Sales terms and conditions

§1

In these conditions, "The Company" means IMI Cornelius, "The Purchaser" means the person, firm or company to whom the acknowledgement of order is issued, 'the goods' means any plant, machinery or parts to be supplied by the Company.

§2 FORMATION OF CONTRACT

No binding contract shall be deemed to have been effected until confirmed in writing by the Company by an acknowledgement of order or otherwise, quotations, price lists and other publications of the Company shall not constitute offers.

§3 APPLICATION OF CONDITIONS

Contracts are accepted only upon and subject to the following Conditions of Sale. Unless expressly accepted in writing, any terms or conditions contained in any written or printed document of the Purchaser, inconsistent with or in any qualifying these Conditions, shall not apply unless expressly accepted in writing by the Company.

§4 PRICE VARIATION

Prices and discounts contained in the contract will be subject to amendment in consequence of any increase arising after the date of quotation in the price of raw materials, labour or other costs, unless agreed otherwise by the Company in writing.

§5 WARRANTY

(a) The goods delivered under the contract shall be of normal industrial quality unless specifically stated to the contrary and shall meet any specification laid down in the Contract. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded.

(b) It is for the Purchaser to satisfy himself that the goods ordered are fit for the purpose for which they are required and the Company gives no warranty as to fitness for purpose unless specifically stated in writing to the contrary.

(c) For a period of twelve months from date of shipment the Company will replace free of charge, any component parts proved to be defective as a result of faulty materials or workmanship. All labour costs involved in effecting such replacements or repairs shall be borne by the Purchaser. The Purchaser shall give the Company immediate written notice of any claim that the goods are not of stated quality in order to enable the Company to investigate the complaint before the goods are returned to the Company. Defects in quality or dimension in any delivery shall not be a ground for cancellation of the remainder of the contract by the Purchaser.

(d) The Company's liability for defective goods shall in no case extend beyond replacement or repair in accordance with (c) above, and the Company shall not be liable for any loss or damage including but not limited to consequential loss or damage or loss or profits.

(e) Warranty does not apply to spare parts for fitting by the Purchaser or his agent to original equipment sold by the Company.

§6 SPECIFICATIONS

(a) All descriptive specifications, literature, drawings, etc. submitted with the Company's quotations, are approximate only, as is the descriptive literature contained in any catalogues of the Company, price list and other advertising matter.

(b) Where Specifications are to be supplied, the Buyer shall supply such specifications in reasonable time to enable the Company to complete delivery by the date named.

§7 COPYRIGHT

All drawings and specifications prepared by the Company shall remain the property of the Company and any copyright arising shall belong to the Company.

§8 FOREIGN TRADE CONTRACTS

Where goods are sold abroad they will be governed by the terms laid down under incoterms 1953 and its subsequent reprintings.

§9 DELIVERY

Any date for delivery named by the Company is an estimate only and in no circumstances shall the failure of the Company to deliver on or before the named date either entitle the Buyer to rescind or terminate the contract or make the Company liable in any way for the consequences of any delay. Material from stock is offered subject to being unsold upon receipt of order.

§10 DEFERMENT OF DELIVERY

Where the Buyer has given instructions for the manufacture and delivery of goods and subsequently requests the Company to defer delivery any goods completed will be invoiced and any goods in the process of manufacture will be completed and invoiced on completion holding and storage charges will be invoiced subsequently when applicable.

§11 CLAIMS FOR SHORTAGE OR LOSS

No claim for damage in transit, shortage of delivery or loss of goods in transit con be accepted unless, in the case of damage in transit or shortage of delivery, a separate notice in writing is given to the carrier concerned and to the Company within three days of receipt of goods, followed by a complete claim in writing within five days of receipt of goods, and in case of loss goods, notice in writing is given to the carrier concerned and to the Company, and a complete claim in writing made within twenty one days of the consignment. Where goods are accepted from the carrier concerned without being checked, the delivery book must be signed, "no examined".

§12 SUSPENSION OF DELIVERIES

Without prejudice to the provisions of Conditions 9 or 10 hereof, deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the establishment of either Company or Buyer during the delivery period as a result of strikes, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the Company or Buyer respectively.

§13 NOTICE OF TERMINATION OR PARTIAL DELIVERY

In the event of an outbreak of hostilities (whether war is declared or not) or in the event of national or international emergency, or if the Company manufacturing facility should become directly or indirectly so engaged on Government orders under priority directions as to prevent or delay work on other orders, the Company shall be entitled at any time, on notice to the Buyer, to make partial deliveries only or to determine the contract, without prejudice in any case to rights accrued in respect of deliveries already made.

§14. DETERMINATION OF CONTRACT

If the Purchaser shall make default in or commit a breach of his contract of any other of his obligations to the Company or if any distress or execution shall be levied upon the Purchaser's property or assets, or if the Purchaser shall make or offer to make any arrangement or composition with creditors, or commit any act of Bankruptcy, or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him or if the Purchaser shall be limited Company and any Resolution or Petition to wind-up such Company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a Receiver of such Company's undertaking property or assets or any part thereof shall be appointed. The Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted by him to the Purchaser's last know address, any subsisting contracts shall be deemed to have been determined without prejudice to any claim or fight the company might otherwise make or exercise.

§15. INDEMNITY

The Buyer will indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Buyer's specification which involves the infringement of any letters patent or registered design or copyright.

§16. IMPRINTS

Where the Company's patents, registered designs or copyright features are incorporated in the design of the goods, an imprint to that effect may be affixed by the Company and shall not in any way be defaced, obliterated or removed by the Purchaser.

§17. RETENTION OF TITLE

(a) Until the Company has been paid in full for the goods comprised in this or any other contract between them the goods comprised in this contract remain the property of the Company although the risk passes to the Buyer at the point of delivery named in the contract.

(b) If the Buyer fails to pay for the goods on the due date or commits any act of bankruptcy or if any resolution or petition to windup the Buyer's business shall be passed (other than for the purpose of amalgamation or reconstruction) or if a Receiver of the Buyer's undertakings is appointed the Company may recover possession of the goods at any time from the Buyer and for that purpose the Company its servants or agents may enter upon any land or building upon which the goods are situated.

(c) The Buyer has a fight to dispose of the goods in the course of his business for the account of the Company and to pass good title to the goods to his customer being a bona fide purchaser for value without notice of the Company rights. In the event of such disposal the Buyer has the fiduciary duty to the Company to account to the Company for the proceeds (which shall be kept separate and identifiable from the Buyer's own monies) but may retain there from an excess of such proceeds over the amount outstanding under this or any other safe contract between them.

§18. CANCELLATION

No cancellation shall be deemed to have been effected by the Buyer unless confirmed in writing by the Company; any costs incurred by the Company, which upon cancellation, are not recoverable by the Company, will be for the Buyer's account and will be so invoiced to the Buyer.

§19. TERMS

As shown on this invoice.

§20. ERRORS OR OMISSIONS

Errors or omissions are subject to correction.

§21 VAT

VAT will be charged at the rate applicable at date of invoice, which will be added to the invoice at the rate then current and appropriate to the transaction.

§22 LAW APPLICABLE

In the event of a dispute both parties agree that the International Chamber of Commerce in Paris will be asked to mediate.