GENERAL

Goods are sold by Beacon Design and Engineering Ltd. (hereinafter called the “Company”) solely on the following terms and conditions as may be amended from time to time.  Any provisions in the Purchaser’s Order form or other documents which conflict with or modify or are in addition to the Company’s terms and conditions current at the date of acceptance of the Purchaser’s order shall be excluded from the Contract unless otherwise agreed by the Company in writing.

QUOTATIONS

Unless previously withdrawn quotations are open to acceptance to the period stated therein or if no period is stated within 30 days from the date thereof.  Acceptance must be in writing and must be accompanied by sufficient information to enable the Company to proceed without delay with the execution of the Order Acceptance includes acceptance of the Company’s terms and conditions of sale and will be treated by the Company as the Purchaser’s warranty that these conditions of sale are reasonable for the purposes of the Unfair Contract Terms Act 1977 as amended Quotations and tenders are submitted on the basis that no Contract will come into existence between the Purchaser and the Company until the issue of the Company’s Order Acknowledgement form to the Purchaser.  The Company reserves the right to correct any typographical or clerical errors in a quotation or tender at any time by notice in writing to the Purchaser without altering the validity or the quotation or tender.

LIMITS OF CONTRACT

Quotations or tenders include only such goods and work as are specified therein.  Each order will be deemed  a separate contract to which the terms thereof apply and no liability can be accepted by the Company for the working in combination of machinery whether wholly of the Company’s manufacture or otherwise which has been ordered in separate parts and at different times.

DELIVERY AND STORAGE

The time for delivery shall run from the date the Order is received or the tender or quotation accepted or the date on which sufficient information is received from the Purchaser to enable the Company to proceed with the execution thereof whichever is the later.  Where any subsequent deviation from these terms is made at the request of the Purchaser any additional cost incurred will be charged to the Purchaser.  The Company accepts no responsibility whatsoever for any loss or damage resulting directly or indirectly from failure to supply, or delay in supplying any goods howsoever arising.  Each delivery shall be subject to the Company’s terms and conditions and failure to make any one delivery shall not vitiate the Contract as to the others.  The risk in the goods passes to the Purchaser upon delivery notwithstanding any subsequent return to or retaking of possession by the Company and S 20(2) of the Sale of Goods Act 1979 shall not apply.  The Purchaser therefore, should insure accordingly.

If forwarding instructions are not received within seven days after the date of notification that the goods are ready for despatch, the purchaser shall take delivery or arrange for storage if the Company agrees to store it will be on the strict understanding that the goods are held at the Purchaser’s risk that a charge will be made until the goods are despatched and that the goods shall be paid for as if these had been despatched. Any charges for storage or demurrage after despatch must also be paid by the Purchaser.

PRICES

If the Company on the Purchaser’s request shall agree to cancel or suspend any order or part thereof without prejudice to any other rights the Company may have the Purchaser shall be liable to reimburse the Company for any costs or expenses incurred by the Company as a result of such cancellation or suspension.  The Company reserves the right to reject the return of any unused materials delivered under the Contract whether before or after cancellation and as a condition of acceptance may make a charge for inspection and testing of the returned material in addition to any allowance which the Company may make in its sole discretion.                                          

TERMS OF PAYMENT

Payment shall be made at the rate of 100% of the invoiced value of the materials delivered on site or into storage or collected ex-warehouse and no retention of any part of such payment shall be allowed unless agreed in writing by the Company when accepting the order.  Where goods have been made assembled or bought by the Company to meet the Purchaser’s specific delivery requirements and delivery cannot be made because of causes not attributable to the Company, payment shall be made as though the goods were delivered or collected.  Unless otherwise agreed prices quoted are for delivery ex-works and are strictly net.  Accounts are payable in pounds sterling unless mutually agreed otherwise and in the case of approved customers are for settlement within thirty days from the date of the invoice.  Approved customers shall be notified by the Company that they are to be treated as such.  Interest at the rate of 2% per month or part of a month thereof as payable on overdue amounts until the date of payment.  Such interest to accrue from day to day and to run after as well as before any judgement.  Payment of interest shall not prejudice the Company’s rights under any Contract.  No set off claim shall operate at any time without prior written agreement.  The Company reserves the right to require payment by a specific method such as a bank-endorsed (avalised) Bill of Exchange.

SPECIFICATIONS, DRAWING, TESTS, ETC.

Except in quotations or tenders against the Purchaser’s detailed drawings statement of weight and dimensions submitted with any quotation or tender are approximate only and the descriptions and illustrations in any of the Company’s catalogues, price lists or other advertising matter are intended to present only a general idea of the goods described therein and none of these shall form a part of any Contract.  All quotations, drawings and descriptive matter whatsoever are copyright and remain the property of the Company and are returnable on request.  These must be treated as confidential and must in no circumstances be communicated to other persons or companies unless the written consent of the Company has first been obtained, nor must they be otherwise used in any way against the interest of the Company.  The Company does not accept responsibility for any drawings, designs or specifications not prepared by it and submission of the tender or quotation does not constitute any warranty, guarantee, representation or opinion of the practicability of construction or the efficiency or safety or otherwise of materials to be supplied or work to be executed by the Company accordingly.  Additional work caused by defects in any such drawings, designs or specifications shall be chargeable as an extra cost.

If special tests or tests in the presence of the Purchaser or the Purchaser’s representative are required, either on site or at the Purchaser’s premises, these will be chargeable unless otherwise specified.  In the event of delay on the Purchaser’s part in attending such tests after receiving prior notification of seven days, the tests will proceed in the absence of the Purchaser and shall be deemed to have been made in the Purchaser’s presence.

DAMAGE/LOSS IN TRANSIT AND DISCREPANCIES

Where goods are damaged or lost in transit the Company will as appropriate in its sole discretion repair or replace these free of charge provided that:-

In the case of damage, loss or non-delivery of any separate part of a consignment, the carrier’s receipt is signed “unexamined” and the Company and the carrier receive written notification from the Purchaser within 3 days of the date of delivery of the consignment or part of consignment and

In the case of non-delivery of the whole consignment the Company and the carrier receive written notification within ten days of the date of despatch as shown on the relative advice note.  Goods alleged to be damaged before delivery will in no circumstances be replaced or repaired free of charge after their unqualified acceptance by the Purchaser.

Errors and shortages must be notified immediately on receipt of goods quoting any reference and delivery note numbers.  Goods supplied in accordance with an order may not be returned without written consent of the Company.  Applications can only be considered within ten days of the date of invoice and must state the date and number of invoice and reasons for return.  Duly authorised returns must be sent carriage paid and the Company advised by letter giving authorisation reference.  Where the Company has agreed to supply goods not specified in its price lists or catalogues current at the date of the Purchaser’s order the return of such goods cannot be accepted.

GUARANTEE

Except as stated below, and always subject to the Purchaser’s compliance with the Company’s terms of payment and the Company’s receipt of prompt notification by the Purchaser, the Company guarantees at its option to make good or replace free of charge any defects or defective parts in any goods supplied by it which are shown in the Company’s reasonable satisfaction to have proved defective under proper use and maintenance within the guarantee period.  The guarantee period shall be 12 months from the date of delivery to site or into storage.  The defective parts of the goods shall be returned to the Company carriage paid, if so required by the Company.  The opinion of the Company as to whether such parts are defective in manufacture shall be final and the Company’s liability in respect of or consequent upon any such defects whether in original or replacement goods shall be limited as herein provided.

Liability is also expressly excluded in respect of:-

Any part not manufactured by the Company which is incorporated in the said goods, except that any benefit obtainable or enforceable by the Company from or against the manufacturer of the said part without legal or other expenses whatsoever shall be passed to the Purchaser.

Any defect caused by accident, misuse, neglect, tampering with or unauthorised modification of the goods or any attempt at internal adjustment or repair by any person not authorised by the Company.

Any defect found after the expiry of the guarantee period.

Any defect which may occur in any prior installation to which the Company’s equipment may be connected and

Any other expenses incurred or any consequential damages or any loss of profit or any other loss or damage whatsoever, howsoever caused.

No condition or warranty contained in the Purchaser’s order form or made orally by any of the Company’s employees, agents or sub-contractors shall be considered as varying or overriding the above.  Any defective part replaced shall be the property of the Company.

THIRD PARTY LIABILITY

The Purchaser shall comply with all instructions of the Company and all legislation regarding the processing, storage, sale, installation, commissioning and use of goods supplied by the Company and shall indemnify the Company against all and any claims, demands, liabilities and costs whatsoever, howsoever arising, other than those arising by the proven negligence of the Company or its employees and reasonably foreseeable at the time of making the contract and not too remote.

PERFORMANCE

Whilst the Company will use its best endeavours to fulfil its contractual obligations it shall not be liable for delay in performance or for non-performance, in whole or in part, of its obligations under the Contract directly or indirectly resulting from causes beyond the control of either the Company or its suppliers including, but not limited by reference to, acts of God, acts of the Purchaser or third part, adverse weather, breakdown or failure of plant or machinery, civil disturbance, delay in delivery to the Company or the Company’s suppliers, delay on the part of the sub-contractor, embargoes, explosions, fire, flood, government regulations, hostilities, impact, industrial action, late receipt of the Purchaser’s specification or other necessary information, sabotage, shortage of labour, shortage of any services, products and/or materials or strikes.  If the Contract shall become impossible or performance or shall be otherwise frustrated the Purchaser shall be liable to pay to the Company all costs which the Company shall have incurred directly or indirectly and any pre-payments which may have been made to the Company under the contract shall be applied towards satisfaction of such sum.

ARBITRATION

If at any time any question, dispute or difference whatsoever shall arise between the Purchaser and the Company upon or in relation to or in connection with any Contract which is subject to these terms and conditions either party may give to the other notice in writing of the existence of such a question, dispute or difference and the Company reserves the right as to whether or not the same shall be referred to the arbitration of a person to be mutually agreed upon.  Any submission shall be deemed to be a submission within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof.

LEGAL CONSTRUCTION

Any contract entered into between the Company and the Purchaser shall in all respects be construed and operate according to the laws of England and subject in the jurisdiction of the English Courts.