Terms & Conditions

AE INDUSTRIAL & AIR EQUIPMENT LTD. (HEREINAFTER REFERRED TO AS “THE COMPANY”)

The Company accepts orders and carries out contracts only on the terms and conditions hereinafter stated and the placing by the customer of any order with the Company is deemed to be an acceptance by the customer of these terms and conditions unless the contrary is stated in writing to the Company at the time when the order is received by the Company and written acceptance of any variation or amendment to these terms and conditions on the Company's behalf is sent by the Company to the customer within seven days of receipt of the order. No officer or servant or agent of the Company has authority to vary these Terms and Conditions or to contract on any other terms except with the written consent of the Company. The conditions of the R.I.B.A. Standard Form of Contract are not recognised by the Company and are expressly excluded.

All contracts shall be governed by English Law and the English courts will have sole jurisdiction in any dispute.

Clauses 1 - 18 inclusive apply to all Contracts.

Clauses 19 & 20 apply to Contracts which are exclusive of installation and erection when Clauses 21 - 25 inclusive will not apply.

Clauses 21 - 25 inclusive apply to Contracts inclusive of installation and erection when Clauses 19 & 20 will not apply.

PRICES

  1. Prices are omitted from the catalogues of the Company because of continual changes. Goods will be invoiced at the price ruling on the date of despatch. Quotations are given at current prices but may be subject to alteration in accordance with prices ruling at date of despatch. Whilst every care has been taken in compiling catalogues the Company cannot accept liability for any error or omissions. No liability is accepted for any mistakes in the quotation of prices or for any consequences of such mistakes. All prices quoted are exclusive of V.A.T. unless specifically stated otherwise.

GUARANTEES

  1. The customer shall accept goods supplied by the Company at his own risk as to their quality, condition or fitness for any purpose. Any description of the said goods given by the Company shall not constitute this a contract of sale by description. No guarantee or warranty is given by the Company as to the quality, state, condition or fitness of the goods which must be taken by the buyer with all faults and imperfections, but the customer will be entitled to the benefit of any guarantee as to their quality, state, condition or fitness given by the manufacturer of the goods. The Company excludes all liability, however, arising for any loss or damage caused by or arising from goods supplied by the Company whether the same is caused to or is suffered by the customer or any third party. Without accepting any legal liability, the Company will use its best endeavours to protect the interests of its customers by representations to the manufacturers or suppliers to implement in favour of the Company's customers or as they may direct any guarantee given by the manufacturers or suppliers concerned in respect of the goods in question. No guarantee, warranty, condition, description or representation on the part of the manufacturer or supplier of the Company or its servants or agents is given or implied by these terms or has been given or is to be implied from anything said or written in the negotiations between the parties or their representatives prior to entering into an agreement, and any statutory or other warranty, condition, description or representation expressed or implied as to the said quality or fitness of these goods subject to these terms is hereby expressly excluded so far as the law allows

ORDER QUANTITIES

  1. The Company reserves the right to deliver and charge for up to 10% more or less than the quantity ordered, or the minimum package suppliede by the manufacturer

SPECIFICATION

  1. When goods are ordered it is the responsibilty of the customer to contact the following to ensure that specifications meet the requirements of the Inspectorate in the customer's area:-

Local District Inspector of Factories including Local Electrical Inspector of Factories

Local Chief Fire Officer

The Company does not anticipate that there will be much variation between the Company's specification and that required by the customer's local inspectorate, but the Company draws the customer's attention to this matter as any alterations requested by the inspectors might result in an increase of price above that quoted or listed

CARRIAGE AND DELIVERY

  1. All Prices quoted are "EX WORKS" and the Company reserves the right to charge carriage as an extra. Every effort is made to adhere to delivery dates where quoted but the Company cannot be responsible for loss or damage arising through failure to deliver on the due date. Unless otherwise agreed, risk to, loss of, or damage to or deterioration of the goods shall be the sole responsibility of the customer when the goods are despatched from the Company's premises or from any other place. Where the price quoted includes delivery other than from the Company's warehouses, the method of carriage will be at the Company's sole discretion. Unless otherwise specified, the Company shall not be responsible for off-loading. No liability is accepted by the Company arising from the mis-delivery of goods to an address other than that of the customer, or to a temporary or accommodation address. The title to goods shall not pass to the customer until such time as the goods shall have been paid for in full TITLE

6 a) Goods supplied by the Company to the Purchaser shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the full price of the goods set out in the invoice delivered to the Purchaser in respect of the goods

b) i) the risk in the goods shall pass to the customer when:-

A) the goods leave the Company's premises ; OR

B) the Company renders an invoice in respect of the goods whichever is the earlier date

ii) from the date on which the risk in the goods passes in accordance with sub-clause b(i) above until the date when property passes in accordance with sub-clause (a) the customer shall insure the goods to their full value against all insurable risks with a reputable insurance company and shall produce to the Company if demanded evidence to the satisfaction of the Company that such insurance has been effected

c)ThecustomerirrevocablyauthorisestheCompanybyitsagentsorservantstoenteranyofthecustomer'spremises(usingreasonableforcetodosoifnecessary)forthepurposeofsearchingfor,examining,markingorremovinganygoodswhichhavebeensuppliedbytheCompanytothecustomerbuthave have not been paid for

CONSEQUENTIAL LOSS

  1. UnlesspreviouslyagreedbytheCompanyinwriting,theCompanyacceptnoresponsibiltyforanylosses,chargesorcostswhichthecustomermayincurasaresultofthefailureofanygoodssuppliedand/orfittedorbythefailureofthemanufacturetoremedyanydefectunderhisguaranteeorforanyother reason

PACKING

  1. Packingmaterialswhicharemarked"Returnable"oninvoiceandhavebeenchargedfor,willbecreditedinfullonlyifreturnedingoodcondition,carriagepaid,within14daysfromdateofreceiptofourinvoice.Returnablepackingnotchargedforattimeofdespatchwillbeinvoicedinfullifnotreturnedin good condition, carriage paid, within 28 days of being supplied

DAMAGE IN TRANSIT AND SHORTAGES

  1. Anybreakages,damages or short falls must be notified in writing and within 3 days of receipt of goods to the Company and to any other carriers involved otherwise no liability can be accepted. Damaged goods and packing materials must be retained for carrier's inspection and the Company cannot be held responsible for any loss resulting from the customer's failure to comply with the Company's requirements or the requirements of both public and private shippers and carrier sand Post Office regulations. All claims must quote advice note or invoice number. Non-delivery of the whole consignment must be notified to the Company in writing in the manner specified from time to time on the Company's standard form of invoice

RETURNS

The Company disclaims liability for goods returned without the written consent of the Company. Any goods approved for return must be advised in writing quoting the Company's advice note or invoice number. The Company also disclaims liabilty for any returns whilst intransit to the Company. The Company reserves the right to levy a handling charge on any goods returned.

REPAIRS

  1. Every care is taken of customers' property sent to the Company for repair but the Company cannot accept liabilty for any breakages or damage which may arise intransit for the purpose of or during the course of repair. The Company will endeavour to carry out repairs on its premises or on the customer's premises as expeditiously as possibe, but accepts no liability what so ever for any delay in carrying out such repairs or any losses or costs which may be incurred by the customer as a result of any delay. Any article returned for repair under guarantee should be consigned to the Company carriage paid and duly advised. In addition to any right of lien to which the Company may by law been titled, the Company shall in the event of the customer's insolvency been titled to a genaral lien of all goods of the customer in the possession of the Company (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold or delivered to the customer by the Company under the same or any other contract, or for repair, and not with standing that credit has previously been given for the payment of the price of the said goods the Company shall be entitled to retain possession there of until payment is made

CREDIT ACCOUNTS

  1. ThesewillonlybeopenedsubjecttoTradereferencesandoneBanker'sreferencebeinggiventothesatisfactionoftheCompany.TheCompanyreservestherighttowithdrawcreditaccountswithoutnoticeandwithoutassigninganyreasonandtoaskforpaymentinadvanceoragainstdeliveryentirelyasthe Company in its absolute discretion thinks fit

PAYMENT

  1. SalesinvoicesonCustomerLedgeraccountsapprovedbytheCompanyare,unlessotherwisestatedontheinvoiceortheCompany'stender,dueforpaymentonorbeforethelastdayofthemonthfollowingthatinwhichtheinvoiceisdated.Thetimehereinbeforementioned,unlessvariedbyanyothertimestatedonanyinvoice,statementofaccount,letterorotherdocument,withinwhichthecustomeristopayforthegoods,shallbeoftheessenceofthecontract.Intheeventofpaymentnotbeingreceivedbytheduedate,theCompanyreservestherighttochargeinterestonmoneyoverdue,torefusecancellation of any orders placed, to suspend deliveries of outstanding material and to terminate any contract with the same customer The customer shall no be entitled :- a) to withhold payment of any amount payable pursuant to this contract because of any disputed claim of the customer in respect of defective goods or workmanship or any other alleged breach of contract OR b) to set off against any amounts payable pursuant to the contract any monies which are not then presently payable by the Company or for which the Company disputes liability

STORAGE

  1. If the company does not receive farwarding instructions within seven days after date of notification that the goods are ready for despatch, the customer shall take delivery or arrange and pay for storage. The Company are prepared, however, if storage facilities permit to store the goods making a reasonable charge per week until the goods are despatched and the goods shall be paid for as if they had been notified as ready for despatch. Any charges for storage or demurrage after despatch must be paid for by the customer

ORDERS

  1. Wriiten confirmation of telephoned orders should be clearly marked as such, otherwise the customer must accept liabilty should the order be duplicated. The Company reserves the right to apply a minimum invoice charge on any order or such other surcharge as the Company may from time to time decide

CANCELLATIONS

  1. GoodsorderedcannotbecancelledwithoutthewrittenagreementoftheCompany.RequestsforcancellationofordersplacedwiththeCompanymustbeinwriting(telephonecancellationswillnotbeaccepted).TheCompanyreservestherighttolevycancellationchargesandtorecoverfromthecustomerany charges and or costs which the Company incurs as a result of accepting any cancellation

HIRING

  1. All mercandise supplied to the customer "ON HIRE" will be subject to the Company's Terms and Conditions of Hire

FORCE MAJEURE

  1. TheCompanywillbeexcusedfromliabiltyifperformanceofthecontractispreventedorhinderedbyactofGod,war,Governmentcontrol,restrictionorprohibitionoranyotherGovernmentactoromissionwhetherlocalornational,fire,accident,strike,lockoutoranyothercausewhatsoeverbeyondtheCompany's control, and shall not be liable for any loss or damage resulting to the customer from any such circumstances

SUSPENSION OF ORDERS

  1. In the event of suspension of orders by instructions or lack of instructions from the customer, the price shall be increased to cover any extra expense thereby incurred by the Company

DELIVERY DATES

  1. ThetimesgivenfordeliveryaretocommencefromthedateofreceiptbytheCompanyofawrittenordertoproceedaccompaniedbytheappropriatepaymentwithorderifapplicableandofreceivingallthenecessaryinformationand,ifappropriate,drawingstoenabletheCompanytoputtheworkinhand. The Company will use its best endeavours to meet the dates given but will accept no liability of any kind for failure so to do

SUSPENSION OF WORK

  1. In the event of suspension of work by instructions or lack of instructions from the customer, the price shall be increased to cover any extra expense thereby incurred by the Company

COMPLETION AND LIABILITY FOR DELAY

  1. ThetimesgivenfordeliveryandcompletionaretocommencefromthedateofreceiptbytheCompanyofawrittenordertoproceedaccompaniedbytheappropriatepaymentwithordersifapplicableandofreceivingallthenecessaryinformationandapprovalofdrawingstoenabletheCompanytoputtheworkinhand.TheCompanywilluseitsbestendeavourstomeetthedatesgiven,butwillacceptnoliabiltyofanykindforfailuretodosounlessaguaranteeinwritingshallhavebeengiventothecustomertocompletewithinaspecifiedtime.IftheCompanyfailstocompletewithinthetimeguaranteedoranyagreedextensionthereof,andthecustomershallhavesufferedlossbythedelay,theCompanywillagreetoallowadeductionfromthecontractpriceasliquidatedandagreeddamagesandnotasapenalty,ofasumnotexceedinginanycaseone-half-of-onepercentperweekreckonedonthecontractvalueofsuchportiononlyofthegoodswhichcannotbyreasonoftheCompany'sdelaybeusedcommerciallydurinheymaydirectanyguaranteegivenbythemanufacturersorsuppliersconcernedinrespectofthegoodsinquestion.Noguarantee,warranty,condition,descriptionorrepresentationonthepart of the manufacturer or supplier of the Company or its servants or agents is given or implied by these terms or has been given or is to be implied from anything said or written in the negotiations between the parties or their Shouldcompletionbehinderedordelayedbyextensiontothecontract,deviationsfromthespecification,suspensionoftheworks,oranyactordefaultonthepartofthecustomer,oranycausewhatsoeverbeyondtheCompany'sreasonablecontrol,includingcivilcommotions,strikes,lock-outs,unusualinclemencyofweather,war,fire,accidentsordefectivematerials,andwhethersuchdelayorimpedimentoccurbeforeorafterthetimeforcompletion,thecustomershallgranttheCompanyfromtimetotimesuchextensionoftimeeitherprosectivelyorretrospectivelyasmaybereasonable,andanysuchextension of time shall exonerate the Company from any liability in respect of such delay

INSTALATION AND ERECTION

  1. UnlessotherwisestatedintheCompany'stender,thecustomershallprovidesuitableaccesstoandpossessionofthesite,properfoundationsreadytoreceivetheplantasandwhendelivered,adequatecraneliftingtackleandscaffolding,allotherlabour,masons',joiners',builders'andelectricians'work,suitableprotectionoftheplantfromtimeofdelivery,andallnecessaryfacilitiesandadequateassistance.AllofthesewillbesuppliedbyandattheexpenseofthecustomerbothforunloadinganderectiontoenabletheworktobeexpeditiouslyandcontinuouslycarriedoutbytheCompany.Intheeventofany failure on the part of the customer to make any provision required by this clause which results in the Company incurring extra costs, such extra costs shall be added to the contract price and paid by the customer accordingly

TIME OF ACCEPTANCE

  1. TheplantshallbedeemedtohavebeenacceptedbythecustomerwhenerrectioniscompletedoroncompletionoftestsonsitewhenincludedaspartoftheCompany'tender.Thetimeofacceptanceshallnotbedelayedonaccountofadditions,minoromissionsordefectswhichdonotmateriallyaffectthecommercial use of the plant

LIABILTY FOR ACCIDENTS AND DAMAGE

25.Until the goods or plant shall have been accepted or be deemed to have been accepted, the Company's sole liability for accidents and damage is as follows:-

a)TheCompanywillindemnifythecustomeragainstdirectdamageorinjurytothecustomer'spropertyorpersonorthatofotherscausedbythenegligenceoftheCompanyorofitsservants,butnototherwise,totheextentofrepairingthedamagetopropertyorpaymentofcompensationforpersonalinjury, provided that such damage or injury is not caused or does not arise wholly or partially from the customer's acts or omissions or the acts or omissions of others, or is not due to circumstances over which the Company has no reasonable control

b)TheCompanywillindemnifythecustomeragainstclaimsandactionsbroughtagainstthecustomerbypersonsintheCompany'semployonthesiteunderandsubjecttotheprovisionsoftheWorkmen'sCompensationAct1925orotherstatuteinforceatthetimedealingwithemployers'liabilityforinjuries sustained by employees

c) The Company will not be liable due to stoppage of machinery or for any other damage, losses or injuries of any kind whatsoever

d) After the goods or plant have been accepted, the Company will accept no further liability howsoever arising in respect of the sale of the goods or plant including erection and installation thereof