1. CONDITIONS APPLYING
Unless otherwise agreed in writing these conditions will govern all contracts for the sale of our products or the supply of our services. Any qualification or modification to these conditions and any other conditions which you may seek to impose will not apply unless expressly accepted by us in writing. We are prepared to negotiate on other conditions and accept variations to these conditions, but such acceptance may result in a variation of the price, delivery date or other term of our quotation.

2. CONTRACT
Our quotation does not constitute an offer. An order from you whether verbally or in writing and based on our quotation shall constitute the offer. An acknowledgement of that order sent by us shall constitute the acceptance of that offer. The order shall not be capable of being cancelled from the moment the acknowledgment of order is sent by us.

3. REPRESENTATIONS
The only representations in connection with our products or services for which we shall accept liability are those specifically included or referred to in our quotation. Advertising material leaflets or brochures shall not form part of the contract unless otherwise specifically agreed between us in writing to be a term of the contract. It will not be assumed that you are entering into the contract relying on any other representation.

4. DELIVERY/PASSING OF RISK
Delivery is ex our works unless otherwise stated. Notwithstanding the provisions of Clause 10 hereof. All risks of accidental loss or damage to all products passes to you either on delivery or if through lack of instructions from you delivery is not effected within 7 days of notification that the products are not deliverable then on the expiry of that 7 day period.

5. PLANS
Where our quotation provides for the preparation of plans by us for your approval, you will notify your approval or disapproval within 7 days of receipt of the plans and you will not unreasonably withhold your approval to the plans. In approving the plans, you accept responsibility for satisfying yourself from the dimensions on the plan that the equipment can be sited in its desired position and that adequate access is available for the installation.

6. LOSS OR DAMAGE PRE-DELIVERY OR IN TRANSIT
Any loss or damage or shortage must be notified to us as soon as possible and in any event within 7 days of delivery and in any case of damage the damaged products and their packaging must be preserved otherwise we shall be entitled to disclaim liability that we might otherwise have incurred. You must notify us of any non-delivery within 14 days of the date of our advice of dispatch.

7. STORAGE
If through lack of instructions from you, we are unable to effect delivery of the product to you within 7 days after the date that we send you notification that the products are in a deliverable state we may arrange for their storage and insurance either at our own works or elsewhere and you will pay to us the reasonable charges and costs for so doing.

8. PRICE AND PAYMENT
1) The price quoted does not include value added tax and must be increased by the value added tax payable in respect of the supply of goods or service as the case may be.

2) The price shall be due and payable at our offices in sterling on the due date for payment referred to in our quotation or 28 days after the day on which the services are completed or the products are delivered or you are sent notification that the products are in a deliverable state whichever shall be the earlier. However we reserve the right to require payment immediately on completion of the services on delivery of the products on sending notification that the products are in a deliverable state.

3) If you do not pay the whole or any part of the price by the required day you shall pay interest on the amount outstanding from the due date for payment until the actual date of payment at the rate of 1.5% per month.

4) So long as any payment is outstanding whether under this contract or any other contract between ourselves we shall have a lien on any products in our possession and we shall be entitled to retain them or any of them and/or suspend work on any contract until payment is made.

5) The price quoted does not include installation or erection charges or the cost of carriage or unloading unless specifically referred to in our quotation.

6) If the contract involves the installation of any product by us we shall supply the personnel referred to in the quotation and other personnel necessary for the installation will be supplied by you. You will further arrange for the site to be ready to accept the installation and will give us access to and possession of the site and provide proper lifting equipment and all other services and equipment and services necessary to enable us to complete the installation within any agreed time limit. If you fail to provide these facilities any extra cost or expense will be borne by you and will be payable to us upon demand.

9. TESTS
Plant equipment and components manufactured by us are tested and inspected at our premises but any additional tests at your premises or at our premises where your representatives are to be present will be at your expense in addition to the contract price.

10. TITLE
a) The goods shall remain the sole and absolute property of ourselves as legal and equitable owner until such time as you the intending purchaser have paid us the agreed price in full.

b) We may for the purpose of recovery of our goods or equipment enter upon any premises where they are stored or where they are reasonably thought to be stored and we may re-possess the same.

c) Until such time as the intending purchaser become the owners of the goods and equipment you will store them on your premises separately from your own goods or those of any other person and in a manner which makes them readily identifiableas our goods and equipment.

d) You the intending purchaser acknowledge that upon delivery you are in possession of the goods and equipment solely as a fiduciary for ourselves and that whilst you are licensed by us to sell the goods this is subject to the express condition that the entire proceeds are held in trust for us and not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as our monies.

11. LIABILITY
1) For injury and damage.
a) We accept liability for death or injury to any person resulting from our negligence or that of our servants in the execution of this contract.
b) We will indemnify you against damage to your or other people’s property resulting from our negligence in the execution of the contract provided that our liability in this respect shall not exceed £1 Million.

2) For Defects.
We shall make good free of charge or at our option replace the plant or equipment manufactured by us which shall within 6 months of delivery be found to be defective by reason of faulty materials or workmanship provided
that the equipment since delivery has been used and maintained in accordance with our information sheets and any other instructions issued by us the equipment has not been misused or in any way interfered with and the purchaser notifies us in writing within 14 days of discovery of the alleged defect giving details of the defect. This guarantee shall not extend to the component parts supplied but not manufactured by us. Such component parts shall have the benefit of the manufacturers guarantee but no additional obligation shall be placed on us in respect of such component parts. This guarantee shall not extend to goods supplied outside the United Kingdom.

3) For Delay in Delivery
The date quoted for delivery is given in good faith but time is not of the essence and we shall not be liable for any loss or damage of any kind  whatsoever resulting from any delay in such delivery or completion. We shall only be liable for delivery if we have specifically guaranteed the date in writing for delivery and also if we have agreed a definable sum as liquidated damage in which case payment of such sum shall be in full settlement of our liability for such delay. Any time for delivery and/or completion of the contract shall be extended by reasonable periods if delivery and/or completion of the contract is hindered or delayed by any reason not entirely within our control including but not limited to industrial disputes whether at our plant or not and a shortage of materials or component parts caused otherwise other than by our fault.

4) For Failure to Meet Specification or Performance
a) If on delivery our products or services are shown to be not in accordance with the specification or to be incapable of attaining any guaranteed standard or performance due solely to reasons for which we are responsible than we shall make good the products or services.

b) If after repeated attempts we fail to make good the products or services either of us may request that we meet to agree a settlement within the following parameters:
i) If the failure does not materially affect the use of the products or services for the purpose intended we shall be entitled to require you to accept the products/services as they are.
ii) If the failure does not materially affect the use of the products or services but not such an extent that it constitutes a contractual performance substantially different from that which was reasonably expected a reasonable reduction of the price will be agreed such reduction being based on what would have been a fair price for the equipment if at the date of sale the performance or specification actually achieved had been substituted for the contractual performance or specification. iii) If a failure does constitute a contractual performance substantially different from that which was reasonably expected, either a reasonable reduction of the price will be agreed or you may return the products or reject the services and obtain a refund of the price actually paid.
c) Your rights under this condition shall be your sole remedy for any failure to meet specification or to attain any guaranteed standard of performance.
12. GENERAL
1) Notwithstanding anything herein contained we shall not be liable to you in any circumstances whatsoever for any loss of profit loss of contracts loss of use of the products or any other consequential loss.
2) No action or arbitration proceedings whether in contract or tort may be brought by either party more than three years after the party concerned became aware or reasonably should have become aware of the facts constituting a cause of action.
3) These conditions contain the whole of our liabilities and all conditions and warranties implied by statute common law or trade usage are hereby excluded.
13. COPYRIGHT AND DESIGN
We are the sole owners of all designs and copyright in all documents and drawings made or produced by us in preparing the quotation for you and in the course of all work involved in this contract.
14. THEIR SEVERANCE
If at any time one or more of the provisions of these conditions become or are held invalid illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be effected or impaired thereby.
15. FRUSTRATION
If the contract becomes impossible to perform in whole or in part or is delayed for more than 12 months by any reason whatsoever beyond our control we may elect to rescind the contract by giving notice in writing to that effect and upon our doing so your liability to pay the contract price will determine
16. LAW OF ENGLAND
This contract shall be governed by the Law of England