Conditions of Use

Definitions

  1. In these Conditions the following expressions shall have the following meanings:“Company” means Ashford Instrumentation Ltd, with Company Number 4756319 registered at Companies House.
  2. “Purchaser” means person, firm, company or body for whom the goods are to be supplied.
  3. “Order” means any order either verbal or in writing placed by the Purchaser for the supply of goods.
  4. “Goods” means the articles to be supplied or work to be carried out as may be specified by the Order.
  5. “Contract” means the Contract for the sale and purchase of the Goods which expressly or by implication incorporates these conditions.
    Acceptance Of Quotation
    Acceptance of the Company’s written quotation shall be taken as acceptance also of these Terms & Conditions of sale subject to any variation thereto agreed by the Company in writing.

Quotation & Finalisation Of Contract

  1. All prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser, after which time they may be altered by the Company without giving notice to the Purchaser.
  2. The Company reserves the right, by giving notice to the Purchaser at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Purchaser which is due to any factor beyond the control of the Company (such as, without limitations, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase of cost of labour, material or other cost of manufacture), any change in delivery dates, quantities or specification for the Goods which is requested by the Purchaser, or any delay caused by any instruction of the Purchaser the Company will not be liable for any delay caused by inadequate instructions or information given by the Purchaser.

PurchaseConditions

  1. Any terms and conditions whether verbal or contained in any other form, specification or other document to be prepared by the Purchaser, shall not amend, modify or annul these Conditions unless the Company expressly agrees in writing when accepting the Order and for the avoidance of doubt, the terms and conditions of the Purchaser at variance with these Conditions shall be deemed to have been waived by the Purchaser.
  2. The Company shall sell and the Purchaser shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Purchaser, or any written order of the Purchaser which is accepted by the Company, 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 Purchaser.
  3. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Purchaser and the Company.
  4. The Company may at its discretion accept “Call Off Orders” subject to the Terms & Conditions of any written quotation. The Company reserves the right to supply and or invoice any outstanding goods on any “Call Off Order” after 12 months from the date of order unless there is a confirmed schedule from the Purchaser which has been acknowledged and agreed in writing by the Company.
  5. The Company has a minimum order charge of £50.00 which it may waiver at its discretion.

Cancellation

After acceptance no Order may be cancelled by the Purchaser without the written consent of the Company and upon such terms as shall indemnify the Company against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

Payment

  1. The buyer shall pay for the goods delivered within 30 days after the date of the Companies invoice for the total amount unless otherwise agreed in writing between the Company and the Purchaser. The Company shall be entitled to charge interest at its discretion at the rate of 8% per annum above bank rate applicable on any sum outstanding on any such invoice after the expiration of the aid 30 days.
  2. Payment deadlines must still be met even if transport, unloading, assembly or commissioning of the delivered goods is delayed or rendered impossible by circumstances beyond control of the Company.
  3. It is not possible to reduce or withhold payments because of complaints, claims or counterclaims from the Purchaser if the Company does not agree. The time of payment of the price shall be of the essence of the Contact.
  4. If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (1) cancel the Contract or suspend any further deliveries to the Purchaser (2) appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other contract between the Purchaser and the Company) as the Company may think fit (not withstanding any purported appropriation by the Purchaser).
  5. In the event of payments not being made, details of the debt will be passed to Final Demand Ltd for collection.

Checking & Accepting The Delivery

  1. The Purchaser must check the Goods within two days of delivery and notify the Company of any deficiencies or shortages in writing, if the Purchaser does not do this it is assumed that the Goods have been accepted.
  2. In the event that the Purchaser is for any reason dissatisfied with the Goods, written notice of such dissatisfactions must be received by the Company within three days of the date of dispatch of the Goods from the Company’s location. Failure to notify the Company within three days shall prevent the Purchaser from making any claim against the Company relating to the Goods delivered.

Delivery

  1. The time quoted for delivery of the Goods commences with actual receipt by the Company of the Order and in all cases the Goods are subject to prior sale unless otherwise stated.
  2. Dates for delivery are given in good faith and as accurately as possible but time for delivery shall not be guaranteed nor shall the Company be liable for any delay in delivery howsoever caused.
  3. The Company accepts no responsibility for delays caused by strike, lock-outs, breakdowns, fires, or any other circumstances beyond the Company’s control or those circumstances which may be deemed to be the Purchasers responsibility and if the Purchasers instructions or lack of instructions cause delay in manufacture or delivery the Company shall be entitled to extension of the time for delivery originally agreed.

Packing & Carriage

  1. The cost of packing and carriage unless otherwise stated is excluded from the price quoted for all Goods.
  2. Packing materials are not returnable unless stated otherwise.
  3. Standard delivery is next day by 17.00 hrs. Special delivery arrangements will be charged extra at cost.

Damage In Transit

  1. When the quotation includes delivery the Company will repair or replace free of charge the Goods or such part thereof damaged in transit provided that (1) the Purchaser notes the carriers receipt that damage has occurred and (2) both the carrier and the Company receive written notification of such damage within 2 days of delivery, but not otherwise and provided nothing has been done or left undone by the Purchaser which might invalidate any claim which the Company may have on the carriers.
  2. Where they have to be manufactured, replacement Goods will be subject  to the same delivery time as those items to which they are replacing.

Moving Or Sitting

  1. The Purchaser will be responsible for, and will indemnify the Company against all loss, damage, liability, or expense arising out of moving or sitting Goods on any premises designated by the Purchaser notwithstanding that the Purchaser has entrusted such work to the Company and whether or not such moving or sitting follows upon delivery of such Goods to the Purchaser.

Risk & Property

  1. Risk and damage to or loss of the goods shall pass to the purchaser:-
    1.1 In the case of Goods to be delivered at the Purchasers premises, at the time when the Company notifies the Purchaser that the Goods are available for collection or when the Company hands the goods to the carrier or carrying agent which ever is the sooner
    1.2 In the case of Goods to be delivered otherwise than at the Purchasers premises, at the time of delivery or, if the Purchaser wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods.
    1.3 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Purchaser for which payment is then due.
    1.4 Until such time as the property in the Goods passed to the Purchaser, the Purchaser shall hold  the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties property stored, protected and insured and identified as the Company’s property. Until that time the Purchaser shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, and shall keep all such proceeds separate from any other moneys or property of the Purchaser and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
    1.5 Until such time as the property in the Goods passes to the Purchaser (and provided the Goods are still in existence and have not bee resold), the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser to any third party where the Goods are stored and repossess the Goods.
    1.6 The purchaser shall not be entitled to pledge or in any way charge by way of security of any indebtedness any of the Goods which remain the property of the Company, but if the Purchaser does so all moneys owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

Performance

  1. The Company will not accept liability for facts and figures unless given in writing.
  2. Any special tests or calibrations will be carried out at the works of the manufacturer of the Company and will be chargeable unless specifically otherwise agreed in writing.
  3. The Purchaser is to accept responsibility for the premises and services available being suitable to use the Goods and for ensuring that they are suitable for its purpose. It is the responsibility of the Purchaser to ensure that the Goods supplied meet the specification and are compatible with the application.
  4. All details given in drawings including dimensions and weights are approximate values only.
  5. All drawings submitted and design information given is confidential and must not be disclosed without the Company’s prior written consent.
  6. All calibration work will be carried out by a competent person as appointed by the Company. Any statement of calibration is only deemed to be valid at the time and place that the calibration is performed. Any certificate issued by the Company should not be treated as a guarantee that the instrument is still in calibration at the time of delivery as the instrument may be subject to treatment and conditions outside of the control of the Company. The Company will not under any circumstances be liable for any loss or injury regardless of cause to any person or property as a result of any reliance by the Purchaser on any calibration performed by or on behalf of the Company. The integrity of any calibration must be independently verified by the Purchaser prior to the instrument being installed at the time and point of installation.
  7. Appendix 1 of the Terms & Conditions details our procedure for the calibration of pressure gauges. This appendix forms an integral part of our Terms & Conditions and all pressure gauges sent to us will be covered by these Terms & Conditions.

Injury Or Damage

  1. The Purchaser shall indemnify the Company against all claims whether made under any contract or statute or under Common Law in respect of any loss or damage to any property whatsoever or injury to any person whatsoever arising out of any defect in material or workmanship in connection with any Goods manufactured and /or sold by the Company, or any default or negligence on the part of the Company’s servants in connection with or during the carrying out of any work by the Company on Customers or any others persons property and against any liability whatsoever which may become due as a result of work done in accordance with the Purchasers specification which involves the infringement of any letters patent or registered design.

Installation

  1. Where the Company undertakes the installation and/or commissioning of the equipment or materials in the customers premises or site as specified by the customer, the Company shall not be responsible for any consequential loss by damage occurring as a result thereof nor for third party claims in connection therewith.

Guarantee

  1. Subject to Clause 4 of this section, Goods supplied and manufactured by the Company (other than used parts), are guaranteed for a period of 12 months from the date of delivery.
  2. If notified in writing by the Purchaser within the period of guarantee, the Company undertakes to repair or replace the Goods (or any part thereof) which in the absolute discretion of the Company are not of satisfactory quality (as shall be determined pursuant to the Sale Of Goods Act 1994). Replaced parts will become the property of the Company.
  3. Excluded from the guarantee is damage caused by natural wear and tear, inadequate maintenance, disregard for operating instructions, excessive use or damage caused by other circumstances to which the Company has not contributed.
  4. Where any goods supplied (forming part of the Goods) have not been manufactured by the Company or any Group Company, the Company’s only obligations under the guarantee will be as those given by the original manufacturer of the goods.

Acceptance

  1. The acceptance of any Ashford Instrumentation Ltd tender or quotation must be accompanied by sufficient information to enable the Company to proceed with the order forthwith, otherwise the Company reserves the right to renegotiate the price to include any subsequent increase in cost. No contract is deemed to be effected until acknowledged by the Company in writing.

Indemnity

  1. The Purchaser shall indemnify the Company against all damages, penalties costs and expenses to which the Company may become liable as a result of work done or goods supplied in accordance with the buyers specification which involves infringement of any letters of patent or registered design.
  2. The Company does not accept liability for any consequential loss incurred due to the incorporation of supplied goods into other products.

VAT

  1. Value Added Tax will be added to all invoices at the appropriate rate. All prices quoted by the Company exclude VAT. 
    Exclusion Of Further Liability
  2. These Terms & Conditions set out the entire right of the parties. Any claim for compensation, mitigation, rescission of or withdrawal from the Contract are excluded.
  3. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Purchaser by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract , for any consequential loss or damage (whether for loss of profit or otherwise), cost, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use in resale by the Purchaser except as expressly provided in these Conditions.

General

  1. Notices may be given by either party by letter sent by fax transmission or by first class post and addressed to the other party at its principle place of business or last known address or at its registered office and any such notice sent by post shall be deemed to have been received forty-eight hours after the letter containing the notice has been properly addressed, stamped and put in the post.
  2. The Purchaser shall not assign the Contract or any benefits arising under the Contract without prior written consent of the Company.
  3. No waiver by the Company of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
  4. 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 provisions in question shall not be affected thereby.
  5. Any dispute arising under or in conjunction with these conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party.
  6. Any promotional literature provided by the Company is deemed as being correct only at the time of going to press. Any detail of the product including design, specification, materials of construction etc can be changed without prior notice.

Errors

  1. The Company reserves the right to amend any accidental error or omission.

Legal Construction & Law Applicable

  1. The title of the clauses herein contained shall not effect their legal construction and the Contract shall in all respects be construed and operate as an English Contract subject to English Law

List Of Appendix1
Calibration Of Pressure Gauges I/General Company Details/Terms & Conditions
T&C July 07

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