1) DEFINITIONS AND INTERPRETATION
1.1 In these conditions
“Goods” means the goods (including any instalment of the goods or any parts of them) which we are to supply in accordance with these conditions.
“Price” means the price for the Goods excluding carriage packing insurance and VAT.
“We” “us” and “our” means Exchange Engineering Limited (registered in England under number 1962680).
“You” and “your” means the person firm or company who accepts a quotation from us for the sale of the Goods or whose order for the Goods is accepted by us.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2) BASIS OF SALE
2.1 We shall sell and you shall purchase the Goods in accordance with any written quotation from us which you accept or any order from you which we accept subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by you.
2.2 No variation to these conditions shall be binding unless agreed in writing between our and your authorised representative.
2.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into the contract you acknowledge that you do not rely on and waive any claim for breach of any such representations which have not been confirmed by us in writing.
3.1 The quantity quality and description of the Goods shall be those set out in our quotation (if accepted by you) or your order (if accepted by us).
3.2 Once placed, you cannot cancel any order which has been accepted by us except with our agreement in writing and on terms that you shall indemnify us in full against all losses (including loss of profit) and damages charges and expenses incurred by us as a result of cancellation. If you cancel or refuse to take delivery of part of an order you will still be required to pay for the entire order.
4.1 We reserve the right by giving notice to you at any time after you have placed an order with us but before delivery to withdraw the price stated or to increase the price of the goods to reflect any increase in the cost to us which is due to any factor beyond our control. Prices are subject to correction for any typographical or clerical errors.
4.2 Except as otherwise stated under the terms of any quotation or the current price list on the date you place your order and unless otherwise agreed in writing between us and you all prices exclude all duties taxes (including Value Added Tax) and charges and transportation costs and any such charge shall be payable by you. If we are required to pay such charges we can recover them from you as part of the price and the price shall be increased accordingly.
4.3 Where we agree to payment of the price in the form of bills of exchange acceptances or other negotiable securities or similar arrangements you shall indemnify us in respect of any duties fees taxes levies discounts losses or other charges in connection therewith.
5.1 We are entitled to invoice you for the price of the goods on or at any time after despatch of the goods from us to you unless the goods are to be collected by you or you wrongfully fail to take delivery of the goods in which event we shall be entitled to invoice you for the price at any time after we have notified you that the goods are ready for collection or (as the case may be) we have tendered delivery of the goods.
5.2 You shall pay the price of the goods by the end of the calendar month following the month in which our invoice to you is dated notwithstanding that delivery may not have taken place and the property in the goods has not passed to you. The time for payment of the price shall be of the essence of the contract. If you require an order number to be quoted for your records you must ensure that you provide this to us in writing when placing the order receipt for payment will be issued only upon request.
5.3 If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to:
5.3.1 Cancel the contract or suspend any further deliveries to you:
5.3.2 Charge you interest (both before and after any Judgment) on the amount unpaid at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest) and
5.3.3 Exercise our statutory right to claim compensation for debt recovery costs under the late payment legislation and/or charge you all costs for recovering monies due to us
6) RISK AND PROPERTY
6.1 Risk of damage to or loss of the goods shall pass to you if:
6.1.1 On delivery to the premises to which delivery is to be made as specified in our quotation to you or your order to us unless you have notified us in writing that you have effected your own goods in transit insurance in which case risk will pass upon despatch or,
6.1.2 On collection of the goods by you whichever occurs first,
6.2 The ownership of the goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the goods and all other goods to be sold by us to you for which payment is then due.
6.3 Until such time as the property in the goods passes to you shall hold the goods as our fiduciary agent and bailee and shall keep the goods separate from your own and those of third parties and properly store protect insure and identify them as our property.
6.4 Until such time as the property in the goods passes to you (and provided the goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the goods to us and if you fail to do so forthwith to enter upon any premises of yours or any third party where the goods are stored and repossess the goods.
7) CLAIMS FOR DEFECTS, DAMAGE, LOSS, OR NON DELIVERY
7.1 You shall inspect the goods within two days of the date on which the goods are delivered and shall notify us in writing of any alleged defects, shortage in quantity, damage, or failure to comply with description or sample. If you fail to comply with these provisions you will be deemed to have accepted the goods.
7.2 You must notify us of any non-delivery of a whole or part consignment within seven days of the date on which the goods are to be delivered. A clear signature on a carrier’s delivery advice sheet will be deemed to signify receipt of the quantity of cartons indicated on the advice sheet
7.3 If the goods are not in accordance with the contract for any reason your sole remedy shall be limited to us making good any shortage or us replacing such goods or at our discretion refunding a proportionate part of the price. Where you have notified us of a defective part due to faulty material or workmanship within six months of delivery any new parts supplied to you will be entitled to the benefit of the balance of the six month warranty. Where more than six months has elapsed since the goods were delivered to you if at our discretion we replace the goods you will be charged 15% of the original purchase price unless otherwise agreed between us in writing.
7.4 Our liability to you whether for any breach of contract or otherwise shall not in any event exceed 125% of the Price and we shall in no circumstances have any liability for any direct loss and/or expense or indirect loss and/or expense suffered by you (non-exhaustive illustrations being loss of profit, business contracts, revenues or anticipated savings) or any liability you may incur to third parties or any other special or consequential damage you incur of any nature whatsoever. In no circumstances will we have any liability to you for the incorrect functioning of goods or parts which have been manufactured in accordance with drawings or designs supplied by you.
7.5 We shall not be under any liability for any failure to perform any of our obligations under this contract due to force majeure which means fire explosions, flood, lightning, other acts of God, acts of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute or events or circumstances outside our reasonable control (“Force Majeure”). We shall be allowed a reasonable extension of time for the performance of our obligations under the contract following notification to you of a force majeure event.
7.6 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury or for breach of the applicable warranties as to title and quiet possession implied into this contract by Section 12(3) of the Sale of Goods Act 1979 or Section 2(3) of The Supply of Goods and Services Act 1982 whichever Act applies to this contract caused by our negligence or affect your statutory rights if you are dealing with us as a consumer.
8) HANDLING AND RE-STOCKING CHARGE FOR RETURNED PARTS
8.1 Due to high volume of orders that we process every day, it is inevitable that many customers will sometimes wish to return parts. This can be for a variety of reasons.
8.2 If a part is faulty, damaged or wrongly supplied we will always offer a full credit or replacement. All we ask is that goods are thoroughly re-packed to avoid damage during return shipment to our works.
8.3 You must ship the goods back to us at your own expense. However if the returned goods are faulty, damaged or wrongly supplied we may offer to collect at our own expense or we may offer to credit your return shipping costs.
8.4 Because of the considerable cost of handling and thoroughly inspecting returned goods you will understand that wrongly ordered parts may be subject to a 15% handling/re-stocking charge. This is often less than our true cost. The only alternative is for us to increase our prices to absorb this cost, this however, would be unfair to the majority of our customers who only return occasional items, they would be subsidising those who are less efficient and mis-order on a regular basis.
8.5 No parts will be accepted back without completion of our goods returns note.
9) PROCEDURE FOR CLAIMING WARRANTY
9.1 The customer must return the product in question at his own expense to Exchange Engineering with a completed returns note (available on request).
9.2 Exchange Engineering or agents acting on their behalf will examine the product to establish whether there is a genuine warranty claim.
9.3 If testing is required the you may be charged
9.4 If the goods need to be sent on to the original manufacturer associated shipping costs for this may be charged
9.5) If after inspection an item is found to be faulty and is covered by warranty, then testing and carriage charges will be refunded and full credit given or replacement offered
9.6) If you require a replacement part urgently, the item will be despatched and charged for, regardless as to the outcome of the warranty claim. Upon receipt of the claimed item, if warranty is applicable full credit will be given, if not then the charge will stand.
10) TERMINATION AND SUSPENSION
10.1.1 You make any voluntary arrangement with your creditors or become subject to an Administration Order or if you are an individual or a firm you become bankrupt or if you are a company you go into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
10.1.2 An encumbrancer takes possession or a receiver is appointed of any of your property or assets or
10.1.3 You cease or threaten to cease to carry on business or
10.1.4 We reasonably believe that any of the events mentioned above are about to occur in relation to you and notify you accordingly
Then without prejudice to any other right or remedy available to us we shall be entitled to cancel this contract or suspend any further deliveries under this contract without any liability to you and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice required or permitted to be given by any party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice
11.2 No waiver by us of any breach of this contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision
11.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby
11.4 You shall not assign the benefit of this contract without our prior written consent
11.5 This contract shall be governed by and construed in accordance the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales
11.6 We do not offer a repairs service. Whilst we will always honour genuine warranty claims for faulty goods and materials, normal service and running repairs should be done by the customer. Any items returned for inspection will be subject to a delay and may be subject to an inspection charge.
11.7 All data and measurements are without liability and indicate approximate values only
11.8 We reserve the right to make technical modifications at any time without prior notification
11.9 The product descriptions used in our catalogue do not represent guaranteed characteristics
11.10 The details we provide are recommendations only, which we give to the best of our knowledge
12) ACCEPTANCE OF GDPR