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1. |
GENERAL |
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1.1 |
New England International Limited is
herein referred to as “the Company”.
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1.2 |
The Customer” is the person, firm or
company contracting with the Company by
placing an order to purchase goods.
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1.3 |
“The Goods” shall mean the subject
matter of the contract between the
Company and the Customer and where the
context permits shall include units,
parts, accessories, repairs and
services.
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1.4 |
“The Contract” shall mean the agreement
by the customer to purchase the goods
from the Company upon the basis of these
conditions of sale at the price payable
for the goods at the time of delivery.
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1.5 |
All quotations are made and all orders
are accepted on the conditions herein
set out which shall form part of and
govern the contract of sale and unless
otherwise specifically agreed in
writing, these conditions shall take
precedence over the Customer’s
conditions. “The Contract date” is the
date upon which the agreement is made
when:
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a) the customer shall
received a copy of these
conditions prior to order and |
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b) shall have ordered the
goods, or |
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a) |
shall have ordered the
goods and |
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b) |
the expiration of
seven working days after a copy
of these conditions of sale have
been posted by the Company to
the customer, when the customer
shall be deemed to have notice
thereof.
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1.6 |
“Default” shall mean any breach of the
Company’s obligations hereunder or any
fundamental breach of fundamental term
of this contractor any default, act,
omission, or statement by of the
Company, its employees, agents or sub
contractors in connection with or in
relation to the subject matter of this
contract, and in respect of which the
Company is legally liable to the
Customer.
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1.7 |
Particulars, details, drawing
specification and other descriptions
issued by the Company are intended to be
accurate and are so issued in good
faith. Representations regarding
performance relate to how the particular
goods are expected to perform on the
basis of proper and constantly good
maintenance and servicing in accordance
with the recommendations of the Company.
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2. |
All prices quoted by the Company prior
to the Contract are subject to
variations without notice. Without
prejudice to its right to increase the
price of the goods on delivery, the
Company will use its best endeavours to
sell the goods at the price quoted to
the customer not more than 30days prior
to the Contract date.
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3. |
Dates or periods of delivery stated in
the Contract are only approximate and
not essential terms, unless the
circumstances of any particular case the
parties agree guaranteed delivery dates
and the contract so provides.
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4. |
Should the manufacture or delivery of
any goods be prevented or hindered
directly or indirectly by fire, shortage
of raw material or fuel, shortage of
labour, breakdown or partial failure of
plant or machinery, late receipt of
information, acts of regulations of
government, delay on the part of any
independent sub contractor or supplier
or any other cause what so ever beyond
the reasonable control of the Company,
the time of delivery of gods shall be
extended for a reasonable period having
regard to the effect of the delaying
cause on the manufacture or delivery of
the goods.
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5. |
Prices charged by the Company are those
ruling at the date of delivery,
unless the Contract expressly stipulates
that this is not the case, in all cases
VAT will be computed and added at the
rate applicable on the date of delivery.
Unless otherwise stated on the Contract
on all invoices rendered by the Company
shall be made in full and received by
the Company within 30 days of the date
of invoice. If the customer fails to
make payment within 30 days of the due
date then the Company shall be entitled
to charge interest at 3% per annum above
the National Westminster Bank PLC Base
rate subsisting during the period of
such default, calculated from the date
of the original invoice until payment.
If the Contract provides for the
delivery of goods by instalments,
payments on the due date in respect of
each such instalment delivered under the
Contract shall be a condition precedent
as regards the Company’s obligations to
deliver further instalments and
accordingly the Company shall not be
liable for any loss thereby resulting to
the Customer and shall be entitled to
withhold such further instalments under
the Contract as aforesaid and have the
further right (without prejudice to any
other available remedies) to cancel any
other outstanding orders with the
Customer.
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6. |
Except as provided below, in no event
shall the Company be liable for the
following loss or damage howsoever
caused and even if foreseeable by or in
the contemplation of the Company:
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a) |
Economic loss which shall
include loss of profits,
business revenue, good will and
anticipated savings whether
sustained by the Customer or
another person. |
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b) |
Damages in respect of special,
indirect or consequential loss
or damage whether sustained by
the Customer or any other
person. |
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c) |
Any claim made against the
Customer by another person |
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7. |
Unless otherwise stated in the Contract,
all prices are ex works and
packaging and carriage will be charges
extra. Where the Contract
provides for delivery other than at the
Customer’s works, goods will be dispatched at the Customers risk and
information of dispatch notified to the Customer. Dispatch from the Company
(where applicable) shall be
deemed to be delivered to the Customer
unless the Contract states otherwise.
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8. |
WARRANTY AND CUSTOMER REMEDIES
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8.1 |
The Company undertakes that the goods will
be in good working order and will conform to the
Company’s specification upon delivery.
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8.2 |
In the event of any complaint by the
Customer concerning the condition,
performance or any defect regarding the goods
within a period of 6 months from sooner, the
Customer shall afford the Company reasonable
opportunity to correct any deficiency whatsoever
before the Company shall permit and procure
access to the Company’s employees or sub
contractors for the purposes of remedying
Default.
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8.3 |
The Company shall not be liable for any
Default not for any other defect
In the goods which shall be directly or
indirectly attributable to
a) Misuse of the goods by the Customer.
b) Failure to follow operating or maintenance
instructions supplied by the
Customer
involving the attachment or substitution of
parts or accessories
not supplied by the
Company.
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8.4 |
The Company does not exclude liability for
death or personal injury to the extent that
it results from negligence of the Company, its
employees, agents or sub contractors.
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8.5 |
The Customer’s remedied (whether in contract
or in tort, including negligence) against the
Company shall be limited to damages. Such damage
shall be subject to the limitations by amount
specified below.
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8.6 |
The Company’s total liability in respect of
any one Default shall not exceed 125% of the
price of the goods under the Contract. A number
of Defaults, whether successive or concurrent,
which together result in or contribute to
substantially the same loss or
damage, shall be treated as one Default which
for the purpose of determining the purchase
price shall be deemed to occur at the date of
the occurrence of such Defaults.
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8.7 |
The Company shall make available to the
Customer the full benefit of any and all
warranties given it by manufacturers of any
parts of the goods and the Company shall only be
liable to the Customer to like extent to the
liability of the third party to the Company.
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9. |
Providing that the Customer has complied with
the requirements as to the notice in Clause 8
above, if the goods or parts thereof in quality
or state or are otherwise not in accordance with
the Contract then the Company will repair or
replace (at its discretion) such goods or part
thereof as soon as may be practicable. It shall
be the Customer’s obligation to return defective
goods to the Company carriage paid and the
Company shall reimburse the Customer in the
amount of the carriage charges, where the
provision of clause 8 apply. This undertaking is
given and shall be accepted by the Customer in
lieu of any other remedy.
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10. |
Save in the case of consumer sales as
defined by the Supply of Goods and Services Act
1982 and the Unfair Contract Act 1977 (or any
statutory modification or re- enactment thereof
for the time being in force) and condition,
warranty or statement as
to the quality of the goods or their fitness for
purpose, whether expressed or implied by
statute, custom of the trade or otherwise, is
hereby excluded unless expressed in
writing in the Contract.
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11. |
Each part-delivery or instalment of the
goods shall be deemed to be sold under a
separate contract.
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12. |
The Company shall be entitled without
prejudice to its other rights and other
remedies, either to terminate wholly or in part
any or every Contract between itself and the Customer or to suspend any further
deliveries under any or every such Contract in
any of the following events.
a) If any debt is due and payable by the
Customer and is left unpaid.
b) If the Customer has failed to provide Letter
of Credit, Bill of Exchange
or any
other security required by the Contract.
c) If the Customer has failed to take delivery
of any goods under any
Contract between it and
the Company, otherwise than in accordance
with
the Customer’s contractual rights.
d) If the Customer becomes insolvent or being a
body corporate has
passed a resolution for winding up, except where solely for the purpose
of re-construction, or
has suffered an Order of the Court for its
winding
up to be made or has had a Receiver appointed or being an individual
or partnership
has suspended payment of his or her
debts in whole or
part or has proposed or entered into any composition or arrangement
with his or her creditors or has Receiving Order
in a Bankruptcy made
against him or them.
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13. |
The Company shall not be entitled to
withhold payment of any amount payable under the
Contract to the Company because of any dispute
claim of the Customer in respect of faulty goods
or any other alleged breach of Contract, nor
shall the Customer be entitled to set off
against any amount payable under the Contract to
the Company any monies which are not then presently payable by
the Company or for which the Company disputes
liability.
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14. |
No undertaking is given by the Company that
the goods will not infringe the Letters of
patent or any other industrial property rights
of any third party and the Customer accepts the goods on this understanding and
agrees not to pursue any claim against the Company and to hold the Company harmless in
respect of any alleged or actual infringement of such third party rights.
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15. |
All contracts entered into by the Company are
governed by the provisions of English l law and
the parties agree to submit to jurisdiction of
the High Court of London.
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16. |
Not with standing delivery, the passing of risk
and the installation of the goods in any
building or vessel or aircraft, the ownership of
all goods shall remain in the Company until the
Customer has paid all sums owed by it to the
Company in respect of the goods. The Customer’s
right to sell such goods in the ordinary course
of business is in no way impaired by virtue of
this condition but there remains a fiduciary
duty to account to the Company for the proceeds
of such sales to the extent of any sums owed by
the Customer to the Company.
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17. |
The Company shall be entitled to subcontract
the supply of goods and the provision of
services under any Contract as it thinks fit. |
