1.1 In these conditions “we”, “us” and “our” relates to Ram Power Ltd a company whose office is at Unit C1 Townsend Industrial Estate, Portland Close, Houghton Regis LU5 5AW “you” and “your” relates to the person or organisation placing an order subject to these Terms and Conditions with us. “Equipment” means the goods sand/or services supplied by us pursuant to any such order.
1.2 Unless otherwise agreed in writing by the company Ram Power Ltd these standard Conditions Of Sale (which supersede any other sets of conditions issued by us) shall override any terms or conditions stipulated incorporated or referred to by you at any stage even if they are stated to take precedence over any other conditions. All representations (whether written or oral and whether or not made prior to the date of the contract) all conditions or warranties, whether express or implied (whether by statute, course of conduct, trade usage or otherwise) are expressly excluded from and shall not form part of the contract save only insofar as the provisions of the Unfair Contract Terms Act 1977 prevents any such exclusion.
1.3 No binding contract shall be affected by your acceptance of our quotation. The contract between you and us is constituted by our acceptance, whether by written acknowledgement or, where no written acknowledgement is given upon despatch of the equipment. You accept that insofar as any terms or conditions contained remaining in the order. Any acceptance on these conditions so accepted by us and shall be deemed to be severable and shall be severed from the order without affecting the validity of the terms and conditions remaining in the order. Any acceptance on these conditions by us shall not constitute a counter offer.
1.4 Any quotation is valid for 30 days from the date of quotation and for the quantities stated therein. Unless otherwise stated all quotations tendered are subject to withdrawal by us at any time prior to contract.
1.5 We reserve the right to subcontract all or any part of our obligations under the contract.
2.1 All our drawings, weights, dimensions, specifications and other descriptive matters advertised or submitted to you are approximate only and do not form part of the contract. Alterations and improvements are continually made to our products and we reserve the right to make changes to our products without notice provided that these changes do not substantially affect the performance or cost. At your request specific technical performance data or dimensions may be provided in writing signed by the Company Ram Power Ltd but in all cases, you must allow for a reasonable margin of tolerance.
2.2 Any order from you is accepted on the basis that you will provide us with all information to enable the design, manufacture and commissioning of the Equipment to proceed without delay. We reserve the right to increase the contract price where you do not provide the correct information within a reasonable time.
2.3 All specifications, drawings, technical descriptions and all other material or information supplied to you by us relating in any manner to the Equipment is confidential and copyright material. Without our prior written consent, no such material or information shall be disclosed to any third party or used by you in any manner.
2.4 We undertake not to disclose to any third party any confidential information or drawings which you may supply to us.
3.1 Unless otherwise stated our quote prices are net ex-works in pounds sterling and do not include V.A.T. (or any government tax charge or duty), or the cost of packing insurance loaded delivery freight installation or similar charges, which items will all be charged as extras.
3.2 The price will be that covered by a valid quotation. Where a valid quotation does not exist at the time of order, the price will be that ruling at the time of despatch of the equipment from our works. An additional charge may be made to cover any increase in the costs of manufacture and materials arising between the date of quotation and the date of delivery.
4.1 The time stated for delivery will date from receipt by us of a written order to proceed together (if appropriate) with all necessary information, drawings and free issue items required from you. We shall not be liable in any manner whatsoever for any delay in delivery or commissioning of the equipment. Any date specified shall be an estimate only and time shall not be of the essence in connection with the performance by us of our obligations under the contract. If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the counter or shall otherwise discharge the same) the period for performing our obligations shall be extended to such period (not being limited to the length of delay) as we may reasonably require completing the performance of our obligations.
4.2 If the contract provides for quantities of Equipment to be delivered to be specified by you by schedule from time then any schedule relating to the contract and delivered by you shall be subject to acceptance by us and shall not form part of the contract unless and until so accepted.
4.3 We despatch Equipment to you at your sole expense and:
(a) Unless you specify otherwise Equipment will be boxed or crated, as we deem proper for protection against normal handling. An extra charge will be made for preservation, waterproofing and similar added protection of the equipment;
(b) All UK shipments are ex-works, delivery of equipment to the initial carrier constitutes delivery to you. If requested by you we shall (as your agent) arrange carriage provided that the routing and manner of carriage will be at our discretion and the value of insurance obtained on your behalf shall be our invoice price;
(c) No claim for shortage or non-delivery will be considered unless we and the carrier are advised within the time limits necessary for a valid claim to be made against the carrier,
(d) We will not be liable for the Equipment or placing in position on site except by prior arrangement.
4.4 Risk in the equipment or any part thereof shall pass to you upon delivery of all or any part thereof and you shall insure the equipment to the full purchase price against all loss or damage arising from any cause whatsoever from the time of delivery and note our interest as owners to the insurers.
4.5 If you fail to take delivery of the Equipment or give disposal instructions when it is due and ready for delivery then there shall be deemed delivery to you at our works and risk shall pass to you. We will have the equipment stored on your behalf at your sole expense and risk.
4.6 Equipment supplied on “sale or return” and not returned to our works within the agreed period shall be paid for in full.
5.1 All sums shown as due on our invoice must be paid within 30 days (or the period stated on the invoice) of the date thereof. In the case of progress payments, payments are due on demand. Without prejudice to any other rights we may have in connection with late payment, we reserve the right to charge interest, which shall accrue at the rate of 3% over the base rate for the time being of Royal Bank of Scotland Plc on a daily basis on all amounts due to outstanding.
5.2 We shall be entitled to sue for payment due notwithstanding that title to the Equipment may not have passed by virtue of clause 5.6 of these conditions.
5.3 For export despatches on a fob, C&F or CIF basis payments in full must be received by us prior to the despatch of the equipment unless an irrevocable letter of credit confirmed and drawn on a United Kingdom bank is first opened in our favour or equivalent arrangements are made to our satisfaction.
5.4 We reserve the right to suspend the completion of any order placed by you in the event that our payment terms are not complied with.
5.5 You will discharge all sums due under this contract without any claim for set off or counter claim whatsoever.
5.6 Title in the Equipment shall not pass to you until such time as all sums owing to us whether under this contract or any other contract have been paid in full. Until title passes to you, you shall hold the equipment as our bailer and shall return the equipment to us on demand. You shall further permit us (by our servants or agents) to enter your premises and to repossess the equipment at any time and shall reimburse all our reasonable costs and expenses in so doing. You shall be at liberty to resell the Equipment purchased from us prior to the passing of the title upon the basis only that any such sale shall be effected as our agent and that so much of the proceeds of sale as are necessary to discharge payment in full to us shall be held by you on trust for us.
6.1 In the event that any Equipment supplied by us shall provide to be defective on or before the expiry of a period of twelve calendar months from the date of delivery or a period of six calendar months from the date of installation of the Equipment (whichever shall be the earlier) by reason of faulty materials or workmanship or by reason of the fact that the Equipment is otherwise than in accordance with our specification, we undertake to remedy any such defect in the equipment either by repair or by the supply of replacement parts, our sole option such repair or replacement to be free of charge of all Equipment situated in the United Kingdom providing always that such undertaking:
(i) Shall not apply to all or any part of the Equipment not manufactured by us to any part of the Equipment supplied by you and
(ii) Shall apply only where the Equipment has been located installed operated and maintained strictly in accordance with good engineering practice and our data sheets instructions and drawings; and
(iii) Shall not apply where any defect arises by reason of damage sustained in transit; and
(iv) Shall only apply where written notice of the defect is given to us as soon as practicable after you have become aware of the defect and in any event during the period specified above and where the defective Equipment has not been used after the date of such notice and until repair or replacement has been effected; and
(v) Shall only apply if we have had the opportunity to examine and test the Equipment (at our option, either on site or at our premises). In the event that such examination and test shows that the Equipment is not defective as aforesaid the cost of such examination and test shall be charged to you; and
(vi) Shall not apply where the Equipment is used in circumstances, where high loading, high speed or reduced lubrication adversely affects the bearing life.
6.2 In the event that the Equipment is returned to us we shall not be liable for any costs incurred by you unless such costs have previously been authorised in writing by us.
6.3 Where the equipment or any components thereof have not been manufactured by us, we will pass on to you the benefit of such warranty as may be obtained by us from the original manufacturer.
7.1 Save as expressly provided by the contract we shall not be liable in any manner whatsoever whether to you or to any third party for any loss or damage of whatsoever kind or howsoever caused arising from the contract or the supply of the equipment hereunder or whether arising in contract tort (including for the doubt negligence) or by statue provided only that such exclusive shall not exclude or limit any liability or purport to exclude or limit any liability where such exclusive or limitation is void or unenforceable pursuant to the Unfair Contract Terms Act 1977.
7.2 Save as expressly provided in the contract you shall indemnify us against all liability to third parties (including all cost charges and expenses) which we may incur or suffer in any manner whatsoever arising from or connected with the possession of the equipment by you (whether or not property in the Equipment shall have passed to you) or the use of the equipment after the date of delivery.
8.1 We shall indemnify you against any loss or damage suffered by you in the event that the equipment manufactured by us and supplied to you infringes or is alleged to infringe the intellectual property rights of any third party provided always that:
(a) The indemnity shall not apply
(i) To any part of the equipment manufactured by a third party or supplied by you; or
(ii) In the event that the equipment is adapted or modified by you without our prior consent ; or
(iii) In the event that the equipment is used in a manner or for a purpose not expressly stated in your order or specified by us; or
(iv) If the equipment or any part thereof is used in combination with equipment or other devices not made or supplied by us;
(b) You shall notify us immediately in writing or any alleged infringement or circumstances that might result in such allegation.
(c) You will at our request allow us to conduct and/or settle all negotiation or litigation. The costs incurred or recovered in such negotiations or litigation shall be borne by or belong to us; (d) Save as required pursuant to this indemnity we shall not be liable to you or to any third party whatsoever in connection with any such infringement or alleged infringement.
If you commit any breach of the terms of the contract or become unable to pay your debts as they become due or enter into liquidation (whether voluntary or compulsory) or be subject to any petition for a winding-up order or shall have a receiver appointed over all or any part of your assets or any petition is presented for the appointment of an administrator we reserve the right to terminate the contract forthwith but without prejudice to any right or remedy which we may lawfully enforce or exercise and without any obligation to return to you any sums paid to us hereunder. We shall be under no liability to complete any work started be it design, manufacture or commission and may stop equipment in transit to you unless paid for in full.
Unless otherwise stated this contract shall be governed by and constructed exclusively in accordance with the laws of England to the non-exclusive jurisdiction of those courts you agree to submit.
Registered in England & Wales Company No 08758214. VAT No GB 179 499 336 © Ram Power