The following are the terms and conditions upon which Arc Welding Products Limited (“the Company”) will accept orders for the sale of engineering and welding equipment (“the Goods”) from customers (“the Customer”). Performance will be tendered by the Company solely upon these terms and conditions, which supersede any purchase order. Variations to these terms and conditions are valid only where set out in writing and signed by a director of the Company.
1. Orders for Goods (other than counter sales) shall be submitted by telephone, fax or e-mail directed to the Company. Acceptance of Orders by the Company shall be effected either by way of delivery of an Order Acknowledgement or by physical delivery of the Goods to the Customer accompanied by a delivery note. Where delivery of Goods to the Customer’s premises is required, the Customer shall when submitting an Order specify the required delivery address.
2. Orders accepted by the Company may be amended or cancelled only with the Company’s written agreement. The Company shall be under no obligation to accept cancellation but, if it does so, reserves the right to charge the Customer any direct and administrative costs which it incurs.
3. The price for the Goods shall be either: 3.1. that quoted in writing by the Company or, if no quotation has been given 3.2. the list price for the Goods as set out in the Company’s price list as at the date of the Order less any trade discount allowed to the Customer by the Company.
4. Payment for Goods shall be made as follows: 4.1. in respect of Customers without a credit account in cash or by credit card at the time of purchase 4.2. where the Customer has been granted a credit account, within the credit period specified and up to the approved limit, the Company will be under no obligation to make any further delivery of Goods when payment is overdue or the Customer exceeds its/their credit limit.
5. The Company shall be entitled to charge and be paid interest at a rate equal to 2% over the base lending rate of Lloyds TSB Bank PLC on money overdue for payment, such interest to accrue daily.
6. The Company reserves the right to charge for carriage of non-stock Goods to the Customer or to charge where specifically mentioned in a quotation. Where the Company delivers Goods to the Customer it is the Customer’s responsibility to ensure that: 6.1. it has available the installation equipment and facilities required to enable the Goods to be delivered 6.2. its nominated premises for delivery have adequate means of access for the Company’s delivery vehicle 6.3. the Customer will enable delivery to be effected in normal working hours (unless otherwise agreed in writing by the Company) and that the Goods may be off loaded from the Company’s vehicle within 30 minutes after arrival 6.4. a suitably qualified person will be available to accept delivery and to confirm delivery by signature of the Company’s delivery note (which shall constitute evidence of due delivery)
7. Where a specific time or date is set out in a quotation, order or order acknowledgement, the Company will use its reasonable endeavours to make delivery as so specified but time for delivery shall not be of the essence of the contract and the Company shall be under no liability to the Customer in the event of any delay in delivery.
8.1 Neither party shall be responsible for any delay or failure in performing its obligations under any contract, except for the obligation to pay money due, to the extent that such delay or failure is caused by an event or condition beyond reasonable control of such party (a “Force Majeure Event”) including but not limited to, strike, lockout, work stoppage or other labour commotion, epidemics, fire, embargo, acts of war, action of terrorists, sabotage, governmental restriction or prohibition of exports or imports. 8.2. The party prevented or delayed from performing any of its obligations under the contract due to a Force Majeure Event shall be entitled to extend the time of its performance, provided that such party without undue delay gives the other party written notice describing the particulars of the Force Majeure Event and the obligations which are thereby delayed or prevented. When the non-performing party is able to resume performance of its obligations under the contract, it shall give the party written notice to that effect.
9.1. Title to Goods sold by the Company to the Customer shall remain vested in the Company until full payment of the price by the Customer. Pending such payment the Customer shall be at liberty to utilise the Goods in the normal course of its business but not further or otherwise. 9.2. For the purpose of ascertaining whether the Customer has made payment for Goods supplied by the Company any payment made by the Customer to the Company shall be deemed to relate firstly to Goods which are no longer in the Customers possession (whether or not such payment has been tendered or allocated by the Company or Customer to Goods remaining in the Customer’s possession) 9.3. If the Customer (being an individual) shall be made bankrupt or propose an arrangement with his creditors or (being a body corporate) shall be subject to an insolvency event (as defined below) then the Company shall be entitled to recover possession of any Goods in which title remains vested in the Company and the Customer grants to the Company a general licence to enter onto any premises on which such Goods are situated to enable it so to recover possession 9.4. For the purposes of this condition the expression “insolvency event” shall mean: 9.4.1.the presentation of a Petition of the winding up of the Customer, or 9.4.2. the passing of a winding up resolution by the Customer, or 9.4.3. an application for an Administration Order in relation to the Customer, or 9.4.4. the appointment of receiver or receiver and manager over the assets and undertaking of the Customer, or 9.4.5. the proposal by the Customer of a Corporate Voluntary Arrangement, or 9.4.6. the levy of distress or execution against the Goods 9.5 Where the Company recovers possession of Goods supplied to the Customer the Company will credit the Customer with the value of such Goods in their then condition less the direct and administrative costs incurred in recovery of possession.
10. The Goods shall be at the risk of the Customer from delivery.
11. The Customer is responsible for ensuring that the ultimate user and all persons handling and using the Goods are thoroughly educated and trained in respect of the potential hazards associated with the Goods and for complying with all legal obligations in connection with them.
12.1. The following conditions apply to define the liability of the Company arising out of any defect in Goods supplied including the suitability of Goods for the purpose for which the Customer requires them. Except as specifically provided for in these conditions, the Company shall not be liable to the Customer in damages for any such defect on unfitness for purpose and all terms, conditions and warranties as to condition, quality or fitness of purpose are hereby excluded whether express or implied in fact or by law. 12.2 Nothing in these Conditions shall exclude or limit the liability of the Company for death or personal injury arising out of negligence. 12.3 The Company does not manufacture Goods sold by it. The Company will at the request of the Customer assign to the Customer all or any rights the Company has against the manufacturer or supplier of the Goods to the Company providing that the Customer shall provide to the Company a suitable indemnity as to any costs associated with such assignment or the enforcement of any such rights. 12.4 Notwithstanding the provisions of condition 12.1. the Company will be liable to the Customer for loss and damage arising out of any defect in Goods or unfitness of Goods supplied for a purpose made known to the Company where such defect or unfitness arises out of negligence on the part of the Company or its employees subject to following :- 12.4.1 Any such defect or unfitness must be notified in writing to the Company within 14 days following delivery or (if later) the date on which such defect or unfitness becomes apparent 12.4.2 The Customer must make available for inspection by the Company any Goods which it claims to be defective or unfit for the purpose required 12.4.3 In no circumstance shall the liability of the Company in respect of any claim exceed sum of £500,000.
13. The Company shall not be liable for loss or damage of Goods in transit unless the Customer notifies the Company in writing of such loss or damage within 2 working days.
14. These terms and conditions shall be construed in accordance with English Law and the courts of England and Wales shall have sole jurisdiction to determine any matter in dispute between the parties.