Terms and Conditions

1. Definitions

In these terms and conditions, the following words shall have the following meanings:

• "The Customer" means the person, firm, or company to whom this document is addressed.
• "The Equipment" means the goods to be purchased by or Services to be provided to the Customer.
• "The Contract" means the Contract into which these terms and conditions are incorporated and by which the Customer purchases the equipment or Services from the Company.
• "The Terms" means the Terms and Conditions of Sale set out herein.

2. General

(a) The Customer acknowledges that all the terms of the Contract between the Customer and the Company are contained in these terms and that the Customer is not relying on any prior representation and accordingly nothing said or written by or on behalf of the Company that is not set out in this Contract shall bind the Company or give rise to any rights or claims of any kind against the Company.

(b) No order shall be considered as binding until and unless the Company in writing has accepted it. Any alterations, additions, or deletions to such order shall not be binding on the Company unless confirmed in writing and agreed by the Company prior to the date of the Contract.

(c) The acceptance of any order by the Company is subject to the receipt of sufficient information to enable the Company to proceed with the supply or installation and if the Company shall not have received such information, it shall be at liberty to increase the prices charged to the Customer by such amounts as shall be reasonable to enable it to cover any extra costs or expenditure necessitated by such lack of information.

3. Amendments & Specifications

The Company reserves the right to make any amendments in matter of detail if any improvement in facilities or performance may be achieved thereby or to supply Equipment of equivalent or approximately equivalent performance if the Equipment referred to in the quotation shall no longer be readily available at the time of delivery.

4. Specification & Performance

(a) All descriptive and forwarding specifications, drawings and particulars, weight and dimensions submitted are approximate only and the descriptions and illustrations contained in catalogues, price lists, and other advertising material are intended merely to present a general idea of the goods described herein and shall not form any part of any contract.

(b) Any performance figures quoted by the Company are based upon experience but are to be considered as approximate only. Equipment is carefully inspected and submitted to standard tests before installation. If special tests are required or specified these will only be undertaken in the presence of the Customer or the Customer's representative and can be charged for as extra. Any delay caused by such special test must be added to the time quoted for delivery.

(c) The Company does not accept any responsibility for details and specification supplied by the Customer and the Customer shall be liable for all costs and expenses for all work based on Customer's supplied details.

(d) The Company is not liable to the Customer for any Equipment's misuse.

5. Delivery

Delivery of the Equipment shall be to the address given by the Customer or the Customer's address at the cost to the Customer unless otherwise stated. The Company shall not be liable for any inaccuracy of instructions from the Customer.

Delivery times or dates which are specified in an order or acceptance shall be considered as approximate only and although the Company will make every effort to make any delivery date so specified no claim shall lie against the Company for any delay in delivery which shall not be a ground entitling the Customer to cancel the order.

The Company shall not be liable for the safekeeping or the insurance of Equipment delivered and shall not be liable for any loss sustained by the Customer after delivery howsoever arising. The Company shall not be liable for the acts or defaults of any deliverer or carrier and the Customer shall arrange its own insurance cover if required.

6. Terms of Payment

(a) Payment of the Company's accounts for Machinery and Equipment Sales to bona-fide account holders will consist of an initial payment of 30%. This payment shall be received by the Company in full and within 7 days of the placement of the Order.

(b) A second payment of 60% will be invoiced upon confirmation of the shipment date for the goods from our factory. This invoice will be payable within 30 days from the date of the invoice unless otherwise agreed ("Due Date").

(c) The final 10% payment will be invoiced 14 days from the issue of the advised shipment date. This invoice will be payable within 30 days from the date of the invoice, and will be due in full regardless of commissioning and project completion dates over which the Company has no influence [if applicable].

(d) Payment for services other than for the Sale of Machinery and associated equipment is deemed payable 30 days from date of Invoice. Non-Account holders will be issued with a Pro-Forma Invoice to be paid in full before the acceptance of an Order.

(f) All invoices will be emailed to you. If you require a hardcopy through the post then there will be an additional charge of £5.00 to have this sent to you by recorded delivery.

(g) Interest on overdue invoices will be calculated in line with the Bank of England's Statutory Interest Rate Charge until the balance has been cleared.

(h) The Customer shall not be entitled to withhold payment by reason of any alleged minor defect. The Company will investigate any alleged defect only after payment in full of the balance due as detailed on the Company's Invoice.

(i) Any queries on invoices must be notified to our Accounts department via email within 7 days from the date of the invoice to be accepted. Queries will then be investigated and once the query has been satisfied the balance will be due on our standard terms of 30 days from the date of the invoice, unless otherwise agreed.

(j) It is in the absolute discretion of the Company to accept cheques as payment but payment shall not be considered made until such time as the cheques clear through the normal banking clearance system, and the Company reserves the right to request payment by Bankers Draft.

(k) Any increase in costs between the date of the order and the date of delivery and installation of materials or services to the Company shall be passed on to the Customer and such increased costs will be added to the invoice for the Contract or invoiced as soon as reasonably practicable thereafter.

(l) The Company reserves the right to withhold delivery of the equipment at its discretion in the event that the Customer shall be overdue on any account in respect of any contract that it may have with the Company.

(m) The company reserves the right to cease any works by giving you 48 hours' notice if any balances are overdue.

(n) The company reserves the right to place your service account on hold for any invoices overdue; this means that no service or breakdowns will be attended until the balance has been cleared in full.

(o) If your account is placed on hold while in a service contract with us, the contract will still apply for the term of your contract.

(p) We reserve the right to take further legal action if payment is being withheld for no valid reason. All costs for us to instruct legal action will be borne by the customer.

7. Property and Risk

(a) Risk in the Equipment shall pass to the Customer when the Customer or its agent takes delivery of the Equipment or collects it or in the case of installation by the Company when notice of completion has been sent to the Customer.

(b) Even though risk in the Equipment has passed in accordance with clause (a) the Customer will not own the Equipment until one of the following events occur:

1. The Company is paid for the Equipment and no other amounts are outstanding from the Customer to the Company in respect of other goods or services supplied by the Company.
2. The Customer sells the Equipment in accordance with this Contract in which case ownership of the Equipment will pass to the Customer immediately before the Equipment is delivered to the Customer's buyer.
3. The Company expressly waives its right of retention of title in respect of specified Equipment whereupon ownership of that Equipment immediately vests in the Customer.

(c) Before title has passed to the Customer under the terms of clause (b) and without prejudice to any of its rights the Company shall have the right to recover and resell the Equipment or any of it and may enter upon the Customer's premises by its servants or agents for that purpose. The Customer shall be liable to the Company for all sums due to the Company for the Equipment or its recovery or expended by the Company in making any claim until all sums due have been fully discharged.

(d) To enable the Company to recover and resell equipment in the circumstances set out in (c) above where the Equipment or any part of it is on third party premises the Customer hereby irrevocably appoints the Company acting by its servants or agents as agent for the Customer giving the Company acting as aforesaid the same rights to go onto the third party's premises as the Customer itself.

(e) Should the Customer alter the Equipment by subjecting it to any manufacturing process or incorporating it into another product or mixing it in any way the Company will own the resulting product ("altered goods") until payment due under all contracts between the Company and the Customer has been made in full and all the Company's rights under these clauses shall extend to the altered goods.

(f) Until payment due under all contracts between the Customer and the Company has been made in full:

1. The Customer shall hold upon trust for the Company the Equipment and altered goods.
2. In the event of the sale or hire of the Equipment or the altered goods by the Customer it shall hold the proceeds of such sale or hire on trust for the Company in a separate bank account opened by the Customer for this purpose.
3. The Company may trace all such proceeds of sale or hire charges received by the Customer through any bank or other account maintained by the Customer.
4. In the event of sale or hire of the Equipment or altered goods by the Customer in the ordinary course of its business the Customer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.
5. The Customer shall not assign to any other person any rights arising from a sale or hire of the Equipment or the altered goods without the express consent of the Company in writing.

(g) As the insurable risk in the Equipment shall pass to the Customer as soon as the Equipment is delivered to him or to his order and pending disposal the Customer shall keep the Equipment insured in the amount of the price at which the Equipment is sold to the Customer against all insurable risks.

(h) If Equipment is destroyed by an insured risk prior to the same being paid by the Customer the Customer shall receive the proceeds of the insurance as trustee for the Company.

8. Non-Delivery & Storage

All claims for non-delivery must be notified to the Company in writing within seven days of invoice date. If no notice of defect is given by the Customer to the Company in writing within seven days of delivery then the customer is deemed to have accepted the delivery and the Equipment. In the event that there is a delay in delivery the Company reserves the right to charge a storage fee of 0.5% of the total invoice value per week or part thereof.

9. Guarantee

(a) The Company undertakes to repair or replace defective parts only if such defects shall become apparent under normal use and service within twelve months from the date of delivery. This guarantee will cease to operate if the Customer is in breach of the terms for payment or any other terms of the contract or shall have tampered with the equipment supplied. All other guarantees, warranties, or conditions expressed or implied statutory or otherwise are expressly excluded insofar as such exclusion is not prohibited by statute.

(b) The Company shall be entitled to charge at its normal rates for the time being for any visits to the Customer's premises in relation to alleged defects or failures where such visits are found to be unnecessary or not covered under the terms of the Guarantee.

10. Company Liability

Any liability on the part of the Company is subject to the terms of payment and all other obligations to the Company under the Contract being strictly observed.

11. Cancellation

The Company reserves the right to make such charge as it considers reasonable in respect of the cancellation of the whole or part of any order. No cancellation will be accepted where goods are to be supplied to meet the special requirements of the Customer. Where any cancellation (in whole or part) is accepted then the Customer shall pay the Company a restocking fee equivalent to 20% of the total invoice value.

12. Indulgence & Notices

Any time or other indulgence, forbearance, or concession by the Company to the Customer shall not in any way constitute a waiver or otherwise prejudice the Company's rights under this Contract.

Any notices to be given or served under this Contract shall be in writing and shall be sufficiently given to or served on the party to whom or to which it is addressed if it is sent by recorded delivery post to the party at his or its last known address and shall be deemed to be given or served on the first business day following posting unless otherwise delivered in person.

13. Trademarks

The Customer shall not in any way tamper or allow to be tampered with any trademark or logo of the Company affixed to any equipment.

14. Construction & Law

This Contract shall in all respects be construed and operated as an English Contract and in conformity with English Law and in the event of any dispute the Customer and the Company agreed to submit to the jurisdiction of the English Courts.

15. Rights to Terminate

At the discretion of the Company, the Company reserves the right to cancel at any time a Service Maintenance Contract or Agreement. The Company also extends this Cancellation of Contract right to the Customer if:

• The Customer does not owe monies to the Company for previous services afforded and/or parts delivered or ordered.
• Any amounts that may be owed to the Company by the Customer must be settled in full for the Cancellation and Termination of a Service Contract Agreement to be finalised.

The Company reserves the right to terminate this Contract on notice given at any time by the Company to the Customer if:

(a) The Customer commits an act of bankruptcy or has a Receiving Order made against it or suffers execution upon its goods or compounds or makes any arrangements with its creditors or a Winding-up Order is made or an effective resolution is passed putting the Customer into liquidation or the Customer has a receiver appointed of its property or any part thereof or a cheque given by the Customer to the Company for any purpose is dishonoured and has to be re-presented.

(b) The Customer fails to make any payment under this Contract.

(c) The Company is prevented from or unduly delayed in completing the Contract owing to circumstances outside the control of the Company.

16. Provisions of Termination

In the event of termination of this Contract in accordance with the provisions of Clause 15 above:

(a) The Company shall have the right to remove from the Customer's premises all Equipment.

(b) The Company has the right to sell any such equipment either repossessed as above or still in its possession previously made available to the Customer under the terms of this Contract.

(c) In the event of this Contract being terminated after the date of delivery of the Equipment the total price shall immediately become due and payable (subject to such reductions as the Company in its absolute discretion considered appropriate in the circumstances) but without prejudice to any claim which either party may have against the other in respect of any antecedent breach or as a result of such termination.