The Company – IMM Technical Ltd, Park Cottage, Parkstone Court, Mickleover, Derby, DE3 0RJ
The Purchaser – The party to purchase the Goods
The Goods – The items and/or services specified overleaf included in this agreement.
1. Incorporation of Terms and Conditions
- Unless otherwise expressly agreed in writing by a Director or the Secretary of the Company all goods are sold on the following terms and conditions and no agent or representative of the Company has any authority to vary or omit these terms and conditions or any of them.
- All goods supplied by the Company are sold upon the following terms and conditions which together with any particulars set out in the quotations of offer shall take precedence over any terms and conditions of the Purchaser. No conduct or action by the Company shall be deemed to constitute acceptance of any terms put forward by the Purchase and these terms and conditions constitute the only terms and conditions upon which the Company is willing to supply goods and services to the Purchaser.
2. Formation of Contract
A contract shall not be concluded until the Company sends its confirmation in writing of the Purchaser’s order. Quotations whether verbal or in writing do not constitute offers and are subject to the Company’s written confirmation on receipt of the Purchaser’s order.
Unless otherwise expressly stated in writing by a Director or the Secretary of the Company, all prices are quoted or listed on the basis that :
- Where the contract is specified to be c.i.f. the price stated includes the cost of shipment, packaging and insurance to the given destination. In all other cases the price stated is the “ex-works” price exclusive of all delivery charges, packing and insurance.
- The price quoted or listed by the Company is the net price of the Goods after deduction of any discounts and exclusive of packing charges and Value Added Tax.
- The Company shall be entitled (prior to despatch) without prior notice to adjust the price quoted or listed to take account of :
- any increases in suppliers’ prices or in duties levies rates or taxes and (in the case of Goods to be imported) to reflect the rate of exchange for purchase of the relevant currency in pounds sterling.
- any costs to the Company resulting from delay by the Purchaser in giving the Company sufficient information to enable it to manufacture or supply the Goods or resulting from
- any alteration made at the request of the Purchaser (and accepted in writing by a Director or Secretary of the Company) in the specification of the goods to be supplied or in the place to which they are to be delivered or shipped.
- any extra cost to the Company resulting from the Goods carried at the request of the Purchaser (and accepted in writing by a Director or the Secretary of the Company) by methods more rapid or expensive than normal goods rail and or road transport and/or where applicable cargo ship.
- Unless otherwise specially agreed in writing by a Director or the Secretary of the company payment is strictly net cash to be made within thirty days of the end of the month following the date of the invoice. Failure to make due payment in respect of this or any other contract made between the Purchase and the Company shall entitle the Company to delay suspend or cancel deliveries or services in respect of this contract and any other contract between the Company and the Purchaser.
- When the price is payable in instalments, payment is due without demand on the due dates.
- In the event of any default in due and punctual payment of the price or any instalment thereof, the Company shall be entitled to cancel the contract and recover the Goods at the Purchaser’s expense without prejudice to any further rights the Company may have against the Purchaser.
- If the Purchaser delays in making payment the Company may at its option postpone the fulfilment of its own obligations under this contract or any other contract between the Company and the Purchaser, until such payment is made (without prejudice to any of the rights or remedies it may have).
- Payment shall be due whether or not property in the Goods has passed by virtue of Clause 6 below and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property in the Goods has not passed.
- The Company shall have the right to charge interest at the Bank of England base rate from time to time in force plus five per cent on all overdue accounts from the date such payment became due until the date of actual payment (whether before or after Judgement)
- The Purchaser shall not be entitled to make any deductions from the price in respect of any set off or counterclaim unless agreed in writing.
5. Despatch and Delivery
- The Company will endeavour to adhere to any stated despatch or delivery date or time but any such date or time shall be regarded as an estimate only and the Company accepts no liability for any loss or damage suffered by the Purchaser resulting from any delay or from non-delivery caused by any matter outside the Company’s control. Time shall not be deemed to be of the essence of the contract.
- The risk (save in the case of c.i.f. contracts) in the Goods shall pass to the Purchaser upon their delivery to carriers for transport to the Purchaser. In the case of c.i.f. contracts risk shall pass when the Goods are delivered to (but prior to being unloaded at ) the premises of the Purchaser or other delivery location specified by it on the order and accepted in wiring by a Director or the Secretary of the Company.
- Where the Company concludes the contract of carriage and/or insures the Goods in transit, the Company shall be deemed to be acting solely as the Purchaser’s agent and section 32(2) and (3) of the Sale of Goods Act 1979 shall not be applicable.
- Where Goods are ready for delivery the Company may (although it shall not be bound to do so) postpone delivery at the request of the Purchaser provided that the Purchaser shall make payments as if the Goods were delivered and invoiced on the date of such request. The Company may (although it shall not be bound so to do) in such circumstances or if the Purchaser fails to give delivery instruction within fourteen days of the Purchaser being notified the goods are so ready store to Goods at its own premises or elsewhere and all storage, insurance and transport charges shall be paid by the Purchaser.
- In the case of delivery of Goods by instalments the Purchaser will not be entitled to treat the delivery of faulty Goods in any one instalment or the late delivery or non-delivery of any one instalment as a repudiation of the whole contract.
6. Risk and Title to Goods
- The Goods shall remain the property of the Company until the Purchaser has paid all sums due to the Company on any account whatsoever. Until that time the Purchaser shall hold them as Bailee, store then in such a way
that they can be identified as property of the Company and keep them separate from the Purchasers own property and the property of any other person.
- Although, the Goods remain the property of the Company until paid for, they shall be at the Purchasers risk from the time of delivery and the Purchaser shall insure them from any loss or damage accordingly and in the
event of such loss or damage, the value of the goods shall be paid directly, immediately and in full from the insurance claim proceeds. This will take precedence over settlement terms at the time of loss or damage. .
- The Purchaser’s right to possession of the Goods shall cease if :
- The Purchaser has not paid for the Goods in full by the expiry of any credit period allowed by this contract. Or
- The Purchaser is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement. Or
- A receiver, liquidator or administrator is appointed in respect of the Purchaser’s business.
On cessation of the Purchaser right to possession of the goods in accordance with this Clause, the Purchaser shall at his own expense make the Goods available to the Company and allow the Company to repossess them.
- The Purchaser hereby grants the Company his agents and his employees an irrecoverable licence (such a licence to subsist notwithstanding termination of the agreement for any reason) to enter any premises where the Goods are stored in order to repossess the Goods or to remove any part or parts from the Goods or inspect the Goods at any time. In the event of the Company removing only a part or parts from the goods in accordance with the terms hereof then notwithstanding such removal all payments due to the Company by the Purchaser shall remain due and payable but the Company shall be obliged to replace such part or parts within seven days of all payment to the Company by the Purchaser of all sums due to the Company by the Purchasers on any account whatsoever.
- The Purchaser hereby agrees that the Company shall at any time be entitled to appropriate any payment made by the Purchasers in respect of the Goods in settlement of any such invoices or accounts in respect of the Goods as the Company may in it absolute discretion think fit not withstanding any purported appropriation to the contrary by the Purchaser.
- Following repossession of the Goods the Purchaser shall be liable in addition to all other rights of the Company hereunder for all reasonable costs including labour costs incurred by the Company necessary in the refurbishment of the Goods to a reasonable and proper condition and for the difference (if any) between the sums recovered upon resale by the Company and the contract price in respect of the Goods.
7. Notification of Loss or Damage
The Company must be informed in writing within three days of delivery of the Goods in the event of any shortage or damage in transit and within seven days of receipt of the invoice if the Goods have not been delivered otherwise the Goods will be deemed to have been delivered to the Purchaser in full and in good condition and in conformity with the contract.
- The purchaser shall inspect the Goods upon delivery. The Company will make good at its option by repair or replacement any defects therein due solely to defective workmanship or materials which are notified to the Company. In the case of any defect discoverable upon reasonable examination such notification must be made within three days from the date of delivery and in the case of any defect not discoverable upon reasonable examination such notification must be made within a reasonable period from the date such defect is actually discovered provided that :
- the aforesaid obligations on the Company shall not extend to defects caused by wilful damage, negligence, incorrect storage, application, movement or installation, other than by servants or agents of the Company, or defects caused by fair wear and tear and
- if required by the Company, the Goods are returned within fourteen days of notification of the defect.
- the aforesaid obligations of the Company shall not apply in the event that the Purchaser shall have failed to make payment in full in respect of the goods by the due date
- the aforesaid obligations of the Company shall in any event only apply for a period of twelve months from the date of delivery.
- Save as herein set out and for liability for death or personal injury resulting from negligence on the part of the Company and save for the seller’s statutorily implied undertaking as to title all express or implied conditions representations or warranties as to quality or fitness of Goods or otherwise are expressly excluded.
- Save for the liability of death or personal injury resulting from negligence of the Company, the Company accepts no liability under any claim howsoever arising (be it negligence or otherwise) for any loss as is from time to time the limit of liability laid down by the Company’s insurers in respect of such claims, PROVIDED THAT the Company shall not be liable for any consequential loss or loss of profits or of contracts.
Warranties (subject to clause 8) are stated as follows unless a variation is confirmed by the company in writing. Warranties are stated as follows unless a variation is confirmed by the Company in writing.
a) Six months of warranty for mechanical, electrical and electronic PARTS starting from the shipment date and when the provided PART shows manufacture defect proven by our Quality area. This is a contractual guarantee and includes the warranty provided by law.
b) Twelve months warranty for hydraulic PARTS, such as valves, pumps, and if installed by our service technicians, when the conditions of the hydraulic system, oil, filters were monitored and reviewed prior to the installation of new PARTS.
a) Three months warranty starting from the shipment date and when the provided PART shows manufacture defect proven by our Quality area. This is a contractual guarantee and includes the warranty provides by the law.
b) Six months warranty for mechanical PARTS and repaired electrical and electronic PARTS when installed by our service technicians.
- During the term of guarantee, the COMPANY will replace or repair, at its sole discretion, without costs to the CUSTOMER, any product PARTS or components which is known to be defective. The replaced PARTS and components, due to the guarantee, are considered sole property of the COMPANY and will be returned to it at the CUSTOMER’s expenses for technical analysis.
- The repair, modification or replacement of PARTS, as well as its disposal to third people, during the term of guarantee, will not extend its original term.
10. Warranty Exclusions
The COMPANY does not guarantee any defects resulting from improper use of the PART or for the PART that has suffered technical intervention, which ones have not been executed by the COMPANY itself or an authorized agent.
- The materials electric, electronics, pneumatic, hydraulics and mechanics components manufactured by third parties are guaranteed by their manufacturers.
- The warranty does not cover the costs of transport and insurance and the cost of admission to the country of destination and the repair of defects, damages or failures of any kind is caused by:
- inappropriate use of the PART;
- failures, strikes, exposure to hostile environments and major force;
- long periods without use as specified by the manufacturer
- improper installation or application;
- incorrect or inadequate storage;
- lubrication out of specification.
11. Drawings, Specifications etc.
- The weights, dimensions, capacities, prices, performance ratings and other specifications and data included in catalogues, prospectuses, circulars, drawings, illustrated matter, price lists and other publicity matter are approximately only and the Company shall not be liable for the inaccuracy of the same and they shall not be binding upon the Company save to the extent that they are expressly agreed to in writing by a Director or the Secretary of the Company.
- All drawings or other documents prepared by the Company for the Purchaser shall remain the property of the Company and shall be returned to it by the Purchaser on demand. All such drawings or other documents shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior consent in writing of a Director or the Secretary of the Company.
- The Company reserves the right to improve or modify any of its products without prior notice provided that details of any modification effecting form, fit, function or maintenance should be notified to the Purchaser in which event the Purchaser may vary or cancel any order for the relevant product placed prior to the receipt of such notification except to the extent that such orders can be met by the Company from stocks of the relevant product which do not incorporate the improvement or modification notified hereunder.
- The Company is always willing to place the service of their Technical Staff at the disposal of customers seeking advice about any part of a plant or scheme, not provided by the Company, but any such advice given by the representatives of the Company (whether oral or in writing) or in the form of drawings, is given without acceptance of responsibility on the part of the Company or it’s employees.
12. Force Majeure
The Company shall be excused from liability to the Purchaser if performance of the contract is prevented or hindered (in particular if an agreed delivery date is delayed) by any case whatsoever beyond the Company’s control and in particular, but without prejudice to the generality of the foregoing, by Act of God, war, riot, civil commotion, Government controls, restrictions or prohibitions, or any other government act or omission, whether local or national, fire, flood, subsidence, sabotage, accident, strike or lock out and shall not be liable for any loss or damage resulting therefrom suffered by the Purchaser.
13. Safety Instructions
- The Purchaser undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its servants, agents, licensees and customers with any instruction given by the Company or the
manufacturer for the purpose of ensuring that the Goods will be safe and without risk to health when properly used and will take any other steps or precautions as having regard to the nature of the Goods or the products
being manufactured or treated thereon as are necessary to preserve the health and safety of persons handling or using them.
These terms and conditions shall be governed by and constructed in accordance with English law and any dispute arising out of or in connection with this contract shall be determined by the English Courts.
In the event of any part of these conditions being ineffective for any reason the remainder thereof shall constitute the conditions binding upon the parties.
The waiver forbearance or failure of a party to insist on any one or more instances upon the performance of any provision of this contract shall not be construed as a waiver or relinquishment of that party’s right to future performances of such provision and the other party’s obligations in respect of such performance shall continue in full force and effect.