Conditions of Sale and Associated Services

1. Definitions

“Company” means EME (Electronic & Mechanical Engineering) Limited
“Contract” means any contract between the Company and the Customer for the sale and purchase of Goods
“Customer” means the person(s) or company whose order for the Goods is accepted by the Company
“Goods” means any goods or services which the Company is to supply to the Customer

2. Conditions

All orders are accepted by the Company subject to and in accordance with the following Conditions of Sale and Associated Services which override and exclude any other terms stipulated of incorporated or referred to by the Company and the Customer. No variations to these Conditions of Sale and Associated Services are permitted unless expressly authorized in writing by a director of the Company.

3. Prices

The Company reserves the right to change prices without notice at any time. Prices charged will be those prevailing when an order is placed. The price for Goods placed on scheduled delivery will be charged at the time of order at the price for the total quantity ordered. For scheduled deliveries over a period of more than 90 days, the Company reserves the right to charge the Customer further amounts in the event that the price of the Goods increases.

4. Payment

Payment is due no later than 20th of the month following the month of dispatch, without any deductions whatsoever. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:

i) cancel the order or suspend any further deliveries;
ii) appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract) as the Company may think fit; and
iii) charge interest (both before and after any judgment) on the amount unpaid at the rate of 8% per annum from time to time until payment is made in full.

The Company reserves the right to charge for copy invoices or credit notes at the rate of £10.00 per copy where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administrative fee to cover all and any costs incurred. Time for payment shall be of the essence.

5. New accounts

A Customer wishing to open a credit account must furnish such information as requested by the Company and the Company will make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce any credit limit at any time.

6. Orders

The Company reserves the right to decline to trade with any company or person. To avoid duplication, written confirmation of orders must be clearly marked “Confirmation only”. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. The Company reserves the right to set a minimum order value.

7. Delivery

Delivery will be made to the address specified by the Customer. The Company may use any method available to it. The Company reserves the right to charge for delivery for any Goods supplied. The Company will use reasonable endeavours to meet delivery estimates but in no circumstances shall it be liable to compensate the Customer for non-delivery or late delivery. The Company reserves the right to deliver by instalments. Failure to meet a delivery date where deliveries are by instalment shall not preclude the Company’s right to make further deliveries by instalment under the relevant contract. The Customer may request delivery by instalments for a maximum period of 12 months from the date of order. The price of Goods shall remain fixed for a minimum of 90 days from the date of receipt of the order by the Company.

8. Inspection

The Customer must inspect the Goods as soon as it is reasonably practicable after delivery and the Company shall no be liable for any defects in the Goods unless written notice is given within 10 days of delivery. The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods unless written notice is given to the Company within 10 days of the date when Goods should have been delivered in the ordinary course of events. Any liability of the Company for non-delivery or defective Goods shall be limited to replacing the Goods within a reasonable time or refund any monies already paid in respect of the Goods.

9. Returns

The Customer must contact the Company prior to returning the Goods. No order can be cancelled or accepted for credit without previous written agreement from a director of the Company. Any Goods returned must be received by the Company within 30 days of the original invoice date and must be undamaged in original packaging. Goods returned after 30 days as ‘unwanted’ or ‘incorrectly ordered’ will be accepted at the discretion of the Company and will be subject to a restocking fee representing 20% of the invoice value of the Goods. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Goods will be returned at the Customer’s expense.

10. Description

All specifications, drawings and particulars of weights, dimensions, capacity, measures of performance or other details contained in any Company’s documentation are intended to give general idea of the Goods, but will not form part of the Contract. If the description of any goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of technical details relating to Goods, but accepts no liability in contact or tort or under statue or otherwise for any error or omission in such technical details whether caused by the Company’s negligence or otherwise. The Company may make changes to the Goods as part of a continuous programme of improvement or to comply with legislation.

11. Risk of ownership

The risk of ownership to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due in respect of the Goods. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company’s bailee.

If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to take possession of the Goods and for that purpose to enter upon any premises used, occupied or owned by the Customer.

12. Performance and fitness for purpose

Unless any performance figures, tolerances of characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failures of the Goods to obtain such figures, whether attributable to the Company’s negligence or otherwise. The responsibility for ensuring that Goods are sufficient and suitable for a particular purpose is the Customer’s unless specifically stated by a director of the Company. It is the Customer’s responsibility to ensure the suitability of consumables, tickets, cards or any other material used within or handled by the Company’s Goods. The manner of the use, maintenance and servicing of the Company’s Goods is the full responsibility of the Customer or the user or operator of the Goods. Any advice or recommendation given by an employee of the Company is acted entirely at the Customer’s risk and the Company shall not be liable for any such recommendation that is not confirmed.

13. Guarantee

The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to it by the manufacturer of the Goods. Any defects which, under proper use, appear in the Goods within a period of 12 months (unless otherwise stated by the Company) and which are due to faulty materials, workmanship or design will be made good by the Company either by repair in Company’s premises or workshop at the Company’s sole discretion, or at the Company’s option replacement (which is the Company’s sole obligation and the Customer’s sole remedy under this provision). The Company’s guarantee is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of any services provided, and all such representations, conditions and warranties are excluded. The Company shall not be liable for defective Goods if the defect arises because the Customer alters or repairs such Goods without the written consent of the Company or because the Customer did not follow the manufacturer’s instructions for usage, storage, installation or maintenance of the Goods. Any Goods replaced or repaired under this paragraph will be guaranteed on these terms for any unexpired portion of the guarantee given on the original Goods.

14. Liability

The Company shall not be liable whatsoever for any damage, loss or expense resulting from any failure of the Goods or from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees, agents or subcontractors. These conditions set out the entire liability of the Company to the Customer in respect of the Goods and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. The Company’s total liability in contract, tort (including negligence of statutory duty), misrepresentation or otherwise shall be limited at the Company’s option to repairing, replacing or refunding monies paid in respect of the Goods. The Company shall not be liable to the Customer for any direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or subcontractors) which arise out of or in connection with any Contract.

15. Country of origin

Unless otherwise confirmed by the Company in writing, nothing in Company’s literature and catalogues is to be taken as representation of the source of origin, manufacturer or production of the Goods purchased from such material.

16. Export

Separate Conditions of Sale and Associated Services apply to export transactions and are available on request from the Company. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country to which the Goods are destined.

17. Custom services

Any custom services such as design, development, programming, calibration will be provided to the Customer subject to these Conditions of Sale and Associated Services and any additional terms set out on an order form, quotation and/or specification sheet issued by the Company in respect of the particular service. The Company accepts no liability whatsoever whether in contract, tort or otherwise and whether or not resulting from the Company’s negligence or of it’s employees, agents or subcontractors in respect of defective design, development, programming, calibration, reports, analysis or for any damage or loss resulting there from or from the failure to give advice or information in connection with the provision of such services. In no event shall any breach of contract or negligence or failure of any kind on the part of the Company or its employees, subcontractors or agents be accepted as liability for any direct loss or damage or loss of revenue or loss of profits or any other consequential loss or damage arising from any cause whatsoever.

18. Installation of equipment

It is the Customer’s responsibility to provide:
- adequate, safe and tested electricity supply and power points
- safe, secure and suitable location where the Goods are to be installed or fitted
- information on the location services such as wiring, water and gas pipes, etc., invisible or hidden below surfaces of the locations where the Goods are to be installed or fitted

The Company shall not be liable whatsoever for any damage, failures, loss or expense resulting from the installation or the installation process of the Goods.

19. Force majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions of Sale and Associate Services because of any delay in performing or any failure to perform any of the Company’s obligations under these Conditions of Sale and Associated Services if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods, components, materials or any other services). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

20. Distributors, dealers and agents

Distributors and dealers are not agents of the Company by any express or implied undertaking or representation. It is at the Company’s sole discretion to appoint or rescind the appointment of agents, distributors and dealers.

21. Legal construction

All Contracts shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.

22. General

Any provision of these Conditions of Sale and Associated Services which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Sale and Associated Services and the remainder of such provisions shall not be affected. Failure by the Company to enforce or partially enforce any provisions of these Conditions of Sale and Services will not be constrained as a waiver of any rights under these Conditions of Sale and Services.

THESE CONDITIONS OF SALE AND ASSOCIATED SERVICES SUPERSEED ALL PREVIOUS ISSUES June 2010

2010 © EME Ltd - All rights reserved