STANDARD CONDITIONS OF TRADE UNDER WHICH ALL TRANSACTIONS FOR THE SUPPLY OF GOODS OR SERVICES ARE CONDUCTED BY POLYGRAPHICA EQUIPMENT LIMITED (THE COMPANY)
In these conditions "the end user" shall mean the person, firm or company that uses the goods following finalisation of the transactions referred to herein. "The Finance Company" shall mean any hire purchase, leasing, hiring or other company providing similar financial services to which the Company supplies goods at the request or direction of the end user. "The Customer" shall mean the end user when the contract or sale is between the Company and the end user and shall mean the Financial Company when the contract of sale is between the Company and the Financial Company.
Acceptance and Limits of Contract
No quotation made by the Company shall constitute an offer by the Company.
No order will be accepted except upon receipt of a signed 'Sales Contract' signed by both "The Company" and the "End user" or "Finance Company" which incorporated these conditions. Any terms and conditions proffered by the Customer are hereby excluded. Any order placed by a Customer whether in writing, verbally, by e-mail, fax, telex or telegram, shall be deemed to constitute an offer by the Customer to enter into a contract upon these Conditions of Trade which shall be deemed to have been accepted by the Company when Company despatches a Sales Contract. The Customer shall not transfer his rights to any third party.
The Company reserve the right to vary the price of the goods by any amount attributable to:
a suspension of or an alteration to work by reason of a change in instructions or lack of instructions.
any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any other costs whatsoever nature between the date of the contract and the date of delivery or completion of payment.
Hire Purchase and Similar Transactions If the sale of the goods proceeds by way of a sale by the Company to the Finance Company and the Company agrees to deliver the goods to the end user the provisions hereof shall so far as relevant apply to any relationship between the Company and the end user and for the avoidance of doubt the end user hereby agrees that the Company shall not be liable to the end user for negligence, misrepresentation (negligent or otherwise), breach of contract (collateral or otherwise) or breach of warranty (express or implied).
The Company will use its best endeavours to despatch or complete by the estimated date set out in the Company's Sales Contract but time is not the essence of the Contract and the Company shall not incur any liability whatsoever for failure to despatch or complete by such date.
Risk Delivery and Passing of Property
Except as otherwise specifically agreed in writing the price does not include the cost of transport, erection or installation.
Any dates quoted by the Company for delivery of the goods or any other reference made by the Company to dates in the Company's dealings are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance of the Company no regard has been given to any quoted delivery dates or any other quoted dates.
Should delivery of the goods by the Company, its servants or agents or carrier be effected at the end user's premises the Customer shall be responsible for and indemnify the Company against all damage to property or injury to persons resulting therefrom and occasioned on those premises save and except for death or injury incurred by the negligence of the Company, its servants or agents. It shall be the responsibility of the end user:-
to provide unimpeded access to the position in his premises where he wishes the goods to be installed and adequate labour for the loading and unloading of all goods.
to prepare the site for the erection and installation of the goods.
to provide all necessary mains services and connection of the same to the goods.
Goods shall remain the property of the Company until the whole of the contract price has been paid. Risk shall pass to the Customer on delivery. After delivery and until the whole of the price has been paid the Customer shall indemnify the Company against all loss or damage to the goods from whatsoever cause occurring. Until title passes the Company shall hold the goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
In the event of the Customer making any sale of the goods the property in which has not passed to the Customer the following terms shall apply:-
all monies received by the Customer from such sale shall be held in trust for the Company absolutely and shall be placed to the credit of a separate designated bank account and not mingled with other monies or paid into any overdrawn bank account and shall at all times be identified as the property of the Company and until property in the goods has passed to the Customer in accordance with these Conditions such monies shall not be withdrawn or charged.
the customer shall take such action steps or proceedings arising out of any such sale as the Company may consider appropriate for the recovery of any sums due to the customer in respect of any such sale.
The Company is irrevocably authorised to enter upon any premises where the goods are situated and take possession of and remove the goods at the Customer's expense:-
at any time after the purchase price (or any part thereof) has become due and has not been received in full.
if the purchase price has not been received in full (whether or not the purchase price has become due) upon the appointment of a receiver of the whole or any part of the Customer's undertaking or upon the Customer entering into liquidation or upon the Customer compounding with its creditors or taking or suffering any similar action in consequence of debt.
Loss or Damage in Transit No liability will be accepted by the Company for any discrepancy in the quality or quantity of goods or damage thereto in transit unless notification is received by the Company in writing in the case of end users within the United Kingdom & overseas within 5 days of delivery. Goods damaged during transit must be kept together with the packing for inspection by or on behalf of the Company.
Terms of Payment
Unless otherwise specified by the company in writing the purchase price of goods sold to a Customer within the United Kingdom is payable:-
30% with order. 70% on notification that the goods are available for delivery and For goods sold to a customer outside the United Kingdom the purchase price is payable 30% with order and 70% by means of an irrevocable letter of credit confirmed by a United Kingdom Bank payable at sight against presentation of shipping documents or by Telegraphic Transfer prior to shipment.
No discount or allowance will be made unless specifically stated and agreed by the Company in writing. Interest will be charged on all outside accounts at the rate of two and a half per cent per month.
If the customer fails to comply with the Company's terms of payment or any of these terms and conditions, the Company will be entitled to treat the contract as at an end together with any other contract between the Company and the Customer which may exist at the time without prejudice to the Company's right to recover any and all damages, losses, costs and expenses resulting or arising out of any breach by the Customer of these terms and conditions or any other obligations of the Customer to the Company.
In the event that a contract or contracts between the Company and the Customer are terminated under sub-clause c, any deposit or down payment made by a Customer may at the discretion of the Company be forfeited and retained by the Company to meet any loss which the Company incurs as a result of the breach of contract by the Customer. Forfeiture of such deposit or down payment shall be without prejudice to the Company's rights to recover any and all damages, loss, costs and expenses resulting and arising out of any breach of the Customer's obligation to the Company if such deposit or down payment is not sufficient to cover such damages, losses, costs and expenses.
Undertakings and Warranties
Save in cases hereinafter set out the company undertakes that if within the written specification guarantee period any part of the goods becomes defective (other than through fair wear and tear) and notice in writing or by telex thereof is received by the Company within 5 days of such discovery and if between the date of delivery and the receipt by the company of such notice the goods have at all times been used with reasonable care and by competent persons and nobody has attempted to repair or alter or otherwise interfere with the goods (without the consent of the Company) the Company will send a replacement for the defective part. All labour, transport/freight and packing costs incurred in sending and installing such replacement shall be paid by the Customer.
The above warranty and undertaking are not given and are specifically excluded in the following cases:-
where the goods are new and a manufacturer's guarantee is available whether taken up by the Customer or not.
Undertakings and Warranties - Used Machinery
Where the goods are second hand and bought 'as is', in the condition in which the goods are at the date of contract including any defects and available for inspection either at the premises of a third party or at the premises of the Company, whether in fact the end user or the Finance Company so inspects or not.
Polygraphica Equipment Limited gives no warranty as to the merchantability of the machine or its fitness for any particular purpose.
Although believed to be correct, the machine specification, spare part and tooling lists supplied are based solely upon those provided by the original owners. It is the responsibility of the purchaser, who has had every opportunity to inspect the machine and ancillary equipment to ensure the lists supplied are complete and accurate, as such any errors, shortfalls and/or omissions are to be considered accepted by all parties.
Limitation of Liability
Save as set out in paragraph 8 above.
The Company shall not be liable in any way whatsoever from any failure to comply with the terms of the contract which is due to circumstances out of the company's control.
The Company shall not be liable in any circumstances for loss of profits, interest paid or payable by the Customer, loss of orders, consequential loss, loss of profits or loss of expense consequent upon disruption of business.
The Company shall not be liable for any damage to anything arising from the goods or any defect in them or use made of them and the Customer shall indemnify the Company against any claim in respect thereof.
The Company shall not be liable for negligence by itself, its servants or agents either arising from any matters in the course of pre-contract dealings either arising from any matters in the course of pre-contract dealings with either the end user or the Finance Company or in regard to the performance of the Contract.
All conditions, representations, warranties or undertakings in connection with the goods, whether implied by statute, common law, custom or for any reason whatsoever and whether as to quality, description, condition, fitness for use or otherwise whatsoever are hereby excluded.
The sale or supply of goods is strictly on the terms that the Customer has had every opportunity to examine the goods and has satisfied himself as to their condition and suitability and the Customer acknowledges that all specifications and details in catalogues, quotations, sales contracts or similar documents or by word of mouth and all dates of manufacture, dates on which goods were first used and specific forecasts of performance howsoever given are approximate only and do not form part of the contract between the Customer and the Company.
The Company shall not be liable for any mis-representation, negligent or otherwise.
The Company will not be liable for any liability claim loss damage or expense of any kind or nature caused directly or indirectly by the goods or any part thereof or for any inadequacy thereof for any purpose or for any deficiency or defect therein or in the use or performance thereof or for any repairs servicing or otherwise thereto or for any delay in providing or failing to provide the same or for any interruption or loss of service or use thereof or for any loss of business or other consequential damage or any damage whatsoever and howsoever caused provided always that nothing herein provided shall exclude any liability of the Company in respect of death or personal injury resulting from the negligence of the Company or its employees or agents.
Health and Safety Regulations
"The Company" are not liable for any death or injury caused by the goods supplied. The "end user" must ensure the goods are safe and adequately guarded to operate in compliance with any health and safety regulations as existing in the country or intended operation. Further, the end user shall indemnify the Company in respect of any actions, costs, proceedings, claims or demands which may be made against the Company relating to health and safety matters by any statutory authority.
Where the goods are classed as 'second hand' all offers are subject to the goods remaining unsold until the date of signing of a contract. The company will not be responsible for any goods sold prior to receiving a signed contract.
The Customer shall not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company's affairs or business or method of carrying on business
The Customer shall not reveal any details of the Contract before or after termination of the Contract to any third party nor cause or permit to be published any such details save to professional advisers or save to the extent required by law.
The customer shall not copy, reproduce, use for any unauthorised purpose or part with possession of any drawings, documents or materials made available by the company or conduct any unauthorised examination of any such material and shall promptly return all such drawings, documents or materials (and copies of these whether authorised or not) to the Company on request at any time.
If at any time anyone or more of these conditions and any Contract in which these conditions are incorporated become invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining conditions hereunder shall not in any way be affected or impaired thereby.
These conditions and any contract in which these conditions are incorporated shall be governed by and construed in accordance with English Law and the customer agrees to submit to the jurisdiction of the English Courts.
Any notice given under these conditions and any contract in which these conditions are incorporated shall be in writing and may be served personally, by registered or recorded delivery mail or by facsimile transmission (the latter confirmed by post) and each parties address for service shall be at such address as is specified in the contract. A notice shall be deemed to be served if it was served in person at the time of service, if it was served by post, 48 hours after it was posted and if it was served by facsimile transmission, at the time of transmission.