Terms and Conditions of Sale
These terms and conditions apply to all direct product sales by Chapman Machinery Ltd.
1.1 In these Conditions:
|“Buyer”||means the person whose order for the Goods is accepted by Chapman Machinery Ltd|
|“Conditions”||means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Chapman Machinery Ltd|
|“Contract”||means the contract for the purchase and sale of the Goods;|
|“Goods”||means the goods (including any instalment of the goods) set out in Chapman Machinery Ltd.’s Invoice|
1.2 Any reference in these Conditions to any provision of a statue shall be a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 The expression “person” shall mean any person, firm, company or other legal entity, words importing the singular number shall include the plural and vice versa and words importing one gender shall include all genders.
- Basis of the Sale
2.1 Chapman Machinery Ltd shall sell and the Buyer shall purchase the Goods in accordance with any oral or written order of the Buyer which is accepted by Chapman Machinery Ltd on Chapman Machinery Ltd ‘s Invoice, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions introduced or purported to be introduced by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Buyer and a Director of Chapman Machinery Ltd.
2.3 Chapman Machinery Ltd ‘s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Chapman Machinery Ltd in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by Chapman Machinery Ltd or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Chapman Machinery Ltd is followed or acted upon entirely at the Buyer’s own risk, and accordingly Chapman Machinery Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Invoice, invoice or other document or information issued by Chapman Machinery Ltd shall be subject to correction without any liability on the part of Chapman Machinery Ltd.
2.6 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
2.7 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon, including but not limited to obtaining any licences or permits and the Buyer’s obligation to accept and pay for the Goods shall survive any cancellation, revocation or expiration of any such permit or licence.
2.8 Chapman Machinery Ltd accepts all orders subject to any necessary export licences being granted. On receipt of all information from the Buyer Chapman Machinery Ltd will apply for any such export licences but accepts no responsibility or liability of any kind in the event of failure or delay to obtain them.
- Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by Chapman Machinery Ltd unless and until confirmed by Chapman Machinery Ltd in its Invoice.
3.2 The Buyer shall be responsible to Chapman Machinery Ltd for ensuring the accuracy of the terms of any order (including any applicable specification or reference number) submitted by the Buyer, and for giving Chapman Machinery Ltd any necessary information relating to the Goods within a sufficient time to enable Chapman Machinery Ltd to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification or reference number for the Goods shall be those set out in Chapman Machinery Ltd ‘s Invoice.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by Chapman Machinery Ltd in accordance with instructions submitted by the Buyer, the Buyer shall indemnify Chapman Machinery Ltd against all loss, damages, costs and expenses awarded against or incurred by Chapman Machinery Ltd in connection with or paid or agreed to be paid by Chapman Machinery Ltd in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results Chapman Machinery Ltd ‘s compliance with the Buyer’s instructions.
3.5 Chapman Machinery Ltd reserves the right to make any changes to the Goods which are required to conform with any applicable safety or other statutory requirements.
3.6 No order which has been accepted by Chapman Machinery Ltd may be cancelled by the Buyer except with the agreement in writing of Chapman Machinery Ltd and on terms that the Buyer shall indemnify Chapman Machinery Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Chapman Machinery Ltd as a result of cancellation.
- Price of the Goods
4.1 The price of the Goods shall be the price set out in Chapman Machinery Ltd ‘s Invoice.
4.2 Chapman Machinery Ltd reserves the right to increase the price of the Goods to reflect any increase in the cost Chapman Machinery Ltd which is due to any factor beyond the control of Chapman Machinery Ltd or in the event of Chapman Machinery Ltd making a general price increase before delivery of the Goods or any change in delivery dates, quantities or specifications for the Goods requested by the Buyer, or any act or omission of the Buyer.
4.3 Except as otherwise agreed in writing between the Buyer and Chapman Machinery Ltd, the price includes the cost of packing, insurance, and carriage for the delivery within the United Kingdom.
and includes the cost of packing, insurance and carriage to an air or seaport in the country named in the Invoice or to the Premises named in the Invoice (if delivery is made by road) for sales to a buyer outside the United Kingdom.
4.4 The price is exclusive of any applicable value added tax, and any other duties, imposts and taxes which the Buyer shall be additionally liable to pay to Chapman Machinery Ltd.
- Terms of Payment
5.1 Chapman Machinery Ltd shall be entitled to invoice the Buyer for the price of the Goods at any time after the Goods are available for despatch.
5.2 If the Buyer has an account, in credit, with Chapman Machinery Ltd the Buyer shall pay the price of the Goods in the currency specified in the Invoice without any deduction or set off within the period specified in the Invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. In all other cases the Buyer shall pay the price of the Goods with its order and Chapman Machinery Ltd reserves the right to withhold delivery of the Goods until it has received cleared funds. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to Chapman Machinery Ltd, Chapman Machinery Ltd ing shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Chapman Machinery Ltd) as Chapman Machinery Ltd may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 15 per cent per annum above base rate from time to time until payment in full is made.
6.1 Delivery of the Goods in the United Kingdom shall be made by Chapman Machinery Ltd delivering the Goods to the address on the Invoice by the buyer collecting the goods at Chapman Machinery Ltd premises, at any time after Chapman Machinery Ltd has notified the buyer that the goods are ready for collection. Delivery of the goods outside the United Kingdom shall be made by Chapman Machinery Ltd delivering the Goods to an air or seaport in the country named in the Invoice or to the premises named in the Invoice (if delivery is made by road).
6.2 Chapman Machinery Ltd will endeavour to deliver the Goods on the date specified in the Invoice but Chapman Machinery Ltd shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The goods may be delivered by Chapman Machinery Ltd in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Chapman Machinery Ltd to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give Chapman Machinery Ltd adequate delivery instructions then, without prejudice to any other right or remedy available to Chapman Machinery Ltd, it may;
6.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
- Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of goods to be delivered to the buyer at the time of delivery or if the Buyer wrongfully fails to make delivery of the goods, the time when Chapman Machinery Ltd has tendered delivery of the goods: or
7.1.2 in the case of goods to be collected by the buyer at the time when Chapman Machinery Ltd notifies the buyer that the goods are available for collection.
7.2 Notwithstanding delivery and the passing of the risk to the Buyer both legal and beneficial title (“title”) to the Goods will remain with Chapman Machinery Ltd until such time as Chapman Machinery Ltd has received in full payment of the price for the Goods and of the purchase price of any other goods or services, previously or subsequently supplied by Chapman Machinery Ltd to the Buyer.
7.3 In the event that Chapman Machinery Ltd has not received any such payment as referred to in condition 7.2 Chapman Machinery Ltd may recover at any time from the Buyer any of the goods in the buyer’s possession, power or control and for that purpose Chapman Machinery Ltd, its servants and agents may enter any land or buildings upon which such Goods are situated.
- Warranties and Liability
8.1 Chapman Machinery Ltd warrants the Goods in accordance with the Chapman Machinery Ltd Warranty Policy from time to time in force.
8.2 Subject as expressly provided in these Conditions all warranties; conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 The Buyer must notify Chapman Machinery Ltd of any claim within the following time limits:
8.3.1 partial loss or damage to the Goods, within 7 days of delivery;
8.3.2 non-delivery of the Goods in the United Kingdom, within 7 working days of the date of the invoice;
8.3.3 non-delivery of the Goods outside the United Kingdom, within 21 working days of the date of the invoice;
8.3.4 defect in the quality or condition of the Goods, within 7 days of delivery or, where such defect or failure was not apparent on reasonable inspection, within 7 days of discovery of such defect or failure.
8.4 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 Chapman Machinery Ltd in accordance with these Conditions, Chapman Machinery Ltd shall be entitled to replace the Goods (or the part in question) free of charge or, at Chapman Machinery Ltd.’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Chapman Machinery Ltd shall have no further liability to the Buyer.
8.5 Except in respect of death or personal injury caused by Chapman Machinery Ltd ‘s negligence, Chapman Engineering 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 loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Chapman Machinery Ltd, its employees or 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.
8.6 Chapman Machinery Ltd shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Chapman Machinery Ltd ‘s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Chapman Machinery Ltd reasonable control.
- Default or Insolvency of Buyer
9.1 This Condition applies if:
9.1.1 the Buyer commits any breach of any of the Conditions and in the case of a breach which Chapman Machinery Ltd regards as capable of remedy, fails to remedy the same within 14 days after receipt of written notice giving particulars of the breach and requiring it to be remedied;
9.1.2 the Buyer, being a company, shall pass a resolution for winding up or a court shall make a winding up order in respect of it or it shall have a receiver, administrative receiver, manager or administrator appointed of all or part of its undertaking or assets;
9.1.3 the Buyer, being a partnership, shall be dissolved or, being an individual, shall have a bankruptcy petition presented or shall die;
9.1.4 the Buyer ceases, or threatens to cease, to carry on business or is unable to pay its debts or becomes insolvent (within the meaning of the Insolvency Act 1986) or makes or proposes any composition or arrangement with its creditors;
9.1.5 anything analogous to any of the events set out in this Condition occur;
9.1.6 Chapman Machinery Ltd reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer.
9.2 If this Condition applies then, without prejudice to any other right or remedy available to Chapman Machinery Ltd, it shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and delivered by hand or sent by first class recorded delivery or registered post addressed to that other party at its registered office if a company or principal place of business if another trading entity.
10.2 No waiver by Chapman Machinery Ltd of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.4 The Contract shall be governed by the laws of England.