1. BASIS OF THIS CONTRACT
In these conditions the “Seller” means Don Ruffles Limited or any of its subsidiary companies of 138 Victoria Road, Horley Surrey RH6 7BF and the “Buyer” means any person or corporate body placing an order with the Seller for the purchase of goods or the provision of services as from time to time agreed (together defined as “Goods”). In relation to the provision of services, reference to Goods shall be construed as references to services, references to delivery as reference to the time for performance, and references to the quality of Goods as references to the quality of the services, the materials used to perform them and the quality of the finished item or work.
A quotation is for information only and is binding on the Seller only if and when to the extent that it is incorporated in an order which the Seller has accepted in writing. Any such order will be subject to these conditions of sale.
(a) All prices are subject to market fluctuations and the actual prices to be paid by the Buyer shall be the Seller’s prices ruling at the date of despatch. The Seller shall be entitled to charge to the Buyer the amount of Value Added Tax for which the Seller shall be liable.
(b) Goods will be paid for prior to despatch or if agreed by the seller in writing goods will be invoiced and paid for within 30 days from receipt of the goods.
(c) The time of payment of the price shall be of the essence of the Contract.
(d) If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: (i) cancel the contract or suspend any further deliveries to the Buyer; and (ii) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer): and (iii) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 (Four) per cent per annum above Bank of England base rate from time to time, until payment in full is made.
(a) Unless otherwise agreed in writing the Buyer shall be bound to accept goods ordered by him on notification that they are ready for delivery. If the Buyer fails to take delivery the Seller shall have the exclusive option – (i) to re-sell the goods and charge the Buyer for any shortfall below the price under the Contract OR (ii) to invoice the goods whereupon payment in full shall become due forthwith. The Buyer shall be liable for the insurance of such goods from the date in which he is notified that the goods are ready for delivery onwards.
(b) Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
(c) A specific delivery time cannot be supplied. Delivery times are quoted in good faith but we accept no liability for late delivery.
(d) Claims in respect of short deliveries or damage to goods in transit must be notified by the Buyer to the Seller in writing within 3 days of receipt of the goods.
(e) Prices quoted included delivery to front door (over minimum order value)
(f) Prices do not include onward delivery to point of use, set up, installation and customer training, which is available at extra charge on request.
(g) Large units will require the completion of a site survey/form requesting installation and power requirement details.
(h) All additional installation costs do not include lifting gear and power connection to customers supply unless supplied in writing.
(i) The Seller is not responsible for the later removal of product.
5. CUSTOMER’S DEFAULT
The Seller may without prejudice to any of its other rights against the Buyer rescind the contract or suspend delivery under it if:-
(a) any sum is owing and overdue by the Buyer to the Seller;
(b) the Buyer is in breach of any term of the contract;
(c) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
(d) an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Buyer; or
(e) the Buyer ceases, or threatens to cease, to carry on business; or
(a) The Seller shall be under no liability:-
(i) in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
(ii) in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s or manufacturer’s instructions (whether oral or in writing), misuse or alteration without the Seller’s approval;
(iii) under any warranty, conditions or guarantee, or any duty at common law, if the total price for the Goods has not been paid by the due date for payment;
(iv) by any oral warranty or representation given or made on its behalf unless confirmed in writing.
(b) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), provided a complaint is made in writing within 3 days after delivery and goods are returned within one week. The Seller shall have no further liability to the Buyer.
(c) Subject as expressly provided in these Conditions (and specifically without prejudice to(b) above, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract terms Act 1977)), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(d) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential or indirect loss or damage, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or the agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. Non-exhaustive illustrations of consequential or indirect loss include: (i) loss of profit, (ii) loss of contracts, (iii) damage to the Buyer’s property or property of another person or body,(iv) personal injury or death to the Buyer or any other person other than that caused by the Seller’s negligence.
7. DESCRIPTION OF GOODS
All descriptions and illustrations contained in any catalogues, price lists, advertising matter and other literature of the Seller are intended merely to present a general idea of the goods described therein and none of them shall form part of the contract.
All Specifications stated are to be used as guidance only and are subject to change at any time. Throughput Capacities are sometimes only achievable in ideal situations, and in some cases are Theoretical as conditions vary and are dependent on operator usage, age and condition of machines, power supplies etc. In some cases realistic throughputs can be half that of the Theoretical Capacities quoted. Sound Levels quoted should be taken as a guide only with machines running in idle without material being processed. No responsibility will be taken by Don Ruffles Limited for any errors or omissions.
8. RISK AND PROPERTY
(a) Risk of damage to or loss of the Goods shall pass to the Buyer: (i) in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or (ii) in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
(b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of Goods and all other goods previously or subsequently supplied by the Seller to the Buyer for which payment is then due,
(c) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller (but any warranties, conditions or representations given or made by the Buyer to any third party shall not be binding on the Seller who shall be indemnified by the Buyer with respect thereto) for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
9. FORBEARANCE BY SELLER
No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these general conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as a waiver of any of these general conditions.
10. FORCE MAJEURE
No liability is accepted by the Seller for any direct or indirect loss arising from non-delivery or delay in delivery of any goods caused by Act of God, Riot or Civil Commotion, War, Strike, Lockout, Fire, Flood, Drought, Act of Government, failure to obtain or shortages of raw materia