TRADING CONDITIONS FOR NILFISK LTD 1 Unless otherwise agreed, these conditions apply to all goods and services supplied by the Seller. 8 RISK AND PROPERTY 2 INTERPRETATION 8.1 Risk of damage to or loss of the goods shall pass to the Buyer: In the case of goods to be delivered 2.1 In these conditions:- otherwise than at the Seller’s premises at the time of delivery; or if the Buyer wrongfully fails to take “BUYER” means the person who accepts a quotation of the Seller for the sale of the goods or the supply delivery of the goods, the time when the Seller has tendered delivery of the goods. of services or whose order for the goods or services is accepted by the Seller. 8.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, “GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds is to supply in accordance with these Conditions. payment in full of the price of the goods and all the other money from the Buyer for which payment is then “SELLER” means Nilfisk Ltd (including for the avoidance of doubt the following trading divisions of the due. Seller: Nilfisk, Nilfisk-Alto, Nilfisk-ICM, DTE, Viper and Arrow Supplies). 8.3 Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the “SERVICES” means the services which the Seller is to supply in accordance with these Conditions. Seller’s fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third “CONDITIONS” means the trading conditions set out in this document and (unless the context otherwise parties and properly stored and protected and insured and identified as the Seller’s property. Until that requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. time the Buyer shall be entitled to re-sell or use the goods in the ordinary course of its business but shall “CONTRACT” means the contract for the purchase and the sale of the goods or services. hold the proceeds of sale or otherwise of the goods, including insurance proceeds on trust for the Seller “INCOTERMS” means the International Rules for the interpretation of trade terms of the International and shall keep all such proceeds separate from any monies or property of the Buyer and third parties. Chamber of Commerce as in force at the date when the Contract is made. If there is any conflict between 8.4 Until such time as the property in the goods passes to the Buyer (and provided the goods are still in the provisions of Incoterms and these Conditions, the latter shall prevail. existence and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to deliver “WRITING” includes e-mail, facsimile, cable, telex and comparable means of communication. up the goods to the Seller and, if the Buyer fails to do so forthwith, enter upon any premises of the Buyer 2.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that or any third party where the goods are stored and re-possess the goods. provision as amended, re-enacted or extended at the relevant time. 8.5 The Buyer shall not be entitled to pledge or in way charge by way of security for any indebtedness any of 2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. the goods which remain the property of the Seller but if the Buyer does so, all monies owing by the Buyer 3 BASIS OF THE TRANSACTIONS 3.1 The Seller shall sell and the Buyer shall purchase the goods or services in accordance with any written to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. quotation of the Seller which is accepted by the Buyer or, any written order of the Buyer which is accepted 9 TRAINING by the Seller, subject in either case to these Conditions which will govern the contract to the exclusion 9.1 Where the Services supplied by the Seller include training in respect of any Goods (“Training”) of any other terms and conditions subject to which any such quotation is accepted or purported to be 9.1.1 The Buyer shall ensure that the recipient of any training shall have adequate competence, accepted, or any such order is made or purported to be made, by the Buyer. knowledge and skills to understand and benefit from the Training provided. 3.2 In the case of goods supplied for export, the Buyer shall be responsible for complying with any legislation 9.1.2 Notwithstanding the contents of any Training it is the responsibility of the Buyer to ensure that it or regulations governing the importation of the goods into the country of destination. and all persons for whom it is responsible has received suitable training to use the Goods and 3.3 No variation to these conditions shall be binding unless agreed in writing between the authorised that they have read all user manuals and instructions (“Manuals”) supplied with any Goods. The representatives of the Buyer and Seller. Buyer must ensure that all Goods are operated at all times in accordance with the Manuals and 3.4 The Seller’s employees or agents are not authorised to make any representations concerning the any updates thereto issued by the Seller from time to time. goods or services unless confirmed by the Seller in writing. In entering into the contract the Buyer 10 WARRANTIES AND LIABILITIES acknowledges that it does not rely on, and waives any claim for breach of any such representations which 10.1 Subject to the conditions set out below, the Seller warrants that the goods will correspond with their are not so confirmed. 3.5 Any advice or recommendation given by the Buyer or its employees or agents to the Buyer or its specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from delivery. employees or agents as to the storage, application or use of the goods or the suitability of services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so 10.2 Subject to the conditions set out below, the Seller warrants that the Seller shall perform all services in a good and workmanlike manner. 10.3 The above warranties are given to the Buyer subject to the following conditions:- confirmed. 3.6 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 10.3.1 The Seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification submitted by the Buyer. 10.3.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, 4 ORDERS AND SPECIFICATIONS wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s 4.1 The quantity, quality and description of and the specification for the goods or services shall be those set instructions (whether oral or in writing), misuse or alteration or repair of the goods without out in the Seller’s quotation (if accepted by the Buyer). the Seller’s approval. 4.2 The Seller reserves the right to make any changes in the specification of the goods or services which 10.3.3 ALL HOSES ARE ONLY COVERED within the Warranty FOR SEVEN DAYS from the date of are required to conform with any applicable safety or other statutory requirements or, where the goods purchase of the goods by the end user or within six months of the date of sale to the Buyer or services are to be supplied to the Seller’s specifications, which do not materially affect their quality or whichever shall be the earlier. performance. 10.3.4 The Seller shall be under no liability in respect of any defect or damage arising from frost or 4.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the chemicals. agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all 10.3.5 The Seller shall be under no liability under the warranties (or any other warranty condition or charges and expenses incurred by the seller as a result of cancellation subject to provisions of condition guarantee) if the total price for the goods or services has not been paid by the due date for 7.5. payment. 4.4 Where the goods are sold for export from the United Kingdom the Buyer shall be responsible for the 10.3.6 The warranty under condition 9.1 does not extend to parts, materials or equipment not payment of any duties or taxes (arising from the export of the goods from the United Kingdom into the manufactured by the Seller in respect of which the Buyer will be entitled to the benefit of any country of destination) and shall indemnify and hold harmless the Seller from and against any liability such warranty or guarantee as is given by the manufacturer to the Seller. to pay such duties or taxes and specifically shall be liable to pay the Seller such duties and taxes if so 10.4 Subject as expressly provided in these conditions, and except where the goods or services are supplied required by the Seller pursuant to and under these conditions. to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and/or 5 PRICE OF THE GOODS AND SERVICES any legislation under Directive 1999/44/EC, all warranties, conditions or other terms implied by statute or 5.1 The price of the goods and services shall be the Seller’s quoted price or, where no price has been quoted common law are excluded to the fullest extent permitted by law. (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date 10.5 When the goods or services are supplied under a consumer transaction (as defined by the Consumer of dispatch of the goods to the Buyer or the commencement of the services. All prices quoted are valid Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by for thirty days only or earlier acceptance by the Buyer, after which time they may be altered by the Seller these conditions. without giving notice to the Buyer. 10.6 Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure 5.2 Except as otherwise stated under the terms of any quotation or any price list of the Seller, and unless to correspond with the specification or claims in the case of services about workmanship shall (whether otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex or not delivery is refused by the Buyer) be notified to the Seller in writing within 7 days from the date of works basis subject to the provisions of condition 7.1. delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable 5.3 The price is exclusive of any Value Added Tax which the Buyer shall be additionally liable to pay to the time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller. Seller accordingly, the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the goods or services had 6 TERMS OF PAYMENT been delivered or supplied in accordance with the contract. 6.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled 10.7 Where any valid claim in respect of any of the goods which is based on any defect in the quality or to invoice the Buyer for the price of goods on or at any time after delivery of the goods and for the price condition of the goods or their failure to meet specifications is notified to the Seller in accordance with of services on or at any time after completion of the same. these conditions or for defective services, the Seller shall be entitled to replace the goods (or part in 6.2 The Buyer shall pay the price of the goods and services (less any discount to which the Buyer is entitled, question) or redo the services free of charge or, at the Seller’s sole discretion, refund to the Buyer the but without any other deduction) within 30 days (unless otherwise agreed in writing) from the end of the price of the goods or services (or a proportionate part of the price) but the Seller shall have no further month of invoicing. The time of payment of the price shall be of the essence of the contract. liability to the Buyer. 6.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right of remedy 10.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be available to the Seller, the Seller shall be entitled to:- liable to the Buyer by reason of any representation or any implied warranty condition or other term or any 6.3.1 cancel the contract or suspend any further deliveries to the Buyer or the supply of any further duty of common law or under the express terms of the contract for any consequential loss or damage services to the Buyer; (whether for loss of profit or otherwise), cost, expenses or other claims for consequential compensation 6.3.2 appropriate any payments made by the Buyer to such of the goods (or the goods supplied under whatsoever (and whether caused by the negligence of the Seller, its employees agents or otherwise) any other contract between the Buyer and the Seller) or to such of the services (or the services which arise out of or in connection with the supply of the goods or their use for re-sale by the Buyer or the provided in any other contract between the Buyer and the Seller) as the Seller may think fit supply of the services, except as expressly provided in these conditions. (notwithstanding any purported appropriation by the Buyer) and; 10.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any 6.3.3 charge the Buyer interest (both before and after any judgement) in the amount unpaid, at the rate delay in performing or any failure to perform any of the Seller’s obligations in relation to the goods or of 5% per annum above Barclays Bank Base Rate from time to time, until payment is made in full services if the delay or failure was due to any cause beyond the Seller’s reasonable control. (a part of a month being treated as a full month for the purpose of calculating interest). 11. THE WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT Regulations 2013 (SI 2013/3113) 7 DELIVERY OF GOODS AND SUPPLY OF SERVICES (UK) and the EUROPEAN UNION (WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT) 7.1 Delivery of the goods shall be arranged by the Seller to the Buyer’s place of business or by the Buyer REGULATIONS 2014 S.I. No 149 of 2014 (Ireland WEEE Compliance Scheme) collecting the goods from the Seller’s premises at any time after the Seller has notified the Buyer that the 11.1 The Buyer shall be responsible for the environmentally safe and legal disposal of the goods at the end goods are ready for collection. of life under the above Regulations and also be responsible for providing disposal facilities for both 7.2 Any dates quoted for the delivery of the goods or the supply of services are approximate only and the household and non household users. Seller shall not be liable for any delay howsoever caused. Time for delivery or supply shall not be of the essence unless previously agreed by the Seller in writing. 12 INSOLVENCY OF BUYER 7.3 Where the goods are to be delivered in instalments or the services to be supplied on different occasions, 12.1 This condition applies if:- each delivery or supply shall constitute a separate contract and failure by the Seller to deliver any one 12.1.1 The Buyer makes any voluntary arrangement with its creditors or suffers administration, or more of the instalments or supply any part of the services in accordance with these conditions or bankruptcy or liquidation (otherwise than for the purpose of amalgamation or reconstruction) or; any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the 12.1.2 An Encumbrancer takes possession or a receiver is appointed of any of the property or assets contract as a whole as repudiated. of the Buyer or; 7.4 If the Seller fails to deliver the goods or the supply of the services for any reason other than any cause 12.1.3 The Buyer ceases or threatens to cease to carry on business or; beyond the Seller’s reasonable control, or the Buyer’s fault, and the Seller is accordingly liable to the 12.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest in relation to the Buyer and notifies the Buyer accordingly. available market) of similar goods to replace those not delivered or services not performed over the price 12.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller of the goods or services. shall be entitled to cancel the contract or suspend any further deliveries or supplies under the contract 7.5 If the goods have not been received by the Buyer, the Seller must be notified in writing within 7 working without any liability to the Buyer, and if the goods have been delivered or the services supplied but not days of the delivery date or receiving the invoice whichever shall be the later. If the goods are received in paid for the price shall become immediately due and payable notwithstanding any previous agreement a damaged state by the Buyer, the Seller must be notified in writing within 7 working days of the actual or arrangement to the contrary. date of delivery and the Buyer must also comply with all reasonable requirements of any third party carrier 13 GENERAL used by the Seller to deliver the goods. Claims received outside this period will not be entertained by the Where the Seller is Nilfisk Ltd CRN 212642, the contract shall be governed by the laws of England and Seller and full settlement of the invoice will become due as stated in the terms of payment. the Buyer agrees to submit non-exclusive jurisdiction of the English courts. Where the Seller is Nilfisk Ltd CRN I0016413, the contract shall be governed by the laws of Ireland and the Buyer agrees to submit non-exclusive jurisdiction of the Irish courts. Registered office - Nilfisk Ltd (registered in England, Company number 212642), Nilfisk House, Bowerbank Way, Gilwilly Industrial Estate, Penrith, Cumbria, CA11 9BQ England Registered office - Nilfisk Ltd (registered in Ireland, Company number I0016413), 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland Correspondence address for Nilfisk Ireland - Nilfisk House, Bowerbank Way, Gilwilly Industrial Estate, Penrith, Cumbria, CA11 9BQ England
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