Conditions of Sale

1. GENERAL

The acceptance of our tender includes the acceptance of the following terms and conditions:

2. VALIDITY

Unless previously withdrawn, our tender is open for acceptance within the period stated therein or, when no period is so stated, within thirty days only after its date.

3. ACCEPTANCE

The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the order forthwith, otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance.

4. PACKING

Unless otherwise specified in our tender, packing in accordance with our standard practice is included.

5. LIMITS OF CONTRACT

Our tender includes only such goods, accessories and work as are specified therein.

6. DRAWINGS, ETC.

All specifications, drawings and particulars of weights and dimensions submitted with our tender are approximate only and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods and services described therein, and none of these shall form part of the contract.

7. INSPECTION AND TESTS

Our products are carefully inspected and, where practicable, submitted to our standard tests at our works before despatch. If tests other than those specified in our tender or tests in the presence of you or your representative are required, these will be charged for. In the event of any delay on your part in attending such test or in carrying out any inspection required by you after seven days notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.

8. PERFORMANCE

We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerances specified or agreed to by us. If the performance figures obtained on any test provided for in the contract are outside the acceptance limits specified therein, you will be entitled to reject the goods. Before you become entitled to reject the goods we are to be given reasonable time and opportunity to rectify their performance. If you become entitled to reject the goods, we will repay to you any sum paid by you to us on account of the contract price thereof up to the date of such rejection. You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose save in so far as your stipulations are in accordance with our advice.

9. DELIVERY PERIOD

Any times or periods quoted for despatch are to date from receipt by us of a written order to proceed and of all necessary information and drawings to enable us to put the work in hand. All such times and periods are to be treated as estimates only not involving us in any liability for failure to despatch within such time or period. In all cases, whether a time or period for despatch be quoted or not the time or period for despatch shall be extended by a reasonable period if delay in despatch is caused by instructions or lack of instructions from you, or by industrial dispute, or by any cause whatsoever beyond our reasonable control.

10. VARIATIONS

In the event of variation or suspension of work by your instructions or lack of instructions the contract price shall be adjusted accordingly.

11. DELIVERY

Unless otherwise specified in our tender, the price quoted excludes delivery.

12. TERMS OF PAYMENT

The terms of payment are end of month following invoice unless otherwise stated on our tender/invoice.

13. STORAGE

If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after notification that the goods have been tested under Clause 7 or that they are ready for despatch, you shall take delivery or arrange for storage. If you do not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage be payable by you.

14. DEFECTS AFTER DELIVERY

We will make good, by repair or at our option by the supply of a replacement, defects which, under proper use, appear in the goods within a period of twelve calendar months, after the goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by you for which we have disclaimed responsibility in writing), materials or workmanship: Provided always that defective parts have been returned to us if we shall have so required. Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in goods delivery or for any injury (other than personal injury caused by our negligence as defined in Section 1 of the Unfair Contract Terms Act, 1977),damage or loss resulting from such defects or from any work done in connection therewith.

15. PATENTS

We will indemnify you against any claim of Infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of the Contract) by the use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any such action. Provided always that this Indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. And provided also that this indemnity is conditional on your giving to us the earliest possible notice in writing of any claim being made or action threatened or brought against you and on your permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. You on your part warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark, or Copyright in the execution of your order.

16. LIABILITY FOR ACCIDENTS AND DAMAGE

If we, our agents or sub-contractors are on site for the purpose of the contract then, notwithstanding the provisions of Clause 14, we will indemnify you against direct damage or injury to your property or persons or that of others occurring while we are working on site to the extent caused by the negligence of ourselves, our sub-contractors or agents, but not otherwise, by making such damage to property or compensation personal injury. Provided that (a) our total liability for damage to your property (including damage caused by our breach of contract, tort or breach of statutory duty) shall not exceed £100,000 (United Kingdom currency) or the contract price, whichever is the greater, and (b) we shall not be liable to you for any loss of profit or of contracts or, save as aforesaid, for any loss, damage or injury of any kind whatsoever and whether caused by our breach of contract, tort, breach of statutory duty or otherwise howsoever. Save as provided in clause 14 we shall not be liable for any damage or injury occurring after our completion of work on site.

17. ARBITRATION

If at any time any question, dispute, or difference whatsoever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give to the other notice in writing of the existence of such question, dispute, or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon, of failing agreement within thirty days of the receipt of such notice, of some person appointed by the President for the time being of the Institution of Electrical Engineers.

18. LEGAL CONSTRUCTION

Unless otherwise agreed in writing the contract shall in all respects be construed and operate as an English contract and in conformity with English Law and the English courts shall have exclusive jurisdiction over any matter arising out of the provisions of Clause 17 (Arbitration).

19. STATUTORY AND OTHER REGULATIONS

If the cost to us of performing our obligations under the contract shall be increased or reduced by reason of the making or amendment after the date of tender of any law or of any order, regulation, or bye-law having the force of law that shall affect the performance of our obligations under the contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.