Conditions of Sales & Terms of
1.1 The Buyer means the person, firm or
company placing an order with the company.
1.2 The Company means
Permaquip Limited, its subsidiary or associate companies.
1.3 Products means all
equipment materials and services which are the subject of the
Buyer's order or which are to be supplied to the Buyer by the
Company under these Conditions of Sale,
1.4 Contract means the
contract for the supply of products formed by the company's
acceptance of the Buyer's order.
1.5 Carrier means any person firm
or company engaged by the Company under a contract for the carriage
of the product.
1.6 Service means the physical
inspection of equipment by the Company, and replacing faulty or
unserviceable parts (whether issued free by the Buyer or procured
by the Company).
1.7 Manufactured Product means a
set of component parts which have been procured by the Company and
which form an assembly that has been put together and tested by the
Company for sale as a complete working entity that meets the
specifications referred to in the Company's quotation. In the
absence of a comprehensive specification for the performance of the
Manufactured Product, the Company's test will be to ensure the
basic functioning of the Manufactured Product,.
2.1 There shall be no
contract unless the Company accepts the Buyer's order by an
Acknowledgement of Order form or by pro forma invoice.
2.2 The prices,
specifications, delivery times or any other information concerning
the Products contained in any quotation given by the Company to the
Buyer are commercial estimates only and are not binding on the
Company and may be modified at any time without notice to the
2.3 All orders are
accepted subject to these conditions. No terms or conditions put
forward by the Buyer or contained in any order form shall be
binding on the Company.
2.4 The Buyer
acknowledges that these Conditions and any specific details stated
on the face of the Company's Acknowledgement of Order form or
pro-forma invoice (and any additions or amendments thereto agreed
in writing by the Company) constitute the entire subject matter of
the Contract and that there are no other representations,
warranties, Conditions, terms or obligations, whether written or
oral, expressed or implied, by custom or otherwise. It is the
responsibility of the Buyer to ensure that all such specific
details are correct and accurate and discrepancies must he notified
to the Company immediately upon receipt.
3.1 Unless the Company
expressly agrees in writing the price for the Products shall be the
price in effect at the time of shipment of the products.
3.2 In the event that the
Company expressly agrees in writing that clause 3.1 shall not apply
and that there shall be a firm price for the products then (in
addition to any other matter agreed in writing between the Company
and the Buyer relating to the price for the Products):
3.2.1 if the Buyer fails to provide the
Company within 3 working days after receipt of the Company's
Acknowledgement of Order form, pro-forma invoice, or specific
request (written or oral) with sufficient information and
documentation (as the Company shall determine necessary) to enable
the Company to proceed with the Contract forthwith; or
3.2.2 if work under the Contracts is
suspended or delayed due to the fault or neglect (including failure
to make payment for the Products in accordance with clause 4 below)
of the Buyer, its servants, agents or contractors, or any other
cause beyond the reasonable control of the Company the Company
shall be entitled to increase such firm price to cover any
increased cost to the company caused by any such failure,
suspension or delay.
3.3 Prices are
exclusive of all VAT, taxes, duties and delivery charges, which
shall be solely for the Buyers account.
4.1 Unless the Company
shall allow the Buyer credit payment terms as an approved account
in accordance with clause 4.2, payment of the price of the
Products, shall be made in full by the Buyer to the Company in
pounds sterling within 3 working days of receipt of the Company's
Acknowledgement of Order form or pro-forma invoice accepting the
Buyers order, and the Company's obligations under the Contract are
wholly conditional upon such payment being made. All such payments
may at the Company's option be appropriated to the Contract or any
other contract between the Company and the Buyer then due for
4.2 The Company may in
its sole discretion designate the Buyer as an approved account and,
in any such case, unless the Company shall otherwise direct,
payment of the price for the Products shall be made in full by the
Buyer to the Company in pounds sterling no later than 30 days from
the date of invoice or the date of delivery of the Products to the
Buyer whichever is earlier or, in the event that the Buyers
shipping instructions are not received as required by the Company
or shipment is held on the Buyer's request, of notification by the
Company, that the Products are ready for delivery. The Company
expressly reserves the right in its sole discretion to refuse to
designate the Buyer as an approved account, to withdraw such
designation at any time without notice and to require payment in
accordance with clause 4.1 above notwithstanding such designation
including, with respect to future deliveries of the Products where
delivery is by installment.
4.3 Without prejudice
to the Company's other rights in the event that any payment from
the Buyer is overdue, the Company reserves the right to disallow
any discount otherwise available to the Buyer thereupon and to
charge interest and costs on any overdue payment to be added to the
amount outstanding at a monthly rate of 5% compounded accruing on a
daily basis until the company has received payment in full.
4.4 The Buyer shall
neither withhold payment of any amount due under the Contract in
respect of any disputed claim for damage to the Products or any
other alleged breach of contract by the Company, nor entitled to
exercise a right of set-off.
4.5 The Company may
cancel the Contract if the Buyer shall suffer any distress or
execution to be levied on its goods or if it makes any arrangement
with its creditors or enters into voluntary or compulsory
liquidation, or has a receiver, manager or administrator appointed
over any of its property or assets, or if the Buyer, being an
individual shall commit an act of bankruptcy or have a receiving
order made against him/her.
4.6 If any Payment
from the Buyer to the Company under the Contract is overdue, the
Company may suspend further deliveries under the Contract or any
other contract with the Buyer and if such payment shall remain in
arrears for more than 14 days the Company may cancel this Contract
or any other contract with the Buyer in whole or in part without
prejudice to its other rights and without incurring any liability
to the Buyer.
4.7 If the Buyer makes
payment by way of credit card payment and the credit card issuer
declines to process such payment or requires the Company to refund
any such payment made then such payment shall be deemed not to have
been made and the provisions of this clause 4 relating to overdue
payment shall apply.
5.1 All drawings,
photographs, illustrations, performance data, dimensions, weights,
and other technical information, specifications and particulars of
the Products are published and supplied by the Company in the
belief that they are as accurate as reasonably possible but are not
to be treated as binding or as forming part of the Contract. It is
the responsibility of the Buyer to ensure the accuracy of all such
materials and information and the Company accepts no liability in
this respect. All such material and information is copyright and
may not be disclosed to third parties without the Companies consent
5.2 Where any order
accepted by the Company is subject to the approval by the Buyer of
drawings, prototypes or any other condition such approval shall not
be unreasonably withheld or delayed.
6 Orders to Customers
In any case where the Products are to be manufactured to the
Buyer's specifications, and notwithstanding the payment by the
Buyer of pre production work and materials, all intellectual
property rights in the Products (including, without limitation,
all, prototypes and the copyright and other intellectual property
rights in all drawing, designs and specifications) shall be and
remain the absolute property of the Company and the Buyer
acknowledges that it has no right, title or interest therein.
7. 1 Delivery is on an
ex-works basis. All delivery times quoted are best estimates only
and whilst the Company will endeavour to avoid delay, the Company
shall under no circumstances whatsoever be liable to the Buyer for
any loss or damage whether direct, indirect or consequential,
arising from delay in the performance of the Contract. In the event
of any delay attributable to the failure of the Buyer to provide
information to the Company, to approve drawings or prototypes
submitted by the Company or to take any other action reasonably
required, the delivery time shall be extended accordingly.
7.2 If the Company is
unable to perform the work or part of the Contract due to any cause
or event beyond its reasonable control including (without
limitation) acts of God, acts of government, industrial action,
severe weather, default of the suppliers or any other such cause or
event whatsoever the Company may at its option by notice in writing
to the Buyer cancel or suspend the Contract in whole or in part
without liability and without prejudice to the Company's rights to
receive payment of the price of all Products previously delivered
or work already done.
7.3 The Company may
deliver by instalments in such quantities as it may reasonably
decide; such instalments shall be separate obligations and no
breach in respect of one or more of them shall entitle the Buyer to
cancel any subsequent instalments or repudiate this contract as a
7.4 Unless the Company
shall otherwise expressly agree in writing, delivery of the
Products by the Company to the Carrier shall constitute delivery of
the Products by the Company to the Buyer or, if Buyer's shipping
instructions are not received as required, or shipment is held on
Buyers request, delivery of the products will be constituted by
packing and placement of the products in the Company's storage area
or as the Company may determine. The Products shall be at the
Buyers risk immediately on delivery, and the Buyer shall insure
comprehensively the Products against the usual risks accordingly.
The Company shall not be liable in any way whatsoever for any
delay, breakage or damage to or loss of the Products after the
Company has made delivery to the Carrier.
8.1 The Company shall
retain title to the Products until it has received payment in full
of all sums due to the Company for (a) the supply of the Products
to the Buyer and (b) in connection with any other transaction with
the Company whether or not related to the supply of the Products.
For these purposes The Company has only received a payment when the
amount of that payment is irrevocably credited to its bank
8.2 If any item of the
Products owned by the Company is attached to, mixed with or
incorporated into other goods not owned by the Company and is not
identifiable or separable from the resulting composite or mixed
goods, title to the resulting composite or mixed goods shall vest
in the Company and shall be retained by the Company for as long as
and on the same terms as those on which it would have retained
title to the Products in question.
8.3 The Buyer shall
store the Products owned by the Company in such a way that they are
clearly identifiable as the Company's property, shall maintain
records of such Products identifying them as the Company's
property, of the persons to whom it sells or disposes of such
Products and of the payments made by such persons for such
Products. It will allow the Company to inspect these records and
the Products themselves on request. All products supplied by the
Company in the Buyers possession shall be presumed to belong to the
Company (unless the Buyer can prove otherwise).
8.4 The Company shall
be entitled to trace the proceeds of sale and any insurance
proceeds received in respect of the Products owned by the Company.
Such proceed, shall be paid to a separate bank account and shall be
held by the Buyer on trust or the Company.
8.5 If the Buyer fails
to make payment to the Company when due, enters into bankruptcy,
liquidation or a composition with its creditors, has a receiver,
manager or administrator appointed over all or part of its assets,
or becomes insolvent, or if the Company has reasonable cause to
believe that any of these events is likely to occur, the Company
shall have the right, without prejudice to any other remedies:
8.5.1 to enter without prior
notice any premises where the Products owned by it may be, and to
re-possess and dispose of any such Products owned by it so as to
discharge any sums owed to it by the buyer.
8.5.2 to require the Buyer not to
resell or part with possession of the Products owned by it until
the Buyer has paid in full all sums owed by it to the Company;
8.5.3 to withhold delivery of any
undelivered Products and stop any Products in transit. Unless the
Company expressly elects otherwise any contract between it and the
Buyer for the supply of the Products shall remain in existence
notwithstanding any exercise by the Company of its rights under
8.6 The Products
shall, once the risk has passed to the Buyer in accordance with
clause 7.5 or otherwise, be and remain at the Buyer's risk at all
times unless and until the Company has retaken possession of such
addition to any right of lien to which the Company may by law be
entitled, the Company shall upon the occurrence of any of the
events described in clause 8.5 above be entitled to a general lien
on all the goods of the Buyer in the Company's possession (although
such goods or some of them may have been paid for) for the unpaid
price of the Products or any other goods sold and delivered to the
Buyer by the Company under this Contract or any other contract
between the Company and the Buyer.
Where the Company is producing a Manufactured Product for the
Buyer, the Company warrants to the Buyer that the Manufactured
Product will be free from defects in workmanship and materials for
a period of 12 months (the warranty period) from the date of
invoice or the date of delivery to the Buyer whichever is
Where the Company is providing a maintenance Service to the Buyer
(even though the Company may have supplied some or all of the
component parts in the service) the Company shall not under any
circumstances be responsible for the correct working of the
Products supplied to the Buyer. It is the Buyers responsibility to
make the Products work and to commission the servicing accordingly.
The Company warrants to the Buyer that the Products supplied as
part of the maintenance Service will be free from Gross Defects in
workmanship only, for a period of 12 months (the warranty period)
from the date of invoice or from the date of delivery to the Buyer
whichever is earlier.
9.3 The warranties
referred to in clause 9.1 and 9.2 shall only apply if the Buyer
makes a full inspection of the Products within 5 working days of
delivery to the Buyer and thereafter, within 3 working days, gives
the Company written notice containing full particulars of any
defects it discovers and the circumstances in which such defects
occurred. The Company shall at its sole option EITHER repair,
replace OR give a credit equivalent to the value of the Company's
charge for any such Products which its examination confirms are
defective within the warrantee period and within the terms of
warranties referred to in clause 9.1 or 9.2 PROVIDED that the Buyer
has adhered to the payment provisions contained in clause 4 and
FURTHER PROVIDED that the Buyer returns the defective Products to
the Company (or its authorised service depot as directed by the
Company) and pays all transportation charges, duties and taxes
associated with the repair, replacement and return of the Products
to the Buyer.
The repair or replacement of defective products during the
warranty period in accordance with clause 9.3 shall not as regards
such products extend the warranty provided.
The provisions of clause 9 do not extend to any Products which
have been subjected to misuse, accidents or improper installation,
maintenance, application or operation nor do they extend to
Products which have been repaired or altered otherwise than by
agents or employees of the Company unless previously authorized in
writing by the company.
warranties contained in this clause 9 are the only warranties
applicable to this agreement and the Products and no
representations or warranties given or made which are not contained
in this agreement shall be applicable unless in writing signed by a
director of the company expressly amending this agreement.
the fullest extent permissable by law, all warranties implied by
law are expressly excluded save that this shall not exclude
liabiity for death or personal injury.
10 Limitation of
Save as expressly provided in clause 9, the Company shall have no
liability whatsoever to the buyer whether in contract, tort or
otherwise for any indirect, special, consequential or incidental
loss or damage of any kind suffered or incurred by the buyer
howsoever caused or arising, whether from breach or nonperformance
of any of its obligations under the contract or from the supply,
installation, performance, operations or use of the products,
except liability for death or personal injury arising from the
Company's proven negligence.
11 Goods and Testing
11.1 If the Products are
used including circumstances subject to the Health and Safety at
Work Act 1974 or any other similar legislation current or future,
then the Products must be regularly tested by the Buyer and any
user of the Products to ensure that they are suitable (and continue
to be suitable) for the purpose for which they are to be used.
12.1 The Buyer warrants that
any design or instruction furnished or given by it shall be such as
will cause the Company to infringe any letters patent, copyright,
registered design or trade mark in the performance of the Contract,
and the Buyer undertakes to indemnify the Company against all
damages, penalties, cost and expenses to which the Company may
become liable as a result of work done in accordance with the
Buyers designs or instructions which involves the infringement of
any letters patent, copyright, registered design or trade mark.
12.2 The Company make no
warranty or representation whatsoever that the Products do not
infringe any letters patent, copyright, registered design or
trademark and accepts no liability in this respect.
The Contract shall not be assigned in whole or in part by, either
party without written consent of the other party, except that the
Company may assign as rights, liabilities and obligations to an
associated company without prior written notice.
The Buyer shall promptly pay when due all taxes, duties and
other charges upon the export, import, sale, purchase, ownership,
possession or use of the Products. Any such taxes, duties or other
charges paid by the Company shall be for the account of the Buyer
and shall 6e set out on the Company's invoice.
The Company's failure to insist upon the strict performance of any
of the Buyers obligations under the contract shall, not be
construed as a waiver and shall not affect the company's right to
require strict performance of such obligation.
16 Costs of Enforcement
The Buyer shall pay to the Company all expenses, including legal
costs on a full indemnity basis, incurred by or on behalf of the
Company in enforcing the provisions of this Contract.
17 Amendments or
No amendment or variation of any of these conditions is
effective unless it is in writing and signed by a duly authorised
director of the Company.
Headings to the clauses in these Conditions of Sale are for ease
of reference only and shall not reflect the construction of these
If any provision of these Conditions is found to be invalid or
unenforceable, the invalidity or unenforceability of such provision
or part shall not affect any other provision or the remainder of
the provision in which such invalid or unenforceable part is
contained, which shall remain in full force and effect.
correspondence for the Company shall be addressed to:
Permaquip Limited, Unit A, Brierley Industrial Park, Stanton
Hill, Sutton in Ashfield, Nottinghamshire, NG17 3JZ.
21 Governing Law and
The Contract shall be governed by and construed in accordance
with the laws of England and the Buyer agrees to submit to the
non-exclusive Jurisdiction of the English Court.
22 Data Protection Act
The Company may transfer information about you to its
a) May use, analyse and
assess information about you, including the nature of your
transactions, and exchange such information with other members of
their group of companies and others for credit or financial
assessment, market research, statistical analysis, insurance claim,
underwriting and training purposes and in making payments and
servicing their agreement with us;
b) From time to time, may
make searches of your record at credit reference agencies where
your record with such agencies may include searches made and
information given by other businesses; details of their searches
will be kept by such agencies but will not be seen by other
organizations that may make searches;
c) May give information
about you and your indebtedness to the following:
Our or their insurers for underwriting and claims purposes;
Any guarantor or indemnifier of your or our obligations to
enable them to assess such obligations;
Their bankers or any advisers acting on their behalf;
Any business to which your indebtedness or our arrangements with
our financiers may be transferred - to facilitate such
d) May monitor and/or record
any phone calls you may have with them, for training and/or
e) In the event that they
transfer all of any of their rights and obligations under their
agreement with us to a third party, may transfer information about
you to enable the third party to enforce their rights or comply
with the obligations.
We will provide you with details of our financiers on request,
including a contact telephone number if you want to have details of
the credit reference agencies and other third parties referred to
above from whom the obtain and to whom they may give information
about you. You also have a right to receive a copy of certain
information they hold about you if you apply to them in writing,
however a fee will be payable.
23 Non solicitation of key
The Buyer will not, for a period of 12 months from the date of
this Contract, solicit nor canvass for the purpose of employment or
engagement nor employ nor engage in any capacity whatsoever any
member of the Company's sales force or other senior employee
or consultant whether self employed or not.