Terms and Conditions of Sale
1.1 All STM Power Transmission Ltd sales are subject to the conditions contained within only unless varied or verified in writing by STM Power Transmission Ltd.
1.2 Time is considered to be of paramount importance in all of the conditions herein.
2. Misrepresentation Act
2.1 Information and technical data contained in catalogues, technical publications and digital format is for guidance only. STM Power Transmission Ltd is not liable for mistakes and/or incorrect interpretations of this information.
2.2 STM Power Transmission Ltd is not liable for any verbal representations made about its products.
3. Acceptance of Order
An order is not accepted before/until STM Power Transmission Ltd send written acknowledgement to the purchaser and/or part or all the products on the order are despatched.
4. Customer Obligations
The Customer agrees to:
a. Give us such information, advice and assistance relating to the services as we may reasonably require within sufficient time to enable us to perform the Services in accordance with the quotation.
b. Comply with all applicable Health and Safety legislation and regulations in respect of us and any employee of ours, our servants or agents whilst such persons are working on the Client’s premises.
c. Indemnify us against all claims, actions, losses, damages, costs and expenses incurred by us arising from or due to the negligence of the Client its servants or agents.
Where works performed (which shall include modifications provided) by us are based on information given to us, we do not accept responsibility or liability for errors or discrepancies arising as a result of erroneous information or lack of information received before, during or after performing the works or preparation of modifications. Certain works may be based on reasonable observations and/or assumptions, we do not accept responsibility or liability for errors or oversights where reasonable observations and/or assumptions are later identified as being incorrect.
5.1 Where we are assisting with drawings, specifications and other technical material for you, the information we provide is given in good faith based on information that we believe, but do not guarantee, to be correct. We are not responsible for any errors or omissions that may occur. We make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information. Under no circumstances shall we have any liability to you for any loss or damage of any kind as a result of the use or reliance on the information provided and no responsibility is accepted thereto.
STM Power Transmission Ltd reserves the right to withdraw and/or make alterations to its products without notice or liability.
7. Cancellations of Orders
Any purchaser who cancels an order – prior to, or after despatch – shall pay STM Power Transmission Ltd for any losses suffered as a result. Losses up to – but not exceeding – 25% of the purchase price of the cancelled order shall be paid upon request and without proof of losses incurred. Purchasers are expected to pay in full for any carriage charges encountered in respect of the order.
8. Delivery and Delivery Charges
8.1 All products despatched by STM Power Transmission Ltd will be delivered by a transport method selected by STM Power Transmission Ltd in the absence of any prior agreement to the contrary. In the absence of any prior agreement the purchaser must pay STM Power Transmission Ltd for all transport and handling costs incurred in addition to the purchase price of the products.
8.2 All chargeable repairs are subject to transport and handling charges.
8.3 By prior arrangement STM Power Transmission Ltd may arrange and/or undertake express product delivery within Great Britain upon payment of an express delivery charge.
8.4 By prior arrangement the purchaser may collect goods from STM Power Transmission Ltd at short notice subject to payment of an express handling charge in addition to the price of the product.
8.5 STM Power Transmission Ltd will always do its best to meet the purchaser’s delivery requirements and to communicate to the customer when goods are available for despatch but will not be held liable for any losses encountered by the purchaser due to delays in despatch and/or delivery.
8.6 Details of prevailing handling, re-stocking, delivery, transport and express transport charges are available – upon request – from STM Power Transmission Ltd.
9.1 Risk in the goods shall pass to the Buyer when the goods are delivered to, or collected by, the buyer or its agent. Claims for incorrect delivery, shortages, damage to goods in transit or other discrepancies notified in writing to STM Power Transmission Ltd and the Carrier within 7 days of delivery may be considered. Claims for non-delivered items may also be considered only if notified to STM Power Transmission Ltd within 14 days of the date stated on the invoice.
9.2 STM Power TransmissionLtd is not liable for any loss or damage to any goods returned for repair or credit unless STM Power Transmission Ltd agrees to replace or repair them under warranty and the purchaser sends separate advice to STM Power Transmission Ltd at the date of despatch and is not negligent in the packaging, addressing or transport of the aforementioned goods returned.
10.1 The price payable by the Purchaser will be the list price correct at the time of despatch less any agreed discount or a Net price officially quoted by STM Power Transmission Ltd. STM Power Transmission Ltd is entitled to change – at any time – discounts and/or list prices but will normally try to give at least 30 days’ notice of such action.
10.2 STM Power Transmission Ltd prices are exclusive of VAT which will be added at the prevailing rate.
10.3 All orders are subject to a minimum order value and additional charges will be applied to any order which falls below this value. Full details are available on request from STM Power Transmission Ltd.
11. Terms of Payment
11.1 Invoiced prices are strictly net and, unless otherwise agreed in writing, are payable fully 30 days from the end of the month following despatch irrespective of delivery date.
11.2 Where the Purchaser fails to pay the invoiced price by the due date then, without prejudice to any other rights or remedy available to STM Power Transmission Ltd, STM Power Transmission Ltd shall be entitled to:
11.2.1 Cancel the contract or suspend any further deliveries to the Purchaser.
11.2.2 Appropriate any payment made by the purchaser to such of the products (or the products supplied under any other contract between STM Power Transmission Ltd and the Purchaser) as STM Power Transmission Ltd may see fit (notwithstanding any purported appropriation by the Purchaser).
11.2.3 Charge the Purchaser daily interest (both before and after any judgment) on the amount remaining unpaid of 8% per annum above the Bank of England Rate until payment is received in full.
12. Transfer of Ownership
12.1 All monies clause – Notwithstanding risk in the products passing to the Purchaser, title in the products shall not pass to the Purchaser, and STM Power Transmission Ltd shall remain the owner of all products, until it has received full payment of the invoiced price together with all monies then outstanding from the Purchaser to STM Power Transmission Limited in respect of other goods supplied by STM Power Transmission Limited.
12.2 The purchaser is licenced by STM Power Transmission Limited to agree to sell the products delivered to the buyer but, subject thereto, until the title passes, the Purchaser shall carefully hold the products for STM Power Transmission Ltd and keep them properly identified as the property of STM Power Transmission Ltd separated from all other products and properly stored, protected and insured. The purchaser is not permitted to sell products on until title has passed to the purchaser.
12.3 Until such time as ownership is passed to the Purchaser (and assuming they are still in existence and have not been resold) STM Power TransmissionLtd is entitled, at any time, to require the Purchaser to deliver them to STM Power Transmission Ltd and if the Purchaser defaults STM Power Transmission Ltd has the right to enter the premises where the products are stored and repossess them without committing a trespass.
12.4 The Purchaser is not entitled to pledge or charge in any way the products which remain owned by STM Power TransmissionLtd and if the Purchaser does so all monies owing by the purchaser to STM Power Transmission Ltd shall immediately become due and payable without prejudice to any other right or remedy of STM Power Transmission Ltd.
12.5 Insolvency – The Purchaser’s power of sale and use shall automatically cease if the Purchaser has a petition presented for its winding up or for an administration under the Insolvency Act 1986 or passes a resolution for voluntary winding up otherwise than for the purpose of bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed over all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with its creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
13. Products returned for credit
13.1 Products for credit are not accepted without prior written permission from STM Power Transmission Ltd and a valid return number which you will be issued. Only new products with undamaged cartons and that are suitable for resale can then be accepted for credit at the price paid by the Purchaser less handling and restocking charges details of which are available upon request from STM Power Transmission Ltd.
14. Products returned for service
14.1 STM Power Transmission Ltd may submit a quotation for the servicing of products returned by the Purchaser although if such a quotation is not acted upon and accepted within one month of its date it shall lapse and STM Power Transmission Ltd may then, after three months dispose of the products without liability to the Purchaser or a third party. Where STM Power Transmission Ltd notified the Purchaser that the product is unserviceable it shall be free to dispose of the product after three months of the date of such notification unless during that time the Purchaser requests its return at the Purchasers’ expense.
15.1 The Purchaser is given a warranty of 12 months from the date of manufacture on the identification plate.
15.2 The warranty covers faulty manufacture and defective materials. The warranty is void if the product is repaired or altered without the agreement of STM Power Transmission Ltd, applied for a purpose for which it is not designed or installed or applied in a manner not in accordance with the instructions or recommendations provided by STM Power Transmission Ltd.
15.3 The Purchaser is liable for all costs incurred in returning the products to STM Power Transmission Ltd for repair under warranty. If STM Power Transmission Ltd agrees to repair such products elsewhere the purchaser must pay all consequential travelling and expenses of STM Power Transmission Ltd employees in undertaking the work.
15.4 STM Power Transmission Ltd will at its own discretion repair or replace products which fail and are returned within the warranty period but is not liable for the costs of erecting, dismantling, reinstallation, freight or any other costs incurred in connection with such products.
15.5 With a product returned under warranty the Purchaser shall also enclose a description of the failure and within 48 hours send a separate advice note detailing the product being returned and the chosen method of despatch. Returned products shall be free of extraneous equipment. Any opening shall be sealed against the ingress of foreign matter. Within the UK STM Power Transmission Ltd will pay the freight costs of returning the Purchaser products repaired or replaced under warranty.
15.6 All products returned to STM Power Transmission Ltd under warranty will be disposed of 2 weeks after inspection, unless agreed otherwise, in advance, between STM Power Transmission Ltd and the Purchaser. After inspection, all costs associated with returning product(s) may be invoiced to the Purchaser.
15.7 The warranty is not transferrable to the original Purchaser.
16. Consequential Loss exclusion
Neither party shall be liable to the other for any loss of use, loss of revenue, loss of profit (including anticipated), financial losses, increased costs, expenses, savings, wasted expenditure, loss of any contract, special damages, any direct, indirect or consequential losses or damages and all pure economic losses which may be suffered by any party arising out of or in connection with this agreement or formal contract.
This includes the failure of any products supplied to carry out their intended function.
English law applies to these conditions. Any dispute arising from them shall be resolved by arbitration under the Arbitrations Acts 1950 and 1979, should either STM Power Transmission Ltd or the Purchaser so requesting writing. Failing agreement as to the identity of the arbitrator within 30 days of the date of such written request the arbitrator will be appointed by the President for the time being of the Chartered Institute of Arbitrators or his Deputy should either the Purchaser or STM Power Transmission Ltd so request in writing
18. Governing Law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
19. Place of Performance, Jurisdiction and Applicable Law
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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