Our quotation and your resultant order shall not constitute a contract between us until your order is accepted in writing by us.
7.1 ACCEPTANCE. Quotations are subject to acceptance within thirty days from their date on U.K. contracts and sixty days on overseas contracts. Clerical errors and omissions are subject to correction.
7.2 PACKING. Unless otherwise specified, all packing cases, crates, etc., are included in the price quoted and are not returnable.
7.3 DRAWINGS ETC. All specifications, drawings and particulars of weights, measurements, ratings and other information submitted are approximate only and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matters are intended merely to present a general idea of the goods described therein and none of them shall form part of the Contract. After acceptance of our quotation a set of certified outline prints will be supplied free of charge if we consider that to be necessary.
7.4 TESTS. Our manufactures are carefully inspected at our Works before being despatched. Any further test or tests required will be charged extra.
7.5 If, after seven days’ notice that we are ready to proceed with any further test you require to attend and you and your representative should fail to attend at the appointed place, such test may be made in your absence and shall be deemed to have been made in your presence and to be conclusive. Any delay occasioned by request for further tests shall be taken into account in computing the time for despatch.
7.6 DESPATCH. The time given for despatch is to date from receipt by us of your written acceptance and of all the necessary information and/or drawings to enable us to commence work. Whilst using our best endeavours to despatch on the date given, no liability for failure to do so is accepted by us. Should the due performance of our obligations be hindered or delayed by any cause whatsoever beyond our reasonable control, including but without limitations, Act of God, war, strikes, lockouts, combinations of workmen, fire, flood, drought, civil commotions, epidemics, accidents or defective or delayed delivery of material, our time for delivery is to be extended as may be reasonable in the circumstances. We are not to be responsible for any delay occurring in the course of transit from our Works to the place of delivery. Where delivery is to be by instalments; defective delivery of one instalment shall not enable you to cancel the Contract.
7.7 STORAGE. If we do not receive forwarding instructions sufficient to enable us to despatch within 14 days after notification that the goods are ready for despatch, you.
7.8 shall take delivery or arrange for storage. We are prepared, if storage facilities permit, to store the goods at your risk in all respects making a charge at such rate as we notify you until the goods are despatched.
TERMS OF PAYMENT.
7.9 DAMAGE IN TRANSIT. Where we undertake to deliver goods, we are not to be responsible for loss or damage to goods beyond the point of delivery. We will repair or replace free of charge goods damaged in transit up to the point of delivery but not beyond. We are not to be responsible for any loss or damage sustained by you owing to delays arising from damage to or partial or total loss of the goods in transit. Any liability devolving upon us as aforesaid is contingent upon proper notice being given to the Carriers in accordance with their regulations and upon a copy thereof being duly sent to us with full particulars of the state and extent of the damage.
7.10 PROPERTY. The property in the goods shall pass to you at the point of delivery. We reserve the right to retake possession of the goods in the event that you fail to comply with the agreed payment terms and to enter your premises at any time during normal business hours for the purpose of retaking possession.
7.11 PERFORMANCE. Any figures given for performance are based upon our experience and upon the information and/or the characteristics of the sample supplied by you to us and are given in good faith. Should you not be able to obtain the performance figures within the margin quoted within one month from the commencement of the operation, you should notify us and give us an opportunity to do so (you supplying all material to be treated, power and labour as required by us) and if we are unable to obtain such performance figures within three months thereafter our liability shall be limited to returning to you any moneys paid by you to us in respect of the goods the subject of our quotation, you returning to us such goods F.O.R. your works or nearest railway siding. Any variation in the characteristics of the material to be treated can affect performance figures. A just allowance for any effect of such variation is to be made in considering the accuracy of any performance figures given by us.
7.12 DEFECTIVE PARTS, MATERIALS OR WORKMANSHIP. In lieu of any warranty, condition or liability imposed or implied by law our liability in respect of any defect in or failure of the goods supplied or for any loss, injury or damage attributable thereto is limited to making good by replacement or repair defects which under proper use appear therein and arise solely from defective parts, material or workmanship, within a period of twelve calendar months after delivery, provided always that such defective parts are promptly returned free to our Works unless otherwise arranged. Under no Circumstances will we accept any liability for consequential loss.
7.13 PURCHASERS SPECIFICATION MATERIALS. Where goods are supplied to the purchaser’s specification, we cannot accept any responsibility for the performance of the goods and are hereby indemnified by the purchaser from any claims, losses or expenses arising out of infringement of any patent or similar right. In addition, we shall not be liable for any damage or loss arising out of the supply by the purchaser of any materials, patents or tools.
7.14 LIABILITY FOR ACCIDENTS AND DAMAGE. In cases in which we install or repair the goods on your premises, then until such installation or repair has been completed we will indemnify you against direct damage or injury to your property or person or that of others attributable wholly to the negligence of ourselves or our servants, to the extent of repairing the damage to property or compensating personal injury, provided always that our total liability for loss, damage or injury shall not exceed the total value of the contract. We are not to be liable for any other damage, loss or injury of any kind whatsoever other than as stated above.
7.15 ERECTION/COMMISSIONING CHARGES. Charges for Erection/Commissioning Engineers are available on request.
7.16 ENGINEER’S TRAVELLING AND ACCOMMODATION. All Engineers’ travelling and accommodation expenses in accordance with Company Conditions of Service will be charged to the purchaser at cost plus 10 per cent.
7.17 ANCILLARY SERVICES AND STAFF. The purchaser will provide suitably trained operating personnel to run the Plant together with all fuel, water, lubricating oil, power, light, chemicals and other services required in connection with erection for commissioning of plant.
7.18 OFF-LOADING, STORAGE, FOUNDATIONS AND ELECTRICAL WIRING. Unless otherwise agreed in writing the purchaser will be responsible for off-loading and storage of plant and materials at site and for arranging the construction of any foundations or other civil work or for the installation of electrical wiring and cable work.
7.19 DELAYS. The Contractor’s Engineers shall be given free and uninterrupted access to the site, and if there should be interruption of erection work due to any cause whatsoever outside the Contractor’s control including late completion of the foundations, inclement weather or loss of or damage to equipment, then the purchaser shall be responsible for the charges set out in Clause 6.15 for the Contractor’s Engineers and other expenses incurred during the period that work is at a standstill, or not proceeding at normal rate. A suitable extension of any completion date shall also be allowed by the purchaser.
7.20 CONTRACT PRICE VARIATION. We reserve the right to increase our prices following:
7.21 PURCHASERS DEFAULT. If the purchaser shall make default in payment or commit any breach of the terms of these conditions, or shall commit any act of bankruptcy, or shall have any execution or distress levied on its goods or property, or being a limited company shall pass a resolution to wind up the company, or if a receiver be appointed, then we shall have the right to terminate the Contract forthwith without prejudice to any other claims or rights which might otherwise be made or exercised.
7.22 ARBITRATION. Any difference or dispute arising out of the Contract shall be settled by arbitration in England by reference to a single arbitrator who shall be agreed between the parties, or who failing such agreement shall be appointed at the request of either party by the President for the time being of the Institution of Mechanical Engineers.
Any such arbitration shall be conducted in accordance with the Arbitration Act 1950, or any statutory re-enactment thereof.
7.23 LEGAL CONSTRUCTION. The Contract shall be construed and operate as an English Contract and in conformity with English Law.
CANCELLATION POLICY. In the event of contract cancellation, the cancellation costs will need to be discussed and agreed but will, at a minimum, be the value of the goods at time of cancellation via calculation of materials, labour and profit plus 10% administration charge.
