TERMS AND CONDITIONS OF SALE
1) GENERAL The Terms and Conditions of Sale outlined herein (hereinafter referred to as “the Contract”) shall apply to all sales by Air Compressor Centre (hereinafter referred to as “the Company”) to the person, firm or company to whom the Company’s offer is made (hereinafter referred to as “the Purchaser”) of products, equipment and parts relating thereto (hereinafter referred to as “the Equipment”). Unless otherwise agreed in writing by the Company it shall be understood that the Company proceeding with any work shall be in accordance with the terms and conditions outlined herein. Unless otherwise agreed between the parties, the terms of payment are nett cash within thirty days of despatch. The Company reserves the right to charge interest at 5% over the base rate, from time to time, of Barclays Bank PLC on all overdue accounts, such interest shall accrue on a day to day basis. If payment is agreed to be made by instalments; in the event of a default in payment of any one instalment, all other sums payable under the Contract shall become due. If any clause of this Contract is held by any competent authority to be invalid or unenforceable in whole or part, the other clauses of the Contract and the remainder of the clause in question shall not be affected thereby.
2) TITLE a) Until payment in full has been made of all sums due to the Company under this Contract (or in the case of the Company accepting any cheque, bill of exchange or promissory note, until the same has been honoured) the property in the Equipment supplied by the Company, even if affixed to other goods of the Purchaser or a third party, shall remain in the Company. b) The Purchaser shall be at liberty to sell the Goods as principal in the ordinary course of business, however the proceeds of any such sale and the benefit of any such contract of sale shall be the property of the Company and held in the trust for the Company absolutely, provided always that the Company may by written notice terminate the Purchaser’s power of sale at any time if it appears to the Company that the Purchaser may go or threatens to go into receivership or liquidation and at any time after termination of the power of sale, the Company may repossess the Equipment. If necessary the Company shall have the right to enter on to the Purchaser’s premises to recover the Equipment or any part of it.
3) RISK Notwithstanding that the property in the Equipment may not have passed to the Purchaser as provided in Condition 2 hereof, the risk in the Equipment shall pass to the Purchaser, his agent or carrier.
4) ASSIGNMENT Neither party shall assign or transfer this Contract without prior written consent of the other party. The Company shall, however, be permitted to assign or transfer without the prior written consent of the Purchaser the Company’s right to receive all or any portion of the payment due from the Purchaser under the Contract.
5) DELIVERY AND DELAYS Delivery dates shall be quoted by the Company. Such dates shall be interpreted as estimated and in no event shall such dates be construed as falling within the meaning of “time is of the essence”. Without prejudice the Company shall not be liable for loss, damage, detention or delay due to war, riots, civil insurrection or acts of common enemy, fire, flood, strikes or other labour difficulties, including the Company’s own plants, acts or omissions of the Purchaser, embargo, transport shortage, damage or delay in transportation, inability to obtain necessary labour or materials from usual sources, faulty forgings or castings or other causes whatsoever beyond the reasonable control of the Company. In the delivery or time for completion will be adjusted to reflect the actual length of time lost by reason of such delay to properly reflect the delay. The Purchaser’s acceptance of Equipment shall constitute a waiver of any claims for delay.
6) TAXES All prices are exclusive of taxes (including without limitation any value added sales or similar tax), port rates, transportation, insurance, custom dues, licence fees or other charges.
7) SET OFFS Neither the Purchaser nor any affiliated company or assignee shall have the right to claim compensation or to set off any claims against any amounts which become payable to the Company under this Contract or otherwise.
8) PATENTS The Company shall defend any action or proceeding brought against the Purchaser and shall pay any adverse judgement entered therein so far as such action or proceeding is based upon a claim that the use of the Equipment thereof manufactured by the Company and furnished under this contract constitutes infringement of any patent of a country where the Equipment is sold, or of a country where the Company is aware at the date of the sale that the Equipment will be used, providing the Company is promptly notified in writing and given authority, information and assistance for defence of same, and the Company shall, at its option, procure for the Purchaser the right to continue to use said equipment, or modify it so that it becomes non-infringing, or replace the same with non-infringing Equipment, or remove said Equipment and refund the purchase price. The foregoing shall not be construed to include any agreement by the Company to accept any liability whatsoever in respect of patents for inventions including more than the Equipment furnished hereunder, or in respect of patents for methods and processes to be carried out with the aid of said Equipment. The foregoing states the entire liability of the Company with regard to patent infringement.
9) WARRANTY Unless a longer warranty period is agreed in writing between the Company and the Purchaser, the Company warrants that the equipment manufactured by it and delivered hereunder, will be free of defects in material and workmanship for a period of six (6) months from the date of shipment. Should any failure to conform to this warranty be reported in writing to the Company within said period, the Company shall, at its option, correct such nonconformity, by suitable repair to such Equipment or by furnishing a replacement part Ex-works, provided the Purchaser has properly stored, installed, maintained and operated such Equipment in accordance with good industrial practices and has complied with the specific recommendations of the Company. Accessories or equipment furnished by the Company, but manufactured by others shall carry whatever warranty the manufacturers have conveyed to the Company and which can be passed on to the Purchaser. The Company shall not be liable for any repairs, replacement or adjustments to the Equipment or any costs of labour performed by the Purchaser or others without the Company’s prior written approval. The effects of corrosion, erosion and normal wear and tear are specifically excluded from the Company’s Warranty. Performance warranties are limited to those specifically stated within the performance warranties are limited to specified shop or field tests, the Company’s obligation shall be to correct in the manner and for the period of time provided above. THE COMPANY EXCLUDES ALL OTHER CONDITIONS, WARRANTIES OR REPRESENTATIONS OF ALL KINDS EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE (EXCEPT THAT OF TITLE) INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS RELATING TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Correction by the Company of nonconformities whether patent or latent, in the manner and for the period of time provide above shall constitute fulfilment of all liabilities of the Company for such nonconformities, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise with respect to or arising out of such Equipment.
10) LIMITATION OF LIABILITY The remedies of the Purchaser set forth-herein are exclusive and the total liability of the Company with respect to this Contract or the Equipment and services furnished hereunder in connection with the performance or breach hereof, or from the manufacture sale, delivery, installation, repair or technical direction covered by or furnished under the Contract, whether based on contract, warranty, tort, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the unit of Equipment upon which such liability is based. The Company and its suppliers shall in no event be liable to the Purchaser, any successors in interest or any beneficiary or assignee of this Contract for any consequential, incidental, indirect, special or punitive damages arising out of this Contract, or any breach hereof, or any defect in, or failure of, or malfunction of the Equipment supplied hereunder, whether based upon loss of use, lost impairment of other goods, loss by reason of shutdown or non-operation, increased expenses of operation, cost of purchase of replacement power or claims of the Purchaser or customers of the Purchaser for service interruption whether or not such loss or damage is based on contract, warranty, tort, negligence, indemnity, strict liability or otherwise.
11) GOVERNMENT LAW The rights and obligations of the Purchaser and the Company shall be governed and construed in accordance with the Laws of England and the Purchaser submits to the non-exclusive jurisdiction of the English Courts.
12) EXECUTION The Company shall not be bound by any contract or any modification thereto until approved in writing by an officer of the Company. The Contract when so approved, shall supersede all previous communications, either oral or written.