Page 311 - UK Standard Products Catalogue 2018_23.10.18

ANX
Annex

7.4 Until such time as the property in the Goods passes to the Buyer (and 8.9 The Seller shall not be liable to the Buyer nor be deemed to be in
regardless of whether or not the Goods have been erected), the Seller shall breach of the Contract by reason of any delay in performing, or any failure to
be entitled at any time to require the Buyer to deliver up the Goods to the perform, any of the Seller’s obligations in relation to the Goods, if the delay
Seller and, if the Buyer fails to do so forthwith, to enter upon any premises or failure was due to any cause beyond the Seller’s reasonable control.
of the Buyer or any third party where the Goods are located and repossess Without prejudice to the generality of the foregoing, the following shall be
the Goods. regarded as causes beyond the Seller’s reasonable control: strikes lock
outs, breakdown of plant, fire, the elements, Act of God, and war.
8.1 Save as provided in these Conditions, all conditions, warranties or other 8.10 Except in respect of death or personal injury caused by the Seller’s
terms implied by statute, common law, custom of the trade or otherwise, are negligence, the Seller shall not be liable to the Buyer for any indirect, special
hereby excluded to the fullest extent permitted by law. or consequential loss or damage (whether for loss of profit or otherwise),
8.2 Subject to the provisions of this clause 8, the Seller warrants that or other claims for compensation whatsoever (whether caused by the
on delivery of the Goods or on notification to the Buyer of the Seller’s negligence of the Seller or otherwise) which arise out of or in connection
willingness to deliver the Goods pursuant to clause 6.4 and for a period of with the supply of the Goods or their use or resale, and the entire liability
six (6) months from such date of delivery or notification the Goods will be of the Seller under or in connection with the Contract shall not exceed the
free from defects in materials and workmanship. price of the Goods, except as expressly provided in these Conditions.
8.3 The Seller will not be held liable for any breach of the warranty in clause
8.2 unless: 9.1 Except as expressly provided for under clause 8 and in the absence of
8.3.1 The Buyer has given the Seller specific written notice of any such prior agreement between the Seller and the Buyer to the contrary, the Buyer
alleged defect within seven (7) days of the date of delivery or (where the shall not be entitled to return any Goods. Where non-defective Goods are
defect was not apparent on reasonable inspection) within fourteen (14) returned by agreement between the Buyer and the Seller, a credit note will
days of the date when the Buyer discovers or ought reasonably to have be issued by the Seller after the returned Goods have been received at the
discovered the defect; and latter’s works and have been checked. All transport costs to and from the
8.3.2 The Seller has been afforded a reasonable opportunity of inspecting Seller’s works and other place of business including handling, packing and
the Goods in question for the purpose of examining the nature and extent other like charges shall remain the sole responsibility of the Buyer and shall
of the alleged defect. include the cost of reconditioning except where this is covered under the
8.4 The Seller’s liability hereunder shall be limited exclusively to repair of or, Seller’s warranty contained in clause 8 hereof.
at the Seller’s option, replacement of the defective Goods which shall be
sent carriage paid to the Seller’s factory at Dukesway, Teesside Industrial 10.1 The Seller shall be entitled, without prejudice to any other right or
Estate, Thornaby, and Cleveland or to such other place designated by the remedy available to the Seller, either to terminate wholly or in part any or
Seller on receipt of notice under clause 8.3. every Contract between itself and the Buyer or to suspend any further
8.5 Once in the Seller’s hands the defective Goods may be modified at deliveries there under on the happening of any one of the following events:
the Seller’s option so as to ensure compliance with the warranty and, if 10.1.1 If the Buyer has failed to take delivery of the goods from the Seller
replaced, the defective Goods shall become the property of the Seller. otherwise than in accordance with the Contract;
Replacement or repair of defective Goods shall not in any way extend the 10.1.2 If the Buyer makes any voluntary arrangement with its creditors
warranty period given under clause 8.2. or (being an individual or a firm) becomes bankrupt or (being a company)
8.6 The Seller shall not be liable for any breach of the warranty in clause 8.2 becomes subject to an administration order or goes into liquidation
where and to the extent that the defect arises from the Seller’s conformance (other than for the purposes of amalgamation or reconstruction), or if an
with the Buyer’s specifications, or from the Buyer’s negligence, wilful or encumbrancer takes possession, or a receiver is appointed, of any of the
accidental damage during or after delivery, fair wear and tear, bad handling, property or assets of the Buyer; or
changes made to the Goods by the Buyer or third parties, undue strain placed 10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
on the Goods, unsuitable storage, lack of maintenance, improper installation, 10.1.4 the Seller reasonably apprehends that any of the events mentioned
unusual environmental conditions, or other causes of a like nature. in clause 10.1 is about to occur and notifies the Buyer accordingly.
8.7 If the Contract stipulates test or inspection of the Goods by or on
behalf of the Buyer before delivery, such test and inspection shall be 11.1 The Buyer shall indemnify the Seller against all claims, demands,
made at the Seller’s place of manufacture and shall constitute the Buyer’s damages, penalties, cost, expenses for which the Seller may become
final opportunity of ascertaining that the Goods are in conformity with the liable by reason of the infringement or alleged infringement of third party
Contract. If upon reasonable notice the Buyer does not inspect or test intellectual property rights arising out of the Seller’s performance of the
the Goods or if having done so at the Seller’s place of manufacture, the Contract in accordance with the Buyer’s specifications.
Buyer does not within 7 (seven) days thereafter notify the Seller in writing of
any claim that the Goods are not in conformity with the Contract specifying 12.1 The Seller’s rights shall not be prejudiced or restricted by any indulgence
the matters complained of then the Buyer shall be conclusively deemed as or forbearance extended to the Buyer and no waiver by the Seller in respect of
having accepted the Goods in accordance with the Contract and shall not any breach of the Contract by the Buyer shall operate as a waiver in respect
thereafter be entitled to claim in any way in respect of the Goods. of any subsequent breach of the same or any other provision.
8.8 Where Goods are already covered by an independently audited 12.2 This Contract shall be subject to and construed in accordance with
industry Quality Assurance Scheme under BSI/QAS 5020/304, the Seller the English Law.
reserves the right to charge for the cost and administration of additional in
process inspections.