In these conditions ‘the seller’ means Harpscreen and subsidiary of the seller by which the goods are sold.
All orders are accepted and quotations made on the basis that materials and the goods will be charged at prices ruling at the date of dispatch plus any Government taxes. All prices are quoted strictly net for delivery ex works unless stated in writing.
All drawings, illustrations, descriptions and other information submitted by the seller to the Buyer are approximate only and intended to present a general description and shall remain the property of the seller together with the copyright therein and shall be returned to the seller upon request and shall at all times be treated as confidential. The seller shall not be under any liability for any error contained in or any matter omitted from such drawings, illustrations, descriptions or other information.
4. Quality & Fitness
Whilst the seller will use its best endeavours to supply goods suitable to the buyers requirements all goods are sold by the seller on the express conditions that the seller shall be under no legal liability consequential upon the failure of the goods to perform as specified. Samples are solely to enable the buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. Without prejudice to anything contained herein all specifications shall in any even be subject to the tolerances generally accepted within the trade.
Every effort will be made to fulfil orders from manufacture with Harpscreen. Where this is not possible, supply will be from an alternative approved and recognised source. The seller shall make every attempt to match colour shades, but shall not be liable for variations within or between consignments.
The Buyer shall indemnify the seller against all damages, penalties, costs and expenses to which the seller may become liable as a result of work done in accordance with the buyers specifications on instructions which involves the infringement either by the seller or the buyer of any patent (where applied for or granted) trade mark or secret process.
The buyer shall indemnify the seller in respect of any liability, monetary penalty, or fine in respect of, or in connection with the goods, incurred by the seller under the Health & Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations, orders or directions made there under.
5. Sub Contract
The seller reserves the right to subcontract the fulfilment of the order or any part thereof including installation.
Payment shall be due within 30 days from the date of invoice unless specified otherwise by the seller in writing. The seller reserves the right to suspend performance of or to cancel any contractual obligation to the buyer so long as or when any account of the buyer with the seller is overdue. The time herein mentioned within which the buyer is to pay for the goods shall be of the essence of this contract.
7. Insolvency of Buyers
If the buyer commits an act of bankruptcy or becomes insolvent or makes any composition or arrangement with his or its creditors or being a limited company is placed into liquidation or suffers a receiver to be appointed the seller may without liability or notice and without prejudice to its other rights determine any contract with the buyer who shall bear any loss resulting from a resale of the goods comprised therein.
In respect of all debts from the buyer under this or any other contract the seller shall be entitled to a general lien on all goods and property and apply the proceeds towards such as it deems fit.
b) Point of Delivery
Unless otherwise specifically agreed in writing the point of delivery shall mean the date and time when the goods are either delivered to the purchasers premises or to its agents or collected by the purchaser or delivered to a carrier paid by the company or the purchaser, whichever shall first take place, notwithstanding that the cost of the carriage or part thereof may be subsequently refunded, allowed or charged by the company.
c) Time for Delivery
The company shall endeavour to fulfil orders and make deliveries promptly and in accordance with times quoted, but the company shall not be liable for any loss, damage arising therefrom. Likewise the company shall not be liable for any loss, damage or delay arising from war, act of God, strike, lockout, fire, storm tempest, breakdown, shortage of raw materials, scarcity of labour, government actions, riots, civil commotion, stoppage of machinery or by any cause of circumstances of whatever nature beyond the company’s control and if the company is thereby prevented from fulfilling orders or making deliveries then the company shall be entitled to cancel any such order to terminate entitlement to compensation on the part of the purchaser (and without prejudice to the company’s right to recover all monies due in respect of deliveries already made).
9. Passing of Risk and Title
The risk in the goods shall pass completely to the buyer at the point of delivery, but subject to Clause 10 hereof.
Notwithstanding the passing risk, the property in the goods shall remain in the seller until the buyer has paid all monies owed by it to the seller under this or any other contract.
If any of the goods are processed into, incorporated in, used as materials for, or mixed with other goods or materials prior to such payment the property, but not the risk, in the whole of such other goods or materials shall pass to the seller at the moment of such processing, incorporating, use or admixture and shall remain with the seller until the payment of all such monies as are specified above.
Until such payment is made the buyer shall posses all goods and materials the property in which is vested in the seller by virtue of this clause on a fiduciary basis and if so required by the seller, the buyer shall store such goods and materials at no cost to the seller, in such a way that they clearly the property of the seller, and in such a way as to constitute the buyer the bailee of the goods.
If any payment is overdue the seller may (without prejudice to any of its other rights and remedies) recover and resell any or all of such goods or materials and may enter upon the buyers premises for that purpose.
10. Risk and damage in Transit
From the time of dispatch of the goods from the seller until delivery to the buyer the risk of any loss or damage to or deterioration of the goods from whatever cause shall be borne by the Buyer. If the seller undertakes delivery of the goods it shall not be liable:-
- For any loss, damage, deviation, delay or detention of the goods in the course of transit, or for misdelivery or short delivery unless the buyers give to the seller and to the carrier written notice of the buyers complaint so that such notice is received by the seller and by the carrier within 3 days of receipt of the goods.
- For non-delivery and non-arrival of the whole of any consignment of the goods or of any separate package unless the buyer shall give to the seller and to the carrier a written notice thereof within 14 days of the date of receipt of notification of the dispatch of the goods.
For the purpose of this paragraph notification by fax shall be deemed to be written notice.
11. Buyers Property
All buyers’ property (including materials) received by the seller whether for incorporation in the goods or otherwise shall be held at the Buyers risk as regard loss or damage howsoever arising.
12. Defective Goods
The buyer shall inspect all goods supplied by the seller immediately on delivery and shall within 7 days from such inspection give notice in writing to the seller of any reason whereby he alleges that the goods are not in accordance with the contract. If the buyer shall fail to give such notice, the goods shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for the same accordingly.
The seller will replace at the place of delivery or at its sole and absolute discretion refund the invoiced value of the goods which are proved within 7 days of delivery to be not in accordance with the express terms of the contract but defects in quality, quantity or dimensions of any goods supplied shall not under any circumstances be grounds for the cancellation, termination or repudiation of the contract by the Byer or for a claim in damages. Any testing or inspecting of the goods by the buyer must take place before the goods are utilised in anyway and such use will be deemed to be acceptance of the goods by the buyer replacement of the goods or the refund of the invoice value of goods as above constitute the limit of the sellers liability in respect thereof.
The seller shall not be responsible for the loss of profits or damage or injury of any kind whatsoever to property or persons or animals whether of the buyer or any third party caused by or arising from or attributable whether directly to the erection or use of the goods supplied and whether or not occasioned by reason of the negligence of the seller, its servants or agents.
The buyer shall ensure that goods returned for credit are returned at no cost to the seller packed to prevent damage in transit and protected to prevent deterioration.
13. Force Majeure
The seller shall not in any circumstances be liable for its failure to perform any contract if such failure arises wholly or partly as a result of any of the following:-
Inability to secure labour, materials or supplies or as a result of any act of God, war, riots or civil disturbance, strike, lock out or other dispute, fire, flood, drought or accident, legislation, requisitioning or other act or order by government department, council or other duty constituted authority or of any other cases (whether of the above mentioned classes or not) beyond the sellers control. In such even no liability shall attach to the seller by reason of cancellation of any contract.
14. Variation of Terms
Subject to the foregoing any variation of the terms and conditions of any contract of any contract shall become binding only if confirmed in writing by the seller and the buyer.
15. Property Law
The construction, validity and performance of this contract shall be governed in all respects by the law of Northern Ireland and the customer of the jurisdiction of the Northern Ireland courts.
16. Sellers conditions to prevail
These conditions of sale shall override any terms or conditions sought to be incorporated by the buyer in the contract. In the event of the buyers terms and conditions containing clauses which are inconsistent with or which purport to exclude the sellers conditions, such clauses shall be of no effect and the sellers conditions of sale shall prevail.
17. Health & Safety
Simple precautions must be take to ensure that safety is not endangered when using the seller’s goods and some of the more obvious ones are mentioned below. However, for future details on any particular the buyer should contact the seller.
Woven wire mesh Handle with gloves, taking particular care with pieces and cut edges some materials are springy, so particular care should be taken when unrolling. Allow the outer edges of the roll to expand before running out in the flat.
High tensile screening Use gloves where the screens have to be manhandles, taking particular care to avoid the cropped edges.
Metal Belts Handle with gloves, preferably, taking particular care where fitments are involved to avoid any sharp protuberances. UNDER NO CIRUMSTANCES SHOULD BELTS BE TOUCHED OR HANDLED WHEN IN OPERATION.
Plastics Certain of the sellers products are coated with, or manufactured wholly from plastics. Because plastics are largely organic, they are combustible and their chemical structure and mode of decomposition in fire may increase the amounts of smoke and toxic gases produced, over those given my traditional materials. It is advisable that the buyer consult with its local Fire Officer if plastic materials are to be stored for any length of time, and particularly when used materials are to be disposed of. If any difficulties arise at any time, it is recommended that the buyer should contact the seller immediately.
General In many cases the sellers products are lightly coated with process oil to facilitate manufacture. This should be removed by cleaning in a suitable solvent or degreasing fluid taking care to avoid personal contact. The seller would further draw the buyers attention to relevant BSI Codes of Practise which cover most industrial situations.