Precision Pneumatics

STANDARD CONDITIONS OF CONTRACT

1. Introduction and General

These conditions shall form part of every contract of sale entered into by Wearside Pneumatics Ltd., and any purported variation or exclusion (whether contained in any document of the buyer or otherwise) shall be of nor effect unless accepted in writing by Wearside Pneumatics.  These conditions do not relate to any erection or setting to work of machinery that Wearside Pneumatics Ltd., may agree to undertake.
Subject as aforesaid Wearside Pneumatics Ltd., would be willing to consider any amendment which the buyer wishes to make to these conditions provided that the buyer is willing at it’s own expense to effect insurance in Wearside Pneumatics’ name and to Wearside Pneumatics’ reasonable satisfaction against every liability which Wearside Pneumatics thereby assumes.

1. Validity and Acceptance
2. An order whether or not based upon a quotation shall not be binding on Wearside Pneumatics unless accepted by it in writing.
3. Any representations or warranties made or given by anyone on Wearside Pneumatics’ behalf prior to its acceptance of an order and not contained in Wearside Pneumatics written quotation or order acknowledgement are hereby expressly excluded.
4. With prejudice to the provisions of clause 6 of these conditions, Wearside Pneumatics may alter the price if insufficient information is provided by the buyer to enable Wearside Pneumatics to proceed immediately with the order.
5. Specifications

Wearside Pneumatics will take every precaution to ensure the accuracy of dimensions and weights shown in despatch notes or shipping documents.  However, all drawings, descriptive matters, weights, dimensions and shipping specifications supplied by Wearside Pneumatics and all descriptions and illustrations contained in Wearside Pneumatics’ catalogues, price lists and advertising matters are by way of general description, are approximate only, and in no way are binding on Wearside Pneumatics.  Wearside Pneumatics will supply a set of certified outline drawings after conclusion of the contact and on request of the buyer if separately contracted so to do.

1. Tests

Wearside Pneumatics products are carefully inspected, and where practicable, submitted to Wearside Pneumatics standard tests at Precision Pneumatic works before despatch.  If a special test in the presence of the buyer or his representative is required, this will be charged for, and in the event of the buyer failing to attend such test within seven days of the despatch by Wearside Pneumatics of a notice informing him that the test is ready for performance, the test will proceed in the buyers absence. Unless otherwise agreed all tests will be carried out at Wearside Pneumatics works.

1. Performance

Performances figures are based on Wearside Pneumatics’ experience and are such as Wearside Pneumatics would expect to obtain on test.  Wearside Pneumatics will only accept liability for failure to achieve such performance figures if:-

1. Wearside Pneumatics has guaranteed such performance figures subject to specified margins to be called “tolerances” and
2. Should the goods failure to fulfil the terms of such guarantee as to performance, Wearside Pneumatics is allowed a reasonable time within which to comply with the terms of the guarantee and
3. At the time that such guarantee is given, Wearside Pneumatics and the buyer agree upon a payment to be made by way of liquidated damages to the buyer by Wearside Pneumatics in the event of the performance figures subject to the minimum of such performance figures subject to the minimum of such tolerances not being achieved with the reasonable time referred to above

In the event of Wearside Pneumatics falling within such reasonable time to achieve such performance figures subject to the tolerances, the buyer may cancel this contract by notice in writing to Wearside Pneumatics in this event Wearside Pneumatics shall have no liability whatsoever to the buyer save for payment of the liquidated damages agreed in accordance with the provisions of this clause and for the return of any payment made by the buyer for the goods the subject of the said performance figures.

1. Prices and Payments
2. Wearside Pneumatics will arrange transport for all items classified as spare parts within the UK, except where a specific mode of transport is requested by the Customer.  Carriage costs will be charged in accordance with the terms of the quotation or freight policy as advised from time to time.
3. Save for such produce ranges as Wearside Pneumatics may determine, the prices of machines sold by Wearside Pneumatics and transported to a destination within the United Kingdom will be exclusive of carriage charges, and carriage from Wearside Pneumatics’ warehouse will be charged extra.
4. Prices quoted in respect of export orders are exclusive of carriage and packing, which will be charged extra.
5. In any case in which special packing is required, Wearside Pneumatics will make an extra charge.
6. Where an order is placed and accepted for goods differing in size, quality, and quantity or in any other way from the goods specified in Wearside Pneumatics' quotation, an additional charge may be made.
7. All prices quoted by Wearside Pneumatics are those applicable at the date of receipt of order and not at the date of despatch.  All prices are subject to revision at any time and Wearside Pneumatics reserves the right provided that notice in writing is given to the buyer to charge such revised prices for goods remaining to be dispatched.
8. Unless otherwise agreed in writing prices quoted are strictly net and payment for deliveries shall be made within 30 days from the date of invoice unless otherwise agreed by Wearside Pneumatics in writing.

                          Wearside Pneumatics shall have the right to render an invoice for the full price of the goods or any part thereof at such time or times as Wearside Pneumatics shall in its absolute discretion
                          determine.

1. In the event of any delay of payment Wearside Pneumatics shall be entitled to charge interest on any outstanding balance at the rate of 2% per calendar month or part thereof and during such period of default and at any other time when the buyer shall be in breach of the terms of this contract or Wearside Pneumatics shall have reasonable grounds for doubting that payment will be made on the due date, Wearside Pneumatics shall be entitled to withhold deliveries without prejudice to its right to payment for goods delivered and for work undertaken and expenses incurred in connection with undelivered goods which shall become immediately due and payable on demand.
2. Substitution

In the event of a shortage of raw materials or component parts specified in the contract for use in the production of goods, Wearside Pneumatics shall be entitled to substitute such other materials as it shall consider reasonably fit for such purpose.

1. Despatch

Time for despatch shall be calculated from the date of receipt by Wearside Pneumatics of notice by letter, telegram or telex to proceed accompanied by all such information and drawings as shall be necessary to enable Wearside Pneumatics to begin work.  Wearside Pneumatics shall be entitled to require the buyer to serve such notice to proceed.  Wearside Pneumatics shall be entitled to require the buyer to serve such notice to proceed.  Wearside Pneumatics will use it’s best endeavor to despatch within the time stated or by an agreed delivery date (whichever is applicable) but Wearside Pneumatics shall be in no way liable for late despatch unless Wearside Pneumatics has given a guarantee which contains an agreed payment by way of liquidated damages for later despatch.  In the event of late despatch Wearside Pneumatics shall have no liability except for the payment of such liquidated damages, and delay in despatch shall in no case entitle the buyer to cancel the order unless such cancellation is agreed by Wearside Pneumatics in writing.

1. Title and Risk
2. Title to the goods shall remain in Wearside Pneumatics until payment in full is made by the buyer
3. Sub-condition (a) of this clause shall not prevent the buyer from embodying the goods in any produce or from selling the goods or any product embodying the goods but, in such event (to the extent of the buyer’s indebtedness to Wearside Pneumatics in respect of the goods) the buyer shall:-
4. Hold the proceeds of sale or the right to receive the same on trust for Wearside Pneumatics; and

             (ii)       Place the proceeds of sale in a separate account of the buyer.    In such a way as to be identifiable as in the beneficial ownership of Wearside Pneumatics; and
             (iii)        At Wearside Pneumatics request, assign the right to receive the proceeds of sale to Wearside Pneumatics.

1. In the event of the buyer suffering any distress or execution to be levied against him or entering into liquidation otherwise than for the purposes of amalgamation or reconstruction or having a receiver appointed of the woe or any part of its   assets.  Wearside Pneumatics without prejudge to its other rights under these conditions shall be entitled to enter upon any land or premises where the goods or any product embodying the goods may be for the time being, to detach the goods if so embodied and to recover possession of them.
2. The risk in the goods shall pass to the buyer on delivery.
3. Delivery
4. Delivery shall take place:-
5. In the case of goods transported in a vehicle in Wearside Pneumatics’ ownership or possession to the buyer’s premises or to another place nominated by the buyer when the goods are unloaded at such premises or other place.

             (ii)         In any other case when the goods are loaded at Wearside Pneumatics’ premises on to the vehicle collecting them.

1. Upon Wearside Pneumatics notifying the buyer that the goods are ready for delivery or tendering delivery of the goods, the buyer shall agree to accept delivery of the goods forthwith.  If the   buyer shall fail to give proper delivery instructions or to accept delivery as aforesaid the buyer shall be liable for all costs incurred by Wearside Pneumatics as a result of such failure which shall become immediately due and payable on demand but such liability shall not affect the buyer’s obligation to purchase the goods or the right of Wearside Pneumatics to damages for breach of such obligation.
2. In the event that the goods are transported at a time and place agreed with the bury but no representative of the buyer is present when the goods are so transported Wearside Pneumatics reserve the right to deposit such goods at the specified place and Wearside Pneumatics shall have no liability in respect of loss or damage resulting there from.
3. Storage

Without prejudice to its other remedies hereunder should Wearside Pneumatics not receive forwarding instructions from the buyer sufficient to enable Wearside Pneumatics to despatch the goods within 5 days from the date of notification by Wearside Pneumatics that the goods are ready for despatch, Wearside Pneumatics shall charge the buyer for storage.  Such charge will be at such rate as Wearside Pneumatics may determine from time to time being not less that £1 (one pound) per ton or 40 cubic feet whichever be the lesser per week or part of a week subject to minimum of £1 per week.  Insurance against fire will be charged extra.  The storage charge will be payable until the goods are despatch and it shall in now way affect the buyer’s obligation to pay for the goods on the due date.

1. Damage in Transit
2. Wearside Pneumatics shall have no liability in respect of goods lost or damaged in transit unless the price stated includes transportation by Wearside Pneumatics and:-

             (i)         In the case of a whole consignment failing to arrive the buyer gives notice thereof in writing to Wearside Pneumatics within 14 days of the date fixed for despatch.
In any other case the buyer gives notice thereof in writing to Wearside Pneumatics within 7 days of receipt of the goods PROVIDED THAT if prior to delivery Wearside Pneumatics shall be informed by the buyer in writing that the buyer will be unable to inspect the goods for a period not exceeding one month after delivery this sub-clause shall be construed as if the words “one month” were substituted for the words “7 days”.

1. Wearside Pneumatics liability in respect of goods lost or damaged in transit shall be limited to repairing or replacing such goods.
2. Returns

Returns of goods not suffering from defects will only be accepted by Wearside Pneumatics from the buyer with the prior agreement of Wearside Pneumatics in writing.  All items which are accepted as returns will be subject to a handling charge, and must be forwarded to Wearside Pneumatics’ head office in Hemel Hempstead at the buyer’s expense.

1. Samples

Any samples submitted to the buyer by Wearside Pneumatics must be returned to Wearside Pneumatics’ works carriage paid within one calendar month of receipt failing which the buyer shall be liable to pay for them.

1. Scope of the Contract and suitability of the goods
2. Only such goods as are specified in Wearside Pneumatics order acknowledgement are included within the scope of this contract.  Wearside Pneumatics will not be obliged to alter the performance and/or features of the goods following conclusion of the contract unless at its absolute discretion it agrees in writing to do so subject to the payment by the buyer of an extra charge.
3. The buyer shall be responsible for ascertaining whether the capacity and performance of the goods are sufficient and suitable for the buyer’s purpose.
4. Guarantee and Exclusion of Liability
5. Subject as hereinafter provided.  In the case of goods manufactured by Wearside Pneumatics, Wearside Pneumatics will accept liability for a period of 12 months from the date of delivery to make good any defects developing under proper use of the goods due to faulty materials or bad workmanship provided that:-
6. The buyer has followed Wearside Pneumatics instructions as to cleaning, lubrication and operation.
7.  (ii)       In the case of defects which would have been apparent to the buyer on reasonable examination of the goods on delivery the buyer notifies Wearside Pneumatics of the defects in writing 

                          within ten days of the date of delivery.
             (iii)        In the case of any other defects the buyer notifies Wearside Pneumatics of the defects in writing within ten days of the date when the defects became apparent.
             (iv)        Unless otherwise agreed the defective goods are promptly returned carriage paid.
                          Repaired or new parts will be transported free ex-works, and will carry a six month guarantee period PROVIDED THAT engineer’s services and expenses, where needed will be charged for     
                          at Wearside Pneumatics standard rates.

1. Subject as hereinafter provided, in the case of goods not manufactured by Wearside Pneumatics, Wearside Pneumatics will use its best endeavor to secure for the benefit of the buyer any warranty assurance or guarantee that may be given by the manufacturer of the goods.
2. Wearside Pneumatics shall in no circumstances be liable for damaged by fair wear and tear or for damage due to negligent or improper handling of the goods by the buyer, his employees or his agents, or for cases in which damage is due to any cause beyond Wearside Pneumatics’ control or for cases in which repairs or alternations have been carried out by the buyer without Wearside Pneumatics’ prior knowledge and control.
3. Wearside Pneumatics shall not be liable for consequential loss or damage and shall have no other or further liability in respect of the goods or any defects therein and all conditions and warranties whether express or implied by law as to the quality of the goods or their fitness for a particular purpose or as to the design, workmanship and manufacture thereof and the materials used therein or as to the validity of patents or licence's or otherwise in any way are expressly excluded except to the extend that in this paragraph may be held not to satisfy any requirement of reasonableness imposed by the Unfair Contract Terms Act 1997 or any statutory modification or re-enactment thereof.
4. Wearside Pneumatics shall have not liability for any information or advice given in connection with the supply of goods.
5. Except to the extend that this paragraph may be held not to satisfy any requirement of reasonableness imposed by, or other provisions of, the Unfair Contract Terms Act 1977 or any statutory modification or a re-enactment thereof.  Wearside Pneumatics shall not be responsible for any injury damage or loss caused directly or indirectly by the goods whether as a result of their operation or use or otherwise and whether as a result of any defect therein or others, and the buyer shall indemnify Wearside Pneumatics against any claim arising from any such injury, damage or loss.
6. Value Added Tax

The price quoted does not include Value Added Tax , extra will be charged if applicable.

1. Arbitration

Any dispute between the parties hereto shall be determined in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof by a single arbitrator to be agreed upon between the parties or failing agreement to be appointed by the President for the time being of the Institution of Mechanical Engineers.

1. Force Majeure

Notwithstanding the provisions of any other term of this contract neither party shall be regarded by the other as in breach thereof to the extent that such party is prevented from or hindered in fulfilling his or its obligations hereunder by any circumstances outside his or its reasonable control (including strikes or lockouts whether in the United Kingdom or abroad) provided that such party shall have given written notice to the other party of such circumstances within a reasonable time after learning of them.  If any circumstances the subject of any such notice shall either alone or in aggregate with the circumstances of any other such notice continue for a period exceeding three calendar months to prevent or hinder the performance of this contract by either party then the other party may be written notice to the other terminate this contract with regard to any unperformed portion thereof.

1. Conditions

These conditions supersede all previously issued conditions of sale.

1. Legal Construction

The contract shall in all respects be governed by and construed in accordance with English Law.