Terms & Conditions
TERMS & CONDITIONS OF SUPPLY
CLAUSE 1. DEFINITIONS
“The Seller” means PL Machinery Services & Sales Ltd.
“The Goods” means the items to be supplied by the Seller.
“The Services” means the installation and fitting of the goods and all or any other services to be provided by the Seller under the contract.
“The Buyer” means the person, firm or company to be supplied with the goods and to whom the services are to be provided by the Seller.
“Conditions” means the Terms and conditions set out herein and (unless the context otherwise requires) includes any special Terms and conditions agreed in writing between the Buyer and the Seller.
“The Contract” means the contract constituted by any order placed on and accepted by the Seller for the supply of goods and the services made between the Seller and the Buyer to which these terms and conditions apply.
CLAUSE 2. BASIS OF THE SALE
Any quotation given by the Seller to the Buyer shall not be an offer but an invitation to treat only. No contract between the Buyer and Seller shall arise unless and until any order of the Buyer is confirmed by the Seller in writing.
Any written order of the Buyer which is accepted by the Seller shall be subject to these conditions which shall govern the contract to the exclusion of any terms and conditions subject to which any order or acceptance of any quotation is purported to be accepted by the Buyer.
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Seller.
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer ackowledges that it does not rely on and waives any claim for breach of any such representations which is not so confirmed.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employers or agents as to the storage application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
CLAUSE 3. TERMS AND CONDITIONS
a) All orders accepted by the Seller will be subject to these terms and conditions including any special conditions agreed in writing which shall prevail over any inconsistent terms and conditions contained or referred to in the Buyers order or any correspondence or elsewhere unless specifically agreed to in writing by a duly authorised representative of the Seller and any terms and conditions or stipulations to the contrary are hereby excluded or extinguished.
b) The Seller’s acceptance shall be in writing or by delivery of the Goods and despatch note or the provision of the services.
CLAUSE 4. QUOTATIONS
a) A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or amend the same at any time prior to the Seller’s acceptance in writing of the Buyer’s order.
b) Quotations to supply from stock are subject to the Goods remaining unsold prior to receipt of order.
c) Every care has been taken to ensure the accuracy of descriptions, illustrations and material contained in any catalogue, price list, brochure, leaflet or any other descriptive matter, but they are given as a guide only and do not form part of any order or contract or amount to any representation, guarantee or warranty. The Seller reserves the right to modify the design and specification of goods without notice.
CLAUSE 5. PRICE
The prices quoted and/or confirmed are, unless stated otherwise, ex-works Barton Le Clay and exclude the cost of packing and transport, VAT and any other tax or duty and are based on acceptance of these terms and conditions. Whilst every effort will be made to maintain prices quoted, the Seller reserves the right to execute orders at the list prices ruling at time of delivery.
All prices quoted shall be subject to market fluctuation and/or changes in foreign currency exchange rate and costs of materials and components. Should no price have been quoted, the price shall be the Sellers price ruling at the date of despatch and the buyer will be invoiced accordingly.
Unless agreed otherwise by the Seller the Price shall be paid in cash to our collecting bankers or office without any deductions whatsoever and free of all charges as follows:-
An amount equal to 50 per cent of the Price upon placing the Order
An amount equal to 40 per cent of the Price upon receipt by the Buyer of notification from the Seller that the Goods are ready for despatch.
The balance of 10 per cent of the Price within 30 days of the date of the invoice.
Time for payment shall be of the essence
Invoices concerning Goods supplied and work performed by the after-sales service department are payable within 30 days without any deduction whatsoever.
If the Buyer fails to make any payment on the date then without prejudice to any other right of remedy available to the Seller, the Seller shall be entitled to:-
Cancel the contract or suspend any further deliveries to the Buyer.
Appropriate payment made by the Buyer to such other Goods (or if the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of eight per cent per annum above the Bank of England base rate from time to time until payment is made in full (a part of the month being treated as a full month for the purpose of calculating interest and shall accrue at such rate after as well as before any judgement).
CLAUSE 6. TERMS OF PAYMENT
a) Unless agreed otherwise, or stated in the confirmation of order, the invoice amount for goods supplied or services provided shall become due latest 30 days from date of invoice. The time for payment shall be of the essence of the Contract.
b) Without prejudice to the right of the Seller to payment in accordance with these terms of payment interest shall be payable on overdue invoices at the rate of 2% per month or part of a month to run from the due date for payment until receipt by the Seller of the full invoice amount whether or not after judgement.
c) In the event of failure by the Buyer to pay for the Goods or for any delivery or instalment or for the services provided the Seller shall be entitled without prejudice to any other right the Seller may have to suspend further deliveries on the same order and on any other order from the Buyer until payment has been made in full.
d) Payment or instalments thereof shall unless otherwise agreed in writing be made in full without any deduction or set-off except in respect of any payment already made by or credit issued to the Buyer relating to the Contract. Save as aforesaid no claim by the Buyer shall entitle the Buyer to withhold or delay payment of sums due to the Seller.
e) Any cheque stated to be in full and final settlement of an amount owed under the Contract can be accepted by the Seller as a part payment only on account of the full amount owed.
CLAUSE 7. DELIVERY
a) Any dates for delivery mentioned in any oral or written quotation acceptance or confirmation of order specification or elsehwere are given and intended as an estimate only and time is not of the essence and the Seller shall not be liable for any loss, damage or expense howsoever arising from any delay in delivery.
b) Delivery of the Goods shall be made to the Buyer at the place nominated by the Buyer.
c) The Seller reserves the right to make partial deliveries in the event that not all the Goods are immediately available and to invoice separately for any such partial deliveries and it is agreed that in the event of the breach by the Seller in relation to any partial delivery that breach shall be treated as subject to the terms of this contract and as having effect in relation to that partial delivery only.
d) In the event of the Buyer returning or failing to accept any delivery of the Goods in accordance with the Contract, the Seller shall be entitled at its option either to deliver and invoice the Buyer for the balance of the Goods then remaining undelivered, or to suspend or cancel further deliveries under the contract. The Seller shall be so entitled to store at the risk of the Buyer any Goods which the Buyer refuses or fails to accept and the Buyer shall in addition to the invoice price pay all costs of such storage and any additional costs carriage and loss incurred as a result of such refusal or failure.
CLAUSE 8. RISK AND TITLE
a) When the Contract is delivered Buyers works risk in the Goods shall pass to the Buyer upon delivery to the premises nominated by the Buyer. In all other cases the Goods shall be deemed delivered and the risk therein to have passed to the Buyer upon transfer to the Buyers own transport or to the Carrier named by or arranged on behalf of the Buyer.
b) Title to the Goods shall not pass to the Buyer until payment in full of all sums due under the Contract has been made. Until such payment the Buyer has possession of the Goods as bailee for the Seller only and shall not without the Seller’s consent in writing use, dispose of, charge or otherwise deal in the Goods in any way inconsistent with that relationship.
c) The Seller reserves the right to repossess the goods (including if necessary demounting any goods which may have been installed) in respect of which or part of which payment is overdue and thereafter to resell the same and for this purpose the buyer hereby grants an irrevocable right and licence to the Seller’s servants and agents to enter upon all or any of it’s premises with or without a vehicle during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
d) Until the Seller has been paid for in full for the Goods and title has passed to the Buyer the Buyer shall store the Goods for the Seller in a proper manner and separately from its own goods or those of any third party and will ensure that the Goods remain clearly identifiable as the property of the Seller and will insure the Goods for the full replacement value thereof for the benefit of the Seller and will on request provide proof of such insurance noting the Seller’s interest.
e) If the Buyer is a Company it must give fourteen days notice to the Seller before applying to the Court for the appointment of an Administrator. The Buyer will not be entitled to remain in possession of the Seller’s Goods from the date of notice and the appointment of an Administrator without giving notice shall be deemed to be a fundamental breach of contract.
f) The Seller will be entitled to maintain an auction for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
CLAUSE 9. LIABILITY
a) The Seller shall not be liable to the Buyer:
i. For shortages in quantity delivered or damage to or loss of the Goods or any part thereof in transit unless the Buyer shall notify the Seller (and where relevant the Carrier) of any such claim within 3 days of receipt of the Goods or within a reasonable time after discovery where the shortage, damage or loss was not immediately apparent on reasonable inspection.
ii. For non-delivery unless the Buyer shall notify the carrier and the Seller of any claim for non-delivery within 14 days of sending of the invoice/despatch note.
iii. For defects in the Goods caused by the act, neglect or default of the Buyer or any third party.
iv. For the quality fitness or suitability of the Goods for any particular purpose or use under specific conditions unless specifically agreed and confirmed in writing.
v. For items which do not form part of the contract and technical information recommendations statements or advice furnished by the Seller its employees or agents or given in writing to the Buyer before an order is placed unless specifically agreed and confirmed in writing after the placing of the order.
b) Subject to paragraph A of this condition, if the Goods or any part of them are lost or damaged in transit the Seller may at its option make good any shortage or non-delivery and/or as appropriate replace repair or procure the repair free of charge any Goods found to be damaged and in such event the time for delivery shall be extended for such period as the Seller shall reasonably require for such replacement or repair. Save as provided in this condition the Seller shall have no liability whatsoever to the Buyer for or in connection with any loss or damage to the Goods in transit howsoever arising.
c) Subject to Paragraphs (A) and (B) of this condition the Seller’s total liability to the Buyer (including liability in respect of its employees or agents or otherwise) shall be limited to the Contract price of the Goods sold and services provided by the Seller and except for death or personal injury caused solely by the Seller’s negligence and except also for warranty of title and quiet possession (subject to the Seller’s right to repossess as provided in Condition 9 hereof) the Seller’s liability shall not extended to any other expenditure whatsoever and the Seller shall not be liable for consequential loss or damage (including but not limited to loss of profit) howsoever arising.
d) The Seller’s prices are based on the limits of liability set out in these conditions. The Seller will if requested accept a higher limit of liability subject to the availability of insurance cover. The costs of such insurance shall be for the Buyer’s account.
CLAUSE 10. WARRANTY
i. New Goods, Goods refurbished by the Seller and Services supplied by the Seller are warranted against failure due to poor workmanship or structural faults or assembly faults if assembly is carried out by the Seller or functional faults for the period stated on the Seller’s quotation and order confirmation and is limited to Goods and Services despatched to and which remain in the United Kingdom and the Republic of Ireland so long as the Buyer informs the Seller in writing within the warranty period. If such a warranty claim by the Buyer is accepted by the Seller the Seller will at their utmost discretion alter repair or replace any defective parts at no cost to the Buyer provided always that no liability is accepted by the Seller as aforementioned.
ii. In respect of Goods and Services supplied to the Seller by sub-contractors or other suppliers save to the level of warranty offered to the Seller by the sub-contractor or other suppliers.
iii. In respect of Goods and Services that have been altered repaired or replaced by parties other than the Seller or without the Sellers approval.
iv. In respect of Goods that are supplied by the Seller as not refurbished. This means the Goods are supplied strictly sold as seen and have not been refurbished, examined or tested and there is no guarantee that the Goods will satisfy the Buyer’s needs. An order will only be accepted by the Seller on receipt of a letter acknowledging these terms. Any parts replaced under warranty free of charge remain the property of the Seller. Any alteration repair or replacement of parts under warranty do not extend the original warranty period under which claims can be made under these conditions. Under no circumstances does the Seller accept liability for consequential loss or damage (including but not limited to loss of profit) as a result of Goods malfunction or breakdown.
CLAUSE 11. VARIATION AND CANCELLATION OF ORDERS
a) Orders and requests for the Goods and / or Services may not be varied, cancelled or suspended without the Seller’s prior written consent. Cancellation or suspension of an order will be accepted only on the express condition that the Seller shall be indemnified against all loss whatsoever incurred wholly or in part as a result of the cancellation or suspension.
CLAUSE 12. FORCE MAJURE
a) The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the Seller being prevented, hindered or delayed in the performance of its obligations under the Contract by reason of any act of God, war (whether declared or not) riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, drought, exercise of governmental authority or legislation, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the reasonable control of the Seller.
CLAUSE 13. TERMINATION
a) If any sum owing by the Buyer to the Seller is overdue under this or any other Contract or if the Buyer commits any breach of the terms and conditions of the Contract or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with its creditors or goes or is put into liquidation or if a receiver or administrator is appointed over any part of the Buyer’s business the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract order summarily by notice in writing without compensation to the Buyer.
CLAUSE 14. WAIVER
a) Failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach or of such provision.
CLAUSE 15. SEVERABILITY
a) In the event that any of the Terms Conditions or Provisions hereof or the Contract shall be determined invalid unlawful or unenforceable to any extent such Term Condition or Provision shall be severed from the remaining Terms Conditions and Provisions which shall continue to be valid to the fullest extent permitted by law.
CLAUSE 16. NOTICES
a) Any notice or other document to be given herein shall be deemed to have been duly given if sent by registered airmail, prepaid first class registered or recorded delivery post, facsimile or email transmission delivered to the party concerned at its principal place of business or last known address. Notices sent by registered airmail and prepaid first class registered or recorded delivery post shall be deemed to have been given five days after despatch and notices sent by facsimile or email transmission shall be deemed to have been given on the day of despatch.
CLAUSE 17. HEADINGS
a) The headings of the terms and conditions contained herein or in the Contract are for convenience of reference only and shall not affect their meaning or interpretation.
CLAUSE 18. GOVERNING LAW
a) The Contract shall be governed by and construed and interpreted in accordance with the Laws of England. For the purpose of settlement of any disputes arising out of or in conjunction with the Contract, the parties hereby submit to the jurisdiction of the English courts.