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1. TITLE
(i) The risk in the Goods shall pass to the Customer on delivery (meaning the earliest of when the Goods are physically
delivered to the Customer and when they are set aside for the Customer at the Company’s premises or at any other premises
used or controlled by the Company).
(ii) Until full payment has been received by the Company for all Goods whatsoever supplied and all services rendered
at any time by the Company to the Customer :-
(a) Property in the Goods shall remain in the Company.
(b)Should the Customer convert the Goods (or any of them) into a new product whether or not such conversion
involves the admixture of any other Goods or thing whatsoever and in whatever proportions the conversions
shall be effected by the Customer solely as agent for the Company who shall have the full legal and beneficial
ownership of the Goods.
(c) The Customer shall store the Goods and the new products separately and in such a way that they can be
readily identified as being the property of the Company.
(d) Subject to (e) and (f) below the Customer shall be at liberty to sell the Goods and the new products referred
to in (b) above in the ordinary course of business on the basis that the proceeds of sale belong to the Company
to whom the Customer shall account on demand provided that the Customer shall without first having the express written
agreement of the Company have no authority to enter into any contract of sale on behalf of the Company, or bind the
Company in any other way and any contract of sale shall accordingly be concluded in the name of the Customer.
(e) The Company may at any time revoke the Customer’s power of sale by notice to the Customer if the
Customer is in default for longer than seven days in the payment of any sum whatsoever due to the Company
(whether in respect of the Goods or any other Goods supplied or services rendered at any time by the Company
to the Customer or for any other reason whatsoever) or if any Bill of Exchange, cheque or other negotiable
instrument drawn or accepted by the Customer in favour of the Company is dishonoured on presentation for
payment or if the Company has bona fide doubts as to the solvency of the Customer.
(f) The Customer’s power of sale shall automatically cease if a receiver is appointed over any of the assets or
the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into
voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of
or makes any arrangement or composition with creditors or commits any act of bankruptcy.
(g) Upon determination of the Customer’s power of sale under (e) or (f) above the Customer shall place the
Goods and the new products at the disposal of the Company who shall be entitled to enter upon any premises of
the Customer for the purpose of removing such Goods and new products from the premises (including
severance from the realty where necessary).
(iii) Where payment is made by means of a Bill of Exchange, cheque or other negotiable instrument the Company
shall be deemed not to have received payment for the purpose of sub-clause (ii) until the Bill of Exchange, cheque or
instrument has been honoured on presentation for payment notwithstanding that the Company may have negotiated
it and received value thereof.
2. TENDERS
All tenders are in the nature of a quotation by the Company and no contract in pursuance thereof shall be concluded
until the Customer’s order in pursuance of the tender shall have been accepted by the Company. No acceptance shall
be binding upon the Company unless it is on the Company’s printed form of acceptance of order and such acceptance
shall under no circumstances constitute the acceptance of any conditions, warranties or stipulations imposed by the
Customer. Tenders include only such material, accessories and work as are specified therein and the Company
reserves the right to correct any clerical errors at any time.
3. PACKING AND DELIVERY
All cases and other packing materials are the property of the Company and are returnable at the expense of the
Customer at the request of the Company, and if not returned in good condition within 30 days of such request shall
be paid for by the Customer.
The Customer may indicate any special method of delivery desired and the Company will endeavour to comply with
such delivery instructions, but the Company will in no circumstances accept any responsibility or liability whatsoever
in respect of Goods despatched by the Company which for any reason are not delivered to the Customer.
Whilst the Company will endeavour to comply with any stipulation as to time, time for delivery shall not be of the
essence of the contract and the Company shall accept no liability for loss direct, indirect or consequential arising from
failure of or delay in delivery.
4. DESCRIPTION OF GOODS
The description of the Goods that appears on the Company’s invoice (and any Company literature to which this Agreement
refers provided it is the latest version of such literature at the time such reference is made) shall be true and accurate in all
material respects.
5. DAMAGE IN TRANSIT & NON DELIVERY
The Company will replace (or at their discretion) repair free of charge all Goods damaged in transit provided that the
Customer has notified the Company and the carrier of such damage within three days of delivery and provided that
the Customer shall return such Goods free of expense to the Company’s works within one month of such report. Part
delivery only must be notified to the Company within three days of delivery and non delivery within seven days.
Except as provided by this clause the Company will accept no liability whatsoever arising out of non-delivery or
damage to Goods in transit.
6. GUARANTEE AND GENERAL LIABILITY
Subject to the Customer’s obligations under clause 10 having been performed, the Company undertakes to use its reasonable
endeavours to repair or replace free of charge (if delivered to the Company’s works, carriage paid by Customer) any Goods,
part or parts
manufactured by it which are shown to the Company’s satisfaction to be defective due to faulty materials or
workmanship, within 12months of the date of despatched.
The Company’s liability for parts not manufactured by the Company shall be limited to such guarantee (if any) as the
manufacturer shall have given the Company, the benefit of which the Company hereby assigns to the Customer.
Failure to pay in accordance with clause 10 renders any guarantee null and void.
Subject as mentioned above the Company gives no warranty and no condition or warranty shall be implied whether
under the Sale of Goods Act 1893, or otherwise, as to the fitness of Goods for any particular purpose, or as to their
quality or otherwise, and in particular no such warranty condition or guarantee of any description is given or implied
in respect of refractory materials or other Goods subjected to high temperatures. Further, the Customer confirms it is not
relying on any representation made or apparently made on behalf of the Company prior to or after any contract for supply of
Goods has been formed with the Company unless the same is reduced to writing and signed on behalf of the Company.
The Company shall not be responsible for any damage direct, indirect or consequential, to any property, caused by or arising
out of or in connection with advice given, the supply of the Goods,or the installation, repair or maintenance of any plant, Goods
or materials notwithstanding that the same may be due
to negligence on the part of the Company or their employees or agents, or to any defect inherent latent or otherwise,
which may be, or which may subsequently develop, in plant, Goods or materials supplied by the Company.
7. DRAWINGS AND SPECIFICATIONS
In all cases where the Company undertakes design or layout work or advice to Customers, all drawings,
specifications, descriptive matter and dimensions are to be treated as approximate only.
8. PERFORMANCE
All figures in relation to performance are based on experience and are accurate to the best of the Company’s belief
but no liability for failure to obtain any specified performance will be accepted by the Company unless performance
has been specifically guaranteed. The Company’s liability under any such guarantee shall be limited to accepting the
return of the equipment proved to be faulty, and the refunding of any cash paid or ,at the Company’s option the Company
using its reasonable endeavours to repair the same so that such performance is met as nearly as possible in the reasonable
opinion of the Company. The Customer shall afford theCompany full opportunity to remedy any failure to fulfil the performance
specifically guaranteed. The Customer relies
on his own skill and judgement as to the capacity and performance of the Goods as ordered being sufficient and
suitable for his purpose and the Company accepts no liability in this connection.
9. PRICES
All prices are quoted ex the Company’s premises and the Customer shall pay for the delivery costs. Prices quoted in
the Company’s price lists are those ruling at the date of printing. They are not to be taken as a firm quotation and
are liable to alteration without notice. Goods will be invoiced at price ruling at date of despatch.
10. PAYMENT
Payment shall be cash with order, or arrangements for credit having been made, no later than the last Friday of the
month following the month of despatch. Any credit card details taken are dealt with in accordance with the Data
Protection Act 1998. Any details given on the website reside within our secure server.
11. RETURNS
The following information must be supplied with all Goods returned under guarantee otherwise no credit can be
considered:-
Date of supply and invoice number relating to the unit to be returned.
Returns Authorisation number provided by the Company.
The Company’s invoice number on which the replacement was supplied, where applicable.
Goods (other than return’s under guarantee) once delivered may not be returned unless prior authorisation has been
given in writing. Authorised returns may be subject to a restocking charge.
12. CANCELLATION
Orders once accepted by the Company may not be cancelled by the Customer.
13. REPAIRS, SERVICING OR OVERHAUL OF EQUIPMENT
This condition applies when the Company undertakes any repair, servicing or overhaul of equipment. In the
execution of all orders for repair, servicing or overhaul of Customer’s equipment, the Company gives no guarantee in
respect of such service. The Company will not be responsible for any damage, direct or indirect or
consequential, to any property caused by or arising out of or in connection with
advice given, services rendered or the supply of Goods, plant or material, or the installation, repair or maintenance of
the same notwithstanding that such damage may be due to negligence on the part of the Company or their
employees or agents or to any defect in any equipment so repaired, serviced or overhauled.
14. OFFLOADING
Where necessary it is the Customer’s responsibility to provide suitable offloading facilities.
15. FINANCE ACT 1971 SECTION 29-31
The Company is a properly registered Company within the meaning of the above act and therefore deductions in
respect of tax should not be made.
16. V.A.T.
All prices are exclusive of V.A.T.
17. PRIVACY POLICY
The Company does not disclose buyers’ information to third parties other than when it is necessary to meet the
conditions of a Customer’s order – in such a case the third party will not disclose any of the details to a further party.
Any Customer details taken on our website are used to;
Take and fulfil the Customers order or enquiry.
To allow access codes to be issued for our technical library.
To advise Customers of developments within the Company, its’ products, procedures and personnel.
18. LEGAL CONSTRUCTION
This contract shall operate as an English contract and shall be construed and be enforceable only in conformity with
English Law.
19. DEFINITIONS
For the purpose of these conditions “the Company” shall mean Hydraulics & Transmissions Ltd., “the Customer” shall
mean the person firm or Company to whom the Company agrees to sell or supply the Goods and “the Goods” shall
mean the Goods that are subject to any contract of sale or supply between the Company and the Customer.
20. ENTIRE AGREEMENT AND VARIATION
These terms together with any document which refer to these terms and /or the Goods constitute and govern the entire
agreement between the parties to the exclusion of all other terms which the Customer may purport or clam to have effect and
the same may not be varied other than in writing signed by both parties.
21. THIRD PARTIES
The parties do not intend that any third party should gain any rights to claim or bring any action against either of them under
or in connection with the contract between them.
