Conditions of Sale

General Terms and Conditions for Briggs Equipment UK Ltd trading as United Plant Services

General Provision

1. These conditions apply to all orders and contracts for the supply of any goods by United Plant Services (“the Company”) to the Company’s customer (“the Customer”) and no variation of these conditions is to have any effect unless accepted in writing by the Company.
2. These conditions shall also apply to service and/or repair contracts in so far as they are applicable to such contracts and any spare parts provided pursuant to such service and/or repair contracts shall be deemed to be “goods” for the purpose of these conditions.

Warranty

3. Any certificate of warranty which is supplied with the goods is given in addition and not in substitution for the statutory contractual and other legal rights of the Customer.

Specification

4. All orders shall be deemed to be for goods appropriate for the uses and of the quality and fit for the purposes as are indicated for goods of their description. Any recommendations or suggestions realm to the good made by or on behalf of the Company either in technical literature or in response to a specific enquiry or otherwise are given in good faith but it is the sole responsibility of the Customer to satisfy itself as to the suitability of goods for a particular purpose and the Company shall have no responsibility whatsoever to the Customer for any damage liability costs dams or expenses suffered by the Customer or any third party through following sold recommendations.
5. The Company reserves the right to alter the specifications of any goods without prior reference to the Customer provided that such alteration does not materially reduce the standard of the previous specification.
6. All drawings, dimensions and weights provided by the Company are approximate only and the Company does not warrant or represent them to be correct.
7. (1) In the case of damaged goods or shortage of delivery or non-conformity with order, written notice must be given by the Customer to the Company and where appropriate to the carrier concerned within five days, followed by a complete damage claim in writing within seven days, both from the date of delivery.
   (2) Mere goods are accepted from the carrier concerned without being checked, the delivery document must be signed “not examined”.
   (3) In the case of loss of goods notice in writing must be given to the carrier and to the Company within fourteen days of the date of consignment.
   (4) In default of compliance with the foregoing provisions of this Clause the Customer shall not be entitled to refuse to take delivery of the goods or any part of them.
8. Where the contract is for delivery instalments, defects in quality in any delivery shall not be a ground for cancellation of the remainder of the contract.

Time for Delivery

9. Where a period is named for delivery and is not extended by mutual agreement in writing then the Company reserves the right to require the Customer to take delivery within that period. The Company reserves the right to make partial deliveries.
10. Although the Company will use its best endeavours to deliver goods at the rate and at the time quoted for delivery it shall not be liable for any loss or damage arising from its failure to do so.
11. Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract period in the event of a stoppage, delay or interruption of work in the establishment of either the Company or the manufacturer or the Customer during the delivery period as a result of strikes, lock-outs, trade disputes, breakdown, accident or any case whatsoever beyond the control of the Company the manufacturer or the Customer respectively.

Liability and Indemnity

12. The Company shall not be liable to the Customer and the Customer shall indemnity the Company from and against all actions, costs, dams and demands of whatever nature made against the Company for any loss and damage inducing consequential loss or damage caused:
    (1) by the failure of the Customer or its employees to observe the directions and advice given by the Company in relation to any goods supplied;
    (2) by any defect arising out of the use of or in the quality of any goods supplied or in such goods not being fit for any purpose unless such use quality or fitness for purpose was indicated in the Company’s specifications for goods of their description;
    (3) by any failure of the goods supplied to accord with any recommendation of the Company made in good faith;
    (4) by any defect or deficiency in the goods where the failure of the Customer to comply with the conditions for acceptance and delivery contained in Clause 9 hereof has prevented a proper verification and proof of such defect or deficiency;
    (5) by the lack of proper maintenance of any goods after delivery or the failure to provide safety equipment in accordance with Clause 4.
13. The liability of the Company hereunder shall further be limited to the cost of repair or (at the option of the Company) the replacement of any goods found to be defective under the Warranty referred to in Condition 5. The Company shall not be liable to the Customer for any incidental or consequential damages or loss arising from a defect in the goods.

Passing of Risk

14. Risk shall, unless the contract otherwise provides pass to the Customer on the goods leaving the Company’s premises.
15. (1) Property in the goods shall not pass to the Customer and the full legal and beneficial ownership of the goods shall remain with the Company unless and until the Company has received Payment in full for the goods.
    (2) Unlit property in the goods has passed to the Customer in accordance with the preceding Sub-Clause and without prejudice to the Company’s rights:
    (a) The Customer shall insure the goods which are on or at the Customer’s premises or have been delivered elsewhere on the instructions of the Customer against all risks and shall, if required to do so in writing by The Company, prove to the Company that such insurance has been effected;
    (b) The Customer shall not remove any nameplates, mails or signs affixed to the goods by the manufacturer or by the Company and shall if required to do so in writing by the Company keep the  goods marked and apart from all other goods so as to distinguish and separate the goods from other  goods;
    (c) The Company shall be entitled to immediate re-delivery of the goods and to re-sell the goods at any time after the due date for payment and for the purpose of such recovery and/or re-sale of the goods the Company shall be entitled, and the Customer hereby grants to the Company its Officers, Servants and Agents a license (or. in Scotland. the power) to enter upon the premises or property of the Customer during nominal business hours and to remove the goods {including dismantling and/or separation from other goods to which the goods are attached and/or severance from the realty (or, in Scotland , separation from heritable property when necessary).
    (3) The exercise by the Company of its rights against the Customer under this clause shall be without prejudice to any rights of the Company to claim against the Customer for additional losses suffered by the Company as a result of the Customers breach of contract and this clause shall not prejudice or affect the right of the Company to claim from the Customer the price of the goods.

Terms of Payment

16. (1) Unless otherwise stated on the Company’s confirmation of order, payment shall be on or before the last day of the month following the date of invoice.
    (2) If the Customer cannot accept delivery when the goods are completed and ready for delivery then the time when the goods are ready shall count as the delivery date and payment shall be made accordingly unless otherwise agreed in writing by the Company.
17. If before delivery is effected there arises reasonable grounds for the Company to believe that the Customer will not be able to fulfil its payment obligations the Company shall have the right to demand from the Customer security for payment. From the date of demand for security until the date of unsatisfactory provision of the same the Company shall be under no obligation to do any act or thing to implement any part of the contract. If security acceptable to the Company is not offered within such reasonable per1od as may be specified by the Company the Company may terminate the contract without further liability omits part but the Customer shall be liable to the Company in respect of any losses (ink using loss of profit) incurred by the Company as a consequence of such determination.
18. The Company shall have a general lien on all goods and property of the Customer in the possession of the Company in respect of all sums due from the Customer to the Company but unpaid and the Company shall be entitled on giving 14 days’ notice in writing to the Customer to dispose of such goods or property and to apply the proceeds thereof towards reduction of such debt.
19. In the event of there being any monies due from the Company to the Customer at any time on any account whatsoever then not withstanding any rule of law or course of practice or contract to the contrary any right which the Customer might have against the Company to set off sums so due or aimed as due from the Company to the Customer against the purchase price of the goods is hereby excluded.

Price

20. (1) All prices are subject to alteration by the Company without notice and the contract price will be that ruling at the date of delivery;
    (2) All prices are exclusive of V.A.T. Proper Law of Contract.
21. These conditions and any contract made in accordance with them shall be subject to and construe in accordance with English Law.

Severability of Provisions

22. Any provision of any Clause or Sub-Clause of these conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the remaining Clause or Sub-Clauses hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Termination of Contract

23. If the Customer shall make default in or commit a breach of the contract or of any other of its obligations to the Company, or if any distress, execution , inhibition, diligence, arrestment, pounding or other process is levied or enforced upon or against any of the Customer’s property or assets or if the customer shall make or offer to make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, not our bankrupt or a petition or application is presented to a court of competent jurisdiction for their sequestration or (being a Company) goes into liquidation or a petition or application is presented to a court of competent jurisdiction for the winding up of the Customer or an administrative receiver. Receiver or administrator is appointed of the whole or any part of the undertaking or assets of the Customer then and in any such case the Company shall have the right forthwith to terminate any contract then subsisting, upon written notice of such termination being posted to the Customer’s registered office or (being an individual) his last known address in the United Kingdom, the contract shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.

PARTS EXCHANGE AND REMANUFACTURED UNITS SPECIAL CONDITIONS OF SALE

24. (1) Parts exchanged, and remanufactured units will be invoiced in full at the time of sale. If a similar unit is returned to us at the time of exchange or within seven days of the echo age having taken place, then a credit will be raised for the used unit, if the used unit is returned in an acceptable condition. For the used unit to be in an acceptable condition it must be in an assembled state and not deficient of any major parts;
    (2) The old used unit if accepted in exchange, will immediately become the property of United Plant Services;
    (3) United Plant Services warrants part exchange units and remanufactured units sold by it to be free from defects in material and workmanship under normal usage conditions for a period of 3 months from the date of sale. During this period:
    (a) If the exchange or remanufactured unit has been fitted by United Plant Services it will repair or replace the unit at its discretion and at its cost including labour and transportation cost;
    (b) If the unit has been fitted by the Customer then any claim under this warranty is limited to the cost of repair or replacement of the defective unit at the Company’s discretion at any established branch of United Plant Services and does not include any cost of transportation or removal and refitting by the Customer.