1.1 In the Conditions:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Company” means T R Engineering Limited;
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company;
“Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Terms;
“Customer” means the person or company from which the Order is received;
“Force Majeure” strikes, lock-outs, fire, accidents, defective materials, delays in the receipt of law materials or bought-in goods or components or any other cause beyond the reasonable control of the Company;
“Goods” means the articles which the Customer agrees to buy from the Company;
“Intellectual Property” means any patents, inventions, copyright and related rights, trade marks, trade names, rights to goodwill or to sue for passing off rights in designs, rights in computer software, database rights, rights in confidential information (including know-how), utility models and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order” means the order placed by the Customer for the supply of the Goods;
“Price” means the price for the Goods excluding carriage, packing, insurance and VAT;
“Product Guarantee” means any guarantee the Company has issued in relation to the Goods;
“Specification” means any specification for Goods including any related plans and drawings;
“Terms” means the terms and conditions set out in this document (as amended by the Company and notified to the Customer from time to time);
“VAT” means value added tax or any tax for the time being amending or replacing it;
“Working Hours” means 8.30 a.m. to 5 p.m. Monday to Thursday (inclusive) and 8.30 a.m. to 2.30 p.m. on Friday except for public holidays.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision on an amended re-enacted or extended at the relevant time.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a party includes its personal representatives, successors and permitted assigns.
2. BASIS OF CONTRACT
2.1 The Company’s quotations are not binding on the Company and a contract (“the Contract”) will only come into being upon acceptance by the Company of the Order.
2.2 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The Contract will be subject to these Conditions which shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
2.4 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company and in particular (but without limitation):
2.5.1 where the Customer requires the Goods for a particular purpose the Company shall be deemed to have no notice of such purpose unless that purpose is agreed by the Customer and the Company in writing; and
2.5.2 the Company and the Customer acknowledge that there is no usage or course of trading in existence which could affect the terms of the Contract is any way.
2.6 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract except for the Specification. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Company and the Customer for the sale of the Goods.
3. CANCELLATION OR VARIATION OF ORDERS
3.1 No purported cancellation or variation of an Order, whether in whole or in part, shall be of any effect prior to delivery unless expressly accepted in writing and signed by an authorised officer of the Company and upon terms that the Customer immediately pay the Company all sums that the Company may reasonably certify as representing the cost to the Company of such cancellation or variation.
3.2 The Company reserves the right, without giving prior notice to the Customer, to carry out alterations and improvements in the design or method of manufacture. Such alterations or improvements may result in the Goods being superseded with new goods. In the event the Goods are superseded before delivery, the Company reserves the right to substitute the Goods (or any part of them) with the new goods (or any part of them) provided that price is no greater than the price of the Goods and the Company reasonably considers the new goods to be effectively equivalent.
4. THE PRICE AND PAYMENT
4.1 The Price of the Goods shall be the Company’s quoted price which shall be binding upon the Company provided that the Customer shall accept the Company’s quotation within 30 days or where no such quotation shall have been given the Price of the Goods shall be the price stipulated in the Company’s published price list correct at the date of delivery of the Goods, less any discount agreement made in writing between the Company and the Customer.
4.2 Payment of the Price shall be made in full in accordance with credit terms agreed with the Company. Unless otherwise agreed, the Customer shall pay the invoice in pounds sterling in full and cleared funds within by the end of the month following the month in which the invoice is dated. Time for payment shall be of the essence. Payment shall be made to the bank account nominated in writing by the Company. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.
4.3 The Company may invoice the Customer for the Goods on or at any time after delivery.
4.4 Notwithstanding clause 4.3, the Company reserves the right to require payment for the Goods to be made on delivery or in advance of delivery.
4.5 Without prejudice to any other rights or remedies it may have, if the Customer fails to make any payment due to the Company under the Contract by the Due Date, then the Company may:
4.5.1 suspend future delivery of the Goods under the Contract and under any other contract for the supply of goods from the Company to the Customer; and/or
4.5.2 charge the Customer interest on the overdue amount at the rate of 5% per annum above Lloyds Bank’s base lending rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.6 Prices are the Company ex-work’s prices. A carriage charge will be made, subject to negotiation with the Company at, or before the time the Customer places the order.
4.7 The cost of pallets and returnable packing will be due from the Customer in addition to the price if they are not returned to the Company in good condition within 60 days of the date of the VAT invoice.
4.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
4.9 If the Contract is terminated for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Company.
4.10 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, without limitation, increases in cost of labour materials or other costs of manufacture) and any change in delivery dates, quantities or specifications for the Goods requested by the Customer.
5. WARRANTIES AND LIABILITY
5.1 The Goods shall be manufactured and supplied in accordance with the description contained in the Specification. The Company may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.2 All descriptions, including specifications and drawings, included in the Company’s offer for sale are approximate only and the Customer shall accept any minor deviations there from without redress. All brochures, photographs, illustrations, advertising lists and similar documents represent in a general way the type of Goods concerned but do not necessarily represent in detail the particular Goods which form part of the Contract. Any information on heat performance of the Goods is based on tests carried out and past experience, but the Company will accept no liability for failure to obtain these results unless specifically guaranteed in writing. The Company’s liability under such guarantee shall be limited to accepting the return of the Goods in exchange for a credit note. The Customer is responsible for ensuring the capacity and performance of the Goods are sufficient and suitable for his or her customer’s purpose and the Company accepts no responsibility in this connection.
5.3 Except where express warranties are set out in these Conditions all warranties, conditions or terms of every kind whether implied by statute or common law or otherwise (including (without limitation) as to correspondence of the Goods to any description, the fitness of the Goods for any purpose and the quality of the Goods) are hereby excluded to the fullest extent permitted by law provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or for fraud or affect the statutory right of a customer dealing as consumer.
5.4 The Company shall not be liable for the Goods’ failure to comply with the warranty if:
5.4.1 the defect arises because the user failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
5.4.2 the user alters or repairs such Goods without the written consent of the Company; or
5.4.3 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions or is an error that the Company is unable to reproduce having carried out further tests.
5.5 If, having carried out the necessary examinations and tests under this clause 5, the Company is unable to find any defects in the Goods, the Customer shall reimburse the Company for any reasonable costs that have been incurred in examining and testing the relevant Goods.
5.6 The Company shall not be liable for consequential loss or damage whatsoever whether caused by negligence or otherwise arising out of or in connection with the provision of any Goods pursuant to this Contract and the total liability of the Company for any loss of the Customer in connection with this Contract shall not exceed the Price.
5.7 The Specification of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Company. Where any specification, drawings or designs have been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of that specification, drawings or designs for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
5.8 The Customer agrees to indemnify the Company against all losses, damages, injury, costs and expenses of whatever nature suffered by the Company to the extent that the same are caused by or relate to:
5.8.1 specification, drawings or designs given to the Company by the Customer in respect of Goods produced by the Company for the Customer; or
5.8.2 defective materials or products supplied by the Customer to the Company and incorporated by the Company in Goods produced by the Company for the Customer; or
5.8.3 the improper incorporation, assembly, use, processing, storage or handling alteration or repair of Goods by the Customer.
5.9 Without prejudice to the other provisions of this clause 5 the Company may at its sole discretion elect to inspect the Goods and repair or replace any Goods found to be defective under clause 5.1 if such Goods are returned to the Company within twelve months of the date of delivery provided that any such repair or replacement Goods shall be accepted by the Customer in full and final settlement of any claims it may have against the Company relating to such defective Goods.
5.10 The rights of the Customer under any Product Guarantee are in addition to the rights in these Conditions.
6.1 The Goods shall be delivered to the Customer or despatched for delivery to the place or places and in the manner specified in the relevant Order, which shall specify whether the Goods are to be delivered by the Company to the Customer or collected by the Customer from the Company.
6.2 Unless otherwise specified in the Order the Company shall be deemed to have made a due delivery of the Goods if the Goods are collected by or on behalf of the Customer or delivered to or collected by a carrier nominated by the Customer and such delivery shall be deemed to have taken place at the moment when the Goods are received into the possession of the Customer, his servant, agent, representative or such carrier. If the Company delivers the Goods it will be the responsibility of the Customer where necessary to provide additional off-loading assistance beyond that of the van driver.
6.3 Where the Customer is collecting the Goods:-
6.3.1 the Customer shall collect the Goods from the Company’s premises within 3 Business Days of the Company notifying the Customer that the Goods are ready.
6.3.2 delivery of the Goods shall be completed when the Goods are made available for collection by the Customer from the Collection Location.
6.4 Any claim for damage or partial loss of the Goods in transit must be submitted in writing to both the carrier and the Company within three Business Days of delivery and in the case of non-delivery of the whole consignment claims must be submitted in writing to both the carrier and the Company within 5 Business Days of receipt of the Customer or the Customer’s agent of notification of despatch of the Goods. In the absence of claim within the terms mentioned above the Goods shall be deemed to have been delivered in accordance with the Contract.
6.5 No delay in delivery shall entitle the Customer to repudiate or cancel the contract or any deliveries thereunder.
6.6 The Company may deliver the Goods by separate instalments and each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. The failure of the Customer to pay for any one or more of the said instalments on the due date shall entitle the Company (at its sole option) without notice to suspend further deliveries of the Goods pending payment and/or to treat the Contract as repudiated by the Customer.
6.7 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by Force Majeure or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.8 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.9 If the Customer fails to accept delivery of the Goods within 3 Business Days of the Company notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by Force Majeure or the Company’s failure to comply with its obligations under the Contract:
6.9.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the third Business Day following the day on which the Company notified the Customer that the Goods were ready; and
6.9.2 the Company shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
6.9.3 If goods are no longer required by the Customer on receipt of order, then a 25% re-stocking charge will apply on goods for return. This excludes any transport costs for collection. The re-stocking charge only applies to goods shipped within three months of purchase.
6.10 The Customer shall be solely responsible for obtaining any and all necessary import or export licences or permits necessary for the delivery to the Customer, and the Customer shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation, exportation and/or delivery of the Goods.
6.11 The Customer agrees to comply fully, at its own expense, with all applicable import and export laws, restrictions, national security controls and regulations of the United Kingdom and any other applicable local law or regulation.
7. RETURN OF GOODS
7.1 The Customer shall inspect the Goods supplied under this Contract immediately on the delivery thereof and shall in the case of any allegation that the Goods do not conform with the Order within 3 Business Days from such delivery give notice in writing to the Company of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the Contract and/or whether it rejects them.
7.2 If the Customer fails to give notice that it rejects the Goods as provided in clause 7.1 the Customer shall be deemed to have accepted the Goods and the Goods shall be deemed to be in all respects in accordance with the Contract.
7.3 If the Customer gives notice that it rejects the Goods and such rejection afterwards becomes ineffectual by reason of the Customer dealing with the Goods as owner or by reason of any other conduct on the part of the customer inconsistent with such rejection the Customer shall be bound to pay the Price in full and shall have no claim for damages or compensation by reason of any disconformity of the Goods with the Contract.
7.4 If the Customer rejects the Goods under clause 7.1 hereof the Company may elect to supply other Goods complying with the Order to the Company within 10 Business Days of the date of the notice of rejection and if those Goods are not properly rejected by the Customer the Company shall be deemed to have complied with its obligations under the Contract and no claim by the Customer arising out of the Customer’s rejection of the original Goods shall lie against the Company.
7.5 Goods may not be returned to the Company except by prior written permission of an authorised officer of the Company and such return shall be subject to payment by the Customer of 25% handling and re-stocking charges, transport and all other expenses incurred by the Company.
8. RETENTION OF TITLE
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 In spite of delivery having been made title in the Goods shall not pass from the Company until payment in full (in cash or cleared funds) has been received by the Company:
8.2.1 for the Goods;
8.2.2 for any other goods supplied to the Customer by the Company (in respect of which payment has become due).
8.3 Until title in the Goods passed to the Customer in accordance with clause 8.2 the Customer shall:
8.3.1 hold the Goods and each of them on a fiduciary basis as bailee for the Company;
8.3.2 store the Goods (at no cost to the Company) separately from all other goods in its possession and readily identifiable as the Company property; and
8.3.3 not remove, deface or obscure any underlying mark or packaging on or relating to the Goods.
8.4 Notwithstanding the provisions of clause 8.2 the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings.
8.5 At any time prior to title in the Goods passing to the Customer the Company may (without prejudice to any other of its rights):
8.5.1 require delivery up to it of all or any part of the Goods;
8.5.2 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which they Customer hereby authorises;
8.5.3 terminate the Customer’s authority to resell or use the Goods forthwith by written notice to the Customer which authority shall automatically terminate (without notice) upon any insolvency of the Customer as specified in clause 8 or any execution or distress being levied on goods in its possession.
8.6 The Customer shall insure and keep insured the Goods to the full value against “all risks” to the reasonable satisfaction of the Company until the date that title in the Goods passes from the Company.
8.7 The Company may at any time appropriate sums received from the Customer as it thinks fit notwithstanding any purported appropriation by the Customer.
9.1 Either party may terminate the Contract at any time by giving the other party no less than one months’ written notice.
9.2 Without prejudice to any other rights or remedies it may have, The Company may immediately terminate the Contract if:
9.2.1 the Customer commits a serious breach of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the breach within 10 Business Days of receiving notice from The Company giving details of the breach and requiring it to be remedied; or
9.2.2 the Customer fails to pay any amount due under the Contract on the Due Date and remains in default for not less than 5 Business Days after being notified to make such payment; or
9.2.3 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010); or
9.2.4 The Company becomes aware or is of the reasonable opinion that the Customer has made or accepted bribes.
9.3 Termination of Contract shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
10. CUSTOMER’S INSOLVENCY OR INCAPACITY
10.1 If the Customer becomes subject to any of the events listed in clause 10.2, or The Company reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to The Company, The Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and The Company without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
10.2 For the purposes of clause 10.1, the relevant events are:
10.2.1 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
10.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or
10.2.3 (being an individual) the Customer is the subject of a bankruptcy petition or order; or
10.2.4 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
10.2.5 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
10.2.6 (being a company) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
10.2.7 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
10.2.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.1 to clause 10.2.7 (inclusive); or
10.2.9 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
10.2.10 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Terms shall limit or exclude The Company’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.1.4 defective products under the Consumer Protection Act 1987; or
11.1.5 any matter in respect of which it would be unlawful for The Company to exclude or restrict liability.
11.2 Nothing in these Terms shall affect the statutory rights of the Customer where the Goods are sold to a Customer acting as a consumer.
11.3 Subject to clause 11.1, The Company shall not be liable to the Customer for any:
11.3.1 loss of profit (whether direct or indirect) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract; or
11.3.2 indirect or consequential loss whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract; or
11.3.3 ex gratia or other compensatory payments made to a third party by the Customer or on the Customer’s behalf, arising under or in connection with the Contract.
11.4 Subject to clauses 11.1 and 11.3, The Company’s total liability to the Customer in respect of all other losses (including indemnified losses) arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid for the Goods.
12. EVENTS OUTSIDE OF OUR CONTROL – FORCE MAJEURE EVENTS
12.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event (save for the Customer’s obligation to pay for the Goods).
12.2 A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, civil commotion, malicious damage, breakdown of plant or machinery, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.3 If the Force Majeure Event prevails for a continuous period of more than 28 days, The Company may terminate the Contract by giving 20 Business Days’ written notice to the Customer. On the expiry of this notice period, the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach occurring prior to such termination.
13.1 The Customer shall not at any time duplicate, commercially exploit or disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or products (including characteristics which can be deduced through knowledge or experience) of The Company, except as permitted by clause 13.2.
13.2 The Customer may disclose The Company’s confidential information:
13.2.1 to those of its employees who need the confidential information in order to make use of the Goods in the ordinary course of the Customer’s business; or
13.2.2 if the Customer has obtained prior written consent from The Company; or
13.2.3 as may be required by law, court order or governmental authority.
13.3 The Customer shall ensure that its employees whom it discloses The Company’s confidential information comply with this clause 13.
13.4 At The Company’s reasonable request, the Customer shall immediately return or destroy all confidential information (including any copies) it holds about The Company.
13.5 Without prejudice to any other rights or remedies that The Company may have, the Customer acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this clause 13 by the Customer. Accordingly, The Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this clause 13.
14. INTELLECTUAL PROPERTY
14.1 The Customer acknowledges that The Company is the absolute owner of The Company’s Intellectual Property Rights and the Customer shall not assert or attempt to assert any rights in relation to The Company’s Intellectual Property Rights. All rights of the Company in such Intellectual Property Rights are hereby reserved.
14.2 The Customer shall not use or exploit The Company’s Intellectual Property Rights other than as set out in these Terms or as agreed with The Company in writing.
14.3 The Company shall not be liable for claims arising from an infringement of third party Intellectual Property Rights which are based on modifications made to the Goods, the incorporation of additional devices, the combination of the Goods (or any part of them) with other equipment or devices not supplied by The Company or for Goods which were manufactured in accordance with the Customer’s instructions or to a specification provided by the Customer. The Customer shall indemnify The Company in respect of such claims.
14.4 The Company shall not be liable for claims arising from an infringement of third party Intellectual Property Rights.
15. DATA PROTECTION
15.1 The Customer and The Company shall comply with all requirements of the Data Protection Act 1998.
15.2 The Company may monitor and record information relating to the Customer’s business and trade performance. The Company may make such information available to credit referencing agencies who may share that information with other businesses in assessing applications for credit and fraud prevention. The Customer consents to The Company processing its data for these purposes.
15.3 The Customer consents to The Company approaching any referees nominated by the Customer.
15.4 So far as permitted by law, the Customer shall reply to The Company in relation to any credit enquiries regarding its trade or business.
16. HEALTH AND SAFETY
16.1 Where necessary, The Company will provide the Customer with information and/or written conditions for the safe and proper use of the Goods.
16.2 The Customer shall: ensure that any information and/or written conditions provided by The Company are communicated to users of the Goods (or products in which the Goods are components); provide all assistance required by The Company with any recall or service action in relation to the Goods; and that, as far as is practicable, the Goods can be properly used safely and without risk to health.
17.1 All headings are for ease of reference only and shall not affect the construction of this Contract.
17.2 Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable separate and distinct and shall not affect any other provision of this Contract.
17.3 No waiver or forbearance by the Company (whether express or implied) in enforcing any of its rights under this Contract shall prejudice its rights to do so in the future.
17.4 The Company may license or sub-contract all or any part of its rights and obligations under this contract without the Customer’s consent.
17.5 Nothing in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to constitute either of the parties as the agent of the other or authorise either party:
17.5.1 to incur any expense on behalf of the other party;
17.5.2 to enter into any engagement or make any representation or warranty on behalf of the other party;
17.5.3 to pledge the credit of or otherwise bind or oblige the other party;
17.5.4 to commit the other party in any way whatsoever without in each case obtaining the other party’s prior written consent.
17.6 The Company shall not be liable for any default due to any event of Force Majeure.
17.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.
17.8 The Contract shall be governed by English Law and all disputes arising out of their Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17.9 Any notice required or permitted to be given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. Any notice shall be sent by pre-paid first class post or may be delivered. A notice sent by first class post shall be deemed to have been received on the Second Business Day after posting and if delivered personally when left at the address of the relevant party.
17.10 The Company can only respond to telephone and other communications during Working Hours.
I have read, understood and accepted the above Terms and Conditions.
CUSTOMER’S SIGNATURE: ___________________________________ DATE: _____________
NAME IN BLOCK CAPITALS: ___________________________________
COMPANY NAME: __________________________________________
POSITION IN COMPANY: _____________________________________
N.B. This form must be completed by a Director/Partner/Manager or Head of Department and returned to Sales, T R Engineering Limited, Thorncliffe Industrial Estate, Chapeltown, Sheffield, S35 2PH