of
material resulting from or caused by or to the Goods. In particular the
Company shall not be liable for any loss of profits or other economic losses.
The Company accordingly excludes all liability for the same. |
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| (e) At the request and expense of the Purchaser the
Company will test the Goods to ascertain performance levels and provide
a report of the results of that test. The report will be accurate at the
time of the test, to the best of the belief and knowledge of the Company,
and the Company accepts no liability in respect of its accuracy beyond that
set out in Condition (a). |
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| (f) Subject to Condition (e) no representation, condition,
warranty or other term, express or implied (by statute or otherwise) is
given by the Company that the Goods are of any particular quality or standard
or will enable the Purchaser to attain any particular performance or result,
or will be suitable for any particular purpose or use under specific conditions
or will provide any particular capacity, notwithstanding that the requirement
for such performance, result or capacity or that such particular purpose
or conditions may have been known (or ought to have been known) to the Company,
its employees or agents. |
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| (g) (i) To the extent that the Company is held legally
liable to the Purchaser for any single breach of contract, tort, representation
or other act or default, the Company's liability for the same shall not
exceed the price of the Goods. |
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| (ii) The restriction of liability in Condition (g)(i)
shall not apply to any liability accepted by the Seller in Condition (c). |
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| (h) Where the Goods are sold under a consumer transaction
(as defined by the Consumer Transactions (Restrictions on Statements) Order
1976) the statutory rights of the Purchaser are not affected by these Conditions
of Sale. |
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| 8. TERMINATION |
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| The Company shall, at its option, be entitled by notice
to terminate all or any of its contracts with the Purchaser forthwith and
recover all expenses, losses and damage resulting to the Company including
(but without limitation to) loss of profit or other consequential loss if: |
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| (a) the Purchaser has a bankruptcy petition presented
against him or a bankruptcy order is made; |
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| (b) the Purchaser makes or seeks to make any composition
or arrangement with his creditors; |
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| (c) the Purchaser makes a proposal to his creditors
for a voluntary arrangement or applies for an interim order (within the
meaning of Section 286 Insolvency Act 1986); |
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| (d) an encumbrancer takes possession of any of the
Purchaser's assets, or any of the Purchaser's property is taken in execution
or process of law; |
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| (e) a petition is presented or an order is made or
a resolution is passed for the winding-up of the Purchaser; |
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| (f) a petition is presented or an order is made for
an administration order to be made in relation to the Purchaser; |
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| (g) the Purchaser's directors make a proposal for
a voluntary arrangement with the Purchaser's creditors; |
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| (h) the Purchaser is unable to pay its debts (within
the meaning of Section 123 Insolvency Act 1986); |
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| (i) a receiver or administrative receiver is appointed
over any of the Purchaser's assets; or |
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| (j) the Purchaser fails to make any payment owed to
the Company on the due date; or |
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| (k) the Purchaser fails to take delivery of or to
collect the Goods within 14 days of being notified by the Company that they
are to be delivered or are ready to be collected; or |
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| (l)the Purchaser is in breach of the terms and conditions
of any contract with the Company (including breach of these Conditions)
and shall fail to remedy the same within 7 days of notice specifying the
breach and requiring remedy (if the breach shall be redeemable). |
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| 9. FORCE MAJEURE |
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| The Company shall not be under any liability of whatsoever
kind for nonperformance in whole or in part of its obligations under the
Contract due to causes beyond the control either of the Company or the Company's
suppliers including, but not limited to, war (whether an actual declaration
thereof is made or not), sabotage, insurrection, riot or other act of civil
disobedience, acts or defaults of the Purchaser or a third party, failure
or delay in transportation, acts of any Government or any agency, or subdivision
thereof, Government regulations, judicial actions, labour disputes, strikes,
embargoes, illness, accident, fire, explosion, flood, tempest or other acts
of God, delay in delivery to the Company or the Company's suppliers of any
item required for the Goods, inability to obtain any item required for the
Goods, or shortage of labour, fuel, components, or machinery or technical
failure. In any such event the Company may, without liability, cancel or
vary the terms of the Contract including, but not lim |
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| 10. CANCELLATION/SUSPENSION
OF DELIVERIES |
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| (a) If any of the Purchaser's obligations to the Company
are not fulfilled or the Purchaser's financial condition at any time does
not, in the Company's unfettered judgement, justify continuance of the Contract
on the terms of payment specified, the Company may, without prejudice to
any other rights it may have, cancel any outstanding order or suspend any
deliveries of any goods unless the Purchaser makes such payment for any
of the Goods ordered as the Company may require. |
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| (b) If any order is so cancelled or suspended by the
Company, the Purchaser shall indemnify the Company on demand against all
losses (including loss of profit), costs (including the costs of all labour
and materials used and overheads incurred), damages, charges and expenses
arising out of the order and the cancellation or suspension thereof (the
Company giving credit for the value of any such materials sold or utilised
for other purposes). |
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| (c) The Company will accept cancellation of orders
only on the basis that the Purchaser is prepared to pay cancellation costs
to be determined by the Company. These costs will normally depend on the
length of time between the cancellation date and the due delivery date with
a minimum value of 15% of the Price for the Goods. The Purchaser shall indemnify
the Company on demand against all losses (including loss of profit), costs
(including the costs of all labour and materials used and overheads incurred),
damages, charges and expenses arising out of the order and the cancellation
or suspension thereof (the Company giving credit for the value of any such
materials sold or utilised for other purposes). |
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| 11. PURCHASER'S OBLIGATIONS |
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| The Purchaser shall comply with all instructions of
the Company and all legislation in relation to the use, processing, storage
or sale of the Goods. Where the Purchaser has to prepare other equipment,
its environment or the buildings where the Goods are to be installed, the
Purchaser shall carry out such preparation in a suitable way so that the
Company can meet its obligations under the Contract. |
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| 12. NOTICES |
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| 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 address specified on the invoice or such other addresses
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. |
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| 13. ASSIGNMENT |
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| The Purchaser shall not assign or transfer or purport
to assign or transfer the Contract or the benefit thereof to any other person. |
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| 14. SUBCONTRACTS |
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| The Company reserves the right to subcontract the
performance of the Contract or the benefit thereof to any other person. |
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| 15. PROPER LAW AND
JURISDICTION |
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| The contract shall be governed by and construed in
accordance with English law and the Courts of England shall have jurisdiction
to hear all disputes arising in connection with the Contract. |
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| 16. HEADINGS |
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| The headings of these conditions are for convenience
only and shall have no effect on the interpretation thereof. |
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