THERMEX LIMITED CONDITIONS OF SALE
FORMATION OF CONTRACT
1. All contracts and orders are subject to approval at our Head Office.
2. Unless otherwise stated quotations and tenders lapse after 30 days from their date and orders based on them are not in any event binding on us until our acceptance of such orders is given and notified in writing to the customer.
3. Orders are accepted subject to the Conditions of Purchase contained on customer's order forms which are at variance with or conditional be our own are not binding on us unless specifically accepted in writing. Any such conditions so accepted will apply only to the particular order concerned except where we agree otherwise
4. Only our formal acknowledgement on our printed acknowledgement sheet will constitute acceptance of an order and these Conditions of Sale will be deemed to have been accepted by the customer.
5. We reserve the right to correct typographic and clerical errors in quoted prices and specifications.
6. The customer will be responsible for any extra cost incurred by any subsequent amendment of his requirements not provided for in the accepted order and for any extra cost incurred by us for changes in the design equipment or specification resulting from incorrect or lack of information drawings or dimensions supplied to us or for any changes in plant layout from that indicated at the time of quotation provided always that such amendment shall be agreed in writing by us before any extra. Cost is incurred.
ILLUSTRATIONS, DRAWINGS ETC.
7. All drawings, illustrations, descriptive matter, weights and dimensions and shipping specifications in catalogue price lists quotations, tenders and any other literature are given as accurately as possible but are not to be treated as binding unless specifically confirmed in writing.
8. We reserve the right to make a charge for translations and for copies of drawings instruction manuals or other documentation.
9. All documents or drawings published and supplied by us are copyright and may not be reproduced or disclosed to third parties other than the ultimate user.
10. Discounts and prices published or notified in catalogues lists etc. are subject to alteration at any time without notice.
11. If an order is placed for goods or services of less than £10.00 net value, not including delivery charges, the order is accepted on the understanding that such goods or services will be invoiced and paid for at the minimum charge of £10.00 exclusive of delivery charges.
12. Quotations are based on the current cost of materials and wages. Such quotations are subject to adjustments unless otherwise stated to take into account any increase in materials and wages which may occur from the date of the quotation. In the event of variation or suspension of your instructions or lack of instructions we reserve the right to adjust the contract price accordingly. Unless otherwise agreed in writing process are those ruling at date of despatch. Prices are exclusive of VAT or any other tax duty tariff or charge arising in the UK or elsewhere. Unless otherwise agreed, priced for goods are ex- works. Export deliveries... In respect of all contracts for sale of goods or execution of work outside the UK, the buyer will provide any necessary export licenses, import licenses or exchange control authorisations at the buyer's cost within a reasonable time.
13. Orders accepted by us cannot be cancelled except with our consent and then only upon terms that would indemnify us against loss.
14. Dates or periods specified for dispatch delivery or completion are estimates only and do not involve any contractual obligation on our part. Such dates or periods arte calculated from our acceptance of order and of full and final information to allow us to proceed with uninterrupted manufacture.
15. We shall no be responsible for non delivery or delay in delivery directly or indirectly caused by or resulting from or made fundamentally more onerous by events or circumstances beyond our reasonable control including but without limitation suppliers delays and industrial disputes whether involving our employees or otherwise
16. We subject all goods sold where applicable to a pressure test and when required issue a certificate. We reserve the right to charge for such certificates and if the customer requires any special Classification Society's test, etc. to be performed, then we reserve the right to charge for this work also.
17. Thermex Ltd. warrants that the goods shall at the time of despatch be free from defects in design, workmanship and materials and shall operate in accordance with the design specification. If any goods do not conform to that warranty Thermex Limited will at its own option a) Replace the goods found not to conform to the warranty. b) Take such steps as Thermex Limited deems necessary to bring the goods into a state where they are free from such defects. c) Take back the goods found not to conform to the warranty and refund the appropriate part of the purchase price. The liability of Thermex Limited will in no event exceed the purchase price of the goods and the performance of any one of the above options will constitute the entire discharge of the liability of Thermex Limited under this warranty.
18. The foregoing warranty is conditional upon a) The Buyer giving written notice to Thermex Limited of the alleged defect within 12 months of the goods entering service and in any event within 18 months of the despatch of the goods from Thermex Limited. b) The goods being suited to the function for which they were used and operated within design specification. c) The Buyer affording Thermex Limited the opportunity to inspect the goods. d) No repairs or alterations having been carried out on the goods. The responsibility of Thermex Limited is limited to the terms of this warranty and Thermex Limited will not be liable for any claim for direct or indirect consequential or incidental loss, injury or damage made by the Buyer or by any third party however caused
19. Products or components supplied as pre-production, first offs, development, test or prototype units are excluded from this warranty. We assume no responsibility for damage or wear caused to the equipment as a result of its misuse by the customer.
20. Should the customer without prior agreement replace or repair any part or parts of the equipment within the aforementioned period of guarantee on his own behalf we accept no responsibility whatsoever in respect of any costs or expenses incurred by the customer or any other party or in respect of damage to any part of the equipment arising as a result of the replacement carried out.
21. Our ability in tort and in contract and in respect of direct and consequential damages howsoever arising and of whatever nature shall in respect of any defect or failure whatsoever in any goods supplied by us be wholly limited to the foregoing terms of Conditions 17 and 18. Any express or implied conditions statement or warranty statutory or otherwise (whether as to condition fitness for purpose merchantability or otherwise of the goods) not stated herein are expressly excluded. The company does not exclude or limit liability for death or personal injury arising from negligence.
22. lf the customer makes default in taking delivery or giving instructions delivery of any goods after we have given notice in writing requiring him to do so we shall be entitled to store the goods ourselves making a reasonable charge to the customer for such storage or to store the goods with third parties charging the cost of such storage to the customer and in either event to charge the customer with all costs of insurance handling and other expenses incurred in all respects of the goods. Provided that nothing in this Condition shall operate to relieve the customer from making payment for the goods provided in Clauses 23 to 25 inclusive.
23. Unless otherwise agreed in writing invoices are strictly nett and are due for payment by the 21st of the month following month of invoice. If despatch is delayed due to customers inability to take scheduled delivery payment is due at the same time as if the schedule that had been adhered to.
24. Should the customer take default on any payment or become subject to bankruptcy laws or execute an assignment for the benefit of his creditors or enter into voluntary or compulsory liquidation or suffer a receiver to be appointed we may at our option cancel any deferred or uncompleted portion of the order and stop any goods in transit but we shall nevertheless be entitled to claim against the customer in respect of any loss or damage sustained by reason of the non completion of the contract.
25. We reserve the right to charge interest on overdue accounts at the rate of 2 % p.a. over the minimum lending rate currently in force
DAMAGE OR LOSS DURING TRANSIT
26. In order to comply with carriers regulations within the UK the customer must advise carriers where applicable and ourselves in writing of any damage to or loss from any consignment not later than three days after delivery. In the case of non delivery of goods despatched within the UK we must be advised of such non delivery by the 21st day after date of despatch. If the customers non compliance with the above causes any subsequent claim to be refused be the carrier then the entire loss shall be borne by the customer.
27. We will indemnify the customer against any claim of infringement of letters patent or registered design (published at the date of contract) through the use or sale of any article or material supplied by us to the customer and against all costs and damage which the customer may incur in any action for such infringement or for which he may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instructions furnished or given by the customer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified or disclosed to us. And provided also that this material is conditional on the customer giving us the earliest possible notice or warning of any claim being made or action threatened or brought against us and by his permitting us at our own expense to conduct in his name any litigation that may ensue and any negotiations for a settlement of the claims. The customer on his part warrants that any such design or instruction furnished or given by him shall not be such as will cause us to infringe any letters patent registered design trade mark or copyright in the execution of the order and the customer shell indemnify us against all damages penalties costs and expenses to which we may become liable in respect of any such infringement.
28. The headings throughout these Conditions are neither binding nor form part of the Conditions.
DELIVERY OF GOODS
29. Delivery should be deemed to be effective and the risk in the goods shall pass a) In the case of goods to be supplied 'c.i.f.' or 'f.o.b.' - when the goods pass over the ships rail at port of shipment. b) In the case of goods to be collected by the buyer or the buyers agent when the goods are loaded on to the vehicle collecting them. c) In other cases - when the goods are unloaded at the address nominated by the buyer or the buyer's agent for delivery.
PASSING OF TITLE
30. a) The customer expressly agrees that until we have been paid in full for the goods comprising in this or any other sale contract between us any goods comprised in this contract shall remain our property although the risk therein passes to the customer at the point when delivery begins.
b) We may recover these goods at any time from the customer if in his possession if the customer falls to pay the sums owing under the contract when they fall due and for that purpose we may on notice to the customer enter upon any land or building upon which the goods are situated.
31. This contract shall be covered by English Law is deemed to have been aide in England and both parties agree to submit to the exclusive jurisdiction of the English Courts.
32. The contract shall not be assigned by the purchaser in whole or part without prier written content.
33. The company may deliver an excess or deficiency of up to 5% of the order and payment shall be made pro rata to contract price.
34. If there are to be schedules of requirements from time to time. a) The provision for under/over deliveries shall apply to the quantities shown on each of the customer's schedules. b) No arrears of goods will be subject to cancellation unless agreed in writing between the customer and the company. c) The customer will be committed to accept delivery of the goods scheduled for the next ensuing three months and it will be liable for the cost of raw materials and other purchases made by the company for the purpose of the customer’s scheduled requirements in respect to the following three months thereafter.