STANDARD TERMS AND CONDITIONS OF SALE

Standard conditions of sale for deliveries worldwide effective on all orders accepted by TR Machinery Ltd (henceforth referred to as the ‘Seller’)

Formation of Contract
All contracts for the sale of goods or sale of workshop services by the Seller, however formed, incorporate these Conditions. Any term or condition in the Buyer’s order or other documentation, which is inconsistent with these Conditions shall be of no effect.

Prices and Specifications
The Seller reserves the right to alter any prices or the specifications, types or models of Products at any time and all Products are sold subject to prices and conditions ruling at the time of delivery. The acceptance of an order by the Seller shall not be construed as an acceptance of such an order at any particular price. Notice of any alteration in prices, specifications, types or models of Products made after the acceptance of the order will be given to the Buyer who may within fourteen (14) days from the date of such notice cancel the order by written notice to the Seller.

Time of Delivery
Dates, or periods for delivery, or completion (henceforth referred to as completion) of workshop services are approximate, are given for information only and shall under no circumstances be essential terms. A delay in delivery or completion, including delivery later than the date or dates provided in the Contract Documents, shall not entitle the Buyer to avoid the contract or to any other remedy, unless the Seller has guaranteed the date of delivery in a warranty set out in the Contract Documents that expressly modifies this Condition.

Force Majeure
The Seller shall not be liable to the Purchaser for any loss or damage, which may be suffered by the Purchaser as a direct or indirect result of the supply of goods or completion being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure Circumstances. In this Condition ‘Force Majeure Circumstances’ shall mean any act of God, riot, strike, lock out, trade dispute or labour disturbance, acts, orders or regulations of Governments, accident, break down of plant or machinery, fire, flood difficulty or increased expense in obtaining workmen, materials or transport, delay on the part of a supplier, or other circumstances whatsoever outside the reasonable control of the Seller.

Cancellation of Delivery
If delivery of any goods is likely to be delayed by reason of any of the causes or events referred to in the Force Majeure Condition and:
a. the seller shall not have taken delivery;
b. the delay is so long the Buyer will need to acquire substitute goods from a source        other than the Seller;
c. the Buyer shows to the reasonable satisfaction of the Seller that the Buyer’s operations is likely to be seriously affected by the likely delay in delivery of the goods; then the Seller shall at the request of the Buyer agree to cancellation of the delivery of those goods. Cancellation can only be agreed to by the Seller and on condition that all cancellation costs and expenses including restocking charges incurred by the Seller up to the time of cancellation and all losses of profit and other loss or damage resulting to the Seller by reason of such cancellation will be reimbursed by the Buyer to the Seller without reservation.

Delivery
Delivery dates mentioned are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Purchaser in respect of the failure to deliver on any particular date or dates. If the Purchaser refuses to take delivery of the goods tendered in accordance with the Contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at risk of the Purchaser any goods, which the Purchaser refuses, or fails to take delivery and the Purchaser shall in addition to the price pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. Refusal by the Purchaser to take delivery will relieve the Seller from the obligation to make further deliveries without prejudice to the Seller’s right to recover damages for such refusal. The Seller shall be entitled after the expiration of 28 days from the date on which the price became payable to dispose of the goods in such a manner as it may determine.

Warranties
Unless the parties have expressly agreed in the Contract Documents to modify this Condition then, notwithstanding the provisions of Specifications and Standards above, any condition, warranty, statement or undertaking as to the quality of the goods or their fitness or suitability for any purpose however or whenever expressed or which may be implied by statute, custom of trade or otherwise, is hereby excluded, except to the extent such exclusion is prevented by law. Without prejudice to the foregoing, no statement or undertaking contained in any national Standard, National Edition of a European Standard, ISO Standard, or other Standard or technical specification as to the suitability of the goods for any purpose shall give rise to any legal liability of the Seller, except to the extent such exclusion is prevented by law. The Buyer shall satisfy itself that the goods are suitable for any product or application for which they are to be used before the goods are incorporated into such product or application.

Acceptance of Goods
Where the goods have been received by the Buyer, whether or not such receipt of is acknowledged in writing, the Buyer hereby agrees that it will be deemed to have examined the goods and to have accepted that they meet fully the obligations imposed by this Agreement on the Seller.

 

Parts Returns
Parts must be returned in the same condition in which they were sold within 30 days and with details of the original sales invoice number. Credit will be given less 15% handling charge except where the goods were incorrectly supplied. Parts specially ordered may be subject to a greater handling charge dependant upon the supplier’s returns policy.

Limitations on Liability
The Seller’s liability in respect of any defective goods supplied by them will be limited to the repair or replacement of the defective goods and will not extend to any other damage or loss suffered by the Buyer. In particular, but without prejudice to the generality of the foregoing, the Seller will not be liable for any loss, damage or expense whatsoever incurred by the Buyer or suffered by the Buyer.

Retention of Title
Risk in the goods shall pass to the Buyer when the goods are collected either by the Buyer or by a third party acting on the instructions of the Buyer, or when the goods are delivered. The Buyer and Seller expressly agree that until the Seller has been paid in full (in cash or cleared funds) for the goods the following provisions will apply:

a: The legal and beneficial ownership of such goods remain with the Seller until the price and all other sums owing are paid in full;
b. The Buyer shall have a right to possession (but not ownership) of such goods for the Seller and ensure that the goods shall be clearly marked and identifiable as being the Seller’s property;
c. The goods are covered by the Buyer’s insurance.
d. The goods are maintained in a useable condition.
e. the Seller may recover all or part of such goods at any time from the Buyer, its servants or agents may enter upon any land or building upon or in which such goods are situated.

Payment
Payment for items of machinery shall be made on or before delivery. Payment for all other invoices shall be made within 30 days nett subject to a satisfactory credit check and agreed credit limits. Payment for goods shall not be delayed if the goods supplied are not used, nor shall payment be delayed pending settlement of any claim against the Seller and accordingly the Buyer shall not be entitled to any right of set off against the purchase price. Non– compliance with Seller’s payment terms shall entitle the Seller to withhold future supplies. In the event of payment not being made in accordance with the provisions in this clause then:
a. Interest will be charged on the overdue balance at 3% per calendar month (a part of a month being treated as a full month for the purpose of calculating interest).
b. The Seller will be entitled to an indemnity from the Buyer for all direct labour, legal and other costs incurred in the recovery of amounts which become overdue, and
c. Payment for all other goods supplied to the Buyer by the Seller shall forthwith become due for immediate payment.

Entire Agreement
a. The Contract documents constitute the whole and only agreement between the parties relating to the subject matter of the contract.
b. The Buyer acknowledges that in entering into the contract it is not relying upon any pre-contractual statement which is not set out in the Contract documents.
c. Except in the case of fraud, no party shall have any right of action against any other party to this agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in the Contract documents.
d. For this purposes of this Condition, ‘pre-contractual statement’ means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of the contract made or given by any person at any time prior to the date of this agreement.
e. Where the Seller provides any information or advice to the Buyer in connection with the delivery of goods other than as specifically required under the Contract documents, the Buyer acknowledges that the Seller does not accept any responsibility for providing inaccurate, misleading or incomplete information or advice. The Buyer acknowledges that before relying on any information or advice, which the Seller may supply, the Buyer should satisfy itself of the accuracy and appropriateness of that information or advice.
f. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, order acceptance, invoice or other documentation issued by TR Machinery Ltd shall be subject to correction without any liability on the part of TR Machinery Ltd.

Data Protection
The Buyer hereby consents to the Seller using any information provided by the Buyer for any purposes connected with the supply of goods under the contract, including, without limitation, the carrying out of a credit check on the Buyer, processing payment of the Buyer, enforcing the Buyer’s obligations under the contract and carrying out its own obligations under the contract.

Definitions
‘Contract Documents’ means, in relation to each contract for the sale of goods by the Seller to the Buyer:
a. Terms and Conditions of Sale
b. any order acknowledgements, advice note or invoice and any other document expressly accepted by the Seller as forming part of the contract, given by the Seller to the Buyer.
c. ‘Goods’ means, in relation to each contract, the goods referred to in the Contract Documents as being sold by the Seller to the Buyer.