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1. INTERPRETATION

In these conditions:-

a)  “the Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or the supply of the Services or whose order for the Goods or the Services is accepted by the Seller.

b) “the Goods” means the goods ( including any instalment of or any parts for them ) which the Seller is to supply in accordance with these conditions.

c)  “the Services” means any services of any kind ( including, without limitation, refurbishment or maintenance services ) which the Seller is to supply in accordance with these conditions.

d) “the Seller” means Ramco (UK) Ltd.,  ( 2722506 ) of  Church Road South, Skegness, Lincs, PE25 3RS

e)  “the Conditions” means these terms and conditions and ( unless the context otherwise requires ) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

f)  “the Contract” means the contract for the purchase and sale of the Goods and/or the supply of the services.

g)  any reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended.

h) the headings are for convenience only and shall be ignored for the purposes of interpretation.

2. BASIS OF THE SALE

a)  The Conditions shall apply to the contract to the exclusion of any other terms and conditions subject to which any quotation of the Seller is purported to be accepted or any order is made or purported to be made by the buyer.

b) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

c)  The Seller’s employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it waives any claim for breach of any such representations which are not so confirmed.

d) Any advice or recommendation given by the Seller 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 the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

e)  Any typographical clerical or other error or omission in any document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

f)  Without prejudice to any other circumstances constituting acceptance of the conditions, acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Conditions.

g)  Any description of the Goods will be given by way of identification only and the use of such a description will not constitute a sale by description.

3. ORDERS AND SPECIFICATIONS

a)  No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

b) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order ( including any applicable specification ) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and/or the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.  No examination or consideration of such terms by the Seller shall in any way limit the Buyer’s responsibility under this clause.

c)  If any work under the Contract is to be carried out by the Seller in accordance with a specification submitted by the Buyer it shall indemnify the Seller against any resulting loss, damages, costs and expenses awarded against or incurred by the Seller in connection whether paid or agreed to be paid by the Seller in settlement of any claim for infringement of any third party patent, copyright, design, trade mark or other industrial or intellectual property rights.

d) The Seller reserves the right to make any changes in the specification of the Goods and/or the Services required to conform with any applicable statutory or European Community requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

e)  No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss ( including loss of profit ).  Cost (including the cost of labour and materials used). Damages, charges and expenses incurred by the Seller as a result of the cancellation.

4. PRICE

a)  The price of the Goods and or Services shall be the Seller’s quoted price or, where no price has been quoted or a quotation has expired, the price listed in the Seller’s published price list current at the date of order acceptance.  All prices quoted are valid for 30 days only, after which time they may be altered by the Seller without giving notice to the Buyer.  Unless otherwise expressly stated, goods are available subject to remaining previously unsold and prices exclude any applicable VAT which the Buyer shall pay in addition at the appropriate rate.

b) The Seller may by giving notice to the Buyer at any time before delivery of the Goods or performance of the Services increase the price to reflect any increase in the cost to the Seller due to any factor beyond its control ( such as, without limitation, foreign exchange fluctuation, currency regulation, alteration of duties, or significant increase in the cost of labour, materials or other costs ), any change in delivery dates, quantities or specifications requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give adequate information or instructions.

c) Except as otherwise stated in any quotation or price list of the Seller or agreed in writing, all prices for the Goods are given by the Seller on an FCA-Skegness basis, and where the Seller agrees to deliver the Goods otherwise than at the Sellers premises the Seller reserves the right to charge in addition for transport, packaging and insurance.

d) Unless otherwise agreed in writing by the Seller all sums due under the contract are payable in sterling only.

5. TERMS OF PAYMENT

a)  Subject to any special terms agreed in writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods and/or the Services in cash or cleared funds on or prior to collection or delivery of the Goods or performance of the Services. ( as the case may be ) The time of payment shall be of the essence of the Contract.

b) Where the Goods are delivered by instalments or the Services performed in stages the Seller may invoice each instalment or stage separately and the Buyer shall pay such invoices in accordance with these conditions.

c)  If the Buyer fails to make any payment when due then, without prejudice to any other right it may have, the Seller may:

1. cancel the contract or suspend any further deliveries to the Buyer or performance under the Contract, and/or

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 the Seller ) or the services as the Seller may think fit ( notwithstanding any purported appropriation by the Buyer ), and/or

3. charge the Buyer interest ( both before and after any judgement ) on the amount unpaid, at the rate of 4 per cent per annum above Bank rate from time to time, until payment in full is made ( a part of a month being treated as a full month for the purpose of calculating interest ).

d) The Buyer shall reimburse the Seller any legal and other costs incurred by the Seller in enforcing the terms of the Contract, such reimbursement to be on a full indemnity basis.

6. DELIVERY

a)  Delivery of the goods shall be made by the Buyer collecting the Goods from such location as the Seller may specify at any time after the Seller has notified the Buyer that the goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.  In the latter case the Seller may deliver by such means as it thinks fit.

b) Any dates quoted for delivery of the Goods or performance of the Services are approximate only and the Seller shall not be liable for any delay in such delivery or performance howsoever caused.  Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered or the Services performed by the Seller in advance of the quoted date upon giving reasonable notice to the Buyer.

c)  Where the Goods are to be delivered in instalments or the Services performed in stages each delivery or stage shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments or perform any stage in accordance with the Conditions or any claim by the Buyer in respect of any one or more instalments or stages shall not entitle the Buyer to treat the Contract as a whole as repudiated.

d) If the Buyer refuses or fails to take delivery of the Goods or to give the Seller adequate delivery instructions ( other than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault ) then, without prejudice to any other right or remedy, available to the Seller, the Seller may at its discretion either store the Goods until actual delivery and charge the Buyer  reasonable costs  ( including insurance ) of storage or sell the goods at the best market price readily obtainable, provided that in the latter case after deducting all reasonable storage and selling expenses, the Seller shall account to the Buyer for any excess over the price under the Contract but may charge the Buyer for any remaining shortfall under the Contract.

e)  Goods are to be paid for prior to collection or delivery pursuant to clause 5(a).  If payment has been made within 7 days of the Seller notifying the Buyer that such goods are ready for collection or delivery the Buyer shall be deemed to have failed to take delivery of the Goods and clause 6(d) shall apply.

f)  Whether or not the Seller arranges delivery the Seller shall not be responsible for delivery of the Goods and shall not be liable for claims arising from the loss or damage in transit.  Claims which must be made by the Buyer against the carrier in accordance with the carrier’s conditions.

g)  Any allegations as to total non-delivery of any consignment of the goods must be made by the Buyer in writing to the carrier and to the Seller within 10 days of the date of the Seller’s advise note or invoice or other notification of despatch, or within such shorter time limit as may be specified in any conditions of the carrier.

h) Failure by the Buyer to comply with the provisions hereof shall render the Buyer liable for the temporary or permanent loss of the Goods and all additional costs and expenses of the Seller in relation hereto.

7. RISK AND PROPERTY

a)  Unless otherwise agreed in writing, risk of damage to or loss of the Goods shall pass to the Buyer.

1. In the case of Goods which are to be collected from any premises by the Buyer pursuant to clause 6(a) at the time when the Seller notifies the Buyer that the Goods are available for collection. Failure to collect the goods by the Buyer shall not limit any risk in the goods.

2. In the case of Goods which are to be delivered to any location by the Seller pursuant to clause 6(a) where the Goods or any of them leave the premises at which they are located prior to such delivery, whether or not the Seller arranges transport, and where the Goods are delivered by a third party carrier any claims for loss or damage in transport must be made by the Buyer against the carrier in accordance with the carrier’s conditions.

b) Notwithstanding delivery and the passing of risk in the goods or any other provision of the Conditions property shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

c)  Until title in the Goods passes to the Buyer, the Buyer shall hold them as the Seller’s fiduciary agent and bailee, and shall keep them separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property.  Until that time the Buyer may use the Goods in the ordinary course of its business but shall not resell or otherwise dispose of them nor mix them with any other goods nor change them in any other way so that they become unidentifiable.  Provided that if the Goods are sold not withstanding this provision the Buyer shall account to the Seller for the proceeds of sale whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties, and in the case of tangible proceeds, properly stored, protected and insured.

d) Until title in the Goods passes to the Buyer the Seller may at any time require the Buyer to deliver up the Goods to the Seller. If the Buyer fails to do so the Seller shall have the uncontested right to enter upon any premises of the Buyer or a third party where they are stored and repossess them.

8. WARRANTIES AND LIABILITY

a)  In the case of the Goods the Seller warrants only that it is duly authorised to transfer ownership of the Goods to the Buyer.  In this connection and without prejudice to the generality of the previous sentence, the Seller and the Buyer acknowledge and agree as follows:-

1. The Seller has no specific knowledge of the history of the Goods, and although some of the Goods may appear to be brand new and may never have been used they could nevertheless be used as well as second-hand and may have existed for many years.

2. Accordingly the Goods are sold without any recourse to the Seller in the condition as inspected or not by the Buyer at the time of sale and the Seller gives no warranty as to the quality, condition, fitness or suitability for any particular use, or purpose of the Goods.

3. The Buyer acknowledges that the exclusions and limitations in relation to the Goods contained in these conditions are fair and reasonable having regard to the matters referred to in sub-paragraphs 1, 2, and 3 of this clause 8(a) and the fact that the Goods are priced accordingly and that the Buyer has elected to purchase the Goods from the Seller on the basis that all warranties are excluded ( save as stated in the opening sentence of this clause 8(a)), notwithstanding the fact that the same or similar goods with the benefit of warranties may be freely available from other sources.

b) In the case of the Services the Seller warrants that it will use all reasonable care and skill in performing them.

c)  Subject as expressly provided in these Conditions, and to the extent permitted by law, all warranties, conditions or other terms implied by statute or common law are excluded.

d) Any claim by the Buyer based on any alleged lack of reasonable care and skill in the performance of the Services shall be notified to the Seller within 5 days from the date of completion of such performance or  ( where the defect or failure was not apparent within that period ) within a reasonable time after its discovery.  If the Buyer does not notify the Seller accordingly the Seller shall have no liability for such defect or failure, and ( if it has not already done so ) the Buyer shall be bound to pay the price as if the Services have been performed in accordance with the Contract.

e)  Where any valid claim based on any defect in the Services is notified to the Seller, the Seller may ( at its discretion ) correct the said defect free of charge or refund the price ( or a proportionate part of it ), but the Seller shall have no further liability to the Buyer.  The Seller may elect to carry out any rectification work either at the Buyer’s premises or at some other location of its choice.

f)  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 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 the Seller, 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 or the performance of the Services, except as expressly provided in these Conditions.

g)  Without prejudice to any other provisions in these Conditions the Seller shall not be liable to the Buyer to be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods or the Services if the delay or failure was due to any cause beyond the Seller’s reasonable control         ( including, without limitation, any strike, lock-out or other form of industrial action ).

9. LIEN

The Seller shall have a general lien on all goods and property of the Buyer in the possession of the Seller in respect of all sums due from the Buyer to the Seller but unpaid, and the Seller shall be entitled on giving seven day’s notice in writing to the Buyer to dispose of such goods or property and to apply the proceeds thereof towards reduction of such debt.

10. INSOLVENCY OF BUYER

Without prejudice to any other right or remedy it may have, the Seller may cancel the Contract or suspend further deliveries or services without any liability, and if the Goods have been delivered or the Services performed but not paid for the price shall become immediately due and payable notwithstanding any previous contrary agreement or arrangement.  If:

a)  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 purposes of amalgamation or reconstruction ): or

b) an encumbrancer takes possession, or a receiver is appointed, to any of the Buyer’s property or assets: or

c)  the Buyer ceases, or threatens to cease, to carry on business: or

d) the Seller reasonably apprehends that any of such event is about to occur.

11. EXPORT ITEMS

a)  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 item 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.

b) Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall ( subject to any special terms agreed in writing between the Buyer and the Seller ) apply notwithstanding any other provision of these Conditions.

c)  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.

d) Certain ex MOD equipment as defined in Customs & Excise Notice no. 3092.  The Export of Goods ( Control ) Order 1992’ require an Export Licence granted by Dept of Trade & Industry.  Where such Goods are to be sold direct to a Buyer outside the UK it is the responsibility of the Seller to apply for and obtain the Export Licence.  It is the responsibility of the UK Buyer who intends to export such Goods to obtain the Export Licence and to provide a copy to the Seller before Goods are released for delivery to port.

e) When Goods are sold by the Seller to a Buyer outside the UK and exported accordingly, the Seller will invoice to the Buyer at the agreed price without VAT being added to the invoice. The Buyer must provide to the Seller satisfactory proof of shipment within 14 days of removal otherwise the Buyer shall be liable for the outstanding amount of VAT.

 f) Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be sold on FCA-Skegness basis and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

12. GENERAL

a)  Not withstanding the fact that the Seller may be selling Goods to the Buyer pursuant to an agreement between the MOD and the Seller.  The Seller has no authority to commit the MOD to any liability and nothing in the Conditions or in any other document forming part of the Contract shall give or be construed as giving the Buyer any rights against the MOD or any other party.

b) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

c)  No waiver by the Seller 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.

d) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

e)  The Contract shall be deemed to have been made in England and shall be subject to English Law and to the non-exclusive jurisdiction of the English courts.