Terms & Conditions

1. Interpretation

1.1 In these Conditions: "Buyer" means the person firm company or organisation who accepts a quotation of the Seller for the sale/supply of the Goods and/or Services or whose order for the Goods and/or Services is accepted by the Seller. "Goods" means the goods (including any instalment of the goods or any part of them) which the Seller is to supply in accordance with these Conditions, and/or which are the subject matter of any contract for Services. "Sale Goods" Goods to be supplied under a Contract title to which is to transfer from the Seller to the Buyer pursuant to the Contract. "Services" means any services to be provided by the Seller to the Buyer in accordance with these Conditions. "Seller" means Rewinds & J. Windsor & Sons (Engineers) Ltd registered in England under number 603096. "Conditions" means the standard terms and conditions of trading set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. "Writing" includes letter telex cable facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provisions as amended re-enacted or extended at the relevant time.

1.3 The heading in those conditions is for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall supply and the Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Buyer.

2.3 The Sellers' employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

2.4 An advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of this Goods which is not confirmed in writing by the Seller is followed or acted upon entirely all the Buyer's own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller authorised representative or until the Seller has started to perform the Contract.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Contract within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantities, quality, description and any specifications to be supplied under the Contract shall be those set cut in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller) and if not accepted in writing then the Goods and/or Services provided by the Seller shall be presumed correct in the event of a conflict between the two the Seller's quotation will prevail.

3.4 If the supply of the Goods and/or Services is to be carried out in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.

3.5 The Seller reserves the right to make any charges in the Contract/Goods specification which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance. The Seller reserves the right to cancel any Contract if performance would breach any applicable safety or statutory or regulatory requirement.

3.6 No order which has been accepted by the Seller may be cancelled by the Buyer exempt with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation including any consequential loss and (by way of example and without limitation) any damages which the Seller must pay to suppliers with whom the Seller has contracted in furtherance of the performance of this Contract.

4. Price of the Goods

4.1 The Contract price shall be the Seller's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price list in the Seller's published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller's published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the Contract price to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the costs of labour materials or other costs of manufacture) any change in Contract performance dates, quantities or specifications which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods or perform the Services otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for travelling accommodation subsistence, transport, packaging and insurance.

4.4 The Contract price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller and any other applicable tax which is from time to time in force.

4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. Terms of Payment

5.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the Contract price on or at any time after performance of the Services or the delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.

5.2 The Buyer shall pay the Contract price within 28 days of the date of the Seller's invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer of it earlier 28 days from the date of delivery. The time of payment of the price shall be of the essence of the Contract Receipts for payment will be issued only upon request.

5.3 No payment may be withheld by the Buyer for any reason whatsoever nor may any counterclaim of the Buyer be set-off against any payments due to the Seller without the prior written consent of the Seller. Payment shall be due whether or not an order number has been issued by the Buyer.

5.4 The Seller shall have a general and particular lien over any property of the Buyer in its possession in respect of any monies due to the Seller from the Buyer from time to time.

5.5 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:

5.5.1 cancel the Contract or suspend any further performance or deliveries to the Buyer, and / or

5.5.2 appropriate any payment made by the Buyer to such of the Goods or Services (or the goods or Services supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer), and / or

5.5.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3 per cent per annum above HSBC base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and/or

5.5.4 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, and / or

5.5.5 sell the Goods at the best price readily obtainable and (after deducting all reasonable costs and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. The Seller shall be entitled but not obliged to carry out work, for which it may charge, on the Goods if in the Sellers opinion to do so would increase the recovery on any sale of the Goods.

6. Delivery and Performance

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller by the Seller delivering the goods to that place.

6.2 Any dates quoted for delivery of the Goods or performance of the Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods or performance howsoever caused. Time for delivery or performance shall not be of the essence unless previously agreed by the Seller in advance of the quoted date upon giving reasonable notice to the Buyer.

6.3 Where the Goods or Services are to be supplied in instalments each supply shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 If the Seller fails to supply the Goods and / or Services for any reason other than any cause beyond the Seller's reasonable control by the Buyer's fault and the Seller is accordingly liable to the Buyer the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods or Services to replace those not supplied over the price of the Goods or Services.

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, and / or

6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable costs and selling expenses) account to the buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. The Seller shall be entitled but not obliged to carry out work, for which it may charge, on the Goods if in the Sellers opinion to do so would increase the recovery on any sale of the Goods.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer

7.1.1 In the case of Goods to be delivered at the Seller's premises at the time when the Seller notifies the Buyer that the Goods are available for collection: or

7.1.2 In the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Sale Goods or any other provision of these Conditions the property in the Sale Goods shall not pass the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Sale Goods and all other goods and Services agreed to be supplied by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Sale Goods passes to the Buyer the Buyer shall hold the Sale Goods as the Seller's fiduciary agent and bailee and shall keep the Sale Goods separate from those of the Buyer and third parties and property stored protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Sale Goods in the ordinary course of its business but shall account to the Seller for the proceeds of the sale or otherwise of the Sale Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured.

7.4 Until such time as the property in the Sale Goods passes to the Buyer (and provided the Sale Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Sale Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Sale goods are stored and repossess the Sale Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Sale Goods which remain the property of the Seller but if the buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and Liability

8.1 Subject to the conditions set out below, the seller warrants that the goods will correspond with the specifications (if any) at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their delivery and that the services shall be carried out with reasonable skill and care.

8.2 The above warranty is given by the seller subject to the following conditions:

8.2.1 The seller shall be under no liability in respect of any defect in the goods or services arising from any drawing design or specification supplied by the buyer;

8.2.2 The seller shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the seller's instructions (whether oral or in writing) misuse or inadequate storage or alteration or repair of the goods without the seller's approval;

8.2.3 The seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the goods and / or services has not been paid by the due date for payment.

8.2.4 In respect of the sale goods the above warranty does not extend to parts materials or equipment supplied but not manufactured by the seller in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee is given by the manufacturer to the seller.

8.2.5 In respect of goods other than sale goods the warranty shall only apply to such part of and to the extent that the goods were repaired, refurbished or otherwise specifically the subject of services under the contract.

8.3 Subject as expressly provided in these conditions and except where the goods and / or services are supplied to a person dealing as a consumer (within the meaning of the unfair contract terms act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the goods or services are supplied under a consumer transaction (as defined by the consumer transaction restrictions on statement order 1976) the statutory rights of the buyer are not affected by these conditions.

8.4 The buyer shall check the goods and / or services thoroughly forthwith upon supply and any claim by the buyer which is based on any defect in the quality or condition of the goods and / or services or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the seller within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defects or failure. If delivery is not refused and the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods and / or services had been supplied in accordance with the contract.

8.5 Where any valid claim in respect of any of the goods and / or services which is based on any defect in quality or condition or failure to meet specification is notified to the seller in accordance with these conditions the seller shall be entitled to replace the goods or re-perform the services (or the part in question) free of charge or at the seller's sole discretion refund to the buyer the contract price (or a proportionate part of the price) but the seller shall have no further liability to the buyer whatsoever.

8.6 Except in respect of death or personal injury caused by the seller's negligence or fraudulent misrepresentation:

8.6.1 The seller shall not be liable to the buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or negligence or breach of statutory duty or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the seller its employees or agents sub-contractors or otherwise) which arise out of or in connection with the supply of the services and / or the goods or their use or resale by the buyer, and the entire liability of the seller under or in connection with the contract shall not exceed the contract price, except as expressly provided in these conditions.

8.6.2 The maximum liability of the seller for loss of or damage to any property not being the goods (and not being consequential loss as restricted under clause 8.6.1) in respect of each event or series of connected events shall not exceed £300,000.00

8.6.3 The maximum liability of the seller for loss or damage to the goods whilst in transit at the seller's risk shall be £20,000.00

8.6.4 The maximum liability of the seller for loss or damage to the goods whilst at the seller's risk at the seller's premises is £20,000.00

8.7 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the seller's obligations if the delay or failure was due to any cause beyond the seller's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the seller's reasonable control:

8.7.1 Act of god explosion flood tempest fire or accident;

8.7.2 War or threat of war sabotage terrorist activity insurrection civil disturbance or requisition;

8.7.3 Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

8.7.4 Import or export regulations or embargoes;

8.7.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the seller or a third party)

8.7.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery.

8.7.7 Power failure or breakdown in machinery.

8.7.8 Failure by the buyer to correctly store, protect, handle or otherwise deal with the goods.

8.8 The seller will agree to increase or extend its liability under these conditions to the extent that insurance cover is available to the seller to cover such increase or extension if the buyer so wishes and notifies the seller in advance of any act or omission giving rise to such liability and pays to the seller in advance the sum of money to enable the seller to effect such policy of insurance to cover such increase or extension of liability.

8.9 The buyer warrants that any goods supplied to the seller which may be the subject of any contract are owned by the buyer will be safe and suitable for the purposes envisaged by the contract. The buyer agrees to indemnify the seller for any breach of the terms of any contract on the part of the buyer.

8.10 Unless and save to the extent that the law specifically imposes such an obligation on the seller or makes such denial of liability unlawful and without prejudice to the above provisions of this clause 8:-

8.10.1 Where the seller repairs a component no representation or warranty is given that the repaired component complies with any specification other than its original specification nor that it is a suitable component for the buyer's use;

8.10.2 Where the seller repairs or refurbishes goods this will only be carried out be reference to the buyer's requirements and the original specification and no warranty is given that it complies with any other applicable specification.

9. Insolvency of Buyer

9.1 This Clause applies if

9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for this purpose of amalgamation or reconstruction): or

9.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer: or

9.1.3 the Buyer ceases or threatens to cease to carry on business or

9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. If this clause applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further performance under the Contract without any liability to the Buyer and if the Goods have been delivered and/or and Services provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. General

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered offices or been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.