| Terms and Conditions |
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1. ACCEPTANCE OF ORDER
RTK Engineering LTD (hereinafter referred to as "the seller") submits all quotations and price lists and accepts all orders, whether made through itself or its appointed agents, subject to the following conditions of Contract which shall apply to all Contracts for goods supplied or work done by the seller, its servants, agents or sub-contractors to the exclusion of all other representatives, conditions and warranties, statutory or otherwise expressed or implied.
The giving by the Purchaser of any delivery instructions for the goods or any part thereof, or the acceptance by the Purchaser of any delivery of the goods or any part thereof, (or any conduct by the Purchaser in confirmation of the transaction set out on the face hereof after receipt by the Purchaser of this document) shall constitute unqualified acceptance by the Purchaser of these conditions.
Nothing in these conditions shall affect any right of the Seller against or in connection with the goods.
Each order received and accepted by the Seller will be deemed to form a separate contract to which these conditions of sale shall apply and any waiver or any act of non-enforcement or variation of any terms or part thereof on the part of the Seller shall not bind or prejudice the Seller in relation to the application of these conditions of any other order installment or delivery whatsoever arising.
No variation of these Terms & Conditions of Sale and Quotation can be made unless the Seller expressly agrees such variations to in writing.
2. QUOTATIONS
Quotations are valid for 60 days and then lapse unless otherwise specified in the quotation.
Any conditions, which appear in any quotation made to the Purchaser, are hereby agreed to be incorporated in these conditions of sale.
3. DELIVERY/CARRIAGE AND PACKING
All delivery dates are quoted in good faith, but time shall not be deemed to be of the essence.
The Seller shall not be reliable for any loss or damage (whether direct or consequential) whatsoever arising from late delivery of goods or materials and the Purchaser shall not be entitled to treat the contract as repudiated by reasons of any such late delivery.
If the Seller is prevented (directly or indirectly) from making delivery of the goods or any part thereof by reason of acts of God, war, strikes, lockouts, trade disputes, fires, breakdown, interruption of transport, Government action, delays in or failure of delivery to the Seller of any goods or materials or any cause whatsoever (whether or not of the like nature to those specified above) outside his control, the Seller shall be under no liability whatsoever to the Purchaser and the Seller shall be entitled at his option either to cancel this contract or extend the time of his performance by a period equivalent to that during which his performance has been prevented by the circumstances herein before referred to.
4. SHORTAGES, DAMAGES AND/OR LOSS IN TRANSIT
The Purchaser shall not be entitled to make any claims against the Seller in respect of any shortfall in the quantity of the goods specified in the delivery note, or where the Seller is informed in writing of such shortfall, damage or non-delivery within such time as will enable the Seller to comply with the Seller's carrier's conditions of carriage or within seven days of receipt of the advice note by the Purchaser from the Seller, whichever is the shorter.
The seller shall have no liability in respect of damage or shortages caused by the acts or omissions of the Purchaser or of others or by causes beyond the Seller's control.
In the absence of claims within the times mentioned above the goods shall be deemed to have been delivered in accordance with the contract.
A carriage and packing charge will be made on each invoice.
5. PRICES
Orders are accepted only on condition those goods will be invoiced at the price ruling at the date of dispatch.
The seller reserves the right to alter prices without notice to cover variations in the cost of raw materials labor etc, or through the Purchaser's change of design or for any other reason.
If variation in price occurs during the currency of an order the price of the un-dispatched portion of the order outstanding at the date of such variation in price may be adjusted accordingly.
The price of the goods is exclusive of V.A.T, which will be charged extra at the rate in force on date of invoice.
6. TERMS OF BUSINESS (PAYMENT)
Net Monthly to holders of approved credit accounts, otherwise cash with order or Pro-forma Invoice.
The Seller reserves the right to submit an invoice at any stage following delivery or part delivery of the goods.
All accounts must be paid by the end of the month following that in which the invoice is dated.
In the event of that the Purchaser is declared bankrupt or makes any proposal to his or her creditors for a composition or other voluntary arrangement or if a limited company, a receiver, liquidator or administrator is appointed in respect of the Purchaser's business or a petition to wind up the Purchaser is presented then all sums due from the Purchaser to the Seller shall become payable forthwith.
Interest will be charged on all overdue accounts at the rate of 5% per month above the base rate from time to time of Lloyds Bank PLC.
7. DEFAULT OF PAYMENT
Should default be made by the Purchaser in paying any sum due under any contract as and when it becomes due or should the Purchaser be in default in any respect of the contract entered into, the Seller shall have the right with or without notice at the discretion of the Seller either to suspend all as any further goods remain to be delivered without prejudice to any claim or right the Seller might otherwise make or exercise and without liability for any consequential loss caused to the Purchaser howsoever arising.
8. RESERVATION OF TITLE
Notwithstanding the provisions of conditions and irrespective of delivery, ownership of the goods remains with the Seller until such time as the Purchaser has paid in full all that it owes to the Seller including the full cost outstanding of any other goods the subject of any other contract, delivery or installment.
Until that time the Purchaser shall keep the goods as bailee and fiduciary agent for the Seller storing them in such a way that they can be identified as the Seller's property and keep them separate from the Purchaser's and any third party's property and the property of any other Purchaser.
The Purchaser shall keep the goods properly protected and insured.
However the Purchaser shall be entitled to sell the goods to a third party within the normal carrying on of its business on the condition that it shall advise the Seller of such sale immediately and, as soon as reasonably practicable thereafter at the Seller's option either account to the Seller for such proceeds of sale forthwith or hold the same on trust for the Seller and if the Seller so requires shall hand over to the Seller any claims emanating from the sub-sale that it has against its own purchaser.
The Purchaser's right to keep the goods shall cease if the Purchaser is declared bankrupt or makes any proposal to his or her creditors for a composition or other voluntary arrangement or, if a limited company, a receiver, liquidator, or administrator is appointed in respect of the purchaser's business or a petition to wind up the Purchaser is presented.
Until such time as the ownership of the goods passes to the Purchaser the Purchaser grants the Seller, its agents and employees an irrevocable licence to enter the Purchaser's premises where the goods are stored in order to repossess them or inspect them at any time.
In the event that the exercise by the Seller of the rights conferred by this clause results in the Seller repossessing goods for which the Purchaser has paid the Seller may set off against any sums which become due from it on that basis any sums due from the Purchaser in respect of other contracts.
The Purchaser shall not be entitled to pledge in any way charge by way of security for any indebtedness any of the goods which remain in the ownership of the Seller but if the Purchaser does so all monies owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
The invalidity of any part of this condition shall not effect the validity or effect of the remaining parts of this condition.
9. PURCHASER'S BANKRUPTCY
If the Purchaser shall make default in or commit any breach of any of his obligations to the Seller or if any distress or execution shall be levied upon the Purchaser or if the Purchaser shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if the Purchaser is a limited company any resolution or petition to wind up each company's business (other than for the purposes of amalgamation or reconstruction) shall be passed or presented the Seller shall have the right forthwith to determine by written notice posted to the Purchaser any contract then subsisting without prejudice to any claim the Seller might otherwise make or exercise.
10. WARRANTIES
The Seller guarantees all standard products for a period of five years in respect of all labour and materials and for a period of one year for all other products, specials or modified standard products.
The seller determines the right to repair, replace or reimburse at the Seller's discretion.
The Seller will not accept the return of goods supplied without prior agreement in writing.
The Seller's liability in respect of goods supplied shall be strictly limited to the repair; replacement or reimbursement detailed above, notified in writing and returned carriage paid the Seller's works.
The guarantee will be invalidated if the unit has not been used in accordance with the operating instructions or unauthorized repairs have been attempted or if the goods have not been used in accordance with instructions given by the Seller, its agents or employees at the time of delivery of the said goods.
The Seller's decision as to whether the goods supplied are "standard products" or not shall be binding and final.
11. RISK
The goods shall be at the Purchaser's risk from the time of delivery to him.
The Purchaser will keep the goods fully insured from the date of delivery until payment in full for the goods is made and if, during the period, the goods are lost, destroyed or damaged, the Purchaser will account for the proceeds of insurance to the Seller.
12. CANCELLATION, ALTERATION OR RESCHEDULING OF ORDERS
The Purchaser may cancel, suspend, alter or reschedule an order only with the written consent of the Seller.
In the event of an order being cancelled by the Purchaser, the Purchaser shall be liable to indemnify the Seller against all losses (including loss of profits) and other expenses and damages (whether direct or consequential) occasioned by such cancellation.
In the event of cancellation of scheduled orders, the Seller reserves the right to invoice the difference in the selling price applicable to the quantity taken up to the time of cancellation compared with the price for the quantities now given.
13. TESTS AND INSPECTION
Unless otherwise agreed all testing and inspection specified by the Purchaser or implied by the order or customary to the Seller's practice shall be at the Seller's or manufacturer's works and shall be final.
14. INFRINGEMENT OF PATENTS OR REGISTERED DESIGN
Any design or express or implied instruction directly or indirectly communicated by the Purchaser to the Seller shall not be such as to cause or require the Seller to infringe any letters patent, copyright, registered design or trademark or such matters in the performance of this or any other contract.
The Purchaser will indemnify and keep indemnified the Seller, its directors, officers and servants, agents and sub-contractors against all claims demands and costs howsoever arising in respect of any infringement or alleged infringement of letters patent, copyright, registered design or trademark and arising directly or indirectly from the use of or compliance with any design or express or implied instructions communicated by the Purchaser to the Seller for the purpose of and in connection with this contract.
15. DESCRIPTION AND DATA
The Seller shall make every effort to ensure the accuracy of technical data or literature relating to goods but the Seller accepts no liability for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature not being caused by neglect of the Seller.
It is the responsibility of the Purchaser to ensure that the data is current for the equipment being used and that no change in specification has occurred.
16. PROHIBITED SHIPMENTS
The Purchaser will not sell or ship any goods direct to any person or destination where such sale or shipment would be prohibited by the Laws of the United Kingdom and the Purchaser must, at its own expense, secure such licences and import and export documents as are necessary to buy or sell the goods.
It is the Purchaser's responsibility to ensure that such licences and import or export documents are obtained.
17. GOVERNING LAW
These Terms and Conditions of Sale and Quotation shall be governed by English Law and any disputes arising out of any contract made between the Seller and the Purchaser shall be heard and determined by an English Court of competent jurisdiction or, at the option of the Seller, shall be submitted to arbitration in London in accordance with and subject to the provisions of the Arbitration Act 1950, 1975 and 1979 or any statutory modification or reenactment thereof for the time being in force.
The individuality of any term or condition of these Terms & Conditions or part thereof shall not affect the validity or effect of the remaining Terms & Conditions or parts thereof.
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