The price of goods and services shall be the Company’s quoted price or where no price has been quoted, or a quoted price is no longer valid, the price listed in the Company’s published Price List current at date of acceptance of order.
All prices that are the subject of a quotation are valid for a period of 60 days from the date of quotation unless otherwise stated.
The Company reserves the right to increase any price if cost of material and/or wages increase after acceptance of order and before delivery. In such event the Company will notify the customer of the increase in price, and the customer shall have the right to cancel the order providing the Company is notified of such cancellation in writing within 7 days from the date Company’s advice of price increase.
Except as otherwise stated under the Terms of any quotation or of and price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an Ex Works basis and exclusive of packing, transport and insurance costs.
The Company will use its best efforts to make delivery at the time and date specified but the time and date specified shall be deemed to be an estimate only and the Company shall not be held responsible for any loss direct or consequential as a result of delay in delivery or installation of equipment. If the Company is unable to deliver the whole or any part of the order due to reasons outside the Company’s control, the Company has the right to cancel or suspend the whole or part order. The delivery period quoted will commence from the date of receipt of an order. Where the Company undertakes delivery such shall be considered to have been made when the equipment or materials have been delivered to the customer’s premises, or site address as specified by the customer, or as otherwise stated by the Company. Where delivery to a site address has been made the Company will deem the delivery to be effected unless notice of non-arrival of goods is received from the customer or his site agent within 7 days of dispatch. Where a period is named for delivery and the period is not extended by the Company in writing or under the provisions of Clause 12 [a] and [b] hereof the Buyer shall take delivery within that period.
If the Buyer fails to take delivery of the goods, or fails to give the Seller adequate delivery instructions at the time stated for delivery [otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault] then, without prejudice to any of the rights or remedy available to the Seller, the Seller may 1) Store the goods until actual delivery and charge the Buyer for the reasonable costs [including insurance] of storage, or 2) Sell the goods at the best price readily obtainable and [after deducting all reasonable storage and selling expenses] account to the Buyer for the excess over the price under the Contract, or charge the Buyer for any short fall below the price under the Contract.
INJURY OR DAMAGE
The customer shall indemnify the Company against all claims whether made under any contract or statute or under Common Law in respect of any loss or damage to any property whatsoever or injury to any person whatsoever arising out of any defect in material or workmanship in connection with any goods manufactured and/or sold by the Company, or any default or negligence on the part of the Company’s servants in connection with or during the carrying out of any work by the Company on Customer’s or any other persons’ property and against any liability whatsoever which may become due as a result of work done in accordance with the Buyer’s specifications which involves the infringement of any letters patent or registered design.
Where the Company undertakes the installation and/or commissioning of the equipment or materials in the customer’s premises or site as specified by the customer, the Company shall not be responsible for any consequential loss by damage occurring as a result thereof nor for third party claims in connection therewith.
CARRIAGE, PACKING AND INSURANCE
Carriage, Packing and Insurance will be charged unless otherwise stated on the quotation. Carriage is normally by surface post or other accredited carriers, dependent on volume. Delivery, carriage, insurance and packing terms for export orders are as stated in writing in the quotations.
LOSS OR DAMAGE
The Company shall not be responsible for any loss or damage in transit and in such event the customer should notify the carriers and the Company in writing and lodge a claim in accordance with the carriers’ regulations. The Company shall not be liable for any loss or damage after the equipment has been delivered. Claims for alleged shortages can only be considered if made in writing within seven day so of delivery.
a) No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that will be suitable for any particular purpose or for use under any specific conditions nor withstanding that such purpose or conditions may be know or be made known to the Seller.
b) Goods represented by the Buyer to be defective shall not from the subject of any claim for work done by the Buyer or for any loss damage or expense whatsoever arising directly or indirectly from such defects but such goods if returned to the company and accepted by it as defective by reason of fault materials or workmanship solely or at the request of the Buyer and if practicable be replaced as originally ordered or repaired [if in the opinion of the Company such goods or equipment are repairable] PROVIDED NEVERTHELESS the Company shall not be liable in any event where;
i) The fault material loss injury or damage was caused by the improper use of the goods or equipment by the Buyer or other third party,
ii) The Company is not notified of the fault within 12 months after dispatch,
iii) The Company is not the manufacturer of the goods or equipment in which event any benefit here under will be limited to the terms of the conditions and warranty’s of guarantee given to the Company by the manufacturers.
iv) The Company is denied free access to the goods for inspection.
v) The Buyer permit persons other than the Company or persons authorised by the Company to affect any replacement or parts maintenance adjustments or repairs to the goods or equipment or uses any spare part not manufactured by or on behalf of the Company.
vi) The Buyer had not properly the goods or equipment in accordance with the instructions pamphlets or directions given or issued by the Company from time to time.
vii) That in all cases where the Company replaces or repairs defective goods the Buyer will bear all labour costs of refitting the replacement or repaired goods.
viii) The Buyer will return all goods declared by the Company to be defective at the Buyers expense.Not withstanding delivery and the passing of risk in the Goods or any other provisions of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other costs.
The Company and the customer shall endeavour to settle amicable between themselves any difficulties arising out of these conditions of sale but any difficulties that cannot be so resolved shall be settle in arbitration in London under English Law.
ACCEPTANCE OF QUOTATION
Acceptance of the Company‘s written quotation shall be taken as acceptance also of these terms and conditions of sale subject to any variation thereto agreed by the Company in writing.
All prices quoted are for the supply of equipment or materials in accordance with the Company’s specification current at time of dispatch accept where otherwise stated in writing. The Buyer shall be responsible to the Seller for insuring the accuracy of the terms of any order [including any applicable specification] submitted by the Buyer, and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with its Terms.
The Seller reserves the right to make any changed in the Specification of the goods which are required to conform with any applicable safety and/or other statutory requirements or, where the goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
Orders excepted by the Company cannot be cancelled except with the Company’s consent, and then only upon the terms would indemnify the Company against loss [including loss of profit], costs [including the cost of all labour and materials used] damages, charges and expense incurred by the Seller as a result of the cancellation.
BASIS OF THE SALE
The Seller shall sell and the Buyer shall purchase the goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or in accordance with any written order of the Buyer which is accepted by the Seller.
No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. The Seller’s employees or agents are not authorised to make any representations concerning the goods, and unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representation which are not so confirmed.
Any advise or recommendation given by the Seller or its employees or agents to the Buyer or its employees 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 the Buyers own risk and accordingly the Seller shall not be liable for any such advise or recommendation which is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Under the terms and conditions of the sale set out above;
a) ‘The Company’ means Afriso Eurogauge Limited
b) ‘The Customer/Buyer’ means the corporation, firm, company, institution, person or persons to whom a quotation is made by the Company or from whom an offer is received and is accepted.
c) ‘Goods’ and ‘Products’ manufactured or sold, or work or services performed by the company.
d) Conditions means the standard terms and conditions of sale in this document and [unless the context otherwise requires] includes any special terms and conditions agreed in writing between the Buyer and the Seller.
e) ‘Contract’ means the contract for the purchase and sale of the goods.
f) ‘Writing’ includes telex, cable, facsimile transmission and comparable means of communication.
TERMS OF PAYMENT
Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time any dispatch of the goods, unless the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the goods are ready for collection or [as the case may be] the Seller has tendered delivery of the goods. The Buyer shall pay the price of the goods [without any deduction or deferment on account of any disputes or cross-claim whatsoever] within 30 days of the date of the Sellers invoice, not withstanding that delivery may not have taken place and the property of the goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.
If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy to the Seller, the Seller shall be entitled to;
a) Cancel the contract or suspend any further deliveries to the Buyer
b) Appropriate any payment made by the Buyer to such of the goods [or the goods supplied under any other contract between the Buyer and the Seller] as the Seller may think fit [not withstanding any purported appropriation by the Buyer]; andCharge the Buyer interest [both before and after any judgment of the amount unpaid], at the rate of 1.5 per centum per annum above National Westminster Bank plc base rate from time to time, until payment in full is made [a part of a month being treated as a full month for the purpose of calculating interest].