| 1. |
Definitions. In these conditions, unless the context requires otherwise: |
| 1.1. |
‘Buyer’ means the person who buys or agrees to buy the goods from the Seller; |
| 1.2. |
‘Conditions’ means the terms and conditions of the sale set out in this document and any special terms and conditions agreed in writing by the Seller; |
| 1.3. |
‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered; |
| 1.4. |
‘Goods’ means the articles which the Buyer agrees to buy from the Seller; |
| 1.5. |
‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT; and |
| 1.6. |
‘Seller’ means Purite Limited (Company Number 01464412) of Bandet Way, Thame, Oxfordshire OX9 3SJ United Kingdom; and |
| 1.7. |
‘Seller’s Official Literature’ means such literature that is from time to time made available by the Seller but subject to any changes made at their discretion |
| 2. |
Conditions applicable |
| 2.1. |
Subject to clause 11, these Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. |
| 2.2. |
All orders for Goods are deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions. |
| 2.3. |
Acceptance of delivery of the Goods is deemed conclusive evidence of the Buyer’s acceptance of these conditions. |
| 2.4. |
Any variation to these Conditions (including any special terms and conditions agreed between the parties) is inapplicable unless agreed in writing by the Seller. |
| 3. |
Price and Payment |
| 3.1. |
The Price is the Seller’s quoted price. The Price is exclusive of VAT, which is due at the rate ruling on the date of the Seller’s invoice. |
| 3.2. |
Payment of the Price and VAT is due in full and without any set-off within 30 days of the date of the invoice. Time for payment is of the essence. |
| 3.3. |
Notwithstanding the provisions of Condition 3.2 the Seller may by written notice require the Buyer to pay for the Goods at any time. |
| 3.4. |
The Seller is a Company registered under s.714 of the Companies Act 1985 and payment may not be delayed because of the Buyer's failure to obtain all necessary details concerning to location, whereabouts of address for service. |
| 3.5. |
Interest on overdue invoices accrues from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Alliance & Leicester Bank PLC’s base rate from time to time in force and does so at such a rate after as well as before any judgment. |
| 4. |
The Goods |
| 4.1. |
The quantity and description of the Goods are as set out in the Seller’s quotation or as detailed on any quotation paperwork supplied by the Seller prior to the date of the agreement. |
| 4.2. |
All Goods are offered for sale subject to the availability of stocks. |
| 4.3. |
The contract is not a sale by sample. |
| 5. |
Warranties and liability |
| 5.1. |
Subject to the provision of clause 5.2, the Seller: |
| 5.1.1. |
warrants that the Goods supplied will at the time of delivery be within the stated tolerance levels set out in the standard specifications contained in the Seller’s Official Literature relating to the Goods current at the date of order; and |
| 5.1.2. |
warrants the Goods against defects arising from faulty materials or workmanship for a period of 12 months from the date of delivery, unless otherwise agreed in writing. |
| 5.2. |
The provision of any warranty is conditional on the equipment being serviced and maintained in line with the recommendations of the Seller or manufacturer. |
| 5.3. |
If the Buyer gives written notice to the Seller of the purpose for which the Buyer requires the Goods and the Seller so agrees in writing, the Seller warrants that the goods will be reasonably fit for that purpose. |
| 5.4. |
All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statue or common law or otherwise are excluded to the fullest extent permitted by law. |
| 5.5. |
The Seller shall be under no liability whatever to the Buyer for any indirect and/or consequential loss and/or expense (including but not limited to loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract nor any other loss of the Buyer rising from the use and/or positioning of the Goods after delivery has been made by the Seller. |
| 5.6. |
In the event of any breach of this contract by the Seller howsoever caused the remedies of the Buyer shall in all instances be limited to damages. Under no circumstances and with no exceptions is the liability of the Seller to exceed the Price of the Goods which are the subject of the specific order to which the alleged loss relates. |
| 5.7. |
If the Buyer cancels the contract or declines to accept the Goods in breach of this contract the Buyer shall pay to the Seller as and by way of agreed liquidated damages: |
| 5.7.1. |
an amount determined by the Seller to cover the handling, administrative and other costs incurred on the contract up to the date of cancellation; and |
| 5.7.2. |
the cost to the Seller of any equipment or materials specifically made, purchased or adapted by the Seller in fulfilment of the contract; and |
| 5.7.3. |
any cancellation charges imposed on the Seller by manufacturers, suppliers or sub-contractors in relation to the contracts; and |
| 5.7.4. |
an amount equal to the loss of profits suffered by the Seller on the contract up to the date of cancellation. |
| 6. |
Delivery of the Goods |
| 6.1. |
Delivery of the Goods is to be made to the Buyer’s address on the Delivery Date unless agreed otherwise between the parties prior to the date of delivery. |
| 6.2. |
The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. |
| 6.3. |
The Buyer must make all arrangements to take delivery of the Goods whenever they are tendered for delivery. |
| 6.4. |
The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. |
| 6.5. |
Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided the delivery shall be tendered at any time within 3 months of the Delivery Date. |
| 6.6. |
The Buyer must inspect the Goods on delivery and within 14 days of delivery notify the Seller in writing of any alleged defect, shortage in quantity, damage or failure to comply with description. |
| 6.7. |
If the Buyer notifies the Seller of any defect or otherwise as detailed in clause 6.6 above then the Buyer must, before any use is made of them, afford the Seller a period of 14 days from such notification to inspect the Goods to assess the Buyers allegation. |
| 6.8. |
If the Buyer fails to comply with these provisions the Goods are conclusively presumed to be in accordance with the contract and free from any defect or damage that would be apparent on reasonable examination of the Goods, and the Buyer is deemed to have accepted the Goods. |
| 6.9. |
The Buyer must notify the Seller of any non-delivery of Goods within 10 days of the date of dispatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any such notice a clear signature on a carrier's delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated on the advice sheet. |
| 7. |
Title and risk |
| 7.1. |
The Goods are at the Buyer's risk as from delivery. |
| 7.2. |
In spite of delivery having been made property in the Goods does not pass from the Seller until: |
| 7.2.1. |
the Buyer has paid the Price plus VAT in full; and |
| 7.2.2. |
no other sums whatever are due from the Buyer to the Seller. |
| 7.3. |
Until property in the Goods passes to the Buyer in accordance with clause 7.2 the Buyer must hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer must store the Goods (at no cost to the Seller) separately from or the goods in his possession and marked in such a way that they are clearly identified as the Seller's property. |
| 7.4. |
Notwithstanding that the Goods (or any of them) remain the property of the Seller, any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods must be held in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money. |
| 7.5. |
The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller. |
| 7.6. |
Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as shall not have ceased to be in existence or resolve 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 whether Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 7.4 ceases. |
| 7.7. |
The Buyer must not in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so, all sums whatever owing by the Buyer to the Seller forthwith become due and payable. |
| 7.8. |
The Buyer must insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date the property in the Goods passes from the Seller, and must whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller forthwith become due and payable. |
| 8. |
Return of Goods
|
| 8.1. |
The Buyer must package to the Seller’s specification and pay the cost of carriage of any Goods returned to the Seller. |
| 9. |
Buyer's materials |
| 9.1. |
The Seller accepts no responsibility for the fitness of any equipment or materials supplied, or expressly specified, by the Buyer. |
| 10. |
Remedies of Buyer |
| 10.1. |
Where the Buyer rejects any Goods then the Buyer has no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale. |
| 10.2. |
Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller has no liability whatever to the Buyer in respect of those Goods. |
| 10.3. |
The Seller is not liable to the Buyer for late delivery or short delivery of the Goods. |
| 11. |
Projects |
| 11.1. |
A contract for the supply of equipment and/or services which are not specified in the Seller's standard literature is defined as a Project and the provisions of this clause 11 shall apply. |
| 11.2. |
No contract for a Project is binding on the Seller until the Seller has sent a written acceptance to the Buyer. |
| 11.3. |
The Seller will supply only such equipment and service as well as specified in its tender. |
| 11.4. |
The Seller may without further reference to the Buyer make such minor alterations to the design of equipment as it shall in its absolute discretion consider to be an improvement. If any material or product required for the Project is unavailable for reasons outside the Seller's control, the Seller has the right to substitute other materials or products to the same or a similar standard. |
| 11.5. |
Unless otherwise agreed in writing the Seller will send an invoice for the Price of a Project at the time of delivery. |
| 11.6. |
The Seller's installation engineers and tradesmen will carry out the installation of a Project on the Buyer's prepared foundations. |
| 11.7. |
The price for a Project is, unless otherwise stated by the Seller, based on the following assumptions: |
| 11.7.1. |
that any additional and/or overtime work will be charged at the rate prevailing at that time the work was carried out; |
| 11.7.2. |
that there will be no delay due to causes outside the Seller's control and that installation can be completed in one continuous visit to the site; |
| 11.7.3. |
that there is clear access to the site for offloading and lifting into position and that the Buyer will provide electric power for welding and hand tools free of charge from adjacent power socket outlets; |
| 11.7.4. |
that the Buyer will provide water for pressure testing free of charge at the inlet of the equipment and at a rate sufficient for pressure testing and that adequate drainage facilities are available for draining down after pressure testing. |
| 11.7.5. |
that no bonus payments, enhanced rates, condition money or side agreements are in force on site and should the Seller incur such costs, these will be chargeable as an extra at cost plus 10%; |
| 11.7.6. |
that no time will be lost through strikes or risks outside the Seller's control and that no personnel employed by the Seller will be required to carry out work outside the terminal points of this contract; |
| 11.7.7. |
that all requests for special information will be made at least 14 days prior to the planned site work; |
| 11.7.8. |
that all services will terminate within one metre of the equipment or agreed location. |
| 11.8. |
The Seller will commission the plant. |
| 11.9. |
The Seller's price for doing so is based on the following assumptions: |
| 11.9.1. |
That commissioning can be completed in one continuous visit to site; |
| 11.9.2. |
That water, chemicals, electric power and any other necessary consumables and services (including effluent disposal), for commissioning will be provided by the Buyer free of charge and will be available on demand; |
| 11.9.3. |
That the Buyer's staff will be available during the commissioning period and demonstration and, if it is part of the Project, for plant operation; |
| 11.10. |
The plant is deemed commissioned and handed over when automatic operations have been demonstrated and treated water quality is satisfactory under the prevailing conditions of feed water supply and handing over will not be delayed because of the non-availability of feed water or the Buyer's inability to accept treated water. |
| 11.11. |
The Seller will supply one complete set of operating manuals and drawings in its standard content and format and any additional copies or special format requirements will be charged as an extra. |
| 11.12. |
Unless otherwise stated by the Seller in writing the following are not included in a Project contract: |
| 11.12.1. |
any building and civil engineering works including, foundations, bunds, drainage channels, buildings, cutting away making good existing structures, access roads and site clearance and reinstatement; |
| 11.12.2. |
any space heating and lighting; |
| 11.12.3. |
any electrical trace heating, lighting and cladding; |
| 11.12.4. |
any air compressors and associated equipment and pipe work up to the control panel or solenoid
valve boxes in the Seller's supply; |
| 11.12.5. |
any drainage trenches, sewers, effluent sumps and drainage pipe work; |
| 11.12.6. |
any bulk chemical storage facilities; |
| 11.12.7. |
all chemicals, fuel, electricity, compressed air, water and other consumables including any such required for commissioning; |
| 11.12.8. |
all electrical power cabling and switch gear including motor starters; |
| 11.12.9. |
offloading, lifting into position, storage on site and transport to and from the storage area; |
| 11.12.10. |
breaking into water, electricity, compressed air, drains and other services; |
| 11.12.11. |
effluent treatment and disposal. |
| 11.12.12. |
bunding and containment of the area surrounding the Seller’s equipment. |
| 11.13. |
Copyright in all drawings and design information remains the property of the Seller and may not be copied, reproduced or disclosed to any third party without the Seller's written consent. Dimensions, weights and similar details given in such drawings and documents are approximate only unless certified by the Seller. |
| 11.14. |
The Buyer undertakes; |
| 11.14.1. |
to use its best endeavours to provide a safe site for the carrying out of the project that is suitable for the project and that is free from all relevant environmental risks to persons attending the site at all stages during the project; and |
| 11.14.2. |
prior to the commencement of the project to issue the Seller with a permit to work and/or such other authorisation, consent or certificate reasonably required by the Seller to enable them to adequately perform their obligations |
| 12. |
Force majeure |
| 12.1. |
Save for the Buyer's obligation of payment under clause 3 neither party shall be liable for any default due to any act of God, war, civil commotion, malicious damage, strike, lock-out, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation direction or other circumstances be on the reasonable control of either party (' Force Majeure Event'). |
| 12.2. |
Each party shall give notice forthwith to the other upon becoming aware of for a Force Majeure Event, the
notice to specify details of the circumstances giving rise to the Force Majeure Event. |
| 13. |
Proper law of contract |
| 13.1. |
This contract is subject to the law of England and Wales. |
| 13.2. |
If any dispute or difference arises between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators. |
