"The U.K.'s foremost motion control manufacturer.
Leading the world in motion control systems"
1. DEFINITIONS The "Quotation" means the Quotation set overleaf or attached. The "Supplier" means the company on behalf of whom the Quotation is signed. The "Goods" means the items to be sold and/or delivered under any contract arising from acceptance of the Quotation. Words importing the singular number only shall include the plural and vice versa. 2. APPLICATION The placing of any order based on the quotation shall be deemed to constitute acceptance of these Conditions which shall apply as may be appropriate to the Quotation and any contract by the acceptance by the Supplier of such order. Any terms or conditions which the Purchaser may seek to impose shall be inapplicable unless expressly accepted in writing by a director of the supplier. 3. VALIDITY The Supplier reserves the right to withdraw or cancel the Quotation without liability prior to its acceptance. Unless previously withdrawn the Quotation shall remain valid for a period of thirty (30) days from the date of the Quotation. No order nor any amendment to any order shall be deemed to be contractually binding upon the Supplier unless and until expressly accepted in writing by the Supplier. 4. INSPECTION AND TESTING The Supplier operates a system of testing before Goods are despatched. If any additional testing is desired by the Purchaser any additional expense which is incurred thereby shall be borne by the Purchaser. 5. DELIVERY Any time or date for delivery specified by the Supplier is an estimate only and the Supplier shall not be liable for the consequences of any delay. 6. STORAGE If the Purchaser shall fail to give the Supplier instructions for delivery within three weeks of notification by the Supplier that the Goods are ready for delivery, the Supplier may without further reference to the Purchaser arrange for storage of the Goods. Charges for storage or demurrage shall be paid by the Purchaser and the Goods shall be subject to a lien of the Supplier therefore. 7. DAMAGE SHORTAGE OR LOSS IN TRANSIT The Supplier shall not be held in any way responsible for any damage, shortage or loss in transit unless the same be notified to the Supplier and the Carrier within three (3) days of receipt of the Goods by the Purchaser. 8. WARRANTY (i) The Supplier undertakes subject to paragraph (iii) below to replace or at its option repair any of the goods or parts thereof, other than consumable items, which shall be proved to the Supplier's satisfaction to be defective through faulty materials or workmanship provided that such defect arises within 12 calendar months of delivery to the Purchaser. A written agreement between the Purchaser and Supplier may extend this warranty period beyond the previously stated 12 calendar months. (ii) Following the repair of the goods or parts thereof, the repair will be warranteed against defect, through faulty materials or workmanship for a period of 3 calendar months. (iii) Written notice of the defect together with full details thereof must be given to the Service Department, NEE Controls Limited, within 28 days of the discovery of the defect. (iv) If not withstanding the foregoing it is held that liability attaches to the Supplier for breach of any condition or warranty then the damages recoverable by the Purchaser in respect of such breach shall be limited to the reasonable cost of remedying the defect or other matter constituting such breach (provided that the Supplier shall first be afforded the opportunity of itself carrying out the remedial work) and the Supplier shall not under any circumstances be liable for any other loss or injury or damage suffered by reason of such breach. (v) In the event of any claim presented under warranty being found on investigation by the Supplier either to be outside the scope of this warranty or the fault being unconfirmed, then the costs of such investigation shall be borne by the Purchaser. (vi) This warranty shall not be assigned without the written consent of the Supplier. 9. SUPPLIERS LIABILITY (i) The purchaser accepts liability arising under section 2(1) of the Unfair Contracts Act 1977 (ii) Subject to the provisions of (iv) below, the Supplier makes no attempt to contract out of any liability which may accrue to it by virtue of the provisions of Sections 12, 13, 14(2) and 15 of Sales of Goods Act 1893 as amended. Save in the case of experimental or prototype equipment, the Supplier also accepts any liability arising under section 14(3) of said Act as amended ALWAYS PROVIDED that the purpose of which the Goods are intended is known to it at the date of entering into the contract for the sale of them. (iii) Save as aforesaid all other conditions and warranties express or implied whether arising by statute or common law or otherwise are hereby expressly excluded and the Supplier shall not be liable for any loss, injury or damage caused or arising by reference to them. (iv) If not withstanding the foregoing it is held that liability attaches to the Supplier for breach of any condition or warranty then the damages recoverable by the Purchaser in respect of such breach shall be limited to the reasonable cost of remedying the defect or other matter constituting such breach (provided that the Supplier shall first be afforded the opportunity of itself carrying out the remedial work) and the Supplier shall not under any circumstances be liable for any other loss or injury or damage suffered by reason of such breach. (v) The Supplier shall not be liable in respect of any defect or other matter constituting a breach of any condition or warranty in respect of which a Purchaser has a right under any guarantee given by a third party or manufacturer of Goods either direct to the Purchaser or to the Supplier, the benefit of which has been transmitted to the Purchaser, unless and until the Purchaser has exhausted his remedies against that manufacturer. (vi) The Supplier shall, if such Goods were not manufactured by the Supplier, assist the Purchaser in obtaining from the manufacturer, thereof the benefit of any warranty or guarantee given by such manufacturer, whether such warranty or guarantee is given direct to the Purchaser or to the Supplier with benefit being capable of being transmitted to the Purchaser. (vi) The Supplier shall, if such Goods were not manufactured by the Supplier, assist the Purchaser in obtaining from the manufacturer, thereof the benefit of any warranty or guarantee given by such manufacturer, whether such warranty or guarantee is given direct to the Purchaser or to the Supplier with benefit being capable of being transmitted to the Purchaser. (vii) All if any, recommendations or advice given by the Supplier or the Supplier's servants or agents to the Purchaser and it's servants or agents as to the mode of storing, applying or using the Goods, or as to the sufficiency or suitability for purpose of the Goods, must be strictly followed to the satisfaction of the Supplier before liability thereof will attach in relation to a defect caused arising as a result of failure to follow the said recommendations or advice. 10. PAYMENT (i) All accounts are strictly net. Payment must be made within thirty (30) days from date of the relevant invoice. If the Purchaser shall fail to take delivery of any Goods under contract within ten (10) days of notification that they are ready for despatch then the Supplier shall have the right to present it's invoice for payment at any time after the expiry of said period any payment shall be due thereon or demurrage charges and the Supplier's lien thereof as provided in Condition 6 of the Conditions. (ii) Where payment of the price or any part of thereof is not made the Supplier, without prejudice to its other rights hereunder, shall be entitled to charge interest on the outstanding amount at the rate of 2% above Bank of England rate for the time being in force from a date thirty (30) days after the date of invoice until so much of the invoiced price is outstanding is paid. 11. TRANSFER OF PROPERTY (i) The property in the Goods shall remain in the Supplier until the Supplier has received payment in full for the Goods and all other sums owing and/or due to the Supplier. (ii) So long as the property in the Goods remains in the Supplier, the Supplier shall have the right, without prejudice to the obligation of the Purchaser to purchase the Goods, to re-take possession of the Goods (and for that purpose to go upon any premises occupied by the Purchaser). 12. PATENTS AND DESIGN RIGHTS The Supplier reserves the right to full ownership of all inventions, designs, or processes evolved during or as a result of work carried out under any contract unless otherwise specifically stated in the contract. 13. FORCE MAJEURE Neither party shall be responsible for any failure to perform or for any delay in performing the contract or any part thereof due to or principally due to act of God, embargo, or government act, fire, accident, war, riot, inclement weather, strikes, lockouts, trade disputes, labour troubles, breakdown of plant or machinery, inability to obtain adequate labour materials or manufacturing facilities or any other cause whether or a similar nature or not beyond the control of the party in question. 14. HEADINGS The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof. |