Official UK distributor for Continental Hydraulics
TERMS AND CONDITIONS OF SALE
1. TERMS AND FORMATION CONTRACT
Only these printed conditions together with any written
amendments and/or alterations authorised by the Company shall
apply to the contract for the sale of goods specified on our
invoice. In particular no statement in any quotation shall
form part of the contract unless specifically included. Quotations
given by the Company are not offers capable of acceptance
by the purchaser.
Illustrations, descriptions and weights given in any of
the Company's catalogues and statements (written or oral)
made by any representative of the Company are provided to
give purchasers an approximate picture or description of the
article concerned and do not form the basis of any contractual
liability. No warranty or condition that the article shall
accord with such illustration description or statement is
to be implied and any warranty or condition capable of arising
is hereby expressly excluded. Designs are subject to alteration
Orders will be charged out at prices and will be subject
to discount rates (if any) current at time of delivery. All
prices are subject to Value Added Tax and any other government
duty or tax applicable. Unless otherwise stated in writing
all prices stated are ex-factory and the purchaser shall be
charged extra with packaging and delivery costs (if any).
Any extra costs incurred by the Company on account of delays,
interruptions or suspension of work due to the purchaser's
failure to supply information or to default on the part of
the purchaser shall be added to the contract price.
Credit accounts may only be opened at the Company's discretion
and subject to satisfactory references being given. Where
no credit account exists, payment must be sent with order.
Credit accounts shall be settled within 30 days after the
month of despatch.
Non payment on or before the due date (time being of the
essence) shall entitle the Company, without prejudice to any
other rights, to:
Suspend any further delivery of goods whether under this
contract or any other.
To repossess the goods (the purchaser granting the Company
all necessary access) and
To receive interest at the rate of 4% above (Nat West
Bank Ltd.) base rate for the time being on the unpaid balance,
whether before or after any judgement.
The purchaser shall not be entitled to delay payment of the
price or any part thereof on the grounds that it has a claim
or set-off against the Company.
Delivery dates as given shall mean ex factory and shall
date from despatch of the Company's acceptance of the purchaser's
order or receipt by the Company of all necessary information
to enable the Company to commence work. Whichever is the latter.
All delivery dates are approximate only and whilst every
reasonable effort will be made to keep the given delivery
dates, the Company shall be under no liability whatever if
for any reason beyond the Company's immediate control delivery
is delayed. In particular, the Company does not accept liability
for any direct or indirect loss arising from delayed delivery
in those circumstances.
If the purchaser is unwilling or unable to accept delivery
at the premises stated on the order the Company shall have
the right, in addition to any other rights granted by these
conditions, to make a storage charge for goods not so delivered
and also to recover from the purchaser all transport and handling
6. SHORTAGES, DAMAGE AND NON-DELIVERY
The purchaser shall advise the Company of shortages of delivery
or damage to goods within 24 hours of delivery, specifying
the shortage or damage and provided that the delivery note
is marked "unexamined". In no case will the purchaser
be entitled to reject the goods on the ground of shortage.
The Company shall not be liable for non-delivery of the whole
consignment unless the purchaser notifies the Company of such
within 10 days of receipt by the purchaser of the Company's
Where goods have been consigned by an outside carrier, the
purchaser shall comply in all respects with the carrier's
conditions for notifying claims.
Goods which are the subject of a complaint should be returned
carriage paid to the Company and must be accompanied by full
details of the complaint.
The risk in goods supplied shall pass to the purchaser upon
collection or despatch from the Company's premises. Where
the purchaser refuses to accept delivery, goods shall nevertheless
thereafter be at the purchaser's risk.
The title in all goods supplied by the Company shall remain
in the Company until payment for those goods has been made
in full. In case of instalment deliveries, no title in any
goods supplied pursuant to that order shall pass until payment
has been made in full for that order. The purchaser shall
be free to sell any goods in the ordinary course of its business
so as to pass good title to any third party, provided always
that claims for proceeds from such resale shall be deemed
to be assigned to the Company. Proceeds from such re-sales
received by the purchaser shall be held by it on trust for
the Company to the extent necessary to effect full payment
to the Company and the purchaser shall if required by the
Company immediately upon such resale notify the Company with
full details of such resale. Furthermore, the Company shall
be entitled to notify the ultimate purchaser that such resale
price is to be paid direct to the Company. Until the full
purchase price has been paid, goods remaining in the purchaser's
possession shall be held by the purchaser as bailee and in
fiduciary capacity for the Company which shall be entitled
to terminate such bailment and the purchaser hereby grants
the Company the irrevocable licence to enter upon the purchaser's
premises to recover the whole or part of the goods, which
in the meantime shall be stored in such a way as to clearly
identify them as being the Company's property.
The purchaser has responsibility to satisfy itself that
the goods are suitable in all respects for the purchaser's
purpose and the purchaser shall inform the Company in writing
of any special circumstances or conditions affecting or liable
to affect the use or performance of the goods. The Company
shall be entitled to deliver and charge for goods supplied
within the usual production tolerances.
10. CONSUMER PROTECTION ACT 1987
The purchaser shall indemnify the Company and keep the Company
fully effectively indemnified against any and all liability,
loss, costs, expenses, claims or proceedings whatsoever (including
any liability of the Company to any third party whether for
loss of or damage to property or injury to or death of any
person) arising out of or in consequence of or in respect
of the manufacture of the goods or any part of the goods or
the application of any process to the goods or any part of
the goods in accordance with or in compliance with any specification
submitted by or any instruction given by or any design of
11. INTELLECTUAL PROPERTY RIGHTS
Any specifications, plans, drawings or designs supplied
to the Company by the purchaser in connection with the contract
shall remain the property of the purchaser and shall be treated
as confidential by the Company, provided always that the purchaser
shall indemnify the Company against all damages, penalties,
costs, and expenses arising out of infringement or alleged
infringements of any intellectual property rights as a result
of any work carried out in accordance with the purchaser's
specification and instructions.
Whilst every reasonable endeavour has been made by the Company
to avoid infringement of third party rights, no presentation
or warranty is made to the purchaser that goods supplied pursuant
to this contract do not infringe the intellectual property
rights of any third party.
12. LIMITS OF SELLER'S LIABILITY AND WARRANTY
In the event of defects arising as a consequence of faulty
design, workmanship or materials and being notified in writing
to the seller within 6 months of delivery of the goods,
then subject to the provisions of this clause, the seller
undertakes to replace or rectify the same free of charge
so long as the goods or part thereof are returned carriage
paid to the seller or his authorised agent. If no such notice
as aforesaid is received by the seller or the goods are
not rejected by the buyer within 6 months of delivery of
the goods then the buyer shall be deemed to have accepted
the goods. Alternatively and at the discretion of the seller
or of his duly authorised agent an engineer may be sent
to the goods and the cost of such visit may at the discretion
of the seller be charged to the buyer at the rate applicable
at the time. This warranty shall not apply if:
The goods have been incorrectly installed
The goods have been modified or tampered with in any
The goods have been repaired other than by the seller
or his duly authorised agents
The goods have been misused
The goods have been operated without observance of
the instructions or information contained in operating
instructions booklet or similar documents issued by
the seller from time to time.
In respect of goods not of the seller's manufacture supplied
with or as part of the goods these items are subject to
such terms and conditions of warranty as may be offered
in respect of them by separate manufacturers.
If on examination the equipment is found to be free from
defect the buyer shall be liable for all costs involved
in connection with the inspection.
13. TERMINATION AND SUSPENSION
The Company reserves the right by written notice to suspend
or cancel any order or part of any order:-
If compelled to do so by reasons beyond the Company's
reasonable control including but not limited to strikes,
lockouts, accidents, breakdown of plant or machinery or
shortage or unavailability of raw material or components
(imported or otherwise) from normal sources of routes of
In the event of failure by the purchaser to comply with
any of its obligations under this contract: or
If the Company is reasonably of the opinion that the
purchaser (being an individual) is not in a position to
meet his commitments to the Company or (being a limited
company) enters into liquidation whether compulsorily or
voluntarily (otherwise than for the purpose of amalgamation
or reconstruction) or compounds with its creditors or has
a receiver or manager appointed in respect of all or any
part of its assets or is the subject of an application for
an administration order or is the subject of any proposal
under Part 1 of the Insolvency Act 1986 for a composition
in satisfaction of its debts or if it carries out or undergoes
any analogous act or proceeding under foreign law.
Any such suspension of delivery or termination of the contract
by the Company shall be without prejudice to any rights which
the Company may have against the purchaser.
The Company reserves the right to refuse purported cancellation
of any order or any part thereof and to demand full payment
of the price for the same, although the Company may at its
sole discretion accept any cancellation upon such terms, as
it thinks fit.
15. SUB-CONTRACTING/ ASSIGNMENT
The Company reserves the right to sub-contract the whole
or any part of this Contract, the benefit of which may not
be assigned without prior written consent of the Company
16. EXPORT ORDERS
Except where the contract otherwise requires these conditions
shall apply to export contracts and prices quoted shall be
ex-factory and all payments shall be made in sterling as directed
by the Company.
All notices relating to goods supplied under these Conditions
shall be in writing and may be delivered by hand or sent by
pre-paid registered mail or by telex or facsimile to the addressee
as its address shown in the Contract or its last known business
address as subsequently notified to the sender.
In these conditions, reference to the Company shall mean
CONTINENTAL HYDRAULICS UK LIMITED. Reference to the purchaser
shall include any individual, firm, company or corporation
contracting with the Company.
19. PROPER LAW
This contract shall in all respects be construed and will
operate as an English contract in conformity with English
Law and the parties thereto submit to the jurisdiction of
the English Courts. The interpretation of the English edition
shall prevail over any translation.