Terms and Conditions
PPMS-UK : Suppliers of New and Used Process Plant and Equipment
1.1 The following terms shall have the following meanings:-
“Seller” means PPMS
“Buyer” means the company, firm, person or body of persons from whom an Order is received
“Invoice Date” means the date appearing on the invoice under which the Equipment is sold to the Buyer
“Order” means an order placed by the Buyer with the Seller for the supply of Equipment
“Equipment” means the plant machinery apparatus articles or things supplied by the Seller to the Buyer subject to the Conditions
“The Conditions” means these the Sellers terms and conditions of trading
All acceptances contracts orders and quotations are subject to The Conditions alone which supersede any arrangements, agreements, statements, representations or negotiations made between the Buyer and the Seller and no variations of The Conditions will be valid unless agreed upon in writing by a director of the Seller
3.1 Any quotation given by the Seller which is an invitation to treat is based on prices current at the time it is given and shall remain open for a period of 30 days unless previously withdrawn by the Seller.
3.2 All prices quoted are exclusive of Value Added Tax packing, packaging and shipping.
3.3 The Seller reserves the right at any time prior to the delivery of the Equipment to adjust the price to take account of any increase in the costs to it of materials, labour or services or any exchange rate fluctuations.
4.1 Unless otherwise notified to the Buyer in writing, payment in full is due when the Buyer places the order. The Seller reserves the right to dispose of the Equipment to another buyer at any time prior to receiving payment in full.
4.2 Time for payment shall be of the essence.
4.3 The Seller reserves the right to charge interest at 5.5 per cent per month on all sums overdue such interest being deemed to accrue on a daily basis from the due date for payment under clause 4.1. In the event that late payment charges become necessary, then a flat fee of £50 will be added for administration costs.
4.4 The Seller shall be entitled to appropriate any payments made by the Buyer in settlement of such invoices or accounts as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
4.5 The Buyer shall have no right of set-off statutory or otherwise.
4.6 Without prejudice to the provisions of clause 7.1 the Seller shall be entitled to commence proceedings against the Buyer for the price of goods sold if payment for the Equipment is not made by the due date for payment under clause 4.1.
4.7 The Buyer agrees to indemnify the Seller against any legal fees incurred by the Seller in obtaining payment for the Equipment as a result of the Buyer’s failure to comply with clause 4.1.
5.1 The Seller will endeavor to observe any dates quoted for delivery, which shall be estimates only. Accordingly, time of delivery shall not be of the essence.
5.2 The Seller shall not be liable for any loss whatsoever or howsoever arising caused by non-delivery of Equipment or by failure to deliver Equipment on the date quoted.
5.3 The Seller reserves the right to make delivery by instalments and to tender a separate invoice in respect of each such installment.
5.4 When delivery is made by installments whether in accordance with clause 5.3 or otherwise, delay in any one or more of the installments will not entitle the Buyer to treat the contract as repudiated or to damages.
5.5 Deviations in quantity of Equipment delivered representing not more than 10% by value from that stated in the Order shall not entitle the Buyer to reject the Equipment or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of Equipment delivered.
5.6 The Seller reserves the right to withhold delivery of part or all of the Equipment:
5.6.1 if at the time when delivery is due there shall be any outstanding invoice issued by the Seller to the Buyer which has not been paid in full in accordance with the provisions of clause 4.1; or
5.6.2 Upon the happening of any of the events referred to in clause 7.3.4.
5.7 Delivery will be deemed to have been effected when the Equipment leaves the premises of the Seller.
6.1 Risk in the Equipment shall pass to the Buyer at the time of deemed delivery in accordance with clause 5.7.
6.2 From the moment of deemed delivery the Buyer shall promptly effect and maintain in the joint names of the Buyer and the Seller comprehensive insurance cover on the Equipment for its full invoice price until payment has been made in accordance with clause 4.1.
7. PASSING OF TITLE
7.1 Notwithstanding the passing of risk in accordance with clause 6.1 title in the Equipment shall not pass to the Buyer until payment in full has been received by the Seller on any account whatsoever.
7.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Equipment subject to the express conditions that:
7.2.1 Any sale by the Buyer of the Equipment whether or not incorporated into other goods shall be made as agent on behalf of the Seller.
7.2.2 the percentage of the proceeds of any sale made pursuant to clause 7.2.1 which is equivalent to the Sellers invoice price of the Equipment sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as the Sellers moneys.
7.3 Until title of the Equipment passes:
7.3.1 The Buyer will hold the Equipment as fiduciary agent and bailee for the Seller,
7.3.2 subject to clause 7.2 the Equipment shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored in such a way as to be clearly identifiable as belonging to the Seller;
7.3.3 the Seller may at any time revoke the power of sale and use contained in clause 7.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Equipment supplied at any time by it to the Buyer or if the Seller has bona fide doubts as to the solvency of the Buyer;
7.3.4 the Buyers power of sale and use contained in clause 7.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a Receiver appointed of all or any part of its assets becomes bankrupt or insolvent or enters into any arrangements with creditors or suffers any similar action in consequences of debts or carries out or undergoes any analogous actor proceedings under foreign law.
7.3.5 upon determination of the Buyers power of sale and use pursuant to clauses 7.3.3 or 7.3.4 the Buyer shall place any unsold Equipment in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon any premises of the Buyer for the purpose of removing such Equipment for re-sale or otherwise.
8. DEFECTIVE EQUIPMENT
8.1 All equipment is sold “as seen” and “as is” unless otherwise agreed in writing by the Seller. Therefore the Buyer is under a duty to carry out whatever tests and inspections it deems necessary in order to ascertain whether the Equipment is in a condition satisfactory to the Buyer prior to making an offer to purchase.
8.2 The Seller gives no undertaking whatsoever as to the suitability of the Equipment for the purposes of the Buyer and it is incumbent upon the Buyer to ascertain in advance of making an offer to purchase that the Equipment will meet its needs. The Buyer must take particular care when intending to use the Equipment for a purpose other than that for which it was originally manufactured that it will be both safe and feasible to do so. In such cases the original manufacturer or distributor should always be consulted.
8.3 The Buyer should be aware that the Equipment may have been modified from its original specification by a previous owner and the Buyer should therefore conduct a thorough examination of the Equipment to ensure it is fit for the intended purpose.
8.4 If the Buyer believes the Equipment may have been damaged in transit it must inform the Seller immediately upon receipt and confirm this in writing within 48 hours.
9.1 No warranty is given or implied in relation to any Equipment supplied by the Seller unless confirmed in writing by the Seller to the Buyer.
9.2 Where the Seller does decide to provide a written warranty in respect of the Equipment if any defect is discovered during the period stated in the warranty commencing with the date of receipt of the Equipment by the Buyer that could not have been discovered under the provisions of clause 8.1 the Seller shall at its option repair the Equipment found to be defective, replace the Equipment or refund the purchase price provided that performance by the Seller of any of the preceding options shall constitute an entire discharge of the Sellers’ liability under this clause.
9.2 The foregoing warranty where offered is conditional upon:-
9.2.1 the Buyer giving written notice to the Seller of any alleged defect in the Equipment within seven working days of discovering it; and
9.2.2 The Buyer affording the Seller a reasonable opportunity to inspect the Equipment and
9.2.3 The Buyer not processing or making any further use of the Equipment; and
9.2.4 Such defects not being caused by normal wear and tear or by any carelessness, incompetence or unauthorised or improper use; and
9.2.5 The Buyer if so required by the Seller returning at the Buyers’ expense the faulty Equipment to a place specified by the Seller.
9.3 In consideration for receiving the benefit of this clause the Buyer agrees that no other terms whether conditions, warranties or innominate terms express or implied statutory or otherwise shall form part of this contract (except where the Buyer deals as consumer within Section 12 of the Unfair Contract Terms Act 1977 when the terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1979 shall be implied into the contract ).
10.1 Nothing in clause 10 shall be deemed to exclude or restrict the Sellers’ liability for death or personal injury resulting from negligence.
10.2 Each of the sub-clauses in clause 10 is to be treated as separate and independent
10.3 The Seller is willing to undertake liability additional to that provided by this clause in exchange for a higher price.
10.3.1 The Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Sellers negligence).
10.3.2 Non-exhaustive illustrations of consequential or indirect loss would be loss of profits, loss of contract damage to property of the Buyer or anyone else, and personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Sellers negligence).
10.4 The Sellers total liability for any one claim or for the total of all claims arising from any one act or default of the Seller (whether arising from the Sellers negligence or otherwise) shall not exceed £50,000 or the contract price whichever is the greater.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Seller shall not be liable for the infringement of any intellectual property rights arising from:
11.1.1 Compliance with the Buyers design instructions except to the extent that the infringement arises from the engineering process employed by the Seller; or
11.1.2 Any combination of the Equipment with any other product whether or not supplied by the Seller or any method or process in which the Equipment may be used.
12. FORCE MAJEURE
12.1 The Seller shall not be liable for any failure to deliver the Equipment arising from circumstances outside the Sellers control.
12.2 Non-exhaustive illustrations of such circumstances would be act of God, war or hostilities, riot or civil commotion, explosion, abnormal weather conditions, fire, flood, accidents, strikes, lock-outs or industrial action, Government action or regulations (UK or otherwise), delay by suppliers or breakdown of transport or machinery.
12.3 Should the Seller be prevented from delivering by circumstances outside its control it shall give the Buyer written notice of this fact as soon as reasonably practicable after becoming aware of such circumstances.
12.4 If the circumstances preventing delivery are still continuing three months after the Buyer receives the Sellers notice then either party may give written notice to the other cancelling this contract.
12.5 If the contract is cancelled pursuant to clause 12.4 the Seller will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Seller is entitled to claim from the Buyer) but the Seller will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.
13. SALES PROMOTION DOCUMENTATION
Whilst the Seller takes every precaution in the preparation of its catalogues, technical circulars, web site, price lists and other literature these documents are for the Buyers general guidance only and the particulars contained therein shall not constitute representations by the Seller and the Seller shall not be bound thereby.
The Buyer shall ensure that it holds all necessary permits, licences and clearances for any Equipment that is to be exported outside the United Kingdom.
15.1 Any notice to be served under these conditions shall be sent by pre-paid recorded delivery or registered post or by facsimile transmission and shall be deemed to have been received by the addressee by 12 noon on the day following the day of posting or at the end of the relevant transmission if sent by facsimile transmission to the correct facsimile number of the addressee.
15.2 The Buyer shall give notice to the Seller of the change or acquisition of any address or facsimile or similar number at the earliest possible opportunity but in any event within 48 hours of such a change or acquisition.
Neither the Seller nor the Buyer shall assign or transfer or purport to assign or transfer the benefits of liabilities arising under the contract for the sale and purchase of the Equipment to any other person without the prior written consent of the other.
17. PROPER LAW
These Conditions shall be governed by and construed in accordance with English Law and the Buyer hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with these Conditions.