Terms & Conditions of Sale

Liquid Automation Systems (LAS)
CONDITIONS OF SALE

GENERAL
1.1 In these conditions 'the Company" shall mean Liquid Automation Systems (LAS) of Nailsworth
Mills Estate, Avening Road, Nailsworth, Glos. GL6 OBS, and 'the Customer' shall mean the person,
persons, firm or Company entering into contract with the Company for the supply of goods and materials
and 'the contracted goods" shall mean the goods materials, equipment and services supplied by the
Company, pursuant to any contract between the Company and the customer.
1.2 All quotations, tenders, offers and acceptances submitted or made by the Company are subject
to the terms and conditions contained herein. In entering into contract with the Company, the Customer
shall be deemed to have read, understood and accepted the same and to have agreed to be bound
thereby to the exclusion of any representations or statements made prior to contract, any terms of any
prior contract or dealing between the parties, and of all other terms and conditions contained in or
annexed to the buyers written order or (insofar as the same can lawfully be excluded) implied by law.
1.3 All descriptions, illustrative matter, specifications in the Company's leaflets, price lists and/or
other advertising media do not form part of the contract. No design, drawing or specification shall be
regarded as incorporated into the contract unless expressly referred to in or annexed to the contract.
1.4 Any clerical errors or omissions in any quotation, tender or other contractual document submitted
or entered into by or on behalf of the Company shall be rectified by the Company on discovery and
immediately notified to the Customer. Such errors or omissions shall not be binding on the Company and
the rectification thereof shall not invalidate any contract.
1.5 If one or more of these Conditions shall prove to be invalid or unenforceable, the remainder shall
continue to be of effect. Waiver by the Company of any default on the part of the Customer shall not be
deemed to be a waiver of any subsequent default nor shall it prejudice any legal remedy of the Company
hereunder.
1.6 This contract shall in all respects be construed and take effect according to the laws of England
and Wales.
1.7 Any dispute arising out of this contract, including the construction or interpretation of these terms
and conditions shall by agreement of the parties be settled by a single arbitrator appointed by agreement
or in default of agreement by the President of the Law Society of England and Wales. The arbitration
shall be subject to and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment
thereof or substitution therefore for the time being in force.
1.8 The Customer hereby undertakes that he has complied with every applicable statute, order in
Council, government regulation or direction, by law or other lawful requirement or instruction of any local
or other lawful authority that he has lawfully obtained all necessary licence, permits or authorities that
may be required in connection with the installation of the contract goods supplied by the Company.
1.9 Any notice, request or demand to be given hereunder shall be given in writing by First Class prepaid
Letter Post sent to the last known address of the party to be notified, and shall be deemed to have
been received by the party in the next available postal delivery following the day on which it was posted.
BASIS OF TENDER
2.1 Any tender or quotation submitted by the company will remain open for acceptance by the
Company for a period of thirty days, unless otherwise stated in writing. The Company however reserves
the right to vary, alter or withdraw any such tender or quotation by written notice to the Customer at any
time before acceptance for any reason.
2.2. All contract prices are subject to any Value Added Tax (VAT) payable by the Company in respect
of the contract goods. The nett amount of any such tax shall be recoverable from the Customer by the
Company pursuant to statute.
VARIATION OF CONTRACT
3.1 Save as provided elsewhere in these Conditions, no variation of contract or any of the terms or
specifications thereof including any of these conditions shall be binding on the Company unless
expressly agreed by the Company in writing and signed by a Director. No salesman, employee, agent or
representative of the Company is authorised to vary, alter, modify or waive any of these conditions or any
other terms of contract between the Company and the Customer.
3.2 If, through no fault of the Company, any equipment or materials specified in any quotation,
tender or other contractual document submitted or entered into by or on behalf of the Company prove to
be unavailable, the Company shall be entitled to substitute other equipment or materials which in the
opinion of the Company are equally suitable and such substitution shall not invalidate any contract
between the Company and the Customer.
TERMINATION OF CONTRACT
4 The Company reserves the right to cancel forthwith any uncompleted order or to suspend
delivery if the Customer fails to observe his part of any term of this or any Contract with the Company, or
if the Company in good faith and on reasonable grounds suspects that the customer may do so. In such
circumstances the full price of goods already delivered together with any sum due or payable on account
shall immediately become due and payable without prejudice to any other contractual or statutory remedy
which the Company may have against the Customer at law and the Company shall be under no
obligation to complete the installation.
OPERATING INSTRUCTIONS
5 The Customer hereby undertakes to provide the Company with adequate and sufficient
information regarding the atmospheric and environmental conditions (including heat, humidity, terrain,
altitude, fumes and dust) in which the contract goods supplied by the Company are intended to operate
and the purpose and frequency of intended use. No liability can be accepted by the Company in respect
of any failure or malfunction of any such goods and equipment, or any loss or damage resulting
therefrom, caused directly or indirectly by any such matters of which the Company had no notice prior to
entry into contract.
DELIVERY
6.1 Delivery shall mean the arrival of the contract goods on the site designated by the Customer or
in the event of an agreed ex-works delivery, on loading of the contract goods for transportation or, in the
event of sales of goods for destinations not within England, Scotland or Wales, on deposit of the contract
goods at the UK port from which the goods are intended to be shipped.
6.2 Notwithstanding any specifically agreed delivery date under clause 6.3 hereof, the Company shall
not be liable for loss or damage arising from delays in delivery resulting from any Act of God, government
orders, strikes, war, delay in delivery of materials and proprietary components or any circumstances
beyond the Company's control and none of these events shall entitle the Customer to cancel the
contract.
6.3 Where delivery is delayed upon the Customer's request or due to lack of delivery instructions or
the Customer's delayed payment of his account, the Company shall have the right to charge storage costs
which the Customer shall pay at the rate of 1% of invoice value for each completed month or part thereof by
which delivery is delayed beyond the stated delivery date.
6.3 Where delivery is delayed upon the Customer's request or due to lack of delivery instructions or
the Customer's delayed payment of his account, the Company shall have the right to charge storage costs
which the Customer shall pay at the rate of 1% of invoice value for each completed month or part thereof by
which delivery is delayed beyond the stated delivery date.
6.4 The Company may make, and the Customer shall accept, partial deliveries when required by the
Company.
6.5 Unless otherwise agreed in writing, all risk in connection with the goods shall pass to the Customer
on delivery of the contract goods to the Customer.
6.6 Save in the circumstances referred to in Clause 9.1 (ii) hereof, goods delivered by the Company
shall not be returned by the customer unless the prior written consent of the Company, signed by a Director,
is first obtained. No claim shall be entertained nor any credit given in respect of any goods returned without
such consent whether or not such goods are taken into possession by the Company.
6.7 Should delivery be frustrated by any refusal on the part of the Customer to accept the contract
goods for whatever reason, unless the Customer shall have given the Company reasonable written notice of
the Customer's wish to postpone delivery, then the Company shall be entitled to an indemnity from the
Customer in respect of all costs and expenses on the abortive deliveries.
PAYMENT
7.1 Unless otherwise agreed by a Director of the Company in writing, any order of less than
GBP500.00 in value must be paid under proforma invoice terms, i.e. Cash with Order.
7.2 Unless otherwise agreed by a Director of the Company in writing, payment of the full invoice price
must be made by the Customer within thirty days of invoice date of the goods. The said period of thirty days
or such other period as may be agreed between the Company and the Customer is hereafter referred to as
'the credit period".
7.3 Where goods are delivered by instalments, payments shall be made by the Customer for each
instalment within thirty days of invoice date of the same.
7.4 Should any sums payable by the Customer to the Company pursuant to Clauses 8.1 and 8.2
hereof remain unpaid after the expiry of the period stated herein for payment, interest at the rate of one and
one half per cent per calendar month or part thereof shall at the Company's option be payable by the
Customer on any outstanding sums until payment in full has been made.
7.5 All costs incurred by the Company in collecting overdue accounts, including all legal expenses,
shall be borne by the Customer.
7.6 The company reserves the right to offset payments made by the Customer against any outstanding
amounts due to the Company, regardless of the purpose of the payment specified by the Customer.
RESERVATION OF TITLE
8.1 Neither legal nor equitable ownership of the contract goods shall pass to the Customer until such
time as the Customer has paid to the Company the full contract price and until such time, the Customer
acknowledges that he is in possession of the contract goods solely as bailee of the Company and
undertakes to store the same on his premises separately from his own goods or those of any other person
aiid in a manner which makes them readily identifiable as the goods of the Company.
8.2 The Customer's right to possession of the said goods and materials shall cease after expiry of the
credit period if he commits an available act of bankruptcy or (being a Company) does anything or fails to do
anything which would entitle a Receiver to take possession of any assets or which would entitle any person
to present a petition for winding up. The Company may for the purpose of recovery of its goods enter upon
any premises where they are stored or where they are reasonably thought to be stored and may repossess
the same,
8.3 Subject to these conditions, the Customer is licensed by the Company to agree to sell all or any part
of the contract goods and prior to payment to the Company of the contract price, provided that the Customer
shall enter into any such agreement expressly as agents and bailees for the Company whether the Customer
sells on his own account or not, and that the entire proceeds of any such sale shall be held in trust for the
Customer fails to recover the proceeds of any such sale within a reasonable period of completion thereof, he
will within seven days if called upon by the Company to do so assign to the Company all rights of recovery in
respect of such proceeds.
8.4 The Customer hereby acknowledges and undertakes to the Company that he is not insolvent and
has not committed any act of bankruptcy or (being a Limited Company) knows of no circumstances which
would entitle any debenture holder or secured creditor to appoint a Receiver to petition for winding up of the
Company or exercise any other rights over or against the Customer's assets.
WARRANTY
9.1 The Company hereby undertakes to repair or if necessary replace free of charge any materials or
work found to be defective if the defect is due to faulty manufacture or bad workmanship, provided that:
(i) The Company receives written notice of any defect within one calendar month of such date on which
such defect could with reasonable diligence on the part of the Customer have been detected and within
twelve months of delivery in any event.
(ii) All defective goods and materials are, wherever possible, returned to the Company's premises for
the purpose of repair.
(iii) If the replacement of any defective component part or assembly forming part of the contract goods
proves impossible owing to unavailability, the Company shall sufficiently discharge its said undertaking in
and by supplying a part or assembly of equivalent suitability and specification for the purpose of such repair.
9.2 The Company shall not be liable in respect of:
(i) Any defect caused by overloading, abuse, tampering, neglect or accident or any use other than that
for which the goods were designed.
(ii) Any defect caused by failure, malfunction or defect in any other equipment or system to which the
installation may be connected or in any component part require, altered or assemble by any one other than
the Company, its supplier or appointed installation or service contractor.
(iii) Any consequential loss or damage incurred by the Customer in respect of which adequate
insurance cover could reasonably have been maintained by the Customer.
9.3 This Warranty is in lieu of all other Warranties expressed or implied including any implied Warranty
of merchantability or fitness for a particular purpose save for such Warranties as are given expressly in
writing by the Company and signed by a Director..

Terms & Conditions of Sale

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