PJ Plate Heat Exchangers Ltd Terms and Conditions
PJ HEAT EXCHANGER SERVICES
General Terms and Conditions
These conditions apply to all the company sales. Any variations to these conditions and any representations about the goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the company.
The buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the company which is not set out in the contract.
1. Validity of quotation
No order shall be binding unless a written order is sent. Quotations are valid for 30 days.
The prices for the goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance. We reserve the rights to charge where necessary which must be paid in addition when it is due to pay for the goods.
3. Payment Terms and Delays in Payment
Payment terms are 30 days from date of invoice, unless otherwise stated and agreed. Incase of overdue payments, we hold the right to charge interest which will be at 5% of the Full invoice value. We reserve the right to claim interest under the Late Payment of Commercial Debts (interest) Act 1998.
All payments payable to the company under the contract shall become due immediately on its termination despite any other provision. The buyer shall make all payments due under the contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the buyer has a valid court order requiring an amount equal to such deduction to be paid by the company to the buyer.
4. Delivery Time
The delivery time does not start until the purchaser has confirmed to PJ Heat Exchangers in writing that all official permits and authorisations necessary for the full validity of the agreement have been obtained. Should the preconditions for the start of the delivery not have been fulfilled within six months from the signing of the agreement, PJ Heat Exchangers shall be entitled to terminate the agreement forthwith, Provided such non-fulfilment has not been caused by PJ Heat Exchangers. Any liability of the company for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such goods.
Subject to the other provisions of these conditions the company shall not be liable for any direct, indirect or consequential loss (all three of which terms include; without limitation, pure economic loss, loss of profit, anticipated savings, loss of business, depletion of goodwill and similar loss), cost, damages, charges or expenses caused directly or indirectly by any delay of the delivery of goods (even if caused by the company’s negligence), nor shall any delay entitle the buyer to terminate or rescind the contract unless such delay exceeds 180 days (6 Months).
5. Acceptance Test
If the purchaser proposes to conduct and acceptance test, the same shall be at the purchaser’s expense and shall be made when the equipment is new, clean and undamaged, and before being placed in service by the purchaser and shall be made within 3 months of the date of delivery. The goods shall be deemed confirming to the contract and acceptance in the absence of written objection received by PJ Heatexchangers within 3 months of the delivery date.
6. Consequential Damages
Under no circumstances shall PJ Heat Exchangers be liable for consequential or special damages, or for any expense incurred as a result of use of its product; irrespectively of whether same may be proven effective under the warranty.
PJ Heat Exchangers shall be entitled to full compensation if the cost to PJ Heat Exchangers of performing its obligations is increased by reason of the enactment in the purchaser’s country of any law or other order or regulation, after the date of the quotation. If the start of the delivery period is delayed for reasons not attributable to PJ Heat Exchangers, PJ Heat Exchangers shall be entitled to compensation for its direct and indirect costs in respect of the delay, which unless proven otherwise, shall be deemed to be 1.5% of the total equipment purchase price for each full 30-day period of delay.
PJ Heat Exchangers reserves the right to substitute items equal or better [performance, provided such substitution will not cause material disadvantage to the purchaser.
Ownership of goods remains to be PJ Heat Exchangers until the goods are paid for by the purchaser.
PJ Heat Exchangers reserve the rights to remove plates and other items supplied to the purchaser if these are unpaid when they become due. Risks of goods are passed on to the buyer when they are received.
Until the ownership of the goods has passed to the buyer, the buyer shall:
(a) Hold the goods on a fiduciary basis as the company’s bailee;
(b) Store the goods (at no cost to the company) separately from all other goods of the buyer or any third party in such way that they remain readily identifiable as the company’s property;
(c) Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
(d) Maintain the goods in satisfactory condition; and
(e) Keep them insured on the company’s behalf for their full price against all risks to the reasonable satisfaction of the company and on request the buyer shall produce the policy of insurance of the company.
The company warrants that ( subject to other provisions of these conditions) on delivery 6 months from the date of delivery, the goods shall:
(a) Be of satisfactory quality within the meaning of the Sales of Goods Act 1979; and
(b) Be reasonably fit for any particular purpose for which the goods are being bought, if the buyer had made known that purpose to the company in writing and the company had confirmed in writing that it is reasonable for the buyer to rely on the skill and the judgement of the company.
10.1. The company shall not be liable for a breach of any warranties in condition 10 unless:
(a) The buyer gives written notice of the defect to the company, and, if the defect is as a result of damage in transit to the carrier, within (7) days of the time when the buyer discovers or ought to have discovered the defect; and
(b) The company is given a reasonable opportunity after receiving the notice of examining such goods and the buyer (if asked to do so by the company) returns such goods to the company’s place of business at the buyer’s cost for the examination to take place there.
10.2. The company shall not be liable for a breach of any warranties in condition 10 if:
(a) The buyer makes any further use of such goods after giving such notice;
(b) The defect arises because the buyer failed to follow the company’s oral or written instructions as to the storage, installation, commissioning, use of maintenance of the goods or (if there are none) good trade practice;
(c) The buyer alters or repairs such goods without prior written consent of the company;
(d) If the total price for the goods has not been paid or of any charges due to the seller from the buyer has not been paid.
11. Limitation of Liability
The following provisions set out the entire financial liability of the Company (including any liability for the acts or emissions of its employees, agents and subcontractors) to the buyer in respect of:
(a) Any breach of these conditions
(b) Any use made or resale by the buyer of any goods, or of any product incorporating any of the goods; and
(c) Any representation, statement or tortuous act or omission including negligence arising under or in connection with the contract.
The companies total liability in contract, tort (including negligence or breach statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contact shall be limited to the contract price; and
The company shall not be liable to the buyer for any pure economic loss, loss of profit, anticipated savings, loss of business, or depletion of goodwill or similar loss in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.
12. Force Majeure
The company reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of the goods ordered by the buyer (without liability to the buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes ( whether or not relating to wither party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the buyer shall be entitled to give notice in writing to the company to terminate the contract.
13. Divisibility Clause
“This contract is divisible. Goods supplied to each purchase order/on notification of call off/each month during the currency of the contract shall be invoiced separately. Each invoice for work performed in (any month) shall be payable by you in full, in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect or default in the goods supplied or to be supplied in any other month”.
“This contract is divisible. Each delivery made hereunder:
(i)Shall be deemed to arise from a separate contract, and
(ii)Shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect or default in the delivery of any other instalment”.
14. Returned Goods
(a) The vendor will not accept (standard) goods for credit or rectification unless such return has been authorised by a director, and the goods are received by the vendor in stock condition, with original packaging and the vendor retains the right at its sole discretion whether to accept the return of the goods or whether to rectify the goods or whether to issue a credit note in respect thereof. The vendor reserves the right to charge a restocking fee of 25% on goods returned for credit which are not in stock condition. Bespoke / unique goods will not be accepted for credit unless agreed in writing by a director.
(b) The purchaser shall unless otherwise stated be responsible for the cost of outward and return carriage and insurance of all goods returned by the purchaser to the vendor for service or credit which goods shall be at the risk of the purchaser until actual receipt of the goods by the vendor. The onus of proof of safe delivery shall rest with the purchaser.
(c) All items returned to the vendor by prearrangement and found to contain no fault, will be subject to a 25% restocking charge, providing the goods are in original stock condition. Any downward variation of this restocking charge shall be at the sole discretion of the vendor.
(d) No credit shall be allowed for goods until they have been received complete.
15. Customers Failed plates
The Customer has 6 weeks in which to request the return of their failed plates (plates which have failed Crack/ Visual inspection). If plates have not been requested for return within this period, PJ Heat Exchangers will have the right to dispose of them.
Warranty given on plates and gaskets supplied by PJ Heat Exchangers are 6 months. This warranty is voided if Customer has tampered with goods their selves. Free issue parts are not given warranty.