Verulam Trestle Tables

These General Terms and Conditions of Sale and Contract, any special conditions or additional conditions agreed by VERULAM TRESTLE TABLES. or any of its subsidiary companies (any of which shall be referred to hereafter as the "Company") constitute the entire agreement between the Company and any person (the "Customer") to whom or for
which the Company supplies or undertakes any goods or services (whether repair, inspection or otherwise howsoever) to the exclusion of all other terms, conditions and warranties whatsoever and represent the only terms on which the Company trades notwithstanding any terms and conditions that may be contained in any order or other
form of the Customer.
No employee or agent of the Company has any authority to give or make any
representation or warranty relating to goods or services provided or to be provided by
the Company unless such representation or warranty is in writing and signed on behalf
of the Company by a Director of the Company.
Any exclusion, waiver or variation of these Conditions may only be made in writing
signed by a Director of the Company and by a duly authorised representative of the
Customer.
1. QUOTATIONS
1.1 No estimate or quotation given by the Company constitutes an offer.
1.2 The Company reserves the right to withdraw or amend a quotation at any
time before receipt of an unqualified order from the Customer and each
quotation shall be deemed withdrawn unless so accepted within the period
for acceptance stated in the quotation or, if no such period is stated, 30
(thirty) days from the date of the quotation.
2. PRICES
2.1 Where a quotation has been given, the price is that stated in the quotation
but the Company reserves the right to increase such sum to cover any of
the following:
(a) The cost of any additional special testing, or investigation, required by
the Customer.
(b) The cost of any amendments to the enquiry or variation between the
order and the original enquiry instigated by the Customer.
(c) Any increase in labour costs and/or material prices outside the control
of the Company.
(d) The prior sale of any material (whether held by the Company or an
outside supplier) the prices of which were used in the preparation of
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the quotation.
(e) Any expense incurred by the Company as a result of any suspension
of the contract by the Customer's instructions, or lack of instructions,
or any change in the Customer's instructions.
(f) A minimum order charge of £1000.00 will be applied to all order’s not
exceeding this amount. Exceptions will only be accepted by the
Company if authorised by a Director of the Company
Where a quotation has not been requested by the Customer, the price shall
be that stated on the invoice.
2.2 The goods will be delivered in standard packing. Unless otherwise
expressly stated, whether in these Conditions or otherwise, the costs of any
special packing required, carriage, insurance, airport, dock or handling fees
and other charges stated separately from the price are payable by the
Customer at the same time, and shall be treated, as an additional part of
the price.
2.3 Unless otherwise expressly agreed in writing, the price is exclusive of
value-added tax and any other taxes, duties and impositions which, if
applicable, shall be paid by the Customer in addition.
3. CANCELLATION OF CONFIRMED ORDER
3.1 In the event of cancellation of a confirmed order the Customer will be
charged for all costs incurred up to the date of receipt of the cancellation by
the Company.
4. PAYMENT
4.1 All goods sold or services provided must be paid for in full by the end of the
calendar month following the date of the invoice, unless agreed otherwise
in writing by the Company (signed by a Director of the Company). The
Company shall be entitled to invoice each part delivery as if it were a
separate order or contract and the provisions of this clause shall apply to
each such invoice.
4.2 The Customer must make all payments without set-off or counter-claim in
United Kingdom sterling, unless the Company has stipulated for payment in
another currency, and in immediately available cleared funds.
4.3 Time of payment is of the essence and the Company reserves the right to
charge interest on any overdue amount, from the due date until actual
payment, as well after as before judgement at the same rate as the rate of
interest charged to the Company in respect of any overdraft by the
Company's bank, calculated on a daily basis and compounded monthly.
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4.4 Where the cost of goods or services sold or supplied to the Customer
includes the cost of goods or services sold or supplied by a third party and
no invoice from such party has been received by the Company by the time
the invoice in respect of the goods or services sold or supplied to the
Customer is raised, the Company shall, provided this is indicated on the
initial invoice, be entitled to charge an estimated amount for such boughtout
goods or services, subject to adjustment later.
4.5 If the Customer pays any amount without appropriating the amount in
writing at the time of payment to the discharge of any specific debt(s), it
shall be appropriated by the Company (who may attribute a partial payment
to one or more specific items, rather than to all the items ordered by the
Customer) and in the absence of any more specific appropriation by the
Company shall be deemed to be appropriated to discharge debts not or no
longer having the protection of any lien or the subject of reservation of
property rights in favour of the Company before discharging debts having
the protection of a lien or which are the subject of such reservation of
rights.
5. TRANSPORT & DELIVERY
5.1 Except where collected by the Company's or delivered by the Customer’s
own transport, goods sent to the Company for reconditioning, overhaul,
repair, inspection, or exchange shall be sent carriage paid. Any freight
forward charges incurred by the Company as a result of the Customer
failing to comply with this requirement will be recharged to the Customer.
These charges will be invoiced separately, payable before the goods or, as
applicable, exchange goods will be released for return to the Customer.
5.2 For goods sent to the Company from outside the United Kingdom the
Customer is responsible for ensuring that adequate documentation is
provided for the importation of the goods into the United Kingdom, including
details of part and serial numbers, component description, approximate
value for customs purposes only and stating that the goods are for
reconditioning, repair, testing or inspection only and will be re-exported.
Any delay caused by failure to comply with this Condition shall be the sole
responsibility of the Customer and any charges incurred as a result,
including any storage charges incurred at the port of entry while goods are
being cleared by Customs and Excise will be recharged to the Customer.
These charges may be invoiced separately, together with any freight
forward charges, payable before the goods or, as applicable exchange
goods, will be released for return to the Customer.
5.3 The time quoted for delivery or completion is to be treated as an estimate
only and while the Company will make all reasonable efforts to deliver or
complete within the time quoted, it shall not be responsible or liable for any
losses or damage caused to the Customer by later delivery or completion.
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5.4 If the Customer fails to take delivery of the goods, or fails to give adequate
delivery instructions within 14 days after the same have been requested by
the Company, the Company may, without prejudice to its other rights,
dispose of the goods and (whether or not the goods are disposed of)
charge the Customer with the cost of storage from the date the goods were
tendered for delivery, the cost of any additional transport and (where the
goods are disposed of) a sum equal to any loss suffered by the Company in
any resale caused by the Customer's default.
6. RETURNS
Items can be returned if:
(i) notification is given to VERULAM TRESTLE TABLES of the any problem, defect or inaccuracy in the description of the item within 14 days of receipt.
(ii) the defective Goods must be packaged and returned to VERULAM TRESTLE TABLES in the original packaging
(iii) if the goods are not materially or structurally defective, and are being returned purely due to a misreading of the item description relating to size, weight, colour, carrying capacity, intended use, function or constituent materials or any other explicitly stated information, THEN A £14.95 RETURNS AND ADMINISTRATION CHARGE WILL APPLY. THIS CHARGE IS IN ADDITION TO ALL SHIPPING FEES, WHICH WILL BE CHARGED AT COST TO THE CUSTOMER
6.2
On receiving notice of a defective or wrongly sent item VERULAM TRESTLE TABLES will replace the
defective Goods or provide a full refund of the cost of the Goods, aswell as any postage costs incurred by the customer. A receipt showing postage costs will need to be provided by the Customer.

All other implied warranties or conditions are
excluded to the fullest extent permitted by law and VERULAM TRESTLE TABLES will
not be liable to Customer for any loss of any kind which arises out of
the breach of implied warranties or conditions or breach of any other
duty of any kind imposed on VERULAM TRESTLE TABLES by operation of law.
7. LIMITATION OF LIABILITY
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VERULAM TRESTLE TABLES will not be liable for any consequential or indirect loss
or damage or any damages, costs or expenses payable by Customer
to any third party which may arise. Nothing in these Conditions shall
be deemed to exclude liability for death or personal injury caused by
VERULAM TRESTLE TABLES negligence. In no circumstances shall VERULAM TRESTLE TABLES liability exceed the total amount paid by Customer to VERULAM TRESTLE TABLES under this Contract.
7.1 Should any goods delivered to the Company for reconditioning, repair or
inspection be destroyed or damaged while such goods are on the
Company's premises or under its control, the Company's liability in respect
of such destruction or damage, subject to Clause 8.2 below, shall in no
circumstances exceed an amount equal to the price of the repair and/or
overhaul.
In no circumstances will the Company be liable for and the Company
accepts no responsibility for loss or damage or destruction of the
Customer's goods while such goods are in transit to or from the Company's
premises except where carriage is in one of the Company's vehicles.
7.2 Without prejudice to Clause 6.2 above, any liability of the Company to the
Customer in any way arising out of this contract:
(a) shall be limited to direct losses or damage only and shall not extend
to loss of use or loss of profit or any indirect or consequential loss or
damage howsoever arising and;
(b) shall not exceed an amount equal to the price.
7.3 Advice and information, in whatever form it may be given, is provided in
good faith by the Company only, and without liability, and the Customer
shall have no claim against the Company for any loss, damage, costs or
expenses arising out of the Customer or any other party relying upon such
advice or information.
7.4 Where goods supplied, repaired or inspected by the Company are
incorporated by a third party into another component, the Company shall
not be liable for any costs, loss, damage, liability or expenses suffered or
incurred by the Customer or any third party arising directly or indirectly from
or in respect of such goods or component and the Customer shall
indemnify and keep indemnified the Company from and against all such
costs, loss, damage, liability or expenses suffered or incurred by the
Company as a result of any claim or demand in respect thereof by any third
party
.
8. THIRD PARTY PRODUCTS
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8.1 Third Party Products: In respect of Goods supplied by VERULAM TRESTLE TABLES
which are not manufactured by VERULAM TRESTLE TABLES or are
developed/constructed to Customer’s specification VERULAM TRESTLE TABLES does
not warrant that the design or use will not infringe any third party
intellectual property rights (IPR) and shall not be liable in respect of them
and Customer shall indemnify VERULAM TRESTLE TABLES for any loss or damage
suffered by VERULAM TRESTLE TABLES in connection with any claim by any third
party that such specification infringes its IPR. VERULAM TRESTLE TABLES shall not be
liable for any loss, damage or delays caused by any circumstance
beyond VERULAM TRESTLE TABLES reasonable control.
9. CUSTOMER SUPPLIED GOODS
9.1 Customer’s goods and materials are accepted for processing by
VERULAM TRESTLE TABLES at Customer’s own risk.
10. INTELLECTUAL PROPERTY RIGHTS (IPR)
10.1 All IPR relating to the Goods is and shall remain the property of
VERULAM TRESTLE TABLES.
11. IPR INFRINGMENTS
11.1 VERULAM TRESTLE TABLES may at its own expense take over at any stage the
defence of any proceedings brought against Customer which claim that
the Goods infringe any third party IPR. Customer shall notify any such
claim promptly to VERULAM TRESTLE TABLES and shall give VERULAM TRESTLE TABLES authority,
information and assistance for the defence of the same. VERULAM TRESTLE TABLES
shall pay all damages and costs awarded in such proceedings against
Customer and shall be entitled to all damages and costs awarded in
favour of Customer.
If the Goods are held to infringe, VERULAM TRESTLE TABLES may do one of the following:
(i) procure for the Customer the right to continue using the Goods;
(ii) replace the Goods with comparable non-infringing items;
(iii) modify the Goods so they become non-infringing; or
(iv) accept the return of the Goods and refund to Customer the price
less a fair and reasonable rental. This clause 11 states the
entire liability of VERULAM TRESTLE TABLES for any such alleged IPR
infringement.
12. EXPORTED GOODS
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12.1 Where the Goods are to be exported payments will be made in pounds
sterling in England via a letter of credit or through Paypal. The Customer will establish in favour of VERULAM TRESTLE TABLES an irrevocable letter of credit in English confirmed by a UK clearing bank
payable on drafts drawn at sight upon presentation to the bank of a certified
copy of our invoice. Such letter of credit shall be established at least 30
days prior to anticipated shipment date and shall cover the full price of the
Goods (including applicable taxes). The letter of credit shall be transferable.
The Goods will be sold FOB or CIF (Incoterms 1990) at VERULAM TRESTLE TABLES
option and VERULAM TRESTLE TABLES will not have to give notice as specified in s.
32(3), Sale of Goods Act 1979. The Company's Goods will be sent to Euro currency states only using a postal carrier of our choice.
13. CONFIDENTIALITY AND NON DISCLOSURE
13.1 The Parties agree that all drawings, plans, designs, technical
information and data (‘Information’) received by either party from the
other shall be treated as confidential and the receiving party shall use at
least the same degree of care to keep confidential the Information as it
uses to protect its own similar information. The receiving party agrees not
to use or disclose the Information except as may be necessary for the
performance of its obligations under this Contract. This commitment shall
terminate 7 years from the date of receipt. This commitment does not
apply to the Information which (i) is or becomes through no fault of the
receiving party generally known or available; (ii) is known to the receiving
party at the time it receives same; (iii) is given to others by the disclosing
party without restriction on disclosure; or (iv) is given to the receiving
party by a third party without restriction on disclosure.

15. PROPERTY AND RISK, RIGHT OF RECOVERY
15.1 Risk in the goods shall pass to the Customer on delivery.
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15.2 (a) Subject to Clause 9 below, any goods supplied by the Customer to
the Company for repair or inspection shall remain the property of the
Customer.
(b) If the Company removes any part of the goods delivered to it by the
Customer in order to replace it, the Company shall be entitled, unless
otherwise instructed by the Customer in writing, to dispose of such
part within 7 days of its removal and to retain for its own benefit the
proceeds of any sale or other disposal of same.
15.3 Notwithstanding delivery of the goods or any document representing them,
any goods supplied by the Company to the Customer shall remain the
property of the Company until:
(a) receipt by the Company of payment in full for such goods and all
other sums on any account whatsoever owed by the Customer to the
Company or;
(b) if earlier, sale by the Customer of such goods to an independent third
party on arm's length terms in the ordinary course of business (which
sale shall be by the Customer as principal and not as agent for the
Company).
15.4 Where property in goods sold remains with the Company after delivery, the
Customer may deal with those goods in the ordinary course of its business
provided that:
(a) all sums due to, or received by, the Customer in respect of the goods
shall be held in a fiduciary capacity as trustee and agent for the
Company and;
(b) if required to do so, the Customer will keep the goods separate from
other stock in such a way as to be readily identifiable by the Company
and the proceeds from any sale or contract, or other disposition of the
goods in a separate account for the benefit of the Company and will
assign to the Company the right to recover any such sums due in
respect of such sale or other disposition of the goods.
Any failure by the Company to require strict compliance with this Condition
shall not constitute a release waiver or variation of the Company's rights
and the Customer's obligations under this Condition.
15.5 If the Customer takes delivery of the goods supplied to it by the Company
before making full payment of the contract price, the Company shall be
entitled to repossess the goods and thereafter to deal in any way with such
goods free of any claim or right of the Customer therein if, before payment
for such goods or service has been made:
(a) the Customer becomes bankrupt or makes an assignment,
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agreement or composition with its creditors or suffers distress or
process of execution to be levied on its property or goes into
liquidation whether compulsorily or voluntarily (except for the purpose
of reconstruction or amalgamation) or has a receiver appointed over
any part of its undertaking, property or assets or it appears to the
Company likely that any of the above events will occur;
(b) this contract is terminated by the Company pursuant to Condition 10
below.
15.6 If the goods lose their identity by becoming part of other goods, then the
Customer shall place such other goods into separate storage so as to be
identifiable as being made from or with the Company's goods and the
Company shall become owner, or part owner (as the case may be) of such
other goods, which shall themselves be subject to the provisions of this
Condition in respect of the Company's interests therein.
16. LIEN AND RIGHT OF RE-SALE
16.1 The Company shall have a lien on all goods delivered by the Customer to it
for reconditioning, overhaul, repair, service, testing or inspection for all
monies (whether presently payable or not) payable by, and all debts and
liabilities (whether or not the period for payment or discharge of the same
shall have actually arrived) of the Customer to the Company under any
contract and such lien shall cover such goods whether or not the Company
shall at the time of exercise of the lien have begun or completed repair or
inspection of such goods. The Company shall be entitled to refuse to
deliver up any goods at any time unless all charges accrued due under this
contract and all other sums (if any) then owed by the Customer to the
Company under any contract or on any account whatsoever shall have
previously been paid.
16.2 Without prejudice to any other rights of the Company whether under these
Conditions, this Contract or the general law, if any sum due from the
Customer shall not have been paid within 3 weeks after becoming due, the
Company may upon giving 7 days' notice of its intention to do so unless
such sums shall in the meantime have been paid sell (whether by auction
or private treaty or in any other manner) any or all of the goods in the
Company's possession on which the Company has a lien. The net
proceeds of such sale after payment of the costs of such sale shall be
applied in or towards payment or satisfaction of the debts or liabilities in
respect whereof the lien exists so far as the same are presently payable
and any residue shall (subject to a like lien for debts or liabilities not
presently payable as existed upon the goods prior to sale) be paid to the
Customer.
17. TERMINATION
17.1 If:
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(a) the Customer fails to pay any sum due to the Company within 3
weeks after the same shall have become due or;
(b) the Customer becomes bankrupt or any steps are taken with a view to
the Customer or any of its assets becoming subject to any form of
winding-up, administration, receivership, scheme of arrangement,
voluntary arrangement, administrative receivership, the rights of a
mortgagee in possession, insolvency proceedings, arrangements with
creditors generally, enforcement of security or legal process or
repossession or;
(c) it appears to the Company likely that one or more of the events in (b)
above shall occur; then the Company may, at its discretion and
without prejudice to its other rights:
(a) suspend any deliveries to be made under or terminate the contract
and any other contracts with the Customer;
(b) repossess and resell any goods the property in which remains with
the Company;
(c) declare (whereupon there shall forthwith become) immediately due
and payable any amounts owed by the Customer to the Company
under any contract.
18. PATENTS AND LIABILITY
The Customer shall indemnify the Company against all damages, penalties, costs
and expenses to which the Company may become liable as a result of any work
done in accordance with the Customer's specification which involves any
infringement of any copyright, patent or registered design.
19. JURISDICTION
19.1 These Conditions shall be governed by and construed in accordance with
the laws of England and the Customer submits to the non-exclusive
jurisdiction of the English courts.
19.2 Neither the Uniform Laws on International Sales nor the Convention on
Contracts for the International Sale of Goods shall apply.
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20. MISCELLANEOUS
20.1 If and in so far as in any case a term, or part of a term, shall be void or
illegal under any English legislation or common law, that term, or part of
the term, shall to that extent only not apply, but without prejudice to the
rest of the term, or terms.
20.2 Where the Company is under a liability to pay to the Customer any sum
whether in respect of a contract or otherwise howsoever and at or shortly before
the time the Customer is due to make such payment any sum then owing by the
Customer to the Company whether under this contract, another contract or
otherwise howsoever is unpaid, the Company shall, without prejudice to any other
rights it may have whether under these Conditions, this contract or the general
law, be entitled to set-off against any payment to be made by it an amount equal
to such sum then owing by the Customer.
20.3 The Company may sub-contract the performance of all or any of its
obligations under any Contract and may assign the benefits and burden
of any Contract without the consent of the Customer.

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