Terms and Conditions
1. General
The following terms represent the entire terms on which Doughty Engineering Ltd (“the Seller”) is willing to sell Goods (“the Goods”) & by ordering Goods from the Seller the Buyer agrees that the following terms represent the entire agreement between the Buyer and the Seller. No officer, employee or agent of the Seller other than a director has the authority to contract for the sale of Goods on any other terms, or to amend, vary or waive these terms, & a director has the authority to do so only in writing.
2. Time of Delivery
Any time of delivery stated by the Seller either on the face of this form or otherwise shall be treated as an estimate only. The Seller will use its reasonable endeavors to deliver by that time but gives no other undertaking as to the time of delivery.
3. Place of delivery
The Goods shall be delivered to the Buyer at the place of delivery recorded on the face of this form or (if no such address is recorded there) at the premises of the Seller.
4. Price
The price shall be payable before delivery of the Goods. The time of payment shall be of the essence. In the event that payment is not made when due, the Seller may:
4.1 cancel any contract to supply further Goods or service
4.2 suspend deliveries of further Goods or the supply of further services to the Buyer
5. Passing of Property
Property in the Goods shall pass to the Buyer on the occurrence of the last of the following events namely:
(a) payment in full of the price of the Goods sold hereby, &
(b) payment in full of every other sum owing by the Buyer to the Seller
5.2 Not withstanding the above the Goods are insured by the Seller whilst in transit & until delivered to the Buyers door. The Buyer shall sign for the Goods as “delivered not checked” & shall advise the Seller in writing within 5 days of receipt of the Goods of any damage to them. Any damage not notified in writing within the said 5 days shall not be covered by the Sellers insurance & shall at risk to the account of the Buyer.
6. Fitness for Purpose
The Seller gives no warranty that the Goods are fit for the Buyers purpose or purposes. The Buyer warrants that he/she has satisfied him/herself that the Goods will be fit for every purpose which he requires them & that he/she does not rely on any skill or judgment of the Seller in that regard.
The Buyer further warrants that:
(a) he/she is aware that the Goods are supplied for the purpose for which they were manufactured, &
(b) he/she has all the licenses that are required for their use, &
(c) the Goods will only be used by suitably qualified individuals, &
(d) the Goods will be regularly serviced, tested, certified & inspected, &
(e) the Goods will not be adapted or altered, &
(f) he/she shall not imply any warranty to any person whom he may sell or let the Goods other than the foregoing & that he/she will notify that person of the requirements do the Seller as to license, test, use, service, inspection, certification & adaptation as above & of any statutory authority of any state or country in which the Buyer or that person is resident or carrying on business.
Nothing in this clause affects the Buyer’s right under the sale of Goods Act 1979.
7. Acceptance
The Buyer shall inspect & test the Goods immediately upon delivery & shall within 5 days after delivery give notice in writing to the Seller of any respect in which he/she alleges that the Goods are not in accordance with the contract. If the Buyer shall not have given such notice within that time the Goods shall be deemed to be accepted in every respect in accordance with the contract.
8. Scope of Warranty
In the case of defective or faulty goods supplied by the Seller the Buyer’s remedy against the Seller shall be limited to a period no longer than twelve months from the date of purchase. If any defect arises during this period the Seller reserves the right, at its option, to repair or replace the goods (or provide an equivalent item) or give credit to the value of the purchase price of the goods, provided that the goods have not been damaged or abused or improperly installed or operated. The Seller accepts no responsibility for consequential loss. This warranty is subject to the return of the goods by the Buyer using prepaid freight within the twelve month warranty period. Manufacturer’s original warranties will apply should the warranty exceed twelve months.
9. Liability
This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such claims arise in contract or in tort & whether or not the Seller was negligent.
(a) The Seller shall indemnify the Buyer against any claims arising from physical injury to or death of the Buyers personnel &/or third parties, which is directly & wholly caused by the negligence of the Seller or its employees in the performance of its or their duties under this agreement.
(b) In the event that notice has been given pursuant to clause 7 above that the Goods (or part thereof) are not in accordance with the contract & the price of the Goods has been paid on or before the due date, the Seller shall replace or repair the Goods (or part thereof) at its own expense provided that the Buyer has within 30 days after the said notice caused the Goods (or part thereof) which are alleged to be defective to be returned, at the Buyers expense, to the Sellers premises or such other place as the Seller shall direct.
(c) No other remedy than that provided for in sub-paragraph (b) above shall be available to the Buyer.
(d) Without prejudice to the generality of the foregoing the Seller:
(i) shall not be liable for damages in the nature of or arising from loss of profits, loss of user, loss of revenue, loss or hire or rental in respect of the Goods or any other goods, nor the damages arising compensation payable by the Buyer to any other person, firm or organization whatsoever, &
(ii) except in relation to claim under sub-paragraph (a) above shall not be liable for any losses, damages, costs, claims, expenses or liabilities exceeding the purchased price of the Goods.
10. Force Majeure
The Seller shall be relived of its obligations under this contract insofar as it is hindered in or prevented from performing them by any circumstances whatsoever.
11. Hold Harmless
The Buyer undertakes & agrees to indemnify & hold harmless the Seller against any & all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever & howsoever caused or arising out of, connected with, or resulting from the Goods themselves or use of the Goods including without limitation the manufacturer, section, delivery, possession, use, operation, return of any & all damages or injuries caused thereby to anyone whatsoever.
12. Waiver & Invadility
(a) The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this contract by the other party shall not be deemed a waiver of that term, covenant, or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
(b) If any provision in this contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.
13. Arbitration
All disputes or differences which shall at any time arise between the parties whether during the term of this contract or afterwards touching or concerning this contract or its construction or effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment of it for the time being in force.
14. Applicable Law
This contract is given by & interpreted in accordance with English Law & the Buyer submits to the jurisdiction of the High Court of Justice in England, but the Seller may enforce the contract in any Court of competent jurisdiction.
All prices are ex works Ringwood, Hampshire, exclude VAT and are subject to change without notice E&OE
Terms and Conditions 1st July 2010.