General

1. “The Company” refers to SIP (Industrial Products) Limited which has its registered office at Gelders Hall Road, Shepshed, Loughborough, Leicestershire, LE12 9NH, England and SIP (Machinery Europe) Limited which has its registered office at ASM Chartered Accountants, First Floor, Block One, Quayside Business Park, Dundalk, Co Louth, Ireland, whichever may be the Company selling the goods subject of this contract.
   
   
2. Unless otherwise agreed in writing by the Company these conditions shall supersede any earlier sets of conditions of sale appearing in catalogues or elsewhere and shall override any terms or conditions stipulated, incorporated, or referred to by the intending purchaser whether in an order or in the course of negotiations or at any time.
   
   
3. The intending purchaser has had an opportunity to consider these conditions of sale and to take legal advice if so desired before agreeing to be bound by them.
   
   
4. Dimensions, weights, and descriptions of the goods stated on the offer, acceptance, catalogue, or circular are approximate only and are not binding as to details.
   
   
5. The Company will not accept the return of goods for any reason unless prior agreement has been received from the Company in writing.

Payment

6. Unless otherwise agreed in writing by the Company the terms of payment shall be:-
   
   (a) cheque or accepted electronic payment methods
   
   (b) where agreed by the Company prior to delivery nett monthly, such time to run from the date of issue of invoice rather than receipt of goods.  Nett monthly payment requires the intending purchaser to pay by the end of the month subsequent to the month in which the invoice is issued.
   
   
7. The Company is entitled to charge interest at the rate of 5% per month on a daily basis on any sum outstanding from the date when the same becomes due until the date of actual payment.
   
   
8. Terms of payment as agreed shall be strictly observed by the intending purchaser and the time for payments shall be of the essence.  The obligations of the Company are subject to the terms of payment and all the intending purchaser’s other obligations being observed.
   
   
9. It is a condition of the acceptance of any order that having regard to the continuance and unpredictable fluctuations in the main variables establishing the Company’s list price such as the increasing cost of labour, transport, raw materials, any new tax liability, the rate of exchange and import duty that goods be charged by the Company and paid for by the purchaser at the price ruling at the date of invoicing.  The responsibility remains with the purchaser to ascertain whether prices in his possession are valid at the time of invoicing.  The Company will not in the normal way avail itself of this condition except where such a variable is in the opinion of the Company substantial.

Title

10. Notwithstanding that credit may have been given for the payment of the price of goods the intending purchaser agrees that:-
    
    (a) the goods shall remain the sole and absolute property of the Company as both legal and equitable owner until such time as the intending purchaser shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.
    
    (b) the Purchaser will keep the goods insured to their full replacement value against loss or damage with a reputable insurance company and will provide the Company with evidence of such insurance upon their request.
    
    (c) until such time as he becomes the owner of the goods, he will be a bailee of them only and will store them on his premises separately from his own goods or those of any other person and in a manner that makes them readily identifiable as the goods of the Company.  He will not amalgamate, conjoin or in any way mix the Company’s goods with other goods, either of the intending purchaser or of any other person.
    
    (d) The Company may at any time for the purpose of recovery of its goods in the event of the intending purchaser entering into liquidation or becoming bankrupt or having a winding-up order made against him or having a Receiver appointed in respect of his assets or for whatever reason enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

Delivery

11. All goods shall be delivered ex-works Shepshed unless special carriage and packing arrangements have been previously agreed and the cost of packing and any form of transport shall be paid by the intending purchaser.  Any date of delivery mentioned by the Company is an estimate only and the Company shall not be liable for the consequences of delay howsoever caused.
    
    
12. All goods must be inspected immediately on arrival.  Under no circumstances shall the Company be liable for damage to or from a consignment unless the Company is notified within 24 hours of receipt of the goods or in the case of non-delivery, unless notice is given within seven days of the due date of arrival.

Cancellation

13. The Company reserves the right to cancel any order if after acceptance the goods set aside for such order are destroyed or damaged beyond repair and cannot be replaced.  No order may be cancelled by the intending purchaser without the written consent of the Company.

Warranty

14. The Company undertakes to replace or repair (the choice is at the discretion of the Company) free of charge including labour any goods which are faulty owing to defective workmanship or faulty materials for a period of twelve months from the date of purchase or such longer period as may be specified in writing by the Company in any of its formal Guarantees.  This undertaking does not cover faults or defects arising from normal wear and tear, damage in transit or misuse of equipment including overloading, negligence, or accident.  The Company shall under no circumstances accept responsibility for alterations, repairs or attachments to goods carried out by persons other than employees of the Company or its authorized agents.
    
    
15. The Company shall not be liable for any expense which the intending purchaser may occur in connection with the removal or replacement of any parts of the goods whether for the purposes of inspection or otherwise.  Parts of the goods or the goods themselves returned to the Company shall be returned carriage paid and shall be in due course returned to the intending purchaser ex-works.
    
    
16. The Company shall not be bound by any statement as to price, representation, warranty, or condition not expressly specified herein nor any representation, warranty, or condition, whether verbal or in writing made by its agents or servants unless also confirmed in writing by the Company.
    
    
17. Subject to clause 12 hereof and save in so far as the law permits exclusion of liability, the Company shall be under no liability to the intended purchaser or to any person for any loss or damage of whatever nature whether the same may be caused by negligence, breach of statutory duty, breach of contract, breach of warranty or condition, whether such warranties or conditions are express or implied or are derived from statute or common law or howsoever liability may arise.

Returns

18. Goods are not sold on a “Sale or Return” or “On Approval” basis.  Unauthorised returns will not be accepted and will returned at the Purchaser’s cost.  Goods correctly supplied to the Purchaser’s order will not be accepted for return or exchange unless by prior agreement in writing with a minimum restocking fee of 15% (based on the condition of the returned goods) which will be deducted from the credit note, with a minimum charge of £10.  The “Purchaser” will also be liable for all carriage charges relating to the return.

Indemnity

19. The intending purchaser will indemnify the Company in so far as the law permits against any claim which arises from or in connection with the supply of goods whether such liability arises by reason of the Company’s negligence or their breach of contract or their breach of statutory duty or howsoever any such liability may arise.

Law

20. No variations in respect of these conditions of sale shall be accepted unless confirmed in writing by the Company.  These conditions shall be governed by and construed in accordance with English Law and the Leicester County Court shall be the venue for the hearing of any Court proceedings.