TRANSDEV CATALOGUE 2018 MARCH.pdf

Terms and Conditions of Sale
(c) The installation of the products shall be deemed to be satisfactory
unless the Buyer shall give notice of any faults within 3 days of the testing of
the products.
(d) The Seller shall endeavour to meet the Buyer’s delivery requirements but
shall not be liable for any loss or damage caused by delay in installation or
delivery and the Buyer shall not be entitled to cancel the contract because of
such delay.
(e) The Seller shall not be liable for any redecoration or repair arising from the
siting or installation of the Products.
15. Health And Safety Indemnity.
The Buyer shall indemnify the Seller in respect of any liability, monetary
penalty or fine in respect of, or in connection with the Products incurred by the
Seller under the Health and Safety at Work Act 1974 or any statutory
modification or re-enactment thereof or any regulations, orders or directions
made thereunder.
16. Infringement of Industrial Property Rights.
The Buyer shall indemnify the Seller against all damages, penalties, costs and
expenses to which the Seller may become liable as a result of work done in
accordance with the Buyer’s specifications which involves the infringement of
any Letter, Patent, Trade Marks, Registered Designs or the infringement of
Copyrights or other industrial or intellectual property rights.
17. Delivery And Despatch.
(a) Any time for performance of the Seller’s obligations under the Contract shall
be reckoned from the date upon which the Seller receives all the necessary
information and documentation to enable it to proceed with the supply of the
Products or Services.
(b) Any date for delivery specified in respect of Products sold or to be sold by
the Seller shall be treated only as an estimate given in good faith, and such
delivery is not a term of the Contract and it is specifically hereby agreed that
time for delivery is not the essence of the Contract. The Seller shall not in any
circumstances howsoever arising whether as a result of its own negligence or
otherwise be under any liability to the Buyer for failure to deliver by or on
such date and such failure shall not entitle the Buyer to cancel or terminate
this Contract.
(c) Any delivery time specified shall be extended by any period or periods
during which the manufacture or delivery of the Products or other Services by
the Seller in connection with the Contract is delayed due to fire, explosion,
flood, storm, tempest, sabotage, strikes, official and unofficial riot, invasion,
acts of war (whether war has been declared or not), shortage of labour, power
or materials, delay by the Seller’s suppliers or carriers, civil commotion,
accidents, plant breakdown, technical difficulties, seizure, or other action by or
in compliance with an order of an apparently competent authority and any
other event of circumstances beyond the control of the Seller. Notwithstanding
such delays the Buyer shall take and pay for at the rate of the Contract
price such of the Products as shall be tendered by the Seller and are ready
for delivery.
(d) From the time of the despatch of the Products from the Seller’s premises
the risk of any loss or damage to or any deterioration of the Products from
whatever cause whether as a result of the Seller’s negligence or otherwise shall
be borne by the Buyer. Delivery shall be deemed to take place when the
Products are despatched from the Seller’s works. Products shall be deemed to
have been despatched in full quantity and in good condition unless particulars
of the shortage or defect alleged are notified in writing by the Buyer to the
Seller within 7 days of the date of despatch as shown on the Sellers
delivery note.
(e) The Buyer shall be responsible for paying the Seller’s carriage and insurance
charges unless it shall make its own arrangements with the agreement of the
Seller prior to the Seller arranging carriage. If the Products shall be collected by
the Buyer or by a carrier pursuant to arrangements made by the Buyer, delivery
shall be deemed to take place on collection.
(f) Save as expressly provided in these conditions the Seller shall not be liable in
any manner whatsoever in connection with any damage to or loss of the
Products in transit.
18. Reservation Of Title.
(a) Notwithstanding delivery and passing of title, the Products shall remain the
property of the Seller until such time as the Buyer shall have paid to the Seller
the agreed contract price, including any carriage and insurance costs and all
other amounts owed by the Buyer to the Seller in respect of any other
contracts for the sale of Products.
(b) Until such payment the Buyer shall be in possession of the Products as
bailee fiduciary owner for the Seller, and shall (i) take proper care of the
Products and take all reasonable steps to prevent any damage to or
deterioration of them (ii) keep the goods free from charge, lien or other
encumbrance (iii) store the Products in such a way to show clearly that they
belong to the Seller.
(c) The provision of clause 18 shall not prevent the Buyer from fixing the
Products to any other Products or selling the Products in the normal course of
business but in the event of the sale to the extent of the Buyer’s indebtedness
to the Seller in respect of the Products, the Buyer shall hold the proceeds of sale
or the right to receive the same on trust for the Seller and shall, at its request
either (i) place the proceeds of sale in a separate account of the Buyer in such a
way as to be identifiable as in the beneficial ownership of the Seller, or (ii)
assign the rights to receive the proceeds of sale to the Seller.
(d) The Seller may repossess and re-sell any Products to which it has retained
title and the Seller’s consent to the Buyer’s possession of the Products and any
rights the Buyer may have to possession of the Products shall in any event
cease (i) if any sum owed by the Buyer to the Seller is not paid to the Seller by
the date when it is due; or (ii) the Buyer commits a breach of any contract with
the Seller; or (iii) if one of the events in clause 18 sub-section (e) occurs. For this
purpose the Buyer hereby grants an irrevocable right and licence to the Seller
and its servants and agents to enter upon the Buyer’s premises, with or without
vehicles, during normal working hours.
(e) Without prejudice to the generality of the foregoing if prior to despatch of
the Products the Buyer is adjudicated bankrupt or has a receiving order made
against it or, being a company, pass a resolution for winding up or suffer a
winding up order to be made against it or have a receiver appointed of the
whole or any part of its assets the Seller may elect not to deliver the Products
except against payment in cash of the purchase price of the Products in full.
19. General Lien.
Without prejudice to other remedies the Seller shall in respect of all unpaid
debts due from the Buyer have General Lien on all goods and property in its
possession (whether worked on or not) and shall be entitled on the expiration
of 14 days notice to the Buyer to dispose of such goods and property as it
thinks fit and to apply any proceeds towards such debts.
20. Guarantee And Warranty.
(a) If within the period after delivery hereinafter stated ‘the Guarantee Period’
the Buyer gives notice in writing to the Seller of any defect, default or error in
the Products which shall arise under the proper use from faulty material or
workmanship then the Seller if it accepts that the Products are so defective
shall with all possible speed replace or repair the Products so as to remedy the
defect, default or error without cost to the Buyer which remedy shall constitute
an entire discharge of the Seller’s liability under this Guarantee. If the Buyer
shall carry out any repairs, attempted repairs or modifications to the Products
without the written authority of the seller then the Seller’s liability under this
Guarantee shall automatically cease.
(b) The Buyer shall as soon as reasonable practical after discovering any such
defect, default, error or failure return the defective Products or parts thereof to
the Seller at the Buyer’s risk and expenses unless it has been agreed in writing
between the parties that the necessary replacement or repair shall be carried
out by the Seller on the Buyer’s premises.
(c) The Guarantee period herein referred to shall be twelve months from the
date of despatch of the Products.
21. Defective Products And Consequential Loss.
Items represented by the Buyer to be defective shall not form the subject of any
claim for work done by the Buyer or for any actual or consequential loss,
damage or expenses whatsoever arising directly or indirectly from such defects
but such products if returned to the Seller and accepted by it as defective will at
the request of the Buyer and if practicable be replaced as originally ordered.
Defects, defaults or errors in quality or dimensions in any delivery shall not be a
ground for cancellation of the remainder of the Order or Contract.
22. Arbitration.
All disputes, differences or questions at any time between the parties as to the
construction of the Contract or as to any matter or thing arising out of the
Contract or in any way connected therewith shall be referred to the arbitration
of a single Arbitrator who shall be agreed between the parties or who failing
such agreement shall be appointed at the request of either party by the
President for the time being of the Mechanical Handling Engineers Association.
The arbitration shall be in accordance of the Arbitration Act 1950 or any
Statutory modifications or re-enactments thereof for the time being in force.
23. Law Of Contract.
Unless otherwise agreed between the parties in writing the Contract shall be
subject to and construed in accordance with English Law.
24. Severability.
If any of these Conditions is held to be invalid, illegal or unenforceable in any
respect, whether in whole or in part, such invalidity, illegality or
unenforceability shall not prejudice the effectiveness of the rest of these
conditions or the remainder of any part of the conditions affected.
883