Terms and Conditions of Sale and Supply of Services
Inverters-uk.co.uk is a business of Goodwin Electronics Limited (“Goodwin”)
1.1 “the Buyer” means the person(s), firm or company who purchases the Goods from Goodwin.
1.2 “the Order” means each and every order resulting from any quotation given by Goodwin to the Buyer in respect to the sale of Goods and/or the supply of Services.
1.3 “Delivery Date” means the date specified by Goodwin on which the Goods are to be delivered.
1.4 “Goods” means electronic, electrical, motion control equipment & components, assemblies and gearboxes including motors, drives, transducers, control systems panels and the design, development, servicing and repair of such equipment.
1.5 “the Price” means the costs of the Goods excluding VAT, insurance ,carriage and delivery charges.
1.6 “the Services” means any commissioning and training of the Buyer’s employees, agents and subcontractors.
2. Terms and Conditions applicable.
2.1 The Conditions apply to all contracts and orders for the sale of the Goods and/or provisions of Services between the Buyer and Goodwin to the exclusion of all other terms and conditions which shall include any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document and any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Goodwin.
2.2 No representation or warranty is made or given by Goodwin except as stated herein.
2.3 The contract shall be formed at the time of Goodwin’s acceptance of an order placed by the Buyer which shall be deemed to occur at the earlier of Goodwin’s written acceptance which shall include E-mail or delivery.
2.4 Unless withdrawn or unless the quotations state otherwise all quotations are open for acceptance for a period of thirty days from the quotation date.
2.5 Goodwin shall make all reasonable effort to ensure the accuracy of the technical data and literature supplied with the Goods and/or Services, but shall not be liable for any loss or damage directly or indirectly arising from any error or omission in such technical data or literature.
2.6 Goodwin may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods, and the Buyer will not be entitled to object or reject the Goods and/or Services by reason of such reasonable modifications.
3.1 The Price of the Goods shall be Goodwin’s quoted price which shall be binding on Goodwin provided that the Buyer places the order based on the quotation within thirty days of the date of such quotation and where Goods are delivered at short notice an additional fee maybe payable. The price for the Services will be Goodwin’s stated price on the date on which the Services are carried out.
3.2 Goodwin will be entitled to charge Goodwin’s prescribed minimum value (current at the date of sale of the Goods) if the Buyer orders Goods to a value below Goodwin’s prescribed minimum value.
4.1 Unless otherwise agreed by Goodwin in writing the price for the Goods and/or Services and any other charges payable shall be due, in the case of Goods when the Buyer orders them, and in the case of Services when the services are supplied, and time for payment shall be of the essence.
4.2 Where Goods are supplied to the Buyer on credit, the Buyer will be invoiced for the Goods on delivery and the Buyer shall pay for the Goods no later than the last day of the month following the month of invoice.
4.3 The Buyers shall not be entitled to any deductions, discounts or rebates for prompt or early payment.
4.5 Interest on overdue payments will accrue at a daily rate on the amount overdue from the date when payment becomes due until the date of payment at the rate of 4% above HSBC Bank plc’s base rate from time to time in force, and will accrue at such rate after as well as before judgement.
4.6 The Buyer may not withhold payment of any invoice or other amount due to Goodwin by reason of any right of setoff or counterclaim which the Buyer may have, or allege to have, or for any reason whatsoever.
4.7 If the Buyer fails to make any payment when it is due Goodwin may without prejudice to any other remedy it may have:
4.7.1 suspend work on, and withhold delivery of Goods under any contract it has with the Buyer at that time until payment is made; and
4.7.2 if payment remains outstanding for more than 7 days, cancel any such contract or order by written notice to the Buyer, in which case it may either deliver any Goods purchased or manufactured pursuant to the contract in the state in which they then are, whether finished or not, and the Buyer shall pay for them a fair proportion of the purchase price, having regard to the work done and the material used in producing the Goods, or sell them for its own account and pass good title in respect to the Goods produced to the Buyer purchasing the Goods.
5. Delivery of Goods and/or carrying out of Services.
5.1 Unless otherwise agreed by Goodwin in writing, delivery of the Goods shall take place at Goodwin’s premises.
5.2 Where by agreement delivery of the Goods is to take place at the Buyer’s premises, and is to be effected by a carrier or by Goodwin, the Buyer shall be responsible for the delivery charges and Goodwin shall not be liable in respect of any damage in transit howsoever, caused (including negligence) unless notice in writing is given to the carrier and to Goodwin within seven working days from receipt of the Goods (or in the case of non-delivery within seven working days of the date when the Goods would in the ordinary course of events have been received) whichever is the earlier.
5.3 For any damage in transit or non-deliveries Goodwin’s liability will be limited to replacement of the Goods within a reasonable time, subject to the Goods being returned to Goodwin immediately.
5.4 The delivery date is not of the essence of the contract and Goodwin shall not be liable for any loss or damage whatsoever due to failure by Goodwin to deliver the Goods (or any of them) promptly or at all.
5.5 Goodwin reserves the right to deliver the Goods by separate instalments. Each such instalment shall be invoiced and paid for in accordance with the provisions in the contract of sale, and any failure of Goodwin to deliver one or more of the said instalments of the Goods on the due date shall not entitle the Buyer to treat the contract of sale as repudiated.
5.6 The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates shall entitle Goodwin (at the sole option of Goodwin) without notice to suspend further deliveries of the Goods pending payment by the Buyer.
5.7 If for any reason the Buyer fails to accept delivery of the Goods the Buyer shall remain liable to pay the price for the Goods, together with interest, and (without prejudice to any other right conferred upon it in that event by these terms or by law) at Goodwin’s option Goodwin shall be entitled to store the Goods and the Buyer shall be liable to Goodwin for the reasonable cost of such storage and shall be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of Goodwin), or Goodwin shall be entitled to cancel the contract.
5.8 Where the Buyer requests extra or special packing Goodwin shall be entitled to charge the full cost of the same. Any such packing shall be at the Buyer’s own risk and no warranty is given as to the suitability fitness or otherwise of such packing for its purpose.
5.9 The Buyer will at its own cost, unless otherwise agreed in writing, supply all machinery equipment and labour, lay on all services and make all other preparations as shall be necessary for the off-loading commissioning and/or testing installation and proper working delivery of the Goods and/or supply of Services at the Buyer’s premises.
6. Title and Risk.
6.1 The Goods shall be at the Buyer’s risk as from delivery. In spite of delivery having been made property in the Goods shall not pass from Goodwin until:-
6.1.1 the Buyer shall have paid the Price plus VAT in full and
6.1.2 no other sums whatever shall be due from the Buyer to Goodwin.
6.2 Until property in the Goods passes to the Buyer in accordance with clause
6.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for Goodwin. The Buyer shall store the Goods (at no cost to Goodwin) in premises and under conditions suitable for such storage and being supervised and protected from loss damage theft fire or other perils. The Buyer shall store the Goods separately from all other goods in its possession and marked in such a way that they are clearly identified as Goodwin’s property.
6.3 Notwithstanding that the Goods (or any of them) remain the property of Goodwin the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of Goodwin. Any such Sale or dealing shall be a sale or use of Goodwin’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from Goodwin the entire proceeds of sale or otherwise of the Goods shall be held in trust for Goodwin and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Goodwin’s money.
6.4 Goodwin shall be entitled to recover the Price (plus VAT) notwithstanding that the property in the Goods has not passed from Goodwin.
6.5 Until such time as property in the Goods passes from Goodwin the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to Goodwin. If the Buyer fails to do so Goodwin or its authorised agents may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 7.3 shall cease.
6.6 The Buyer shall not pledge, or in any way charge by way of security for any indebtedness any of the Goods which are the property of Goodwin. Without prejudice to the other rights of Goodwin, if the Buyer does so all sums whatsoever owing by the Buyer to Goodwin shall forthwith become due and payable.
6.7 If the Buyer is a registered company it shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of Goodwin, if the Buyer fails to do so all sums whatsoever owing by the Buyer to Goodwin shall forthwith become due and payable.
7 Damages or Defects.
7.1 Goodwin warrants that, subject to the normal limits of industrial quality, the Goods shall at the time of despatch be reasonably fit for the purpose for which the Buyer has given written details (if any) to Goodwin prior to the conclusion of the contract, and shall be of satisfactory quality and subject to clause 2.1 correspond with the description to which they are sold.
7.2 If any Goods do not conform to that warranty Goodwin will at its option repair or replace the Goods but the Buyer (and not Goodwin) shall be responsible for the cost and expense of re-delivering the same, and the cost of removing defective goods (including all travelling and any other incidental expenses) and supply of any materials or substances previously supplied by or on behalf of the Buyer and the Goods shall remain at the risk of the Buyer at all times. In the case of parts sent to the Buyer with which the Buyer repairs the Goods, once the Buyer has tampered with the Goods the warranty is invalidated.
7.3 In the case of the Services Goodwin warrants that the Services will be carried out with reasonable skill and care.
7.4 The foregoing warranties under clauses 7.1 and 7.3 are conditional upon:
7.4.1 the Buyer giving written notice to Goodwin of the alleged defect in the Goods and/or Services, such notice to be received by Goodwin within seven days of the Buyer discovering the defect, or ought to have discovered the defect, and in any event where new Goods are delivered within twelve months of delivery of the Goods, and in the event of servicing, exchange or repairs of the Goods, within three months of delivery.
7.4.2 the Buyer affording Goodwin a reasonable opportunity to inspect the Goods or if so requested by Goodwin returning the allegedly defective Goods to Goodwin’s premises carriage paid for inspection to take place there;
7.4.3 the Buyer makes no further use of the Goods after the time at which the Buyer discovers or ought to have discovered the defect;
7.4.4 the defective Goods having been installed, used, stored and maintained in accordance with any instructions issued by Goodwin, or in accordance with general trade practice, and there being no negligence or misuse on the part of the Buyer, its servants or agents, nor the Goods having been altered or repaired by any person other than Goodwin or their authorised agents;
7.4.5 Goodwin being satisfied that the defect in the Goods and/or Services was due to its defective workmanship, or use of defective materials, and without prejudice to the foregoing Goodwin shall be under no liability for defects due to wear and tear or neglect or use of the Goods for any purpose other than those for which they are designed;
7.4.6 the defective Goods not having been sold, let, hired or otherwise disposed of by the Buyer to a second or subsequent user or purchaser.
7.5 In the event of any breach of this contract by Goodwin the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of Goodwin exceed the Price of the Goods and/or Services provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of Goodwin
7.6 Save as otherwise provided in this clause and to the extent permitted by law;
7.6.1 all other conditions and warranties express or implied are hereby expressly excluded;
7.6.2 Goodwin shall be under no liability for any loss or damage howsoever caused which arises in respect to the Buyer’s liabilities to any third party;
7.6.3 Goodwin shall be under no liability for any direct indirect or consequential loss or damage howsoever caused, and without prejudice to the foregoing Goodwin shall not be liable for any costs claims or damages or expenses arising out of any tortious acts or omissions, or any breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
7.7 Where Goods are not manufactured or processed by Goodwin, Goodwin gives no warranty as to patent registered design copyright and other industrial property rights in or in connection with the Goods and/or Services. 7.8 Goodwin accepts no responsibility for any drawing, design or specification not prepared by Goodwin, and Goodwin gives no warranty, guarantee, representation or opinion on the practicability of construction or of the efficacy, safety or otherwise of materials to be supplied or work to be executed by Goodwin, and the Buyer shall be responsible for the cost of any additional work caused by defects in any such drawings, designs or specifications.
8. Termination or Cancellation.
8.1 If the Buyer fails to make payment for the Goods on the due date, or commits any other breach of the contract, or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors, or commits an act of bankruptcy, or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due, or if being a limited company any resolution or petition to windup the Buyer (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented, or if a receiver administrator receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets, or if the Buyer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the Goods shall be payable immediately. Goodwin may in its absolute discretion and without prejudice to any rights which it may have :
8.1.1 suspend all future deliveries of the Goods and/or Services to the Buyer and/or terminate the contract without liability upon its part; and/or
8.1.2 exercise any of its rights pursuant to clause 6.
8.2 In the event of any such cancellation by Goodwin in accordance with clause 8.1, or any cancellation and/or repudiation of the contract by the Buyer, Goodwin shall be entitled to recover damages from the Buyer for all loss, damage of whatsoever kind, consequential or otherwise, which Goodwin shall sustain in connection with such cancellation.
9. Delay Occasioned by the Buyer.
9.1 Where delay is occasioned by the Buyer, the Buyer shall promptly furnish all designs, equipment, personnel information and instructions necessary for Goodwin to be able to undertake the work in performance of the contract, and the Buyer shall compensate Goodwin for all loss and expense incurred by Goodwin by reason of such delay or any error, defect or omission therein, or by reason of any other act on the part of the Buyer.
10.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party
10.2 The Buyer shall not use the Goods or any specifications designs or drawing or any other information supplied by Goodwin for the purpose of designing or manufacturing identical Goods without Goodwin’s prior written consent. All patent, registered design, copyright and other industrial property rights in or in connection with the Goods which Goodwin may have shall remain the property of Goodwin.
10.3 The Buyer shall indemnify Goodwin against all charges, damages, penalties, costs and expenses to which Goodwin may become liable as a result of work done or Goods supplied in accordance with the Buyer’s instructions which involves the infringement of any letters, patent, trade marks, copyright or registered design or other rights of any third party.
10.4 These Conditions and their construction shall be governed by English law and the Buyer and Goodwin shall submit to the jurisdiction of the English Courts.
10.5 The Buyer shall indemnify Goodwin against all costs, claims, demands, proceedings, charges and expenses for which Goodwin may become liable in respect of the Goods and/or Services except to the extent that liability is specifically assumed by Goodwin under these Conditions.
10.6 Any failure by Goodwin to exercise any rights under these Conditions shall not constitute a waiver, or prevent the subsequent exercise of such rights.
10.7 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions shall not be affected by them.
10.8 Any notice required to be served pursuant to any contract for the sale of Goods and/or Services between the Buyer and Goodwin shall be in writing and served by first class post or by hand on Goodwin at : 6, Lumina, Martindale Road, Croft Business Park, Bromborough, Wirral or such other address as Goodwin may from time to time notify to the Buyer, and on the Buyer at the Buyer’s registered office or its principal place of business.
10.9 Goodwin may licence or sub-contract all or any of its rights and obligations under this contract without the Buyer’s consent.
10.10 No waiver or forbearance by Goodwin (whether express or implied) in enforcing any of its rights under this clause shall prejudice its right to do so in the future.
10.11 All headings are for ease of reference only and shall not affect the construction of this contract.
11. Testing and Installation.
11.1 Where the Buyer requires Goodwin to carry out tests on the Goods, Goodwin may charge the Buyer at a reasonable rate for work done and materials used in testing.
11.2 Where Goodwin carries out work at the Buyer’s request at any place other than its own premises, without prejudice to any other remedy Goodwin may have, the Buyer shall indemnify Goodwin against any losses it may suffer (including any damages, costs and expenses it may have to pay) as a result of damage to Goodwin’s property, or claims against Goodwin by its employees, or by any third party where the losses arise from the nature condition or state of repair of the place, or any materials or equipment in that place, or from any negligence of the Buyer, its servants or agents of any third party.
12 Buyer’s Materials.
12.1 In relation to any orders for which the Buyer supplies Goodwin with his own blanks, patterns or other materials (“the Materials”) clause 7.5 shall apply.
12.2 Where any Materials prove to be unsuitable for the treatment Goodwin is required to carry out on them, the Buyer shall pay Goodwin for all work done and indemnify Goodwin against all loss or damage it may have suffered through the unsuitability of such Materials.
13. Export Terms.
13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in, or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
13.2 The Buyer shall forthwith obtain all import licences (or equivalent authorisation) necessary in respect of the importation of the Goods into the country to which they are to be consigned, and shall promptly inform Goodwin of their grant.
13.3 Unless otherwise specified, delivery shall be effected FCA (as defined in the Incoterms) by Goodwin delivering the Goods into the charge of the carrier named by the Buyer (but Goodwin shall not be required to give the Buyer any notice relating to insurance) and the Goods shall at that time be deemed to be delivered in accordance with the contract.
13.4 Goodwin shall not be responsible for any loss or damage to the Goods after the same have been delivered. 13.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at Goodwin’s premises before shipment. Goodwin shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
13.6 Unless otherwise specified by Goodwin in writing, all orders accepted by Goodwin will specify that the price is FCA. Unless otherwise specified by Goodwin in writing, all prices quoted are exclusive of VAT, customs duties, import services. All prices quoted are subject to variations without notice.
13.7 Unless otherwise agreed the price for the Goods to be supplied by Goodwin is specified in the tender document and is payable in cash in Sterling.
13.8 In relation to prices specified in a currency other than Sterling (“the Quoted Currency”) and unless otherwise agreed in writing by Goodwin, Goodwin shall have the right at any time, or times, when the rate in the London Foreign Exchange market for the Quoted Currency in terms of Sterling stands more than 5% higher than such rate on the date when the price was quoted, to raise any such prices by a percentage not exceeding the percentage rise in such rate for Quoted Currency, and shall forthwith notify the Buyer of such increase price which shall then be substituted for the original price.
13.9 Payment of all amounts due to Goodwin shall be made by irrevocable sight letter of credit opened by the Buyer in favour of Goodwin and confirmed by a bank in the United Kingdom acceptable to Goodwin, or if Goodwin has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement by acceptance by the Buyer and delivery to Goodwin of a bill of exchange drawn on the Buyer payable 30 days after sight to the order of Goodwin at such of HSBC Bank PLC in England as may be specified in the bill of exchange. 13.10 The Buyer undertakes not to offer the Goods for resale in the United Kingdom or any other country notified by Goodwin to the Buyer at or before the time of the Buyer’s order is placed or to sell the Goods to any person if the Buyer knows or has reason to believe that person intends to resell the Goods in any such country.