Conditions Of Sale
- 1.1 ‘Seller’ means EDS PROCESS PLANT SOLUTIONS LTD
- 1.2 ‘Goods’ means all or, where the context so admits, any part of the equipment and materials supplied by the Seller
- 1.3 ‘Buyer’ means the persons why buys or agrees to buy the Goods from the Seller
- 1.4 ‘Conditions’ means the terms and conditions of sales set out in this document
- 1.5 ‘Contract’ means any contract between Seller and Buyer for the sale and purchase of Goods
- 2.1 The Conditions shall apply to every Contract for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and all conditions including any and terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by the Seller.
- 2.2 Any illegality or invalidity of any of these Conditions or any part of any Condition shall not affect the legality, validity or enforceability of the remainder of these conditions or other part of such Conditions as the case may be.
- 2.3 No Contract shall be created unless the Seller has accepted in writing an order request placed by the Buyer, irrespective of how such order request is expressed.
3. DESCRIPTION AND SPECIFICATION
- 3.1 All specifications, descriptions, drawing blueprints, measurements, or other information provided by or on behalf of the Seller in relation to the Goods are given solely for the purpose of identifying the Goods, shall not form part of the Contract and are not to be relied upon by the Buyer. The Goods are sold ‘as is and as seen’ with all faults and defects.
- 3.2 The Seller strongly recommends Buyer on-site inspection of the Goods prior to any Contract. Buyer relies on his own inspection.
4. PRICES AND TERMS OF PAYMENT
- 4.1 All prices or charges are exclusive of VAT.
- 4.2 All prices are unpacked and ex-works.
- 4.3 The purchase price plus VAT shall be payable in full prior to delivery (unless otherwise agreed in writing by the Seller).
5. DELIVERY OF GOODS
- 5.1 Goods will be delivered ex-works (unless agreed in writing by the Seller).
- 5.2 All delivery dates are approximate and in no circumstances will they form part of the Contract. No liability will be accepted for any expense, loss or damage, whether direct or consequential, occasioned by delay in delivery or performance howsoever caused.
6. TITLE AND RISK
- 6.1 Risk in Goods shall pass to the Buyer on the signature of the order form which includes these Conditions.
- 6.2 In spite of delivery having been made, the title of the Goods shall not pass to the Buyer until payment of the price and VAT has been paid in full.
- 6.3 Until title of the Goods passes to the Buyer, in accordance with 6.2 the Buyer shall store the Goods on a fiduciary basis as bailee for the Seller separate from all other goods belonging to the Buyer or all other goods which the Buyer holds on trust for others . The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in the possession of the Seller and marked and labeled in such a way that they are clearly identified and defined as remaining the Seller’s property until such time as payment for the Goods has been made and title passes from the Seller to the Buyer.
- 6.4 Until such time as title of the Goods passes from the Seller to the Buyer, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
- 6.5 The Buyer agrees that the Seller may enter onto any premises owned occupied or controlled by the Buyer where the Goods are stored and situate and be at liberty to repossess the Goods notwithstanding any act of insolvency by the Buyer.
7. WARRANTIES AND LIABILITIES
- 7.1 All Goods are sold ‘as is and as seen’ with all faults and defects visible and latent. The Buyer shall inspect the Goods before making the Contract and when making the Contract, the Buyer relies solely on its own inspection survey and report. The Buyer undertakes to then take all then necessary measures to make the Goods safe and fit for their intended purpose.
- 7.2 All warranties, conditions, statements or terms of whatever nature relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute, common law, or otherwise, are excluded.
- 7.3 Without prejudice to other provisions of these Conditions, the Seller will accept liability for damages sustained by the Buyer as a direct result of any breach of Contract in respect to the supply of Goods, provided that such liability shall be limited to payment of damages not exceeding the invoiced value of Goods to which damage was sustained.
- 7.4 The Seller shall not be liable for the following loss or damage however caused (even if foreseeable or in the Seller’s contemplation);
- a) loss of profit, business or revenue whether sustained by the Buyer or any other person.
- b) special, indirect or consequential loss or damage, whether sustained by the Buyer or any other person.
- c) any loss arising from any claim made against the Buyer by any other person.
- 7.5 The Buyer shall indemnify the Seller against all claims, actions, costs, expenses (including Court costs and legal fees) or other liabilities whatsoever in respect of: a) Any liability arising under the Consumer Protection Act 1987 or any similar legislation relating to defective goods under foreign laws unless such liability is caused by negligence, act or omission of the Seller in the supply of Goods; and b) Any negligence or willful act or omission of the Buyer in relation to the receipt, use, sale or supply of Goods.
- 7.6 Nothing in this document limits or excludes the liability of the Seller or anyone else for death or personal injury resulting from negligence or for any damage or liability incurred by the Buyer as a result of Fraud or fraudulent misrepresentation by the Seller nor for any other liability which it is not permitted to exclude or limit at law.
- 8.1 If the Buyer:
- a) for any reason fails to pay any sum from time to time due under the Contract; or
- b) is subject of a petition for a bankruptcy order or of an application for an interim order under Part VIII of the Insolvency Act 1986; and/or
- c) compounds with its creditors or has a receiver or manager appointed in respect of all or any parts of its assets or is the subject of an application for an administration order or of any proposal for voluntary arrangement under Part 1 of the Insolvency Act 1986 or enters into liquidation whether compulsory or voluntary otherwise than for the purpose if any proposal for voluntary arrangement under Part 1 of the Insolvency Act 1986 or enters into liquidation whether compulsory or voluntarily otherwise than for the purpose of amalgamation or reconstruction and in such a manner that the company resulting from such amalgamation or reconstruction shall (if a different legal identity) effectively agree to be bound by and assume the obligations on the part of the Buyer under the Contract or undergoes any analogous act or proceedings under foreign law.
The Seller shall thereupon be entitled without prejudice to its rights immediately and at any time thereafter to terminate forthwith any Contract or unfulfilled part thereof.
9. FORCE MAJEURE
- 9.1 The Seller shall be entitled, without liability on its part and without prejudice to his rights to terminate the Contract or any unfulfilled part thereof or, at its options to suspend or make partial delivery, if the supply of Goods by the Seller is prevented, hindered or delayed whether directly or indirectly by reason of any cause whatsoever beyond the Seller’s reasonable control, whether such cause existed on the date when the Contract was made or not.
10. HEALTH AND SAFETY AT WORK
- 10.1 By giving an Order and thus accepting these Conditions of Sale, it is agreed that such an acceptance constitutes the written undertaking within the terms of Section 6 (B) of the Health and Safety at Work Act 1974 and that the Buyer will ensure by proper examination, test, installation, fencing, maintenance and training of workers that the Goods are safe and without risk to health when properly used.
11. GOVERNING LAW AND JURISDICTION
- The Contract shall be governed in all respects by the law of England and Wales, to the jurisdiction of whose Court the parties hereby submit.