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R&J Machinery Terms & Conditions – Machinery Sales

In these conditions ‘The Company’ means R&J Machinery Ltd, and customer means the party buying goods from the company.

We quote for and confirm orders only upon and subject to the following terms and conditions which shall form part of any Contract concluded between the Buyer to the exclusion of any other terms and conditions, except as specified on the face of our Quotation and or Order Confirmation or as otherwise expressly agreed between us and the Buyer in writing.

GENERAL
1. These General Conditions together with any Special Conditions endorsed on or appended to our Confirmation of Order overleaf, shall constitute the entire agreement between us and the Buyer as to the Contract of Sale and shall override any representation, warranty or other statement and any other terms and conditions of whatsoever kind, howsoever formulated, whether written or oral, expressed or implied. Any general or special terms and conditions of purchase proposed by the Buyer shall not become binding on us unless accepted by us in writing and expressly incorporated into our Special Conditions. Whether or not the Buyer shall confirm in writing its acceptance of our General and Special Conditions, the Buyers conduct in performance or purported performance of the Contract shall constitute its unconditional acceptance of our General and Special Conditions.
2. In the event of any conflict between any General and Special Conditions, the Special Conditions shall prevail.
3. No variation of any of our General and/or Special Conditions shall be of any effect unless expressly agreed in writing by us. No waiver or indulgence by us shall prejudice us in the full exercise of our rights and remedies under the Contract.
4. The Buyer may not assign any of its rights or obligations under the Contract without our prior consent in writing.
5. All trade terms used in the Contract shall have the meanings ascribed thereto in the current version of INCOTERMS for the time being in force, which is hereby incorporated into the Contract.
QUOTATIONS
1. Our quotation shall not constitute an offer to sell but merely an invitation to trust. Accordingly, no binding Contract shall be created until the Buyer shall have placed the Order and we shall have issued our written Confirmation of Order.
2. All our quotations are valid for 30 days and subject to the availability of the goods at the date of issue of our Confirmation of Order. Drawings, dimensions and weights quoted must be taken as approximate only and do not form part of the Contract.
3. Orders must be placed for goods as quoted by us. All extras and accessories ordered but not specified in our quotation will be charged for separately as will the costs of all tests, alterations, additions and other work undertaken at the Buyers request.
CHANGES IN SPECIFICATION AND SPECIAL MACHINES
1. We reserve the right to make changes at any time and with or without notice in the materials, dimensions and designs of any of the goods and such changes shall not affect the validity of any Contract relating thereto.
2. Where the Buyer requires goods to be supplied to its own specification, we enter into the Contract on the basis that all drawings or samples of parts to be manufactured for such goods, together with particulars of the intended presentation of parts to the machine and of the tooling to be used, were made available to us prior to the issue of our quotation and that final manufacturing drawings and/or samples and other details will be made available to us within 7 days of the date of our Confirmation of Order. If the Buyer fails to observe these conditions we shall supply the goods in accordance with our standard specifications and shall not be liable
  - for any discrepancy between such specifications and the Buyers requirements or
  - for the machines performance
3. Any problems caused by or in consequence of tooling not having been supplied by us will be the Buyers responsibility.
4. Any changes to the specification of any goods required by the Buyer after the date of our Confirmation of Order shall be subject to our express written approval and may involve extra charges and delay in delivery.
PRICES
1. Unless otherwise stated in the Contract, all prices quoted are on an ex works basis. Packing and carriage costs will be charged as extras for the Buyers account.
2. Our prices are fixed from date of our acceptance of Order. Should any significant fluctuations occur in the cost of labour or material in the course of manufacturing the goods and (where applicable) of alterations in Customs Duties, import charges and any other applicable duties, taxes, levies and charges which may occur between the date of our order acceptance and the date of delivery we reserve the right to notify the Buyer of a necessary change in price.
3. We shall be entitled to adjust the price to take account of any delay on the Buyers part in supplying information required to perform the contract or of any alteration by the Buyer to specifications or other information supplied by the Buyer.
4. Where applicable value Added Tax will be added to the price, determined in accordance with the preceding paragraphs of this Condition, and will be payable by the Buyer.
5. The buyer is responsible for Customs Clearance Charges on entry into the UK. The payment of all UK import duties which will be added to the price quoted on R&J Machinery Ltd sales invoices.
6. The price quoted for machines supplied from outside the UK is based upon the rate of exchange prevailing at the date of the quotation between the Company and it’s supplier. The sales invoice sent by the Company to its customer may be adjusted if the rate of currency exchange has moved since the date of the quote.
PAYMENT
1. Unless otherwise expressly agreed in writing the terms of payment in respect of all sales for delivery within the United Kingdom shall be net cash with order.
2. - The Company shall be entitled to charge interest at the rate of 5% per annum above the National Westminster Bank P.L.C. base rate in force at the date when the invoice is sent to the customer on all overdue payments under or arising from any transaction, sale or other account whatsoever (including the price of any goods of which the Customer has failed to take delivery until the date when they were actually delivered to the Customer or otherwise disposed of.)
  - The Company shall be entitled to suspend or cancel deliveries of goods under this and any other Contract made between the Company and Customer:-
    - (i) If any payment is overdue or
    - (ii) If the Customer has failed to take delivery of any goods.
  - For the purpose of this condition time of the receipt of payment by the Company shall be of the essence of the Contract;
  - The Customer shall make all payments for goods without any deduction whether by way of set-off, counterclaim or otherwise unless such deduction has been agreed in advance with the Company or the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
3. The Buyer shall make all payments without deduction or set-off and, in particular (but without limitation) shall not be entitled to set-off against any monies owed to us under the Contract any monies owed or alleged to be owed by us to the Buyer under the Contract or otherwise howsoever.
4. All items sold by R&J Machinery Ltd remain R&J Machinery Ltd’s property until paid for in full.
  - The title in all goods delivered by the Company will remain vested in the Company and shall not pass to the Customer until the Customer has paid in full to the Company all sums owing by the Customer to the Company under or arising from any contract transaction sale or account whatsoever;
  - Until payment has been made in accordance with (a) above:-
    - (i) The Customer will so keep the goods that they are identified as the property of the Company;
    - (ii) The Customer shall not exchange or barter the goods or the final product in any way whatsoever;
    - (iii) The Customer and not the Company shall be liable for any breach of Contract, warranty or misrepresentation made by the Customer in respect of any dealings with the Company and the customer shall keep the Company fully and completely indemnified thereof;
    - (iv) Upon request the Customer shall assign forthwith to the Company if necessary by Deed of Assignment the benefit of any agreement whether written or oral under which the goods and/or the final product have been sold including but not limited to any claim for the sale price thereof. Upon such assignment the Company shall be entitled to pursue any remedy open to the Customer and shall be entitled to retain any sum or property recovered as payment for any sum owing to the Company by the Customer;
    - (v) The Customer shall return any goods title to which remains with the Company on request at any time by the Company and in default the Company shall be entitled to enter upon the Customer’s premises and take possession of any goods supplied to the Customer by the Company and/or the final product;
  - Upon the happening of any act whatsoever of the commencement of any proceedings which could lead to the bankruptcy liquidation or the appointment of a receiver or manager of the Customer all sums in respect of goods delivered by the Company to the Customer or arising from or under any transaction sale or account whatsoever shall become due immediately
  - Nothing in this Condition 12 shall change the Customer’s obligation to pay for the goods.
TIME OF DELIVERY AND/OR INSTALLATION
1. Whilst we will use all reasonable endeavours to comply with quoted dates for delivery and/or installation, we shall not be liable for nor be required to indemnify the Buyer against any loss, damage, injury or expense, either direct or indirect and including but not limited to loss of profit or liability to third parties, suffered or incurred by the Buyer by reason of late delivery and/or installation of the goods from whatsoever cause such late delivery and/or installation may arise.
2. Any times quoted by us for delivery and/or installation are approximate only and are to be computed from the date on which both the following conditions are satisfied: a) we have despatched our Confirmation of Order to the Buyer and b) we have in our possession all the information which we require to enable us to perform the Contract.
3. Without prejudice to the generality of the foregoing, we shall be in no way liable for any loss or damage of any kind caused by or resulting from inability to deliver or delay in delivery arising from any circumstances beyond our control, including in particular, but without limitation; war (whether declared or not), warlike hostilities or armed conflict (whether internal or international), insurrection, riot, civil commotion, rebellion, flood, storm, tidal wave, peril of sea , earthquake, fire, ice, lightning, or any other similar or dissimilar natural phenomenon or Act of God, explosion, strike, lock-out, labour dispute, embargo, blockade, breakdown or prevention of working of machinery, unavailability, loss, delay, detention or interruption of a carrying vessel or any other similar or dissimilar means of transportation, delay in loading or discharging material, requirements or regulation of any governmental or quasi-governmental or public or statutory authority or any state, city, municipal or other local authority or political sub-division, prohibition of export or import, non-availability of export or import licence, cancellation or suspension or other no-performance (except if caused by our unjustifiable act or omission) of any contract on which we depend for fulfilment of the Contract of Sale, accident, or any other similar or dissimilar circumstance (including any circumstance affecting the availability of any raw material required for production of the goods) whatsoever, wheresoever and howsoever preventing or hindering delivery of the goods.
4. In the event of our inability to effect delivery by reason of any of the above mentioned circumstances, we shall be at liberty by notice in writing to the Buyer to postpone delivery or at our option, to terminate the Contract of Sale in whole or as to any unfulfilled part thereof, in which event our liability shall absolutely cease and determine. Any delivery thus postponed shall, if we so require, be accepted by the Buyer at the same terms and conditions as are specified in the Contract of Sale, such resumption of delivery to commence within a reasonable time after the service of notice in writing by us on the Buyer.
5. If by reason of any of the above mentioned circumstances we do not have or are unable to obtain sufficient available supplies of the goods to enable us to fulfil all our contracts, we may allocate our available supplies amongst any or all purchasers on such basis as we deem fair and practical, without any liability for failure to comply with the provisions of the Contract of Sale.
6. Any duly authenticated certificate issued by any recognised Chamber of Commerce in any country in which the above mentioned circumstances occurred shall be accepted by the Buyer as conclusive proof of the occurrence and duration of such circumstances.
7. Spare parts Returns – returns may / may not be eligible for credit. We reserve the right to charge a 20 percent re-stocking charge for parts accepted as returnable. Any parts fitted to a machine are not returnable. Parts must be in ‘as new’ condition and in perfect working order to be considered for return. Parts maybe tested in our factory to see if they are ok for return. Any delivery charges are not creditable:
  Non-stock items - No return accepted.
  Items not installed by a R&J Machinery Certified Engineer may not be covered by warranty, and once installed are not returnable.
SECOND HAND MACHINES / USED
1. May not comply with the Health & Safety at Work Act 1974 or any other Act or Acts or Regulations there under governing the use of that plant machine or equipment in a working environment. The Customer must ensure prior to use that any such piece of plant, machine or equipment does not contravene any such relevant Act or Regulation. In the case of exported machines, it is the responsibility of the Customer to ensure that local Acts and Regulations are complied with.
SPECIAL TERMS OF SALE
1. Any machine sold in ‘existing condition’ or ‘as seen’ will be supplied without any guarantee as to function, condition or fitness for the purpose either expressed or implied. The Customer shall carry out a risk assessment to ensure that the machine is safe and without risk to health and safety and this undertaking shall have the effect of relieving the Company of any liability thereto.
2. If a Customer supplies samples for testing by R&J Machinery Ltd for suitability of performance of a machine being sold the Customer warrants that the samples are representative of the whole range of products the Customer intends to process on that machine. Failure of the machine to process products of the Customer not shown to R&J Machinery Ltd will not be covered by any warranty provided by R&J Machinery Ltd and not invalidate the contract of sale.
GUARANTEES
1. New machines for which the Company acts as a factor the Company gives no guarantee in respect of said goods but shall assign to the Customer any right which it may have from the manufacturer. The rights of the Customer shall be limited to the acceptance of any guarantee issued by the manufacturer of the goods to any purchaser thereof.
2. Goods sold by the Company which were purchased by the Company, the Company gives no guarantee in respect of goods which are offered for sale ‘as seen’ or ‘as purchased by us’ or other similar expressions. In all cases the Customer has the right to inspect the goods before delivery/sale in order to examine the goods for suitability of the Customer’s intended use of the goods. If the Customer fails to carry out such inspection for whatever reason it will be deemed that the Customer has carried out such an inspection.
3. Please also see condition 10 warranties.
WARRANTIES
1. New machines will come with a 12 month manufacturers warranty which the Company will if needed assign to the Customer.
2. Used machines will come with a 3 month ‘parts only’ warranty excluding consumables parts and wear and tear items provided by the Company.
DISCLAIMER OF WARRANTIES & LIMITATIONS OF REMEDIES
1. Other than warranties contained in the terms and conditions the Company makes no warranties express or implied. Any implied warranty of manufacturable quality or fitness of purpose which exceeds the provisions or terms and conditions in hereby disclaimed.
2. The Company under no circumstances be liable for consequential loss however caused. The Company’s liability for an non performance of any order be limited to the value of the goods for which the claim relates.
3. Nothing contained in these conditions shall be constituted as an attempt to limit the liability of the Company for the death or personal injury to any person caused by the Company’s negligence or the negligence of any other reason for which the Company is vicariously liable.
4. Any machine sold in ‘existing condition’ or ‘as seen’ will be supplied without any guarantee as to function condition or fitness for purpose. The Customer shall carry out a risk assessment to ensure the machine is safe and without risk to the health and safety of and their undertaking shall have the effect of relieving the Company of any liability thereto.
TRANSFER OF RISK
1. All goods cease to be at the risk of the Company when the Customer is notified that they are ready for collection from the Company’s premises or (if no such notification is given) when the goods leave the Company’s premises; thereafter all goods shall be at risk of the Customer, who shall insure such goods to their full value to the satisfaction of the Company. When goods are dispatched direct to the Customer from somewhere other than the premises of the Company the goods shall be at the risk of the Customer from the moment of despatch. For the avoidance of doubt the Company shall not be liable if any goods which have been dispatched are damaged whilst in transit or are not delivered.
INDEMNITY
1. The Customer shall fully and completely indemnify the Company and any officer, employee, agent or representative of the Company in respect of all claims (including but not limited to those in which negligence or breach of statutory duty is alleged against the Company its servants or agents) for any death or injury to any person or damage to any property or any loss whatsoever caused by arising out of or in connection with the design, manufacture, erection, installation or use of any goods designed, manufactured, imported, erected, installed or supplied by the Company or upon which the Company has carried out work and in respects of costs and charges with any such claims.
SAFETY
1. The Customer shall, in compliance with all applicable laws, ensure that the goods are operated properly and in accordance with the Company’s (or where appropriate relevant manufacturer’s) instructions by suitably qualified/experienced persons only.
FORCE MAEJEURE
1. The Company shall not be liable for any loss, delay, damage or expense whatsoever due to any cause beyond its control including (without prejudice to the generality of the foregoing expression) acts of government including any regulations of the European Economic Community, acts of war, civil war, strikes, lockouts, labour disputes, riots, civil commotion, fire, lightening, aircraft, explosion, flooding, act of God, force maejeure, illegality, breakdown, accident, theft.
2. If such period of delay extends beyond a period of 3 months then the Company shall in its absolute discretion be entitled to withhold, suspend or cancel all or in part the delivery of any the goods. The Customer should be liable to pay:
  - In respect of the goods already delivered and not paid for such amounts as may be determined by the Company to be a rateable proportion of the total contract price;
  - The cost of manufacturing or adapting to the Customer’s design or specification of any goods already manufactured or adapted for which there is no other market readily available to the Company at contract price.
3. A written certificate from the Company showing that rateable proportion being conclusive evidence to the amount of such proportion.