Terms & Conditions


  1. Terms of Quotation

All quotations are given and orders or instructions accepted by the Seller on the basis of these conditions of trading and shall exclude any conditions that the Buyer may purport to impose and shall supercede any previous Terms and Conditions issued by the Seller.

  1. Variation of Terms

Any variation of these conditions shall be null and void unless signed by the seller.

  1. Separate Contracts

Every order or instruction communicated by the Buyer shall, on acceptance by the Seller, be treated as a separate contract. In the event of there being more than one contract in course of performance between the Seller and the Buyer any question, dispute or difficulty which may arise in respect of one of such contracts, or the terms on which it may be settled, shall not affect in any way the performance of the other contract or contracts, nor shall the Buyer be entitled to exercise in relation to any such other contract any counter claim or right to set off arising under one contract.

  1. Cancellation

No order or instruction may be cancelled in whole or part without the Seller’s consent.

  1. Disbursements

Disbursements are not included in Prices unless otherwise agreed.

  1. Delivery
  2. a) Delivery dates quoted by the Seller are given in good faith but the Seller shall not be liable for failure to deliver on any specific date.
  3. b) If the contract calls for delivery by installments each installment shall be deemed to constitute a separate contract. Any defect in any installment or failure to deliver any installment shall not give the Buyer the right to cancel future deliveries.
  4. Terms of Payment

Unless otherwise agreed in writing all contract prices are strictly net cash and shall be paid within 14 days of the invoice date on approved credit accounts only, unless otherwise stated in writing. All other accounts are payable prior to delivery. In case of failure to pay by the due date, all sums outstanding shall become payable immediately. The Seller reserves the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 2% per month or part of month. The first transaction on any new account will be against proforma payment irrespective of any other terms which may be agreed for subsequent transactions.

  1. Variation of Price

Prices are based on those ruling at the date of first quotation. If between such date and the date of delivery there is any variation in the Seller’s overall costs, the Seller shall be entitled to vary the contract price in proportion to the amount of such variation.

  1. Delays in payment

If any payment is in arrear the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further services until payment is received, whether or not such services are due under the same contract or other contracts.

  1. Title
  2. a) If goods are supplied, risk in the goods shall pass to the Buyer on delivery but title to the goods shall remain in the Seller until payment has been received in full by the Seller (without set off unless specifically agreed in writing), whereupon title to the goods shall pass to the Buyer. Notwithstanding the foregoing, if the whole or any part of the goods (whether or not after being processed or mixed with other goods or materials) is resold by the Buyer (as part of their established retail or wholesaling activities) and delivered to the Buyers sub-purchaser before the Seller has received payment therefore, then title to that part of the goods shall pass to the Buyer immediately upon delivery to the sub-purchaser. In that event, the Buyer shall receive and hold the proceeds of resale as trustee upon trust to account to the Seller therefore to the extent that any sums then owing from the Buyer to the Seller. The Buyer shall, if so requested by the Seller, assign to the Seller any unpaid debt due to the Buyer from such sub-purchaser arising from the results where property in the goods has not passed prior to the resale. If the Seller shall pursue such debt it shall thereafter repay to the Buyer any monies recovered in excess of sums owing to the Seller and its reasonable costs and expenses incurred in pursuing the claim.
  3. b) If any payment is overdue or the Buyer commits any act of bankruptcy, or, if a limited company, satisfies any statutory ground for winding up by the court or voluntarily, then, without prejudice to any other remedies to which it may be entitled, the Seller may terminate all or any uncompleted contracts outstanding between it and the Buyer and by its servants or agents enter the Buyer’s premises to recover all goods of which title has not passed.
  4. c) By entering into a supply contract with the Seller, the Buyer irrevocably agrees not to infringe any of the Sellers intellectual property rights, copy, trade or in any way benefit either directly or indirectly from property with copied design features or visual styling for a minimum of three years or the life of any intellectual property right, whichever is the greater.
  5. A9 Technology
  6. a) The Buyer accepts that the Seller is acting solely as importer and distributor of A9 Technology products and is not the inventor or manufacturer.
  7. b) Any information provided either verbally or in writing is for general guidance only and does not relate to any specific mechanical machine or device owned or operated by the Buyer or any other party, whether the Seller has any specific knowledge of a machine or device or not.
  8. c) The Buyer understands and accepts that any A9 Technology product is not able to improve or repair to any extent any mechanical component in any circumstances.
  9. d) The Buyer accepts full responsibility for the failure and consequences of any failure of any mechanical component that is not to the specification of and supplied by the original manufacture of the machine.
  10. e) The Buyer accepts that the intended use(s) of any A9 Technology product(s) is limited to those stated on the Seller’s product packaging and literature and the Seller, it’s officers, employees and agents shall not be held liable for any claim of any kind under any circumstances, consequential or not, arising out of the use of the product(s) beyond the value of the product(s) sold by the Seller to the Buyer at the time of purchase.
  11. f) The Buyer agrees to bear at his sole expense all costs and expenses related to investigating, handling and responding to any claim brought against the Seller and if found to be groundless, false or fraudulent to pay all associated costs together with liquidated damages to the full extent allowed by law.
  12. Notification of Claims
  13. a) The Seller shall be entitled to reject any claim for defective goods or services unless such claim is notified in writing to the Seller within 14 days of delivery, or, if the alleged defect is not immediately apparent, within such longer period as the Seller may reasonably allow in the circumstances.
  14. b) The Seller shall be entitled to reject any claim for non-delivery of the goods or services in whole or in part unless notice in writing is given by the Buyer within such time from the date of dispatch as would enable a claim to be made on the carrier.
  15. Opinions and Advice

Any opinion or advice communicated under a consultancy service offered by the Seller is intended for consideration only and the Buyer shall have no claim against the Seller if the opinion or advice should be deemed inappropriate at any time. Any decisions or actions by the Buyer and the consequences thereof, whether influenced by the advice or opinions of the Seller or not, shall be the sole responsibility of the Buyer.

  1. Limitation of Liability

The Seller warrants that the goods or services delivered shall be of normal merchantable quality unless specifically stated to the contrary and will be suitable for any purpose recommended in its publication(s) or in writing to the Buyer. The Seller’s liability is limited to replacement of any goods that do not conform to this warranty. This warranty is given in place of and shall be deemed to exclude all other warranties and conditions whether express or implied and whether arising by common law, statute or otherwise. In particular, but without limitations of the foregoing the Seller shall not be liable for the failure of goods or services to be fit for any particular purpose even if the Buyer has previously used the goods or services successfully for any purpose, nor shall the Seller be liable for any loss or damage attributable to the goods or services whether direct or consequential, except liability for death or personal injury resulting from the Seller’s direct negligence.

  1. Safety Instructions

The Buyer undertakes to ensure compliance by its servants or agents with any safety precautions or instructions for safe handling given by the Seller and that all reasonable steps are taken to ensure safe handling in accordance with current regulations or guidelines.

  1. Force Majeur

Notwithstanding any other provision hereof, should the processing, delivery or dispatch of the whole or any part of the goods or services be delayed, prevented hindered or rendered uneconomic by any causes whatsoever beyond the Seller’s control, the Seller shall be entitled, either to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until, in the Seller’s judgment, such cause shall have ceased to operate. The Seller shall be under no liability in respect of such cancellation, postponement or suspension. Without limiting the generality of the cause or causes referred to above, the same shall include war, fire, accident, breakdown of plant or machinery, strikes and lockouts (whether affecting the Seller’s works or those of their suppliers or their carriers), shortage of or late or non-delivery.

  1. Indemnity

The Buyer shall indemnify the Seller against all costs, claims and expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design, copyright, confidentiality or circumvention and any other claim resulting from compliance with the Buyer’s instructions, express or implied.

  1. Interpretation

Every contract between the Seller and the Buyer shall in all respects operate and be construed as an English contract and be governed by English Law.