Terms and conditions of sale for SMS Machine Automation Ltd.
1.1. 'Company' means SMS Machine Automation Ltd.
1.2. 'Buyer' means the person buying the goods or services from the Company.
1.3. Unless otherwise agreed in writing, all offers are accepted and all goods are sold subject to and upon these Terms and Conditions of Sale, which the Buyer shall be deemed to have adopted as the Buyer's Standard Terms and Conditions of Business. The Company does not contract on the Buyer's Terms and Conditions, and any acceptance or counter-offer by the Buyer following an offer by the Company shall be deemed to have been made on the understanding that these Terms and Conditions shall apply to any contract subsequently concluded, to the exclusion of any other terms and conditions to which such acceptance or counter-offer may have been expressed to be subject or which might otherwise apply.
1.4. Any typing, clerical or other error or omission within any sales literature, price list, invoices, despatch notes or other official documentation, or any other information issued, shall be subject to correction without any liability whatsoever on the Company's part.
1.5. All Buyer orders shall be provided in writing with a Purchase Order Number. It is the responsibility of the Buyer to ensure that all other details given to the Company are correct.
1.6. No waiver, alteration or modification of any of these provisions, or any statement or representation, shall be binding unless in writing and signed by a Director or the Secretary of the Company and attached to or endorsed on the order accordingly.
2.1. Prices are the prices quoted herein and are for the quantity mentioned; any reduction when ordering may have a consequential effect on the price.
2.2. Quotations are subject to acceptance within 30 days from the date of quotation.
2.3. The Company's prices are those prevailing at receipt of order at the Company's premises and are ex-works. Such prices do not include VAT or any other tax, levy or duty, which will be charged extra.
2.4. In the event of any increase in the current or ruling price of the goods between the date of quotation or contract and the date of delivery — whether by reason of increases in the manufacturer's, distributor's or supplier's price, or the Company's own increase in prices, or for any other reason — the right is reserved to increase the price of goods, and any such increase shall be payable by the Buyer.
2.5. Trade benefits in the form of discounts will be subject to agreement.
2.6. All export prices are F.O.B. Factory in Barnsley, South Yorkshire, UK, and are exclusive of packing unless otherwise stated.
2.7. In the case of a project carried out by the Company in stages, where a delay of more than two months occurs between any two stages due to an instruction, act or omission of the Buyer, the Company may at its discretion withdraw from the contract for the remaining stage(s) but shall be entitled to payment as set out in clause 2.8.
2.8. Variations or changes in specification requested by the Buyer will be charged for on terms agreed in advance with the Company, or otherwise on terms no less advantageous to the Company than the original contract. The Company may at its discretion refuse any requested variation. The Buyer agrees to meet the costs of any additional work required to accommodate a variation.
3.1. All travelling, subsistence and out-of-pocket expenses incurred by the Company or its appointed agents in fulfilling the contract will be charged to the Buyer in addition to the quoted fee, unless expressly included therein.
4.1. All carriage charges will be met by the Buyer.
5.1. If the Buyer fails to pay any amount when due, fails or refuses to accept delivery of goods or give delivery instructions when goods are ready, or (if an individual) dies, is incapacitated, or has bankruptcy proceedings brought against them, or (being a limited company) is subject to a winding-up petition, administration order, or receivership, then all sums invoiced or despatched shall become immediately due and payable, and the Company may at its discretion treat any contract as cancelled or suspend/continue delivery without prejudice to its other rights.
5.2. Interest shall accrue on all sums due and outstanding at a rate of 4% p.a. above the HSBC base rate from time to time, from the due date until payment in full.
5.3. The Buyer shall not be entitled, by reason of any dispute or claim, to withhold payment of any amount due or set off any cross-claim against it.
5.4. The Company reserves the right, in its absolute discretion, to refuse to execute any order or contract if the Buyer's credit arrangements appear unsatisfactory.
5.5. Any dispute concerning payments must be notified to the Company's credit controller in writing within fourteen days of the date of the first statement following the relevant invoice; otherwise, such statements and invoices shall be deemed correct.
6.1. Risk in the goods passes to the Buyer immediately upon delivery to the carrier (or to the Buyer, if carriage is arranged by the Company), save for export orders where risk passes upon delivery to the carrier at the relevant port. Property and legal title in the goods pass to the Buyer only on payment in full of all sums due to the Company in respect of those goods and any other goods or services supplied under any other contract.
6.2. Prior to full payment, the Buyer shall store the goods in a way that clearly identifies them as the Company's property, referable to the relevant invoice.
6.3. Failure to pay the full amount due gives the Company the right to repossess the goods, and the Buyer irrevocably authorises the Company, its servants or agents to enter any land or premises where the goods are situated, using reasonable force if necessary.
6.4. The Buyer shall not sell, transfer, charge or dispose of the goods before payment in full, except on the following conditions: (i) the Buyer holds any monies received on trust for the Company and accounts for them separately; (ii) the Buyer keeps full records of goods sold and monies received; (iii) the Buyer holds such goods as bailee for the Company; (iv) the Buyer insures the goods for full replacement value and permits inspection of the relevant insurance documents; (v) the Buyer assigns to the Company any rights of action against a third party in respect of monies due for the goods.
6.5. The Buyer's rights under clause 6.4 cease if an event specified in clause 5.1 occurs.
7.1. Where goods are lent or otherwise delivered to the Buyer, the Buyer is absolutely liable for any loss or damage to the goods, regardless of negligence, from the point of delivery until the Company certifies their return in good condition.
7.2. If loss or damage occurs, the Buyer agrees to pay, at the Company's discretion, either the full cost of repair to as-new condition or the current list price of the goods, together with all associated costs, claims and liabilities.
7.3. It is the Buyer's responsibility to return such goods to the Company's premises and to pay the cost of carriage and packing for that return.
8.1. Delivery dates are approximate; the Company will use its best endeavours to comply but shall not be liable for loss, penalties or damage arising from delivery timing, and delay shall not be grounds for rejecting goods.
8.2. All offers of goods from stock are subject to the goods remaining unsold at the time the order is received.
8.3. Where the Buyer specifies periodic delivery, the final delivery must fall within twelve months of the order being placed.
8.4. Where a delivery period is stated and not extended by mutual written consent, the Buyer must take delivery within that period.
8.5. Where delivery is delayed at the Buyer's request, or the Buyer is unable to take delivery through no fault of the Company, the Company may charge the actual or estimated cost of storing the goods.
8.6. The Company has no liability for expenses, losses or damages caused by delay resulting from breakdown or unavailability of plant, raw material shortages, labour shortages, or other causes beyond its reasonable control.
8.7. The Company reserves the right to make part deliveries and invoice accordingly.
9.1. No goods may be returned for credit without prior agreement; the Company reserves the right to apply a re-stocking charge on agreed returns.
9.2. Cancellation of orders for specially made-up goods cannot be accepted. Orders for non-standard products are only accepted on the condition that cancellation or return is agreed by the Company.
10.1. Where the Company delivers defective goods or goods not in accordance with the contract, its liability is limited, at its discretion, to repair/rectification, replacement, or crediting the purchase price against re-delivery — provided the Company is under no liability where: the goods have not been used or maintained properly; the goods have been used other than in single shift working; the Buyer (or an unauthorised third party) has attempted repairs or alterations; the goods were sold as second-hand or reconditioned; or notice of the defect was not given within the applicable warranty period.
10.2. The Company does not exclude liability for death or personal injury resulting from the negligence of its employees, agents or sub-contractors.
10.3. Where goods delivered do not comply with the contract, the Buyer shall give the Company a reasonable opportunity to act under clause 10.1 before making any claim for damages or compensation.
10.4. The Company's liability for breach of contract, tort or other act shall not exceed the sum insured by the Company for product liability at the date of contract, save for liability under clause 10.2.
10.5. The Buyer warrants that goods will not be used until all necessary protective or precautionary measures, warnings and notices required by law have been applied.
10.6. The Buyer shall indemnify the Company against all claims arising from any breach of this warranty.
10.7. Where the Company benefits from a manufacturer's or third party's guarantee or warranty, it will use reasonable efforts to pass that benefit to the Buyer on request.
10.8. Where goods are manufactured to a specification other than the Company's own, the Company's warranty is limited to the standard of its own materials and workmanship.
10.9. The Company is not responsible for errors in drawings or samples once approved by the Buyer.
10.10. Where a contract includes the supply of computer software, the Buyer must enter into the supplier's standard software licence, must not copy or back up the software, and the Company has no liability for the software's functionality except where it loaded the software itself, in which case liability is limited to reloading or replacing it.
10.11. To the extent allowed by law, all warranties, conditions and statements other than those in these Terms are excluded, and the Company gives no warranty regarding fitness for purpose or quality of the goods.
10.12. The Company shall not be liable for loss of profit, business, contracts, revenue, anticipated savings, production time, or any indirect, consequential or economic loss.
10.13. The Buyer shall fully indemnify the Company against losses, damages, costs and claims arising under the Consumer Protection Act 1987, except where the defect was directly caused by the Company's own act or omission.
10.14. The Company is not liable if the functionality or configuration of goods does not meet the Buyer's requirements or specifications.
10.15. If any exclusion or limitation in this clause is held invalid, it shall be deemed omitted to that extent, without affecting the remaining exclusions and limitations.
11.1. The Buyer shall hold the Company harmless against loss, damages or expense resulting from infringement of patents, trademarks or other intellectual property rights arising from the Company's compliance with the Buyer's design, specification or instructions.
12.1. The Company reserves the right to select packaging and shipment methods.
12.2. Wooden cases, where necessary, are charged at cost and are non-returnable.
12.3. National carrier hire fees may be charged to the Buyer.
12.4. The Company is not responsible for non-delivery or transit damage/loss unless notified by the Buyer within the applicable window (ten days for consignments, three days for parcel post) from the despatch note, invoice date, or receipt.
12.5. Where goods are delivered in instalments, each delivery constitutes a separate contract; failure or dispute regarding one instalment does not entitle the Buyer to treat the whole contract as repudiated.
All contracts for the sale of goods or services are interpreted in accordance with English law, and both parties submit to the exclusive jurisdiction of the English Courts.
13.1. Contracts up to 1 year: costs remain fixed as quoted, save for additional costs unforeseeable at the date of quotation, which will be charged as an additional cost after informing the Buyer and obtaining instructions.
13.2. Contracts exceeding 1 year: reviewed in the tenth month of each twelve-month period to discuss modifications and price adjustments reflecting changed costs.
13.3. Where the parties cannot agree on price adjustments, the Company may terminate the contract by written notice to recover such costs.
13.4. Either party may terminate the contract immediately, or by mutual consent, if the contract's object is no longer achievable, in the event of breach, insolvency, or force majeure, subject to a dispute resolution procedure.
13.5. On termination under these terms, the Buyer shall reimburse the Company for work done and staff costs specifically incurred for the contract, reduced where the Company is able to legally terminate any fixed-term staff contracts.
13.6. The Buyer acknowledges that any claim relating to the contract is against the Company, and that the Company's staff and agents are not personally liable.
14.1. Work will commence as soon as reasonably practicable after the Buyer's written acceptance of the Company's quotation, unless otherwise agreed.
14.2. The Company may subcontract elements of the work at its discretion.
14.3. While the Company will use every endeavour to complete work by the date specified, time of completion is not of the essence, and the Company is not liable for loss arising from delay.
15.1. While the Company will maintain contact with the Buyer throughout the contract, no statement by Company staff or engaged persons is binding unless confirmed in writing by the Company.
16.1. The Company is relieved of liability to the extent that fulfilment is prevented, frustrated or impeded by conformity with any statute, regulation or order, or by any cause beyond its reasonable control.
17.1. The parties and their employees undertake to hold as confidential all technical disclosures made in the course of setting up or progressing the contract, excluding: information in the public domain; information received in good faith from a third party; information the receiving party can prove it already held; and information disclosed by court order.
The Buyer shall satisfy itself as to the fitness for purpose and safety of all processes, procedures, machinery and prototypes recommended or supplied by the Company. The Company is not liable for consequential loss, loss of profits, or claims by third parties arising from non-delivery, delay, or defects, except where death or personal injury is caused by the Company's negligence.
19.1. Drawings, models or other materials submitted before contract are confidential, provided to illustrate the Company's proposals, remain the Company's property, and must not be shown, copied, or used for any other purpose without permission.
19.2. Models or experimental equipment provided at the Company's expense during the course of work remain the Company's property unless otherwise agreed.
20.1. All intellectual property rights (including copyright, patents and registered designs) arising from work under the contract become the sole property of the Company unless otherwise agreed in writing.
SMS Machine Automation Ltd products, when used in normal or prescribed applications within the stated mechanical and electrical parameters, will not cause danger or hazard to health or safety if normal engineering practices are observed and they are handled and used by trained, skilled persons in accordance with relevant legislation, regulations (including IEE wiring regulations) and accepted industry practice.
In the interest of health and safety, products should not be handled whilst 'live'.
Terms and conditions are subject to periodic change.
Automation design, build, integration and component supply, SMS Machine Automation.
Call us today on 01226 771 630 or email us at sales@automation.co.uk.
Unit 23 Longfields Road, Carlton, Barnsley, S71 3HT