Terms & Conditions
1. GENERAL
a. These terms and conditions shall apply to all trading between Euro-Gas Management Services Ltd (“The Company”) and any individual, firm, company or any other party who buys or agrees to buy goods and/or services from the Company (“The Customer”), and no variation of these conditions shall be binding upon the Company unless otherwise agreed by the Company in writing. No servant or agent of the Company other than a director has authority to bind the Company to a departure from these conditions.
b. In the event of any conflict or inconsistency between these and the terms of any order or acceptance these conditions shall prevail.
2. PRICE
a. Goods will be sold based upon volume related pricing on the date which the order is accepted and confirmed or as may be agreed in writing and may be subject to review at not less than 14 days notice.
b. The price quoted or accepted by the Company shall, unless otherwise agreed in writing, be exclusive of all freight delivery charges, duties and taxes in respect of the services and/or goods and exclusive of any export and/or import duties, all of which taxes and duties shall be paid by the Customer.
c. The Company reserves the right to amend prices as necessary at any time without prior notification.
3. PAYMENT
a. All quotations are made and orders accepted subject to payment for the goods or services being received by the Company against Proforma prior to manufacture and despatch of goods, unless otherwise agreed in writing. The Customer shall not be entitled to withhold payment of any amount payable by reason of any dispute or claim by the Customer in connection with any sale, and in the case of any short delivery or delivery of damaged goods shall remain liable to pay the full invoice price of all other goods delivered.
b. All outstanding monies shall be deemed to become due immediately upon the commencement of any act or proceedings in which the Customer’s insolvency is involved.
c. Payment may be made from the Customer to the Company via Bank-to-Bank wire transfer or VISA/MasterCard. Where payment is made by Visa/Mastercard, conditions apply and a 3% surcharge will be applicable on total invoice values over UK £ 500-00. The Company also accepts UK £ Sterling cheques from UK customers.
d. A minimum order value applies to gas sensor orders. Orders under £400-00 in total goods value are subject to an additional minimum order charge of £10-00.
4. CURRENCY
a. Unless otherwise agreed, all prices are expressed and payable in UK £ Sterling.
5. TITLE
a. Title in the goods shall not pass to the Customer before payment has been made to the Company in full. For the purpose of these terms, all liquidated sums owed by the Customer to the Company on any account or grounds whatsoever shall be deemed to form part of this contract.
b. The Customer will not interfere with any identification marks or serial numbers on the goods. Until title in the goods passes to the Customer, it shall hold the goods (at no cost to the Company) in a fiduciary capacity for the Company in a manner which enables them to be identified as the goods of the Company and the Customer shall immediately return the goods to the Company should it so request.
c. The Company may, at any time, recover and resell goods to which title shall not have passed.
d. By servants or agents, the Company shall be entitled to access to the Customer’s premises or those to which the Customer has right of access where the goods are stored or reasonably thought to be stored for the purpose of inspection or repossession at any time.
e. If any of the goods are incorporated in other goods before title in the goods has been passed to the Customer, then the title in the goods so produced shall, at the moment of manufacture or mixing, pass to the Company but the new goods shall be at the Customer’s risk. All of the Company’s rights in the goods under this clause shall extend to such new goods.
f. In the event of an administrative receiver being appointed or a Petition being presented or Order made for the appointment of an administrator or winding up of the Customer or any resolution being passed for its liquidation in so far as it is lawful, the Company shall be deemed to have forthwith revoked any licence or authority for the future use of the Company’s goods in the possession or control of the Customer and shall not be deemed to consent to the exercise of any actual or claimed right of any person in respect of it’s goods except to the extent that such person pays the purchase price of the goods to the Company or personally undertakes to so within 30 days of the invoice.
g. Notwithstanding Conditions 5(a) and (e) and subject to Condition 5(f), the Customer shall be entitled to offer for sale and sell the goods and any goods incorporating the goods at the best obtainable price in the ordinary course of its business. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal. The Customer shall hold any claim against sub-buyers in respect of such sales on trust for the Company. The Company shall be legally and beneficially entitled to the proceeds of sale and the entire proceeds of sale or otherwise of such goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
h. If:
i. the Customer sells any goods and/or new goods and the sale proceeds exceed the amount owing by the Customer to the Company; or if
ii. the proceeds of sale of goods and/or new goods identified as the Company’s money pursuant to Condition 5(g) exceed the amount owing by the Customer to the Company; then the Company shall apply the balance of the proceeds of sale as follows:
1. first, if applicable in reimbursing the Company the cost and expense of taking possession and the sale of the goods and/or new goods and any damages which the Company has suffered as a result of any repudiation of contract by the Customer; and
2. secondly, paying any sums due and owing to other creditors of the Customer in respect of other items and materials used in connection with the manufacture of the new goods where the property in such items and materials has remained vested in such other creditors by reason of effective reservation of title clauses and the claims of such other creditors pursuant to such reservation of title clauses have been notified to the Company by the Customer or it’s liquidator, administrator or receiver or by such other creditors.
6. DESPATCH & DELIVERY
a. Despatch dates are subject to product requirements and receipt of Proforma payment prior to manufacture and despatch, unless otherwise agreed in writing. Please note that many products are produced to order. The Company will provide approximate despatch times on provision of requirements. Please allow a lead time from receipt of Proforma payment against order of: (a) for sensor products, approximately 2-3 weeks for sensors, 4-6 weeks for 4-20mA transmitters and 6-8 weeks for MODBUS cards; (b) for GazCal gas generators, approximately 6 weeks; (c) for Kitagawa Gas Detector Tube System products, the Company holds many items in stock and, as stock situation changes daily, the Company will confirm availability upon receipt of firm order and quantity requirements.
b. Every effort will be made to adhere to the despatch date quoted but no liability to the Customer or to any other person is accepted by the Company if for any reason delivery is delayed beyond the quoted delivery date. Failure to make delivery shall not vitiate this agreement.
c. Arrangements for delivery of the goods to the Customer’s premises will be made by the Company unless otherwise informed in writing. The Company may consider utilising a Customer’s own carrier on request and in this instance, a nominal packaging/administration charge is applicable where goods are collected ex works or despatched on a customer’s carrier account. This charge covers the packaging and administration necessary for safe transit of each consignment.
d. If a delivery is postponed at the discretion of the Company, the invoice date will become the date quoted by the Company as the despatch date. Costs associated with packing and carriage may be charged to the Customer at the discretion of the Company, and as determined by the terms of delivery agreed with the Customer.
e. The risk in the goods shall be deemed to pass to the Customer in accordance with the rules of delivery as defined by ICC Incoterms 1990 unless otherwise agreed in writing with the Customer.
f. Any discrepancy between goods ordered and goods delivered must be notified in writing to the Company within 3 days of delivery, failing which the goods delivered shall be deemed to comply in all respects with the order of the Customer.
g. Notification of non-delivery must be made within 7 days of the date of the Company’s invoice.
h. Any order accepted by the Company may at the sole discretion of the Company be delivered in instalments, the Company may then request payment for those goods delivered to the Customer.
7. IMPORT RESTRICTIONS
a. If the country of destination is subject to any special import terms, restrictions, export or import licences, the Company does not accept responsibility for such situations or documentation and it is the responsibility of the Customer to ensure that any products or services supplied by the Company are in accordance with such requirements as may be specified by the Customer’s country or Governmental body. Should special import documentation be required, the Company must be advised prior to acceptance of Order and the Company will provide a quotation for the production of any such special documentation required to be either legalised or certified by the country of destination. The Customer is responsible for arranging any applicable customs clearance and is responsible for any local taxes, duties and insurance payable.
8. DEFECTIVE GOODS
a. Unless otherwise specified by the Company in writing, all products manufactured by the Company are subject to a warranty for a period as specified and relevant to product supplied, from date of despatch against defects in workmanship, materials and construction.
b. The Company is under no obligation to accept goods returned by the Customer and will do so only on terms to be agreed in writing in each individual case. Non-complying goods should be returned transportation prepaid by the Customer and returned to the Company. The goods may be repaired or replaced, at Company’s option, and return-shipped lowest cost, transportation prepaid. Company shall have no further liability to the Customer. No goods will be accepted for return without authorisation obtained in advance of shipment from Customer.
c. The Warranty is only applicable where the product has been operated within the parameters recommended by the Company. The warranty is subject to the following conditions:
(i) The Company shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer.
(ii) The Company shall be under no liability in respect of any defect arising from fair wear and tear, contamination,wilful damage, negligence, incorrect movement, improper installation, neglect, failure to follow Company’s instructions (whether oral or in writing), operation in environmental conditions outside specified safe operating extremes, misuse or modification or repair of the goods without the Company’s approval.
(iii) The Company shall be under no liability in respect of any defect or failure of the goods to operate in accordance with the specifications, illustrations, description and other particulars in the Company’s literature due to the fact that the Customer combines or uses the goods with any incompatible equipment or ancillary products that may be connected to the goods.
Company reserves the right to charge its regular charges if inspection does not disclose a defect within the terms of this warranty. Repaired or replaced equipment shall be warranted for the remainder of the unused warranty term or for 90 days from shipment, whichever is longer. Additional warranty terms for specific goods may apply. The Company does not represent that the goods may not be compromised or circumvented; that the goods will prevent any personal injury or property loss; or that the goods will in all cases provide adequate warning or protection.
d. The Company will accept no liability for any consequential, economic and incidental damage or loss. Except in respect of death or personal injury caused by the Company’s negligence, the Company will accept no liability for any claim made against the Customer by another party.
e. It is the responsibility of the Customer to ensure that the goods comply with any legal requirement for whatever application the goods are used. Specific attention is brought to the labelling and disposal of the goods.
f. The Customer shall bear responsibility for providing to its respective customers good and sufficient warnings concerning the manner and character of usage of the goods so as to avoid any charge of “failure to warn”.
g. Nothing in the relationship between the parties shall be construed as a warranty or representation by the Company that the manufacture, use or sale of goods by the Company or the sale or use of goods by the Customer shall be free from infringement of patent or other intellectual property rights owned by third parties.
h. It is agreed that the Company shall not be liable to the Customer under breach of contract, warranty, negligence, strict liability or any other legal theory for any indirect, incidental, special or consequential loss, expense, damages, demands, actions or any other claims whatsoever, (including but not limited to, loss of profit, investment, good will, business or business opportunity) or for any punitive damages arising out of, or resulting from, the passage of title in the goods to the Customer or the Customer’s subsequent sale of the goods to others.
i. The Customer shall indemnify and hold the Company harmless from any and all loss or liability for any and all claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including, without limitation, reasonable attorney’s fees, costs and disbursements) arising from any injury or alleged injury to any third person or persons for property damage or personal injury based on allegation of “failure to warn”.
9. FORCE MAJEURE
a. If any party hereto shall be delayed or prevented from the performance of any act required herein by reason of strikes, labour troubles, acts of God or any other cause beyond the reasonable control of the obligated party, performance of such act shall be excused and the obligated party shall be given an additional period of time to perform the obligation save that the Customer shall not be given any additional period to pay for the goods by reason of any industrial action by the Customer’s employees.
10. LEGAL CONSTRUCTION
a. These Terms and Conditions and the contract between the Company and the Customer shall be governed by and construed in all respects in accordance with the Laws of England and the Courts of England shall have exclusive jurisdiction over any disputes relating to these terms and conditions.
11. IMPLIED CONDITIONS AND WARRANTIES
a. These Terms and Conditions contain all the terms under which Contracts of Sale are entered into by the Company and any express or implied statement, condition or warranty, statutory or otherwise, not stated herein, are expressly excluded.