Terms and Conditions

Orders. All orders are accepted only upon and subject to the terms set out in our quotation and the following conditions, which shall prevail over any terms and conditions in the Buyer’s order and shall apply save as varied by express agreement in writing by both parties.

2. Prices.

(a) Prices are free on vehicle at the manufacturers, unless otherwise specified by us in writing.

(b) Prices are based on current costs of production but should the cost of labour and/or materials be increased during the manufacturing period, the condition of acceptance of this order is that the prices charged will be the prices ruling at the date of invoicing.

(c) The prices quoted for imported machines are based on current rates of import duty and of currency exchange and thereof may be subject to fluctuation arising from any changes in these rates the contract period, unless otherwise specified by us or agreed in writing between the parties at the time the order is accepted.

3 Payment. Normal Terms of payment for new machines are

30% deposit, with order

70% prior to dispatch from the manufacturer

Payment terms for used machines are, full payment prior to delivery

Payment terms for parts and service are nett 30 days, unless agreed

Payment terms are offered subject to credit status

Interest will be chargeable on overdue payments at 4% over base rate

4. Deliveries. Delivery times are calculated from, receipt of the required deposit, our acceptance of an official order, and receipt of full instructions and information enabling us to proceed without interruption.

(a) Deliveries given in our quotation are subject to confirmation at time of acceptance of order.

(b) While delivery times are given in good faith they are not guaranteed and are also contingent upon war, strikes, lock-outs or other labour troubles, breakdowns, delays in transport, delays in obtaining material, fire, accidents, Government directives or other circumstances beyond our control.

(c) Delivery times are based on the assumption that any items to be supplied by the customer for inclusion in the machines and/or equipment and needed to complete the testing of the machine before shipment, will be made available to us by the time requested by us, and that where the purchase price is payable in instalments, each instalment is paid on its due date.

(d) Orders are accepted on the condition that if before delivery such goods are destroyed, or damaged beyond repair from any cause outside our control and cannot be replaced, we may cancel the contract.

5. Title. The property in the goods remains vested in us until payment of the whole of the service there of by the Buyer not with standing delivery of the goods to the Buyer but in the meantime the Buyer shall be responsible for any loss or damage to the goods howsoever caused. At any time that any sum due to us under this contract remains unpaid, we shall have the right to notify the customer of our intention to retake and we shall have the right to retake possession of our goods

6. Despatch.

(a) Delivery charges shall be an extra to the contract and shall be paid to us by the Buyer accordingly.

(b) The Buyer will be responsible for all charges incurred through delay in taking delivery of the goods.

(c) If at the Buyer’s request, or through his failing to give full forwarding instructions, the goods are not despatched from our works within fourteen days of our notification that the goods are ready for despatch then we will be entitled to invoice and receive payment for the goods as though the Buyer had taken delivery and title is to pass on payment in full.

(d) Any damage, breakage or shortage must be notified to the carrier and ourselves within three days of receipt of the goods

(e) All carriers’ way-bills should be endorsed “Conditions of contents unknown”.

7. Design, Weights and Measures. All specifications, designs, weights and measures given in estimates or descriptive literature are subject to alteration without notice, are stated as accurately as possible but are not guaranteed.

8. Liability. The Company’s liability in respect of any breach of its obligations hereunder or any fundamental breach or breach of a fundamental term of this contract or any default, act, omission, or statement of the Company, its employees or agents in connection with or in relation to the subject matter of this contract and in respect of which it is legally liable to the buyer shall be as hereinafter defined.

(i) Goods are guaranteed against defective material and workmanship for a period of twelve months or 2000 hours, whichever comes first, from the date of delivery unless otherwise agreed in writing. Parts or equipment which prove defective within this time under normal operations and service will be replaced or repaired at our option free of charge, but no claim for expenditure on them or for consequential damages will be entertained. Replacement or repair must be accepted as complete satisfaction of all conditions and warranties and defective parts must be returned to us carriage paid. In the case of equipment not of our manufacture, the Buyer is en-titled only to such benefits as we receive under any guarantee given to us. We give no guarantee as to the suitability of the goods for (a)any second-hand machines or parts

thereof or machines which are sold on ’as inspected’ basis, (b) any machines which are modified or altered without our written consent.

(ii) The Company does not exclude or restrict liability for death or personal injury caused to any person by the sole negligence of the Company or its employees or agents.

(iii)Subject to the following provisions of this clause, the Company does not exclude liability for direct physical damage to tangible

Subject to the following provisions of this clause, the Company does not exclude liability for direct physical damage to tangible property of the buyer caused by the negligence of the Company or its employees or agents.

(iii) The Buyer’s remedies whether in contract or in tort including negligence against the Company shall in respect of any one default be limited to damages not exceeding the total value of the contract price.

(iv) A number of defaults under sub-clause (iii) above, whether successive or concurrent, which together result in or contribute to substantially the same loss or damage, shall be treated as one default for the purpose of any claim for damages by the Buyer hereunder.

(v) Except where the Company’s liability is for death or personal injury in no event shall the Company be liable for the following loss or damage howsoever caused and even if foreseeable by or in the contemplation of the parties -

(a) Economic loss (which shall include loss of profits, business revenue and goodwill);

(b) Damages in respect of special, indirect, or consequential loss or damage;

(c) Any claim made against the Buyer by any other party.

9. Cancellation or Suspension of Work. Orders shall not be cancelled or amended except with our written consent.

10. Intellectual Property Rights. So far as the Company aware no goods supplied by the company under this contract infringe the intellectual property rights of any third party (whether such rights take the form of letters patent, registered design, design copyright, copyright, trademark or any similar right) but no warranty expressed or implied is given against the existence of any such right, and the Company will in no circumstances be liable to the Buyer in respect of any infringement of such rights by the Buyer as a result of the purchase of the goods.

11. Default If the Buyer defaults in paying any sum due or if any distress or execution is levied upon the Buyer, his property or assets or if the Buyer makes or offers to make any composition with creditors or commits any act of bankruptcy or act which would be an act of bankruptcy if committed by an individual, or if a petition be presented for a Receiving Order in the case of an individual or administration and/or liquidation in the case of a company, the Company shall be entitled at any time thereafter to determine this contract without derogation from its rights to recover money due and damages.

12. Production Estimates. Where production figures are provided, are estimates based on our understanding of the requirements of the operations, work pieces, work material, machines, equipment and any other relevant factors. They are not guaranteed.

13. Tests. Unless mention is made in our quotation to the contrary, machine ordered without tooling are subject to our standard geometric and practical tests (where applicable) using our regular equipment prior to shipment. And other tests required must be arranged in good time before due delivery date and may be chargeable according to their nature and duration.

14. Disputes. Any disputes arising under any contract to which these conditions apply shall be decided by arbitration in Birmingham (UK) in accordance with the Arbitration Acts 1950 to 1979 or any statutory modification or re-enactment thereof for the time being in force.

15. Legal Construction. The validity construction and performance of this contract shall be governed by English Law.

16. Transfer. This contract cannot be assigned or transferred to any third party without our written consent.

17. General. The parties expressly agree that should any limitation or provision contained herein be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted and if the Company thereby becomes liable for loss or damage which otherwise has been excluded, such liability shall be subject to such other limitations and provisions as are herein contained.

18 Force Majeure. A party shall not be liable for any failure of or delay in the

performance of this Agreement for the period that such failure or delay is

due to causes beyond its reasonable control, including but not limited to

acts of God, war, strikes or labor disputes, embargoes, government orders

or any other force majeure event.

19 Definitions.

“The Company” means Press and Shear or any other P&S Group

Company

“The buyer” means, the party buying goods or services from the

Company.

“The Goods” means, the machinery or services supplied by the

Company.