Poulten & Graf Ltd – Conditions of Sale
1. General conditions
Our General Terms of Business are binding for all deliveries and services. We will not accept general terms of business of our customers, which differ from our terms of sale. Additional terms have to be confirmed by us in writing. Only English Law and English Text will be applicable. Place of performance is Barking. The place for jurisdiction, also for bill transactions, is England. All important data necessary for business transactions may be stored on computer. All information, which is not public knowledge and which results from the business relationship with our company, must be kept secret from third parties.
2. Offers
Our offers are always for information. In order to be valid, all transactions, orders and other agreements require our confirmation in writing. Our written order confirmation or agreement shall determine the nature and scope of the delivery. We reserve the right to make technical alterations to the offered products.
3. Risk, conditions of delivery and non-acceptance of delivery
The risk of ownership will be transferred to the buyer, as soon as the goods leave our company even in the event of delivery carriage-paid. Complaints can only be taken into account if submitted within 8 days of receipt of the goods. Delivered goods will only be accepted for return in their original packing. Illustrations and brochures etc. are not binding. Measurements and utilisation data are only to be regarded as approximate and are not binding. Deliveries will be made ex factory, packing and insurance excluded, if no other agreement exists. Packing material of any kind may be returned to us within the range of legal regulations applicable to us. We will not pay for the cost of return of packing materials. In the event that dispatch or delivery is delayed at the request of the customer or for reasons for which he is responsible, the risk shall pass to the customer for the period of the delay, however at the request of the customer, we will arrange insurance cover that he requires at his expense. Partial deliveries are permissible. Surplus quantities within the normal range (up to 15 %) are permissible and must be accepted and paid for by the customer. In case of delayed acceptance of the goods, we may sell the items at the customer's expense to a third party or we may ask for compensation.
4. Delivery times and Unforeseen Circumstances
Indicated delivery times are for information only, unless a binding delivery time has been fixed in writing. Deliveries may be delayed due to Act of God or strikes, interruption of work, short age of raw materials or failure to deliver by our suppliers. Liability for delayed delivery will be limited to proven, gross negligence, caused by us.
5. Special productions
Products, which are manufactured according to drawings, samples or instructions of the customer, cannot be returned. This includes in particular individual software for computers, delivered by us. All kinds of software delivered are subject to copyright and may be neither copied, modified nor presented in public without our prior written permission. Additional quantities within the normal range (up to 15 %) are permissible and must be accepted and paid for by the customer, unless exact quantities have been agreed upon in writing. The customer is responsible for ensuring that products manufactured according to his instructions, do not interfere with any trade right, copyright or other rights of a third party. The customer must compensate the company for all damages resulting from any violation of such rights.
6. Payment conditions, prices, delayed payment
Products will be invoiced at the prices in effect on the day of delivery. Goods for delivery in UK will be in pounds sterling. All other prices will in Euros Prices are ex factory excluding packaging and transportation insurance with immediate payment, unless otherwise provided. We reserve the right to include additional payment conditions for new customers. The Price for the Products must be paid in full and without setoff In case of delayed payment, we reserve the right to charge the customer with all costs as well as interest at 3 % above the Allied Irish Bank base rate from time to time.
7 Loss or Damage in Transit We shall only accept responsibility for:-
7.1. Damage to the goods caused in transit if the same is externally visible and is notified to us and the carrier (if not delivered by us) within 3 days of receipt of the goods by the customer.
7.2. An actual or apparent discrepancy between any delivery note and items delivered if the same is notified to us and the carrier (if not delivered by us) within 3 days of receipt of the goods by the customer.
7.3. Non arrival, if the same is notified to us within 3 days of any specific delivery date notified to the customer by us. If no specific delivery date is notified by us to the customer, then the customer must give notice within 21 days of the date of any invoice for the goods sent by us to the customer.
7.4. Where we accept responsibility under this clause, we shall at our sole option, repair or replace (as the case maybe) the items concerned which are proved to our satisfaction to have been lost or damaged prior to delivery to the customer.
8. Warranty
8.1 We warrant the goods or where we have erected or installed the goods, we warrant the installation and erection for a period of 12 months from the date of delivery or installation and erection (“the Warranty Period”).
8.2 Our obligation under this warranty is limited, at our option, to repairing, replacing on an exchange basis, any goods which are delivered with or develop defects in design, materials and workmanship under normal and proper use within the Warranty Period.
8.3 In the event of the customer becoming aware of the defect in the goods, or in the erection or installation during the Warranty Period, the customer shall promptly supply us within the Warranty Period with written particulars of such defect and use its best endeavours to provide us with all necessary access and other reasonable facilities and information and particulars required to enable us to inspect and remedy such defect.
8.4 In the case of damage in transit, the customer shall act in accordance with the provisions at clause 7.2 above.
8.5 If required by us, the customer shall return the defective goods to us, or at our option, in the case of goods which have been purchased by us from a supplier named in the quotation, to that supplier and
8.6 The customer shall bear the risk and cost of transport of the defective goods and of the repaired goods or goods supplied in replacement. If the complaint relating to the goods is justified we shall, at our discretion, reimburse the reasonable transport costs incurred by the customer.
8.7 We shall be under no obligation whatsoever to repair, replace, or make good any loss or damage or defect where such loss, damage or defect arises from the customers neglect, misuse, faulty maintenance or installation or from alterations carried out without our prior written consent or from repairs carried out improperly by the customer or arising from normal wear and tear.
8.8 No setoff or deduction can be made from any account rendered by us for repairs. Where any damage has resulted from misuse or incorrect installation of the goods by the customer, we reserve the right to render an invoice for the amount of our charges based on our normal labour rates for the time spent and cost of materials or goods supplied.
8.9 Where any defective goods are replaced, the provisions of this clause shall apply to the replacement goods for the unexpired balance of the Warranty Period.
8.10 The customer shall not return any of the goods to us without our written consent and we shall not be under any liability whatsoever for the goods returned by the customer without such consent. If any goods are returned to us with our consent, we reserve the right to apply a handling charge. Any goods that are returned to us with our consent shall be accompanied by such certificates of decontamination as we may specify.
8.11 All goods supplied but not manufactured by us, are sold subject to the conditions of the sale of the manufacturer thereof and our sole liability in respect thereof shall be to give to the customer such benefits as we shall receive under any contract which we have with such manufacturer or under any guarantee which might be given to us in respect thereof. In the event of any failure by such manufacturer for whatever reason to accept such liability which may arise by reason of any defect in any product or part thereof we shall be under no liability to the customer by reason thereof.
8.12 We shall not be liable for failing to perform the contract either wholly or in part if the failure is caused either wholly or in part by any circumstances outside our reasonable control.
9. Limitation of Damages
9.1 SAVE AS PROVIDED in the warranties set out in condition 8, we shall be under no liability to the customer for any damages or losses direct or indirect resulting from defects in design, materials, workmanship, installation or from any act or default by us whether negligent or otherwise.
9.2 We shall have no liability for any indirect or consequential losses or expenses suf fered by the customer, however caused, including but not limited to loss or anticipated profits, goodwill, reputation, business receipts or contracts or losses or expenses resulting from third party claims.
9.3 Except in the case of death or personal injury caused by our negligence, or the neg ligence of our employees’ agents or sub contractors, our liability under or in connection with these terms and conditions whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the contract price in respect of any occurrence or series of occurrences.
10. Property in the Goods
10.1 Notwithstanding delivery and the passing of risk in the goods or any other provision of these terms and conditions, the property in the goods shall not pass to the customer until we have received in cash, or cleared funds, in full all sums due from the customer to us under any agreement, transaction or series of transactions.
10.2 Until such time as the property and goods passes to the customer, the customer shall hold the goods as our fiduciary agent and bailee and shall keep the goods separate and apart from those of the customer and any third party and shall keep such goods properly stored, protected and insured and identified as our property.
10.3 Until such time as property and the goods passes to the customer, we shall have the right at any time to require the customer to deliver up the goods and, if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the goods are stored with or without notice at any time to retake possession of the whole or any part of the goods to the value of all sums due to us without prejudice to any other right or remedy of ours.
11. Cancellation
No Order which has been accepted by us maybe cancelled by the customer except with our agreement in writing signed by a Director of ours and on terms that the customer shall indemnify us in full against all loss (including loss of profits) (costs including the cost of all labour used, materials used) damages, charges and expenses incurred by us as a result of the cancellation.
12. Tools
Tools, moulds or other devices incorporating our know-how, which have been produced by us or handed over to the customer, remain our property, even if the customer has paid the costs for these in part or in full.
13. Statutory Limitation
All claims made by the customer - for whatever legal reasons - are subject to a limitation period of 12 months.
14. Validity of the Agreement
Should one or more of the provisions of this Agreement be or become invalid for any reason, the provisions should be interpreted to ensure that the commercial aim of the original, invalid provision is upheld. The validity of the remaining provisions will remain unaffected.
Edition 2009 Poulten & Graf Limited
1, Alfred’s Way, Barking, Essex. IG11 0AS
Tel. 0044 8594 4256 – Fax 0044 8594 8419
e-Mail: Volac@poulten-graf.com
Website: http://www.poulten-graf.co.uk