Terms & Conditions

Terms and Conditions for Purchases

1. DEFINITIONS

In this document the following words shall have the following meanings:

 

Agreement	means the Conditions, an Order Acknowledgement and the relative Purchase Order for Goods and if there shall be any inconsistency between the documents comprising an Agreement, they shall have precedence in the order herein listed;
Buyer	means the organisation or person with whom an Agreement is made by the Seller, whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such organisation or person;
Conditions	means these terms and conditions;
Goods	means the articles or things or any of them described in an Agreement including, without limitation, raw materials, processed materials or fabricated products;
Intellectual Property Rights	means patents, registered designs, trade marks and service marks (whether registered or not), domain names, copyright, database rights, moral rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, computer programs, confidential information, business names, goodwill and in applications for protection of the above rights;
Order Acknowledgement	is the Seller’s acknowledgement of a Purchase Order for Goods confirming acceptance of that Purchase Order;
Parties	means the Buyer and the Seller
Purchase Order	shall mean an order for the purchase of Goods submitted to the Seller by the Buyer
Seller	means Transpac Europe (UK) Ltd

2. GENERAL 

 2.1. The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer, whether in the negotiation or at any stage in the dealings between the Parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been agreed by the Seller in writing.
 

2.2. Any variation to the Conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by and signed by a director on behalf of the Seller.

 
3. ORDERS 3.1. Unless verbal or telephone Purchase Orders and any variations to Purchase Orders are confirmed in writing by the Buyer the Seller shall not be responsible for errors or subsequent misunderstandings.

 
3.2. Notwithstanding that the Seller may have given a detailed quotation no Purchase Order shall be binding on the Seller unless and until it has been accepted in writing by the Seller by means of an Order Acknowledgement.

 
4. PRICE AND PAYMENT 

 4.1. All prices estimated, quoted or invoiced are in Sterling (UK Pounds)

4.2. The price of the Goods will be the price stated in the Order Acknowledgement, being, unless otherwise stated by the Seller, the list price of the Company current at the date of the Order Acknowledgement.  The Seller’s prices are subject to adjustment to take account of any variation in the Seller’s costs including (but not limited to) variations in wages, the cost of materials, exchange rate fluctuations, alterations of duties and other costs since the date of the Seller’s quotation or (if no quotation is issued) the Purchase Order.  The Seller accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted or the Purchase Order is submitted (as applicable).  The invoice so adjusted shall be payable as if the price set out therein were the original Agreement price.

4.3. The price is exclusive of VAT, which will be charged at the appropriate rate. The price is also exclusive of transport, packaging, insurance and any other applicable duties or taxes, unless otherwise explicitly agreed. 

4.4. All invoices of the Seller shall unless otherwise agreed in writing by the Seller be paid by the Buyer within 30 days of the date of the Seller’s invoice without deduction or withholding and free of set off or counterclaim.  Time for payment shall be of the essence of an Agreement.  The Seller shall be entitled to render an invoice for the Goods sold under an Agreement as soon as the Seller has provided an Order Acknowledgement.

4.5. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at the rate of 3.00% per annum above the base rate of Barclays Bank Plc.

4.6. If the payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: 4.6.1. require payment in advance of delivery in relation to any Goods not previously delivered;

4.6.2. refuse to make delivery of any undelivered Goods whether ordered under the Agreement or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

4.6.3. terminate the Agreement.

5. SPECIFICATION OF GOODS

5.1. No description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Seller and no representation written or oral, correspondence or statement shall form part of any Agreement.

5.2. Goods described in the Seller’s literature or elsewhere are subject to a continuing process of technical change and development and the Seller therefore reserves the right to alter specifications without notice at any time before delivery. All descriptions, illustrations, specifications and dimensions are approximate and are only intended to present a general guideline as to the type of Goods represented thereby. It is therefore agreed by the Buyer that Goods supplied may not comply in all respects with the description in the Seller’s literature or elsewhere.

6. DELIVERY

6.1. The date of delivery specified by the Seller is an estimate only given in good faith. All risk in the Goods shall pass to the Buyer on delivery, such that the Buyer shall be liable for any subsequent loss or damage to Goods however caused.. The Seller undertakes to use reasonable endeavours to despatch the Goods on the agreed date, but does not guarantee to do so. Time of delivery shall not be the essence of the Agreement, unless expressly agreed in writing by the Seller. Goods are delivered by carriers over whom the Seller has no control and therefore the Seller shall not be liable for any loss, damage or expense suffered by the Buyer or any other party by reason of any alleged delay in delivery.

6.2. Goods collected by the Buyer from the Seller’s premises shall be deemed to be delivered and risk shall pass to the Buyer when they have been loaded on to the Buyer’s vehicle or are otherwise in the Buyer’s possession. 

6.3. Goods transported by the Seller shall be deemed to be delivered when they are ready to be unloaded at the site specified by the Buyer. 

6.4. When delivery is refused by the Buyer or is delayed, suspended or made by instalments at the request of the Buyer, risk in the Goods (or any of them not delivered in these circumstances) shall pass to the Buyer immediately upon such refusal or request by the Buyer and (without prejudice to the generality of the foregoing) the Seller shall place such Goods into store and the cost of storage and insurance of such Goods and of any attempted delivery of such Goods shall be for the Buyer’s account. 

6.5. The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Seller.

6.6. No liability for non-delivery loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Agreement will attach to the Seller unless claims to that effect are notified in writing by the Buyer to the Seller: (a) within 7 days of delivery for loss damage or non-compliance with the Agreement or (b) for non-delivery within 10 days of the delivery date specified by the Seller.  If the Buyer fails to give such notice the Goods shall be deemed to be in all respects in accordance with the Agreement and, without prejudice to earlier acceptance by the Buyer, the Buyer shall be bound to accept and pay for the same accordingly.

6.7. In the event of a valid claim for non-delivery loss damage or non-compliance with the Agreement the Seller undertakes at its option either to repair or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance.

6.8. If forwarding instructions are not received within 5 days, or 14 days for export orders, of the Seller’s advice to the Buyer that Goods are ready for despatch, the Seller shall be entitled to make an appropriate storage charge from the date of such advice.

7. TITLE 

7.1. In spite of delivery having been made, property in the Goods shall not pass from the Seller until the Buyer has paid the price of all the Goods under the Agreement and no other sums are due from the Buyer to the Seller.

7.2. Until the property in the Goods passes to the Buyer, the Buyer shall hold the Goods and each of them on a fiduciary basis as a custodier/bailee for the Seller. The Buyer shall store the Goods separately from all other Goods in its possession and marked in such a way that they are clearly identified as the property of the Seller.  The Buyer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.  The Buyer shall maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.  On request the Buyer shall produce the policy of insurance to the Seller.

7.3. Notwithstanding that, the Goods remain the property of the Seller; the Buyer may sell the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Until property in the Goods passes from the Seller, the entire proceeds of sale or otherwise of the Goods shall be held on trust for the Seller.

7.4. Until such time as property in the Goods passes from the Seller to the Buyer, the Buyer shall, upon request, deliver up such Goods as have not ceased to be in existence or resold, to the Seller. If the Buyer fails to do so, the Seller may enter upon any premises owned or occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

7.5. The Seller shall have the right to maintain an action for the price of the Goods notwithstanding that title may not have passed to the Buyer.

8. BUYER’S OBLIGATIONS 

8.1. The Buyer shall provide the Seller with any information reasonably required by the Seller as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Goods.

8.2. Without prejudice to any other rights to which the Seller may be entitled, in the event that the Buyer unlawfully terminates or cancels the Agreement, the Buyer shall be required to pay to the Seller, as agreed damages and not as a penalty, the full amount of any third party costs to which the Seller has committed and in respect of cancellations on less than 30 days' written notice the full price of the Goods as set out in the Agreement, and the Buyer agrees this is a genuine pre-estimate of the Seller's losses in such a case. 

9. ALTERATIONS TO THE AGREEMENT 

9.1. The Parties may, at any time, mutually agree upon variations to the Agreement. Any alterations in the scope of Goods to be provided under the Agreement shall be set out in a revised Order Acknowledgement, which shall reflect the changed Goods and price and all other terms agreed between the Parties.

9.2. The Buyer may at any time within 7 days of the Order Acknowledgement request in writing alterations to the Agreement. On receipt of the request for alterations, the Seller shall, within 7 days, or such other period as may be agreed between the Parties, advise the Buyer by notice in writing whether it is prepared to alter the Agreement in accordance with the Buyer’s request and, if it is, the basis upon which it is prepared to do so having regard to the changes which the Seller would require to the price and any other terms previously agreed between the Parties (“an alteration notice”).

9.3. The Buyer shall, within 7 days of receipt of an alteration notice, or such other period as may be agreed between the Parties, advise the Seller by notice in writing whether or not it wishes the Agreement to be altered on the basis set out in the alteration notice.  If such a notice is given by the Buyer, the terms of the altered Agreement shall be set out in a revised Order Acknowledgement.

10. WARRANTY 

10.1. The Agreement shall not constitute a sale by description or sample.

10.2. The Seller warrants that it has the right to sell the Goods, but otherwise the Goods are provided on an "as-is" basis without warranty of any kind, express or implied, oral or written including, without limitation, any implied term as to quality, fitness for purpose or description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for any specific purpose intended by the Buyer.

10.3. Where the Goods have been manufactured by the Seller and are found under proper use (fair wear and tear excepted) to be defective, the Seller shall repair, or in its sole discretion, replace such defective Goods free of charge within 90 days from the date of delivery, subject to the following conditions: 10.3.1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

10.3.2. the defect being solely due to faulty design, materials or workmanship.

10.4. Any Goods to be so repaired or replaced shall be returned to the Seller at the Buyer’s expense.

10.5. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller shall be passed on to the Buyer to the extent that the Seller is able and subject to the Goods having been accepted and paid for by the Buyer.

10.6. The Seller shall be entitled in its absolute discretion to refund the price of defective Goods in the event that such price has already been paid.

11. INDEMNITY

11.1. The Buyer shall indemnify the Seller against all claims, costs and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of any of its obligations under the Agreement.

12.   LIMITATION OF LIABILITY 12.1. The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: 12.1.1. any breach of the Agreement;

12.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

12.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement

12.2. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of the Agreement, where such representations were made or given in relation to: 12.2.1. the correspondence of the Goods with any description;

12.2.2. the quality of the Goods; or

12.2.3. the fitness of the Goods for any purpose whatsoever.

12.3. No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of the Agreement where such term relates in any way to: 

12.3.1. the correspondence of the Goods with any description;

12.3.2. the quality of the Goods; or

12.3.3. the fitness of the Goods for any purpose whatsoever.

12.4. Save as expressly provided in the Agreement, all conditions, warranties and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Agreement.

12.5. The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price.

12.6. In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Agreement. This shall apply even where such a loss was reasonably foreseeable or the Seller had been made aware of the possibility of the Buyer incurring such a loss.

12.7. Nothing in the Agreement shall exclude or limit the Seller’s liability for death or personal injury resulting from the Seller’s negligence or that of its employees, agents or sub-contractors.

13. TERMINATION 

13.1. The Seller may, by written notice, terminate the Agreement immediately if the Buyer is in breach of any of the terms of the Agreement, which, if capable of remedy, is not remedied within 10 days of a notice served by the Seller requiring such breach to be remedied. Failure to pay any sums due is a breach of the terms of the Agreement which is not capable of remedy.

13.2. The Agreement shall be terminated if an order is made for bankruptcy of the Buyer or an effective resolution is passed for the winding-up of the Buyer or the Buyer makes a composition with creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Buyer.

13.3. The Agreement shall be terminated if either party ceases to carry on its business or substantially the whole of its business or where either party is declared insolvent.

13.4. Termination of the Agreement shall not affect any rights or obligations of the Parties arising prior to such termination.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. The specification and design of the Goods and all Intellectual Property Rights therein shall as between the Parties be the property of the Seller.  Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Buyer shall indemnify the Seller against all claims, costs, damages and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of such warranty. 

15. FORCE MAJEURE

15.1. The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.

16. ASSIGNMENT 

16.1. The Buyer shall not be entitled to assign an Agreement or any part of it without the prior written consent of the Seller.

16.2. The Seller may assign an Agreement or any part of it to any person, firm or company. 

17. WAIVER

17.1. The failure by either party to enforce, at any time or for any period, any one or more of the terms and conditions of the Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Agreement.

18. SEVERABILITY

18.1. If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

19. RIGHTS OF THIRD PARTIES

19.1. The Parties do not intend any part of the Agreement to be enforceable by any person not a party to it, by virtue of the Contracts (Rights of Third Parties) Act 1999.

20. GOVERNING LAW

20.1. The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction to hear all disputes arising in connection with the Agreement.

 

Terms and Conditions for Hire and Rental of Equipment

 

Contents

 
1.     Definitions
2.     Quotation
3.     Existence of Contract
4.     Prices
5.     Payment & Charges
6.     Delivery
7.     Risk, Delivery & Performance
8.     Claims Notification
9.     Scope of Contract
10.   Extent of Liability
11.   General
12.   Title
13.   Confidentiality
14.   Cancellation
15.   Force Majeure
16.   Law & Jurisdiction
17.   Notices
 

 
1. Definitions

 
In these conditions the following terms shall have the following meanings:

‘Company’ Transpac Europe (UK) Ltd 
‘Customer’ any legal person or body corporate who’s Order is accepted by the Company.
‘Contract’ any contract for the supply of Goods or Services by the Company to the Customer.
‘Goods’ any goods forming the subject of this contract including parts and components of or materials incorporated in them.
‘Continuous Authority’ ‘Recurring Transaction Authority’ is a consent given by the customer to authorise us to collect payment for specific charges as specified in article 5 (Charges and Payment)
‘Services’ any services forming the subject of this contract.

2. Quotation
a. Quotations by the Company unless otherwise stated in them shall be open for acceptance in 30 days of the date of the quotation.

3. Existence of Contract
a. No Contract shall come into existence until the Customer’s order (however given) is accepted by the earliest of; the Company’s written acceptance, delivery of the Goods or Services, or the Company’s invoice

b. These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer

c. No variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties
 
4. Prices
a. The Prices for the Goods or Services are ex-works and exclude packing, insurance and carriage, VAT, and other taxes or duties. Prices invoiced are calculated in respect of the quantity of Goods or Services actually delivered and hours of Services provided irrespective of the quantity in respect of which any quotation was issued.

b. The Company shall have the right to adjust its prices for any increase in the price of materials, parts, labour, and transport, changes in work of delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.

c. Price clauses shall take effect on the date of service on the customer of notice of the change.

5. Payment & Charges
All the charges applicable to the customers rental contract are set out below:
a. Payment Methods

- We do not accept cash

- The customer will be required to provide a valid credit or debit card, which is accepted by us and from which we can deduct the charges. Alternatively, subject to acceptance we may be able to offer a credit account with payment via invoice terms.

- Upon order placement the customer agrees to enter a recurring transaction authority agreement (continuous authority) to enable the collection of any further monies owed in line with the terms set out below.

- The customer agrees not to cancel their payment method whilst rental items remain outstanding without first contacting the company and providing an alternative payment method to enable the claim of further charges for which the customer is liable.

b. Pre Advised Rental Periods

i.          All costs are payable in pounds sterling before the start of the hire agreement period. Order placement constitutes authorisation to debit the customer’s credit card/debit card for the advised rental period, transport cost and consumable items as requested at the time of order.

ii.         The customer may obtain a VAT invoice for monies paid upon request, post delivery of their order; in addition a copy of the customers delivery and collection records are also available upon request.

c. Continuous Authority/Recurring Transaction Authority

i.          Order placement constitutes acceptance from the customer for us to establish a recurring transaction authority and collect from their account any due hire charges and other associated charges related to the rental contract (as outlined in 5 d. Additional Charges). The company agrees no such charges will be applied for without prior notice of the amounts and due dates being provided to the customer.

ii.         We reserve the right to amend these terms and conditions including the charges at any time but, were practicable, will use all reasonable endeavours to provide the customer with prior notification of any such amendments

iii.        The customer has the right to cancel the recurring transaction authority at any time by contacting the company; the company agrees they will action any such request immediately to ensure no more claims are originated after receipt.

- The company reserves the right to suspend, restrict, withdraw or terminate the recurring transaction authority at any time and will use all reasonable endeavours to provide the customer with notification if such an event occurs.
 d. Additional Charges

i.          Extended Rental Contracts. 

If the customer requires an extension of the pre advised rental contract period the company will communicate to the customer any associated cost and advise the intervals of payments required prior to any claims being made against the customer’s credit/debit card in line with the recurring transaction authority. 

ii.        Lost/Damaged Items. In the event of rental items becoming lost or damaged beyond serviceable condition, the company will contact the customer to advise of any associated charges and the date on which any such charges will be debited from the customers account.
Lost or Damaged Crate Charge Indicator:- TEC1R Personal Crate £17.95 each, TEC2R Medium Crate £13.99 each, TEC3R Standard Crate £15.99 each, TEA3R Unlidded Standard Crate £19.50 each, TEA6R Long Unlidded Crate £29.99 each, TEC6R Metre Lidded Crate £32.95 each, TE1R Server Crate £29.99 each, TE2R Computer Crate £32.95 each.

6. Delivery & Return
a. Unless otherwise and previously agreed in writing (on each occasion) between the Company and Customer, acceptance by the Customer of goods and/or services which have been ordered shall occur upon delivery, or attempted delivery, to the Customer.

b. If the Customer fails to take delivery during the specified time, the Company is entitled to consider the order cancelled and charge a re-stock fee, or if agreed in writing the Company may redeliver, but is entitled to charge a re-delivery fee.

c. Any date of delivery given by the Company to the Customer shall be an estimate date only and while the Company will endeavour to comply with such date the Company shall not be responsible for late delivery.

d. Without prejudice to the generality of the foregoing the Company shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Company.

e. Where the Seller offers goods for next working day delivery this is on the assumption that the goods are normally held in stock. If at any time a next day delivery order is placed by the Customer, but the goods are not available for whatever reason, the Company shall notify the Customer, and rearrange delivery and offer to dispatch on a next working day basis at the next available opportunity.

f. Orders received outside normal working hours Mon-Fri 09:00-17:00 will be processed on the next working day and for the purpose of delivery the date of processing will be regarded as the date of order.

g. At the expiry of the hire period it is the responsibility of the Customer (unless otherwise agreed) to return the Equipment to the Company’s depot between the hours of 9.30am and 5.30pm on any weekday and to obtain the Company’s signed receipt therefore. If the Company agrees in writing to collect the Equipment from the Customer’s premises, then any Equipment which is not available for collection at the agreed time must be returned by the Customer above and will be charged for until so returned. The cost of all deliveries and collection by the Company must be paid for by the Customer on demand, even if such deliveries or collections are abortive due to the acts or omissions of the Customer. In all cases Equipment will only be treated as having been returned when the Company has issued a signed receipt to the Customer.

7. Risk, Delivery and Performance
a. The Goods or Services are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent who ever pays its charges) at the Company’s premises or other delivery point agreed by the Company.

b. Risk in the Goods or Services passes when they are delivered to the Customer.

c. The Company may at its discretion deliver the Goods or Services by instalments in any sequence.

d. Where the Goods or Services are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods or Services previously delivered or undelivered Goods or Services.

e. The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods and Services ordered.

f. Any dates quoted by the Company for the delivery of the Goods or Services and performance of the Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery or performance dates.

g. If the Customer fails to take delivery of the Goods or Services or any part of them on the due date and to provide any instructions or documents required to enable the Goods or Services to be delivered on the due date, the Company may on giving written notice to the Customer store or arrange for the storage of the Goods or Services, and on the service of the notice risk in the Goods or Services shall pass to the customer, delivery of the Goods or Services shall be deemed to have been taken place, and the Customer shall pay to the Company all costs and expenses including storage and insurance changes arising from its failure.

h. The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

i. The company reserves the right to use other crate hire partners to deliver and service other branded products that equals the customer's order. The customer has a responsibility to return all hired products (i.e crates) regardless of branding or livery as if they were the companies branded own products. The customer has no additional claims or recourse on any other branded goods delivered other than that as if the products are the companies.

j. Any hire equipment delivered and signed for by the customer or customer's agent through an agent or distributor / supplier instructed by the company will be considered as the companie's own rental equipment and the customer is solely liable to the company for any monies owed with regards to hire, equipment loss or equipment damage.

 

8. Claims Notification

a. Any claim that any Goods or Services have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company in 7 days of their delivery.

b. Any alleged defect shall be notified by the Customer to the Company in 7 days of the delivery of the Goods or Services or in the case of any defect which is not reasonably apparent on inspection in 2 days of the defect coming to the Customer’s attention and in any event in the following periods; for Goods or Services manufactured by the Company 6 months from the date of delivery; for second hand Goods or Services no period is applicable unless otherwise specified in the Contract; and for Goods or Services not of the Company’s manufacture the warranty period given by the manufacturer.

c. Any claim under this condition must be in writing and must contain full details of the claim including the reference numbers of any allegedly defective Goods or Services.

d. The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company promptly return any Goods or Services the subject of any claim and any packing materials securely packed and paid to the Company for examination.

e. The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

 

9. Scope of Contract

Under no circumstances shall the Company have any liability of whatever kind for:

a. Any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Goods or Services or Goods or Services or neglect or from any instructions or materials provided by the Customer

b. Any Goods or Services which have been adjusted, modified or repaired except by the Company

c. The suitability of any Goods or Services for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company.

d. Any substitution by the Company of any materials or components not forming part of any specification of the Goods or services agreed in writing by the Company

e. Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods or Services and not to form part of the contract or to be treated as representations.

f. Any technical information, recommendations, statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made, or any variations in the quantities or dimension of any Goods or Services or changes of their specifications or substitution of any materials or components; if the variation or substitution does not materially affect the characteristics of the Goods or services, and the substituted materials or components are of a quality equal or superior to those originally specified.

 

10. Extent of Liability

a. The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any way of or in connection with the performance of or failure to perform the Contract except for death or personal injury resulting from the Company’s negligence, and expressly stated in these conditions.

b. If the Customer establishes that any Goods or Services have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar Goods or Services any Goods or services which are missing, lost or damaged or do not comply with their description, the Company shall either:

i. Replace the goods without further charge, or
ii. Accept the return of the goods and credit the Buyer with the price thereof, or
iii. Make the Buyer an allowance being the difference between the value of the goods at the time of the complaint by the Buyer and the invoice price.

c. If the Customer establishes that any Goods or Services are defective the Customer must return those Goods or Services forthwith, at its own cost, to the Company which will be repaired or replaced at the Company’s discretion and according to manufacturer’s warranty. If the Goods or Services can not be replaced or repaired within 3 months of the Company’s receipt thereof the Company may credit the Customer in part or in full at it’s own discretion.

d. If the Customer returns to the Company any Goods or Services for repair and some are found to be fault free then the Company may, at its own discretion, charge the Customer for its reasonable handling costs.
e. The delivery of any repaired or replacement Goods or Services shall be at the Company’s premises or other delivery point specified for the original Goods or Services.

f. Where the Company is liable in accordance with this condition in respect of only some or part of the Goods or Services the Contract shall remain in full force and effect in respect of the other or other parts of the Goods or Services and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods or Services.

g. No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustment’s, alterations to other work has been done to the Goods or Services by any person except the Company.

h. The Company shall not be liable where any Goods or Services the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such or lost or damaged Goods or Services will, if available, be supplied by the Company at the prices ruling at the date of despatch.

i. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods or Services.

j. The Company shall not be bound by any warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in these Terms and Conditions.

11. General

a. The Company may sub-contract the performance of this Contact in whole or in part.

b. The Customer shall not assign or (without first obtaining the Company’s written consent) sub-let these Terms and Conditions or the Contract in whole or in part and it shall be a condition of any such consent to any sub-letting of these Terms and Conditions or the Contract that the Customer shall:
ensure and be responsible for the compliance by any sub-contractor's with the terms of this contract;
include in the sub-contract provisions consistent with these conditions for the benefit of and enforceable by the Company; and furnish the Company with copies of any sub-contract upon the Company’s request at any time.

c. The Company shall have a lien Customer’s property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale and disposal the Company shall be discharged of any liability in respect of the Customer’s property.

d. The Company may at its discretion suspend or terminate the supply of any Goods or Services if the Customer fails to make any payment when and as due or otherwise defaults in any its obligations under this Contract or any other contract with the Company or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company shall be discharged of any liability in respect of the Customer’s property.

e. If the Goods or Services are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged that the design or specification infringes the rights of any third party.

f. Except for any which is expressly agreed to be included in the Goods and Services all tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all execution of any orders shall become the property of the Company.

12. Title

a. For the purpose of section 12 of the Sale of Goods or Services Act 1979 the Company shall transfer only such title or rights in respect of the Goods or Services as the Company has and if the Goods or Services are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Goods and Services.

b. Notwithstanding the earlier passing of risk title in the Goods or Services shall remain with the Company and shall not pass to the Customer until the amount due under the invoice (including interest and cost) has been paid in full.

c. Until title passes the Customer shall hold the Goods or Services 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.

d. The Company may at any time before title passes and without any liability to the Customer - repossess and dismantle and use or sell all or any of the Goods or Services and by doing so terminate the Customer’s right to use, sell or otherwise deal in them and (for that purpose or determining what if any Goods or Services are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.

e. Until title passes the entire proceeds of the sale of the Goods or Services shall be held in trust for the Customer and shall be held in a separate designed account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.

f. The Company may maintain an action for the price of any Goods or Services notwithstanding that title in them has not passed to the Customer.

 

13. Confidentiality

a. The Customer shall not at any time whether before or after the termination of this 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 method of carrying on business.

14. Cancellation

a. Orders for Goods or Services which have to be made especially for the Customer will be charged in full unless written notice of cancellation is received not later than 2 weeks before the expected delivery date quoted in the Company’s order acknowledgement and manufacture of them or any components for them has not commenced at the date of that notice.

15. Force Majeure

a. The Company shall not be liable for any act or omission arising which shall render performance of the Contract impossible or shall in any way have the effect of frustrating the common cause where such act or omission is beyond the control of either the Company or the Customer or was not reasonably foreseeable by them. Such acts or omissions shall have the effect of automatically terminating the contract.

16. Law and Jurisdiction

a. These Terms and Conditions shall in all respects be construed and interpreted in accordance with the Law of Contract in England and Wales notwithstanding the effect of the law of the European Union. Where the Company and the Customer have contracted to perform in England and Wales or Scotland the competent Court of Jurisdiction shall be the High Court of England and Wales. Where the Customer is resident in the European Union or EFTA, the Company may at its absolute discretion nominate the Court of the Customer’s member state to be the Court of competent jurisdiction under the Brussels Convention. Where the Customer is resident elsewhere the Company shall possess the absolute discretion as to the competent court or jurisdiction.

17. Notices

a. Any notice given under this Contract shall be in writing and may be served personally, by registered or recorded delivery mail, by telex or facsimile transmission, by any other means which any party specifies by notice to the other.
A notice shall be deemed to have been served:

i. if it was served in person, at the time service,
ii. if it was served by post, the day after the day after posting,
iii. if it was served by facsimile transmission, at the time transmission.