We make all offers and accept all orders only upon and subject to the
following terms and conditions which shall form part of any contract
concluded between us to the exclusion of any other terms and conditions
except as specified on the face of our quotation or as otherwise agreed
in writing by our authorised signatory.
(a) All offers remain open for
acceptance within 30 days after the date of our quotation and subject
to availability of the goods at the date of issue of our acceptance of
order or confirmation of Contract.
(b) Acceptance must be by way of unqualified acceptance of our written
quotation and its contents, terms and conditions. Descriptions,
illustrations, specifications, drawings and particulars of weights and
dimensions contained in our catalogues, advertisements and other
literature are approximate only and form no part of the contract.
(c) All extras and accessories ordered but not specified in our
quotation will be charged separately as will the costs of all test
adjustments, alterations, additions and other work undertaken at the
(d) Unless expressly accepted by our authorised signatory in writing,
any qualification or amendment of these conditions (whether in the
Buyer's order or acceptance of our offer or otherwise) shall be
(e) No binding contract will be created by the Buyer's acceptance of
our offer until our written confirmation of the Contract has been
dispatched to the Buyer.
(f) Acceptance of delivery of the goods shall be deemed conclusive
evidence of the Buyer's acceptance of these conditions.
2. CONSEQUENTIAL LOSS OR DAMAGES
(a) Save as expressly provided in
these Conditions we shall be under no liability whatsoever in respect
of any loss, damage, injury or expense whatsoever arising from any
defect in the goods and in particular (but without prejudice to the
generality of the foregoing) we shall not be liable for any
consequential damage or expense or any loss of profit or any liability
to third parties incurred by the Buyer in consequence of such defects.
Nothing in these conditions shall apply to exclude or restrict any
liability which cannot be excluded or restricted by virtue of the
Unfair Contract Terms Act
(b)The Buyer will indemnify us in respect of any liability, loss, claim
or proceeding whatsoever arising whether under Statute or at Common Law
in respect of any damage to property or the death of or injury to any
person caused by or by the use of any Goods sold by us to the Buyer
unless in the cases of death or personal injury only, such death or
injury shall be proved to have been caused by our negligence or that of
3. CHANGES IN SPECIFlCATlON
We reserve the right to make changes
at any time and without notice in the materials, dimensions, colours
and design of our products and such changes shall not affect the
validity of any contract between us and the Buyer provided that such
variations and modification do not adversely affect in any material way
the performance of the said products or the quality of workmanship or
of materials used. Sizes quoted are to be taken as nominal, by nature
of the products being inflated it is impossible to define exact sizes.
Variations can occur.
All implied warranties are hereby
excluded to the fullest extent permitted by law and only such
warranties as are expressed given by us shall apply.
(a)Unless otherwise stated all prices
quoted are for goods ex our Works. Packing and carriage costs will be
charged extra for the Buyers account.
(b)All prices quoted are subject to alterations without notice to take
account of fluctuations in the cost of labour and materials and of
alterations in rates of exchange and import duty which may occur it the
course of manufacturing the goods.
(c)We shall be entitled to adjust the price to take account of any
delay on the part of the Buyer in supplying information required to
complete his order or of any alteration made by the Buyer to the
specifications or other information supplied by the Buyer.
6. PAYMENT AND TITLE OF GOODS
(a)50% deposit payable with order
unless otherwise stated.
(b)Balance of price to be paid and cleared prior to despatch, unless
previous arrangements have been made.
(c)Deposit not refundable in the event of cancellation.
(d)For account customers - Terms are strictly nett. Payments to be made
within 30 days of the invoice date.
(e)Until full payment has been received by us as specified in our
quotation. We shall retain the ownership of the goods and the Buyer
(1)hold them as bailee only and shall not sell, part with or modify
them in any way nor incorporate them into any other machine or device
in such a way as to destroy or obscure their identity. And
(2)insure them for their full contract value against 'All Risks' with
an underwriter or insurance company approved by us, our interest is to
be noted on the policy and a certificate to this effect is to be
produced to us on request. And
(3)store them separately from all other goods and in such a way and
place that they may at all time by clearly identified as our property.
(c)(1) In the event of a failure by the Buyer to pay for the goods
and/or the commission of an act at bankruptcy and/or the commencement
of any proceedings to wind-up the Buyer where the Buyer is a Limited
Company, then we reserve the right to enter the Buyer's premises, or
any other place where the goods might be, without notice in order to
re-possess the goods.
(2)Any such goods or part of goods so re-possessed may be re-sold
without notice to the Buyer and without prejudice to our right to claim
damages against the Buyer.
(d)We reserve the right at any time to charge interest on late payments
with effect from the due date and on a day to day basis at a compound
annual rate of 4% above Bank base lending rate from time to time.
(e)In the event that the Buyer fails to make payment for the goods or
fails to take delivery of any of the goods supplied by us, then all
sums outstanding in respect at any goods supplied by us shall become
due and payable immediately and we may in our absolute discretion and
without prejudice to any other rights we may have
(1)Suspend all future deliveries of the goods to the Buyer under the
contract in question or under any other contract and/or terminate any
such contract(s) without liability upon our part; and/or
(2)Require payment at interest on all amounts due at a compound annual
rate of 4% above Bank base lending rate for the time being prevailing
from the date when payment for the goods in question became due to the
date of actual payment.
7. DELIVERY AND RISK IN THE GOODS
(a)We will use our best endeavours to comply with our quoted delivery
date but we will not be liable for any loss, damage, injury or expense,
either direct or indirect and including but not limited to loss of
profit or liability to third parties, which may be suffered by the
Buyer by reason of late delivery of the goods from whatsoever cause the
late delivery may arise.
(b)Although given in good faith the time for delivery mentioned in our
quotation is intended as an estimate only and is not therefore to be
treated as of the essence of the contract
(c)The Buyer shall have no right to reject goods by reason of their
being delivered other than at the quoted time.
(d)Delivery in the UK shall be as follows:
(1)Goods sold "ex-works" will be dispatched in accordance with the
buyer's instructions and the risk in such goods will pass to the Buyer
from the time of loading at our works.
(2)Goods sold "Delivered" will be dispatched by whatever means of
transport we chose unless a specified method of transport has
previously been agreed in writing. The risk in the goods will pass to
the Buyer when they reach the destination named by the Buyer and before
unloading.We will insure the goods for their full contract value
against the risk of loss or damage in transit and the premium will be
charged to the customer's account.
(e)Delivery overseas shall be by the appropriate method stated in our
quotation, strictly interpreted in accordance with the definitions
contained in INCOTERMS 1980, except that FOB shall mean FOB Liner
(f)We shall not be liable for failure to deliver goods or to complete
work or for failure to do so promptly if such failure arises due to
force majeure or by reason of any delays occasioned by strikes, riots,
lockouts or other labour trouble, war, fire, accident, mechanical
failure, non-availability to us of supplied of stock, parts, or
materials. delay in delivery' to us of the goods or materials therefore
by suppliers or other persons. Government action, legislation or
regulation of any kind. Act of God, or any circumstances whatsoever
outside our reasonable control and such delay or failure to deliver or
to complete work on goods shall not affect the Buyer's obligation to
pay for goods already delivered and work already completed.
The Buyer shall not be entitled to
cancel the contract or any part thereof nor to require delay in its
performance without our written consent which will only be given on
terms which will indemnify us against all loss.
Where goods are sold packed the
extent of packing and/or protection necessary will be at our
discretion. Any special packing stipulated by the Buyer will be charged
to the Buyer's account Any goods sent unpacked at the Buyer's request
will be at the risk of the Buyer. All packing materials are
If within fourteen days after we
despatch our notification to the Buyer that goods sold Ex Works. FOB or
FAS are ready the Buyer does not make arrangements for the collection
or storage of the goods we shall be entitled to submit our sales
invoice for payment and arrange storage either at our Works or
elsewhere on the Buyer's behalf and all charges for storage and or
insurance shall be for the account of the Buyer
11. LOSS OR DAMAGE IN TRANSIT
(a)We accept no liability for loss or
damage in transit except in the case of goods sold 'DELIVERED' and in
such case our responsibility will be limited to replacing or repairing
the missing or damaged goods, or at our option, returning the purchase
price. In any event no claim will be considered unless both the
carriers and ourselves are notified in writing.
(b)In the case of damaged goods notification must be received in
writing within three days of receipt other than on any proof of
delivery note; and in the case of non-delivery within 14 days after the
date of despatch as notified by us.
12. TRADE MARKS
The Buyer may not at any time erase,
alter or deface our name or any of out trade marks or attach any other
trade mark to the goods or juxtapose our trade marks with any other
mark likely to cause confusion, unless in receipt of our express
permission in writing.
The copyright in our designs, data
sheets, packaging and literature shall remain our property and no
rights or licence (except as to the use for which our goods are
supplied) shall be granted hereby whether express or implied.
14. IMPORT LICENCE
Where applicable the Buyer will be
responsible for obtaining an import licence and for ensuring compliance
with all regulations governing the admission of goods into the country
15. EXPORT LICENCES
If equipment is to be exported
particularly to Eastern Bloc countries an Export Licence may be
required. It is the responsibility of the exporting agent to obtain the
necessary clearance for exporting the equipment in the event of an
order being placed with us, accompanied by a deposit, no refunds can be
made in the event of export licences being refused.
16. HEALTH AND SAFETY
The Buyer shall be responsible for
ensuing that all Statutory, Government or Local Authority regulations
are complied with in relation to the operation of any goods purchased
from us. Should any local regulations require amendments to the
specification included in the supply contract, then the cost of any
such amendments shall be charged to the account of the Buyer in
addition to the original contract price. The Buyer shall ensure that
all lnstructions, Handbooks, Notices and Warnings issued by us are
properly understood and complied with at all times by all persons using
the goods or working within close proximity to them, the Buyer being
responsible for the translation of the English narrative supplied by
17. GOVERNING LAW
These conditions and any Contract
between us and the Buyer shall be governed in all respects by the laws
of England except that the Uniform Law an the international Sale of
Goods shall not apply either in whole or in part. The Buyer shall
submit to the jurisdiction of the English Courts.
(a)In lieu and any warranties
conditions or liabilities implied by law our liability in respect of
any defect in goods or for any loss, injury or damage attributable
thereto shall be limited to, at our option (i) the supply of new goods
in exchange for defective goods or (ii) repair at our premises of
defective goods or (iii) payment at value of defective goods. Save as
aforesaid and without prejudice thereto we shall not be liable far
consequential or other damage howsoever arising.
(b)Further we shall not be liable (i) Unless claim is detailed in
writing within 12 months of invoice date; (ii) To accept return of
goods until we have examined them; (iii) Unless Goods supplied are
installed and demonstrated at the time of installation by the Company
or installed as advised by the Company.
(c)In respect that our goods include design and artistic work not
capable of precise definition our obligation to supply goods to
customers is limited to supplying goods reasonably in compliance with
any specification forming part thereof.
(d)It is understood that our goods have a limited life, the length of
which is determined according to the amount of use; consequently goods
used extensively will not last as long as goods used occasionally;
customer accepts that he has no claim by reason of goods deteriorating
through use. Play items fitted on an inflated bed are subject to
abnormal wear and will not be the subject of any liability of any
nature on the Company.
(e)All goods returned to the Company for work under guarantee or work
undertaken at the purchasers request and at his cost shall be returned
in a clean and dry condition, properly rolled and/or packed. Should the
Company judge that the goods are not in fit condition as to cleanliness
the Purchaser will bear al costs of putting such goods in fit condition
by removing them for cleaning or providing labour or the cost of labour
to put the goods in fit condition.
19 SET-OFF AND COUNTER CLAIM
The Buyer shall not be entitled to
withhold payment of any sums after they become due by reason of any
right of set-off or Counter claim which the Buyer may have or allege to
have or for any other reason whatsoever.
Each and every item herein set out
(including subject to Condition 7) every stipulation as to time is
hereby declared to be of the essence of every contract made between us
and the Buyer.
21. APPLICABILITY OF THESE CONDITIONS
These conditions shall also apply to
any future oral or written contract for the supply of goods and/or
service by us to the Buyer save to the extent that such conditions are
in future contracts specifically varied or excluded or are inconsistent
with what is expressly agreed in any such future contract