Terms & Conditions
8.6 Insofar as the Company may have the benefit of any guarantee or warranty given by any manufacturer of the goods or other third party the Company will at the request of the Buyer use all reasonable efforts to ensure that so far as may be practicable the benefit of such guarantee or warranty ensures to the Buyer and will at the Buyer’s request and cost execute an assignment of the benefit thereof to the Buyer.
8.7 Without prejudice to the operation and effect of any other of these Conditions, where goods are manufactured to design or specifications other than those of the Company then the Company’s warranty is limited to the materials and workmanship of the Company, which are to be of a reasonable standard in all the circumstances.
8.8 The Company cannot be held responsible for errors in drawings or samples. 8.9 If any contract entered into by the Company includes the supply of computer software then it shall be a term of that contract that (i) the Buyer immediately enters into a licence on the terms of the appropriate standard software licence supplied by the supplier and (ii) the Buyer shall not take any copies or back-ups of any sort of such software and (iii) the Company shall have no liability whatsoever in respect of the func- tionality or otherwise of the software and the Buyer shall rely exclusively on any guar- antee or warranty given by the supplier of the software except where the Company loads the software onto any hardware in which case if the software is not properly loaded the Company’s liability will be limited to a reloading of (or if necessary replac- ing) the software.
8.10 To the maximum extent allowed by law, the Company’s obligations and liability speci- fied under these conditions shall be to the exclusion of all other liability to the Buyer and all other warranties, conditions, statements, express or implied, statutory or other- wise and whether contained in the Company’s literature or otherwise are hereby excluded and in particular, the Company gives no warranty regarding the fitness for purpose, performance, use, nature or quality of the goods notwithstanding that such performance or use may have been known (or ought to have known) to the Company, its employees or agents.
8.11 Without prejudice to the terms of this clause 8, the Company shall not, in any event, be liable to the Buyer for the loss to the Buyer for the loss of profit, business, contracts, revenue or anticipated savings, wastage of goods, loss of machine time or production time, wastage of labour, warehousing or transportation or any special, indirect, conse- quential or economic loss or damage of any nature.
8.12 The Buyer shall fully indemnify the Company against all losses, damages, costs, actions, claims, demands, fees, and other expenses (legal or otherwise) the Company may incur in consequence of the goods being (whether in whole or in part and direct- ly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the goods the subject of such claim was directly caused by an act or omission of the Company.
8.13 Without prejudice to the operation and effect of any other of these Conditions the Company shall not be liable if the functionality of configurations of the goods do not meet the Buyer’s requirements or specifications.
8.14 If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid under any applicable statute or rule of law, it shall to that extend be deemed omitted, but if the Company thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions, limitations or provisions set out in this clause 8.
8.15 No condition, warranty or other term express or implied (by statute or otherwise) is given by the Company that the goods supplied by it are of any particular quality or will attain any particular performance or result or will achieve year 2000 conformity. Without prejudice to the generality of the above, the Company shall not, in any event, be liable for the loss to the Buyer of profit, business, contracts, revenue, wastage of goods, loss of machine or production time, wastage of labour or any special, indirect, consequential or economic loss or damage of any nature caused by non-year 2000 conformity. For the purposes of this clause 8.15 “year 2000 conformity” shall mean that neither performance nor functuality is affected by dates prior to, during and after the year 2000 and in particular a) no value for current date will cause any interruption in operation, b) date based functuality must behave consistently for dates prior to, dur- ing and after the year 2000, c) in all interfaces and data storage, the century in any date must be specified either explicitly or by unambiguous algorithms or inferencing rules and d) the year 2000 must be recognised as a leap year.
9. Buyer’s warranties
The Buyer shall hold the Company harmless against loss, damages, or expense resulting from infringement of patents or trademarks or any other intellectual property rights arising from compliance by the Company with the Buyer’s design, specifications or instructions.
10. Transit 10.1 The Company reserves the right to select methods of packaging and shipment. The Company shall under no liability arising from their choice of carrier or carriers, or from the act or omission of such carrier or carriers, and the Buyer waives all rights under section 32(2) of the Sales of Goods Act 1979 in addition to any other rights hereby excluded or restricted.
10.2 When necessary to use wooden cases, these will be charged at cost and are non- returnable.
10.3 The Company shall not be responsible for non-delivery of the whole of a consignment or any package forming part of a consignment unless the Buyer notifies the Company and the carriers within ten days of the despatch note or invoice date whichever is the earlier. In the case of goods damaged in transit or loss from a package or unpacked consignment, the Company shall not be responsible unless the Buyer notifies the Company and the carriers within ten days of receipt of the consignment. In the case of parcel post, the Company shall not be responsible for loss of a whole parcel, or in case of goods damaged in transit, or loss from a parcel, unless the Buyer notifies the Company within three days of the despatch note or invoice date whichever is the ear- lier.
10.4 Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
11. Interpretation of contracts
All contracts for sale of goods or services will be interpreted in accordance with English law and both parties hereby submit to the non-exclusive jurisdiction of the English Courts.
12. Contingencies
The Company shall be relieved of all liability whatsoever, and to the extent to which fulfilment is prevented, frustratedor impeded as a consequence of conforming to any statute, or any rule, reg- ulation, order or requisition made thereunder, or by any cause beyond its reasonable control.
13. Hire agreement terms and conditions These terms apply in addition to Clause 1 to 12 as appropriate 13.1 Ownership of the Goods
Where indicated overleaf this is a Hire Agreement and the signatory and the Hirer war- rant that the signatory has due authority to commit the Hirer to these terms. The goods will remain the property of the Company at all times. The Hirer must not sell or dispose of them.
13.2 Period of Hire The Hirer agrees to hire the goods until the end of the minimum hire period stated over-
leaf and thereafter until terminated in accordance with this Clause 13. The Hirer may not move the goods from the address shown overleaf and the Company may enter upon the Hirer’s premises by its servants or agents in order to monitor the location of the goods
13.3 Payment
By signing this Agreement the Hirer agrees to pay the rental set out overleaf together with V.A.T. or any other tax duty or levy by their specified dates to the Company at the address stated overleaf, or to any person or address notified by the Company in writ- ing. Punctual payment is essential. If the Hirer pays by post the Hirer does so at its own risk.
13.4 Variation of Rental
The Company have the right to vary the rental payment after the end of the minimum hire period by giving to the Hirer one month’s notice in writing expiring at or after the end of that period. The Company may vary the rental at any time to take account of a change in the rate of VAT.
13.5 Care of the Goods
The Hirer must use the goods in a careful and proper manner and keep them in full- working order. However, the Hirer must not interfere with the internal working parts of the goods or attempt to clean any tape heads, part the terminal heads on any comput- ers or remove any computer disks or programs, which only a Company representative may do. If the Hirer wishes to move the goods within the address shown overleaf then the Hirer must ensure that all requirements to ensure that the goods will be removed safely and without damage have been complied with.
13.6 Insurance Against Loss or Damage
The Hirer is responsible for all loss or damage to the goods (except fair wear and tear) even if caused by acts or events outside the Hirer’s control. The Hirer must therefore insure the goods for their full value against loss or damage however caused. The Hirer must also ensure that the Company’s interest is endorsed on the insurance and pro- duce to the Company on demand evidence of the insurance.
13.7 Maintenance
The Hirer must notify the Company when the goods require maintenance or adjust- ment. The Company or its authorised representative will then carry this out. If at any time the Company decides that it is no longer practicable to keep the goods in work- ing order the Company may either:-
13.7.1 Replace the goods by other goods as similar as possible to those replaced; or 13.7.2 End this Agreement by giving the Hirer 7 days notice in writing in which case the Company shall have no further liability to the Hirer. If the Company ends this Agreement under paragraph 13.7.2. the Hirer will allow the Company to collect the goods and to enter by its servants or agents upon the Hirer’s premises for that pur- pose.
13.8 Rights to end the Agreement The Hirer or the Company may end this Agreement by giving one month’s notice in writing expiring at or after the end of the minimum hire period. The Hirer must then return the goods or make them available for collection by the Company.
13.9 The Further right of the Company to end the Agreement The Company may end this Agreement and take back the goods after giving to the Hirerwritten or oral notice, if at any time:-
13.9.1 The Hirer fails to pay any amount within 14 days of, its due date or commits any other breach of its obligations under this Agreement.
13.9.2 The Hirer commits any act of bankruptcy or has a receiver appointed, interim or bank- ruptcy order made against it or the Hirer petitions for its own bankruptcy, or is served with a creditor’s demand under the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 1985, or makes a formal composition or scheme with the Hirer’s creditors or calls a meeting of them, or (being a limited company) shall pass a resolution for winding up or have a petition for winding-up presented or a receiver or administrative receiver is appointed over any or all of its assets or an administration order is made, or any other legislation in relation to the Company or an event specified in clause 3.2 occurs to the Hirer.
13.9.3 Execution is levied or attempted against any of the Hirer’s possessions or income or (in Scotland) the Hirer’s possessions are poinded or its wages arrested.
13.9.4 The Landlord of the premises where the goods are kept threatens or takes any steps to distrain on the goods or (in Scotland) exercises the right of hypothec over the goods.
13.9.5 The Hirer has given false information in connection with its entry into this Agreement. 13.9.6 The goods are damaged or destroyed. 13.10 Hirers Liability if the Company ends the Agreement If the Company ends this Agreement the Hirer must pay the Company all rentals up to the date the goods are returned to the Company in full working order together with any other sums due hereunder. If the Company ends this Agreement under Clause 13 before the expiry of the minimum hire period the Hirer must also pay the Company a sum equal to the rentals for the period remaining to the end of the minimum hire peri- od.
13.11 Expenses
The Hirer must pay on demand the Company’s expenses and legal costs for taking steps, including Court action to recover the goods or to obtain payment for them or damages therefore.
13.12 The Hirer shall not take any hired goods outside of Great Britain without obtaining the prior written permission of the Company (and if written permission is given, in accor- dance with any terms of such permission).
13.13 The provisions of clauses 8.2 to 8.11 shall apply (mutadis mutandis) to the provisions of this clause 13.
14. Notices
Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be in writing and given to the party for whom it is intended at such party’s registered or main office or last known address, and given by registered or record- ed delivery post or facsimilie transmission and shall be deemed to have been received five days after the date of posting or one day after the date of transmission as the case may be.
Health and Safety at Work Act
Routeco Ltd products when used in normal or prescribed applications within the parameters set for mechanical and electrical performance in the technical data provided for each product range, will not cause any danger or hazard to health or safety if normal engineering practices are observed and they are handled/used in applications by trained/skilled persons in accor- dance with the relevant legislation, regulations (including I.E.E. wiring regulations) and the accepted rules or art for the industry concerned. In the interests of Health and Safety, products should not be handled whilst ‘live’.
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