Bakewell Road, Broadoak Southgate Park, PE2 6YS PETERBOROUGH
Tel: +44 / 1733 371320 | Fax: +44 / 1733 371306
email: office.uk.peterborough@ br-automation.com
In these conditions the following expressions shall have the following meanings:
- “The Company” shall mean B & R Industrial Automation Limited (registered in England under number 02225468).
- “The Purchaser” shall mean the person, firm or company who accepts the Company's written quotation for the sale of the Goods and such acceptance is acknowledged and accepted by the Company or whose written order is accepted by the Company.
- “The Goods” shall mean any goods or materials or services (including any installment of the goods or any parts for them) which the Company is to supply in accordance with these Terms.
- "Contract" means the contract for the sale and purchase of the Goods.
- "Terms" means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Purchaser and the Company
- The Company shall sell and the Purchaser shall purchase the Goods in accordance with the Company's written quotation (if accepted by the Purchaser and such acceptance is acknowledged and accepted by the Company) or the Purchaser's order (if accepted by the Company) subject in either case to these Terms, which shall govern the contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted by the Purchaser, or any such order is made or purported to be made, by the Purchaser unless otherwise agreed in writing by the Company.
- No variation to these Terms shall be binding unless agreed in writing between the Purchaser and the Company.
- Quotations are valid for thirty (30) days only or until earlier acceptance by the Buyer. No Contract exists between the Purchaser and the Company until the Purchaser’s order or acceptance of the quotation by the Purchaser is acknowledged and accepted by the Company in writing by the Company's authorised representative.
- The Purchaser’s order must be in writing and contain sufficient information to enable the Company to proceed. [Verbal offers will only be accepted if confirmed in writing by the Purchaser within 7 days.]
- Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company
- The Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
- Any advice or recommendation given by the Company or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted on entirely at the Purchaser's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
- Prices are ex works, excluding VAT. Packing, carriage, insurance and VAT will be charged to the Purchaser in addition to the price of the Goods.
- The time or date stated for delivery shall mean the time for despatch of the Goods or material from the Company’s works and shall be reckoned from the date upon which the Company receives the order with full technical specification or full information to enable the work to be put in hand whichever shall be the later. All specifications are subject to the Company’s approval and acceptance.
- If the Company is prevented from or delayed in delivering any goods or material by any Act of God, force majeure, or by any war or other hostilities or by any legislation, government order or direction, or by any labour disturbance, civil commotion, strike lock-out, fire, accident, breakdown of machinery, or any lack or shortage of labour or material, or any reduction or stoppage of output at the works where the Goods or material are being made or produced, or any failure or breakdown of arrangements made for the delivery of the Goods or material, or any other cause or any circumstances beyond the Company’s control, then without prejudice to the Company’s right to recover payment for Goods or material already delivered the Company reserves the right to cancel or suspend deliveries without notice, but in any case the Company is to be released from any obligation to deliver the Goods or material by any particular time and the Company shall in any such case not be responsible for any consequential loss caused by such non-delivery or late delivery.
- The Company reserves the right to deliver in more than one shipment.
- In cases when the Purchaser wishes to claim that incorrect quantities of the Goods have been delivered or that any Goods or material supplied by the Company are defective or not in accordance with the Contract in any respect the Purchaser shall give the Company notice within 7 days of receipt of the Goods or material or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Purchaser fails to give such notice the Purchaser shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. If such notice is given the Purchaser shall give the Company all the facilities which the Company may reasonably require to enable the Company to investigate the Purchaser’s complaint.
- All accounts are payable within 30 days of the date of the Company's invoice.
- The Company reserves the right to charge interest at 4% above the base rate of National Westminster Bank PLC.
- The Company reserves the right to suspend subsequent deliveries of goods where payment is not made by the due date.
- The Company reserves the right to refuse to execute any order or contract if the arrangements for payment or the Purchaser’s credit is not satisfactory to the Company. In the case of non-payment of any account when due or in the case of death, incapacity, bankruptcy or insolvency of the Purchaser or when the Purchaser is a limited Company in the case of liquidation or the appointment of a receiver then the purchase price for all goods and/or work invoiced and/or delivered by the Company to the Purchaser at such time shall immediately become due and payable from the Purchaser to the Company and in addition the Company shall have the right to cancel all contracts with the Purchaser or to suspend or continue delivery at the option of the Company without prejudice to the Company’s right to recover any loss sustained.
Unless otherwise agreed by the Company in writing all special tests and inspections required by the Purchaser shall be carried out at the Company’s works at the expense of the Purchaser. When any Goods have been finally passed as satisfactory by a representative of the Purchaser the same shall be deemed to comply with the Company’s obligations under the Contract in all respects and no claim thereafter that the Goods are defective or unsatisfactory in any respect can be made or recognised.
The Company will accept no liability for failure to attain any performance figures quoted by the Company unless the Company has specifically guaranteed them, subject to any tolerances specified or agreed to by the Company, in an agreed sum as liquidated damages. If the performance figures obtained on any test provided for in the Contract are outside the rejection limits specified therein, the Purchaser will be entitled to reject the Goods.
Before the Purchaser becomes entitled to claim liquidated damages or to reject the Goods the Company is to be given reasonable time and opportunity to rectify their performance. If the Purchaser rejects Goods, the Company will repay the Purchaser any sum paid by the Purchaser to the Company on account of the Contract price. The Purchaser assumes responsibility that Goods stipulated by the Purchaser are sufficient and suitable for the Purchaser’s purpose save in so far as the Purchaser’s stipulations are in accordance with the Company’s written advice.
All specifications, drawings, and particulars of weights and descriptions submitted with the Company are approximate only and the descriptions and illustrations contained in the Company’s catalogues, price lists and other advertisement matter are intended merely to present a general idea of the Goods described therein, and none of these shall form part of the Contract.
- The Company guarantees at its discretion to refund the price of the Goods, or to repair, or to replace free of charge any of the Goods found to its satisfaction to be defective within twelve months of the date of delivery owing to the Company’s faulty design, materials or workmanship, provided that the Goods have been operated and maintained within the Company’s recommendations for use and have not been modified or repaired other than by the Company. Where the Company has manufactured the Goods to a design or specification of the Purchaser no liability is accepted by the Company for design errors which remain the responsibility of the Purchaser. In the case of Goods not manufactured by the Company, its liability shall in no circumstances extend beyond the liability to the Company of the Manufacturer of such Goods.
- The Company shall be under no liability under the above warranty (or under any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
- Goods returned under this guarantee shall be delivered to the Company’s premises at the Purchaser’s expense. Goods returned under the guarantee and found not to be defective will be returned to the Purchaser at the Purchaser's expense and subject to a charge of 10% of invoice value for testing by the Company.
- The Company reserves the right to make structural and design modifications which are not given in the Company’s documentation so as to keep abreast of continual technical innovations and so as to improve the Company’s appliances as long as the value of the Goods offered is not impaired thereby. The Company is not liable for damage caused by wear and tear, improper treatment, servicing faults, mechanical, chemical, electro-chemical, electrical or physical effects and improper use.
- Subject as expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Except in respect of death or personal injury caused by the Company's negligence the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law , or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Purchaser, and the Company’s total liability under or in connection with the Contract shall not exceed under any circumstances the Contract price except as expressly provided in these Terms.
Unless otherwise expressly agreed to by the Company in writing the Company’s prices for goods are based on the cost of goods or material, labour and transport, (including the cost of conforming to obligations imposed by Statute or Government Order) ruling at the date when such prices are quoted or in the absence of a quotation when such prices are agreed in writing by the parties. In the event of the expense to the Company of producing the goods being increased or reduced directly or indirectly by reason of any subsequent fluctuation in such cost, or by reason of any other cause or factor beyond the Company’s control or by reason of any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions, the Company reserves the right to make a corresponding increase or reduction in the Company’s prices to meet any such fluctuation, change, delay or failure.
Orders amounting to £25.00 net, or less, will be billed at £25.00 plus the transportation charges.
- Risk passes to the Purchaser on the Purchaser's receipt of the Goods. Ownership passes to the Purchaser only when the Goods are fully paid for in accordance with clause 5 hereof.
- Until such time as the ownership in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company's property, but the Purchaser may use the Goods in the ordinary course of its business.
- The Company may, at any time if payment is overdue in whole or in part without prejudice to any other right arising pursuant to or consequent upon this Agreement, for the purpose of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Purchaser.
- Goods in transit in either the Company’s own transport or carriers’ vehicles in the United Kingdom or Western Europe are insured by the Company under a general policy. Outside this territory special insurance arrangements will apply.
- The Company can accept no responsibility for any loss or damage to Goods or materials while in transit by railway or other carrier unless the Purchaser or consignee notes the loss or damage on the delivery note before signing the same and also notifies the Company and the carrier in writing of the loss or damage within 3 days of receipt of the Goods or materials at the latest. In the event of Goods or materials failing to reach their destination within 20 days (if despatched by railway) of the date of despatch as notified to the Purchaser by the Company or within 10 days of the date of such despatch (if despatched by road transport) the Purchaser must inform the Company of the fact by no later than the twenty-second day after despatch (if despatched by rail) and the twelfth day after despatch (if despatched by road transport) or otherwise the Company cannot be responsible for any claim in respect thereof.
- The Purchaser shall at its own expense retain duplicate copies of all design or specification documentation or other materials and any data or other documentation provided by the Purchaser to the Company relating to the Contract and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage however caused.
When Goods are ready for delivery, but delivery is delayed with the Company’s consent at the Purchaser’s request, payment shall become due as if delivery had been made when the Goods are so ready. Goods will be stored at the Purchaser’s risk and expense and charged at half percent of invoice value per month.
- In the case of special custom built goods, the Purchaser shall indemnify the Company against all damages, penalties, costs and expenses for which the Company may become liable through any work done by the Company in accordance with the Purchaser’s design or specifications involving infringement of a patent, copyright, trademark, registered design or any other industrial or intellectual property right of any other person.
- Any illustrations, photographs, drawings etc. attached to the Company’s quotations or deliveries remain the Company’s property and may not be copied or made accessible to third parties in any way without the prior written consent of the Company.
The Purchaser must ensure that in relation to any Goods supplied by the Company all of the relevant provisions of the Health and Safety at Work Act 1974 are complied with. In particular the Purchaser must ensure that instructions as to the use of the Goods supplied by the Company are clearly displayed and that adequate information is passed to all persons concerned about the conditions necessary for the safe use of such Goods. The Purchaser shall indemnify the Company against all actions, claims, demands, costs and expenses in respect of non-compliance with any provisions of the said Act.
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified in the Contract or such other address as that party may from time to time notify to the other in writing and shall be deemed to have been served, if sent by post, when it would have been delivered in the ordinary course of the post.
Unless otherwise stated this Contract is subject to English Law and shall be interpreted in accordance therewith and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English courts.