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Terms & Conditions

1 Price

1.1 No order submitted by you shall be deemed to be accepted by us unless and until confirmed in writing by us or our authorised representative.

1.2 You shall be responsible to us for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by you, and for giving us any necessary information relating to the goods within a sufficient time to enable us to perform the contract in accordance with its terms.

1.3 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

1.4 Our quotations lapse after 30 days (unless otherwise stated).

1.5 The price quoted includes standard next day delivery in Great Britain and Northern Ireland (excluding the Scottish Highlands and Islands) by a method of transport selected by us if the value of the goods ordered is £50.00 or more (unless otherwise stated).

1.6 The price quoted excludes express delivery or delivery within Great Britain and Northern Ireland (excluding the Scottish Highlands and Islands) by a method requested by you which is not usually used by us.

1.7 The price quoted excludes returnable cylinders.The cost of returnable cylinders will be charged at the price current at the time of delivery unless they are returned to us in good condition and within 30 days of receipt.The supply of returnable cylinders is subject to our standard conditions from time to time in force.

1.8 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.

1.9 Rates of tax and duties on the goods will be those applying at the time of delivery.

1.10 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

2 Delivery

2.1 All delivery times quoted are estimates only.

2.2 If we fail to deliver within a reasonable time after the quoted delivery time, you may (by in- forming us in writing) cancel the contract, however:

2.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and

2.2.2 if you cancel the contract, you can have no further claim against us under that contract.

2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

2.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract. We may decline to deliver if:

we believe that it would be unsafe, unlawful or unreasonably difficult to do so;

the premises (or the access to them) are unsuitable for our vehicle or our carrier’s vehicle; or 2.5.3 you do not ensure that there is responsible person available to receive the goods within a reasonable time of our arrival or our carrier’s arrival.

3 Risk

3.1 The goods are at your risk from the time of delivery.

3.2 Delivery takes place either:

3.2.1 at our premises (if you are collecting them or arranging carriage); or

3.2.2 at your premises or address specified by you (if we are arranging carriage).

3.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within five days of delivery or the expected delivery time.You must give us (and any carrier) a fair chance to inspect the damaged goods.

4 Payment terms

4.1 You are to pay us in cash or in cleared funds on delivery, unless you have an approved credit account.

4.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.

4.3 If you fail to pay us in full on the due date we may:

4.3.1 suspend or cancel future deliveries;

4.3.2 cancel any discount offered to you;

4.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;

  1. calculated (on a daily basis) from the date of our invoice until payment;
  2. before and after any judgment (unless a court orders otherwise);

4.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and

4.3.5 recover (under clause 4.7) the cost of taking legal action to make you pay.

4.4 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.

4.5 You do not have the right to set off any money you may claim from us against anything you may owe us.

4.6 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

4.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs, legal costs on a full indemnity basis and the costs of instructing a debt collection agency to recover a debt due to us if any) following any breach by you of any of your obligations under these terms.

5 Title

5.1 Until you pay all debts you may owe us:

5.1.1 all goods supplied by us remain our property;

5.1.2 you must store them so that they are clearly identifiable as our property;

5.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

you may use those goods and sell them in the ordinary course of your business, but not if: we revoke that right (by informing you in writing); or

you become insolvent.

You must inform us (in writing) immediately if you become insolvent.

5.3 If your right to use and sell the goods ends you must allow us to remove the goods.

5.4 We have your permission to enter any premises where the goods may be stored:

5.4.1 at any time, to inspect them; and

5.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

5.5 Despite our retention of title to the goods, we have the right to take legal proceedings to re- cover the price of goods supplied should you not pay us by the due date.

5.6 You are not our agent.You have no authority to make any contract on our behalf or in our name.

6 Warranties

6.1 We warrant that the goods:

6.1.1 comply with their description on our acknowledgement of order form; and

6.1.2 are free from material defect at the time of delivery (as long as you comply with clause 6.3).

6.2 We give no other warranty (and exclude any warranty, term or condition that would other- wise be implied) as to the quality of the goods or their fitness for any purpose.

6.3 If you believe that we have delivered goods which are defective in material or workman- ship, you must:

6.3.1 inform us (in writing), with full details, within 7 days of becoming aware of the failure;

6.3.2 allow us and the manufacturer to investigate (we may need access to your premises and product samples). We may request that you return the goods to us for inspection at your own expense.

We may issue replacement goods to you while we investigate your claim. If so, you must: pay the price in full of the replacement goods to us; and pay the full price of the original goods to us (and accept their return) if , on investigation, they are not found to be defective.

6.5 If the goods are found to be defective in material or workmanship (following our investiga- tions), and you have complied with those conditions (in clause 6.3) in full, we will (at our option) repair the goods, replace the goods or refund the price subject to clause 6.6 below.

6.6 As we are not the manufacturer of the goods, our liability is limited to the balance of any benefit that we may receive under any manufacturer warranty or guarantee of the goods.

6.7 Where goods are returned to us for repair or inspection under warranty:

6.7.1 you will pay the cost of sending the goods to us for repair or inspection;

6.7.2 you must enclose with the returned goods a properly completed warranty claim form or a site report form (if applicable);

6.7.3 we will pay to return the repaired or replaced goods to you if the address is within Great Britain;

6.7.4 you must ensure that the returned goods shall be free of external equipment and that any openings are effectively sealed against ingress of foreign matter;

6.7.5 if you are returning compressors you must ensure that they are fitted with the appropriate electrical equipment; and

6.7.6 you must return the goods to us within 21 days of the fault occurring.

6.8 Where goods are returned to us for repair not under manufacturer warranty:

6.8.1 The price quoted for the repair excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of the return of your repaired goods to you.

6.8.2 Our quotations for repair lapse after 30 days (unless otherwise stated).

6.8.3 The price quoted for repair excludes delivery of the goods to us and excludes delivery of the repaired goods back to you (unless otherwise stated)

6.8.4 We will inform you if the goods are unrepairable. If you have not requested that the unrepairable goods be returned to you, you agree we can dispose of the goods (without any liability to you) on 28 days written notice.

6.8.5 We will charge an inspection fee but will normally waive the fee if you instruct us to repair the goods in accordance with our quotation.

6.9 We cannot accept liability in respect of any defect arising from fair wear and tear, wilful damage, misuse, abnormal working conditions, failure to follow our instructions or the guidelines for maintenance provided by us or the manufacturer, or the alteration or repair of the goods without our or the manufacturer’s approval.

6.10 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only);

6.10.1 direct financial loss, loss of profits or loss of use; and

6.10.2 indirect or consequential loss

6.11 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £750,000.

6.12 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

6.13 Nothing in these terms excludes or limits our liability:

  1. for death or personal injury resulting from negligence;
  2. under section 2(3) Consumer Protection Act 1987;
  3. for any matter which it would be illegal for us to exclude or attempt to exclude its liability;
  4. for fraud or fraudulent misrepresentation.

6.14 Our employees or agents are not authorised to make any representations concerning the goods unless confirmed by us in writing. In entering into the contract you acknowledge that you do not rely on any such representations which are not so confirmed, subject to the provisions of clause 6.13)d)

6.15 Any advice or recommendations given by us or our employees or agents to you or your employees or agents as to storage, application or use of the goods which is not confirmed in writing by us is followed entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

6.16 Subject as expressly provided in these terms, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair ContractTerms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

6.17 Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) your statutory rights are not affected by these terms.

6.18 The warranty is not transferable.

7 Specification

7.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that:

7.1.1 the specifications or instructions are accurate;

7.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and

7.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.

7.2 We reserve the right;

7.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

7.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.

7.3 We shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by you.

8 Return of goods

8.1 We will accept the return of goods from you only:

8.1.1 by prior arrangement (confirmed in writing);

8.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and

8.1.3 where the goods and packaging are as fit for sale on their return as they were on delivery.

9 Export terms

9.1 Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or over- seas.

9.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail over the Incoterms to the extent that there is any inconsistency.

9.3 Unless otherwise agreed, the goods are supplied ex works our place of business.

9.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

9.5 You are responsible for arranging testing and inspection of the goods at our premises be- fore shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.

9.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair ContractTerms Act 1977).

10 Cancellation

10.1 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 10.2 then apply).

10.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

10.3 We may suspend or cancel the order, by written notice if:

10.3.1 you fail to pay us any money when due (under the order or otherwise);

10.3.2 you become insolvent;

10.3.3 you fail to honour your obligations under these terms.

11 Waiver and variations

11.1 Any waiver or variation of these terms is binding in honour only unless:

11.1.1 made (or recorded) in writing;

11.1.2 signed on behalf of each party; and

11.1.3 expressly stating an intention to vary these terms.

11.2 All orders that you place with us will be on these terms (or any that we may issue to re- place them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

12 Force majeure

12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

12.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

13 General

13.1 English law is applicable to any contract made under these terms.

13.2 The English and Welsh courts have nonexclusive jurisdiction.

13.3 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

13.4 If any of these terms are unenforceable as drafted:

13.4.1 it will not affect the enforceability of any other of these terms; and

13.4.2 if it would be enforceable if amended, it will be treated as so amended.

13.5 We may treat you as insolvent if:

13.5.1 you are unable to pay your debts as they fall due; or

13.5.2 you (or any item of your property) becomes the subject of:

  1. any formal insolvency procedure (examples of which include receivership, liquidation, ad- ministration, voluntary arrangements (including a moratorium) or bankruptcy);
  2. any application or proposal for any formal insolvency procedure;or
  3. any application, procedure or proposal overseas with similar effect or purpose.

13.6 All brochures, catalogues, technical literature and other promotional materials are to be treated as illustrative only.Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

13.7 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.

13.8 No contract will create any right enforceable (by virtue of the Contracts (Rights ofThird Par- ties) Act 1999) by any person not identified as the buyer or seller.

13.9 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

13.9.1 are contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or

13.9.2 expressly state that you may rely on them when entering into the contract.