Aquatic Control Engineering Terms and Conditions of Sale
AQUIKO is a trading name of Aquatic Control Engineering Ltd; Company Registration 03108353
Quotations are made and orders are accepted only upon and subject to the Conditions of Sale as printed herein, all customer terms and conditions or conditions of purchase are excluded/rejected. Any terms and/or conditions and/or other matters appearing on the face of our quotation and/or order confirmation shall where incompatible with these Conditions of Sale overrule the latter. Unless expressly accepted by us in writing any qualification of these Conditions by the customer or any agent or representative of the customer in any written or printed document or otherwise shall be inapplicable. ‘Quotation’ for the purpose of these conditions shall mean tender or offer for the sale of goods.
Un-quantified delay damages are rejected, any delay penalties and/or damages must be agreed in advance of order placement and confirmed in writing. Aquatic Control Engineering do not accept any uninsured indirect costs, claims, losses and/or damages. In any case Aquatic Control Engineering liability for any uninsured cost, claims, losses and/or damages is capped at the order/contract value as a maximum.
QUOTATIONS AND ACCEPTANCE
Unless previously withdrawn or otherwise provided quotations expire 30 days from the date thereof. No binding contract shall be created by the acceptance on the part of the customer of a quotation made by us until notice of the acceptance of the order in writing shall have been given to us. After the order confirmation we maintain the right to make sure the customer can fulfil the payment prior to production or delivery of the goods. We also maintain the right to adapt the price according to any unforeseen price changes of the goods supplied to us such as fluctuations in the cost of raw materials.
Any times quoted for completion, despatch or delivery are to be computed from the date following our acceptance of order on which we have in our possession the written or telegraphic instructions of the customer to proceed and all necessary information and drawings to enable us to put the work in hand; but any date or period of time given is intended as an estimate only and is not to be the essence of the contract. The delivery time has as reservation that we have our deliveries in the correct time. We shall not be liable in any way in respect of the late completion despatch or delivery, however caused, nor shall such failure be deemed to be a breach of the contract.
CARRIAGE AND PACKING
United Kingdom Sales: Carriage and packing is included in the contract price unless otherwise stated. Export Sales: Carriage, packing and any duties/fees are not included in the contract price unless clearly stated in Aquatic Control Engineering’s quotation, this can be organised on the customer’s behalf on request. All charges are payable by the customer unless otherwise agreed.
DAMAGE IN TRANSIT
United Kingdom Sales: Aquatic Control Engineering accept no responsibility for loss or damage to the goods or the packing thereof beyond the point to which we contract to deliver the same. Up to that point we shall not be liable for damage or loss or non-delivery of the goods or any part thereof unless, in the case of damage, the customer expressly notifies us and our carriers (if known to the customer) in writing of the existence of damage within 48 hours and notifies us in writing of detailed particulars of the same within 5 working days after the termination of the transit, and in the case of loss and non-delivery, the customer expressly notifies us and our carriers (if known to the customer) in writing of the loss or non-delivery within 48 hours and supply particulars within 5 working days after the date on which the transit of the goods was terminated or would in the normal course of events have terminated, and subject thereto we will repair or replace free of charge to the customer the goods damaged lost or undelivered as the case may be. In all cases where damage is visible at the point of delivery, either to the packaging materials or the goods themselves, this is to be noted with the carrier before accepting delivery.
For export sales Aquatic Control Engineering accept no responsibility for loss or damage to the goods or the packing thereof. On the customer’s behalf Aquatic Control Engineering can organise insurance for the goods in transit. All charges being payable by the customer.
INSPECTION OF GOODS
The customer will inspect the goods immediately upon delivery and shall within 48 hours from such inspection give notice in writing to us of any matter or thing by reason whereof the customer alleges that the goods are not in accordance with the contract. If the customer fails to give such notice the goods shall be deemed to be in all respects in accordance with the contract and the customer will be bound to provide payment as agreed.
Should delivery of any of the goods sold be prevented or delayed by happenings or occurrences due to ‘force majeure’ or by reason of any delays occasioned by strikes, riots, lock-outs or other labour troubles, war, fire, accident to machinery, delay en route, Government action, Act of God, or any cause whatsoever outside our control we reserve the right to cancel or suspend deliveries without prejudice to our right to payment for goods delivered. In any event, Aquatic Control Engineering shall not be liable in any way for delay, loss or damage arising directly or indirectly through or in consequence of such events or happenings.
If Aquatic Control Engineering do not receive forwarding instructions before the goods are despatched the customer shall take delivery or arrange for storage. On delivery the customer is responsible for any storage of the goods supplied by Aquatic Control Engineering (including insurance costs). If the customer cannot take delivery or arrange for storage, Aquatic Control Engineering shall be entitled to arrange storage either at our premises or elsewhere on the customer’s behalf and all charges for storage insurance or demurrage shall be payable by the customer.
DESIGNS AND DRAWINGS
All designs, drawings, patterns, descriptive matter, and specifications submitted with our tender and the descriptions and illustrations contained in our sales materials, price lists and all other advertising material and channels, are approximate only and are intended merely to represent a general idea of the goods described therein and none of them shall form part of the contract. All such material as foresaid shall remain Aquatic Control Engineering’s property and may not be reproduced without our written permission. All such materials are to be treated as confidential and returnable on request.
Our products are carefully inspected and where practical will be submitted to standard tests at Aquatic Control Engineering’s facilities or the manufacturer’s Works before despatch. Unless otherwise specified we do not accept responsibility for any sub-surface defects detected after the despatch by special inspection techniques such as radiographic and ultrasonic inspection. If special tests in the presence of the customer or its representative are required, these unless otherwise agreed, must be made at the manufacturer’s Works and will be charged for extra, and in the event of any delay on the part of the customer or its representative in attending such tests, after seven days’ notice that we are ready, the tests will proceed in their absence and shall be deemed to have been made in their presence – such inspection shall be final.
In the event of the work being suspended by reasons of the customer’s instructions or lack of instructions or being delayed by lack of access to site, the contract price shall be increased to cover any extra expense thereby incurred by us. No modification of the order will be binding unless reasonable notice in writing is given and agreed by us. In cases where equipment is already manufactured or in the course of manufacture or any matter completed or partially completed such as drawings or patterns made that require to be altered, a reasonable charge will be made in respect thereof. No liability resulting from any such variation will be accepted.
Once a contract subsists between the customer and Aquatic Control Engineering; the same cannot be cancelled by the customer except with our consent and on terms which will indemnify us against any loss. A cancellation fee of 25% of the contract price will be charged in the period after the order confirmation and before drawings or designs have been made. A cancellation fee of 35% of the contract price will be charged in the period after drawings have been made and before production has started. Aquatic Control Engineering do not accept cancellations once production has started and the full cost of the goods will be charged on completion or termination.
TERMS OF PAYMENT
Unless otherwise agreed payment in full shall be made within 30 days after the invoice date. If the payment is at risk due to a known deterioration of the financial status of the customer, Aquatic Control Engineering can request immediate payment or prepayment of all open accounts inclusive of payments that are not yet due. We can retain goods as well as discontinue the production of goods. If for any reason the customer is unable or unwilling to take delivery when the goods are ready for despatch or if delays of any kind arise through causes beyond our control or if there be minor defects in the goods which do not substantially affect their commercial use, then payment must not be withheld or deferred. Any liability whatsoever of any kind on our part is subject to the terms of payment and all the customer’s other obligations to us under the contract being strictly observed. Goods and installation (if included) will be invoiced separately.
Late Payments are charged at the rate of 8% interest per month, plus a minimum compensation fee of £40 in accordance with late payment legislation.
VALUE ADDED TAX
Prices quoted do not include Value Added Tax, which will be charged at the standard rate applying at the date of tax point. Indirect Exports: Prices quoted do not include Value Added Tax, which will be charged at the standard rate applying at the date of tax point unless documentary evidence of shipments is provided.
RETENTION OF TITLE
Title in any goods supplied by Aquatic Control Engineering Ltd does not pass until all monies due to the company are paid in full.
DEFAULT ON PAYMENT
Should default be made by the customer in paying any sum, due under any contract as and when it becomes due or should the customer be in breach in any respect of the contract entered into, Aquatic Control Engineering shall have the right by written notice posted to the customer either to suspend our further deliveries until the default be made good or to determine any contract then subsisting so far as any further goods remain to be delivered and in either case to charge interest on outstanding moneys. Any such determination shall be without prejudice to any claim or right we might otherwise make or exercise and if we so determine, the customer shall pay to us the appropriate proportion of the price of the goods for work carried out prior to the date of cancellation and shall take over and pay for at the then current price such materials as has been allocated for the purposes of the contract in question.
(a) Our liability in respect of any defect in or failure of the goods supplied or for any loss, injury or damage attributable thereto is limited to making good by replacement or repair defects which under proper use appear therein and which arise solely from faulty design, materials or workman ship within a period of twelve calendar months after the original goods shall have been first despatched. At the termination of this 12-month period all liability on our part ceases. It is a condition of replacement or repair that any defective parts are made available for repair by promptly returned carriage paid to us unless otherwise arranged and that our inspection proves the claim and that the goods have been used under service conditions for which they are designed/recommended. We do not guarantee goods against corrosion or erosion, and whilst we are prepared in good faith to recommend goods for particular services, we cannot accept responsibility where those goods supplied prove unsuitable.
(b) Save as foresaid all conditions, guarantees, warranties or representation (including conditions, guarantees, warranties or representations as to qualify or description of the goods or their fitness for any purpose or their life or wear or their use under any conditions, whether known or made known to us), whether express or implied by statute or common law, are hereby excluded and we shall be under no liability whatsoever in respect of any loss, damage, injury or expense arising from any defect in the goods (whether or not such is due to negligence or breach of duty on the parts of ourselves our servants or agents) and in particular (but without prejudice to the generality of the foregoing) we shall not be liable for the cost of any work done, any transport costs incurred, any consequential damages or expenses or any loss of profit of any liability to third parties incurred by the customer in consequence of such defect. Further the customer agrees to indemnify us against all liabilities incurred by us by reason of any proceedings claims or demands which may be brought or made against us (including all damages and expense whether direct or consequentially awarded against or incurred by us) alleging injury loss or damage to any third party or any property of any third party by reason of any defect in any of the goods.
(c) Where the goods are not of our manufacture, customers are entitled only to such benefits as we may receive under any guarantee given to us in respect thereof.
(d) The customer voids all rights to repair or replacement of goods if the customer or a third-party repair or modifies the goods without our consent.
(e) The customer voids all rights to repair or replacement if they do not use or install the goods according to the instructions in the manual supplied with the goods.
(f) In case of defects the customer has no right to retain the payment, only when the delivered goods are obviously defective can the customer retain a representative portion of the payment as long as the estimated cost of the repair is significant in relation to the total outstanding.
The customer hereby indemnifies us against all liabilities incurred by us by reason of any proceedings claims or demands which may be brought or made against (including all damages, losses and expenses awarded against or incurred by us), alleging infringement of patent or other industrial property rights of any third party by reason of anything done by us in accordance with designs specifications or instructions expressed or implied furnished or given by the customer.
The customer shall reimburse us for all expenses incurred by us in correcting faults in the goods resulting from inaccurate data, designs, specifications or instructions received by us from the customer.
If the customer shall make default in or commit any breach of its obligations to us or if any distress or execution shall be levied upon the customer’s goods or if the customer offers to make any arrangements with creditors or commits any act of bankruptcy or if any Petition in Bankruptcy is presented against the customer or, if the customer is a limited company, any Resolution or Petition to wind up its business (other than for the purpose of amalgamation or reconstruction) is passed or presented or if a Receiver or Manager is appointed in respect of any part of the customer’s assets we shall have the right forthwith to determine by written notice any contract then subsisting.
Any such determination shall be without prejudice to any claim or right we might otherwise make or exercise for breach of contract and if we so request, the customer shall pay to us the appropriate proportion of the price of the goods for work carried out prior to the date of cancellation and shall take over and pay for at the then current price such materials as has been allocated for the purpose of the contract in question.
The construction, validity and application of these terms and conditions shall be subject to the Law of England and Wales and to jurisdiction of the Courts of England and Wales.
INSTALLATION (IF INCLUDED)
Unless otherwise agreed installation on customer’s site will be undertaken on the following conditions: Suitable access to point of installation to be provided by the customer. Aquatic Control Engineering’s installers to be allowed to proceed with their work unhindered. All services, e.g. water, power and lighting, to be provided free of charge by the customer. Use of lifting plant to be provided free of charge by the customer. Storage near the point of installation to be provided free of charge by the customer. Transport from storage point to point of installation to be provided free of charge by the customer. Work area to be clean and dewatered by the customer. We do not accept any responsibility for deterioration of or damage to plant/equipment, other than caused by faulty workmanship or materials, during the standard warranty period.
Unless otherwise stated the price quoted for installation is based on the understanding that the work will be carried out continuously and during normal working hours. (Monday – Friday 7:00am – 20:00pm)
Any extra costs incurred by us due to cancellation, suspension of work by customer instructions or lack of thereof, interruptions, delays, overtime or any other cause, for which we are not responsible, shall be added to the contract price.
Cancellation of installation and/or site services within 2 working days of the planned onsite start date/time, will be subject to a rescheduling charge. This charge will be equal to two working days of the planned works (Total days shown in our quotation) or the total for installation.
Where site responsibilities have been demonstrated with our quotation any services provided by Aquatic Control Engineering for which we have not allowed will be chargeable when instructed or requested by the customer.
If conditions prevent safe working on site, we reserve the right to cease working and to claim associated costs. The customer shall indemnify us against all costs and claims arising from damage or injury to persons or property occurring during the course of installation, unless such damage or injury shall be proven to have been caused solely by our negligence. Goods and installation will be invoiced separately.
AQUIKO is a trading name of Aquatic Control Engineering Ltd; Company Registration 03108353 as such these Terms and Conditions of Sale apply in all cases where AQUIKO branded products are supplied.
AQUIKO goods supplied are covered under warranty as detailed above, all claims relating to warranties, defects or any other insufficiency in the goods operation are subject to the following:
– The equipment has been installed, operated and maintained as per the AQUIKO Operation and Maintenance Manual provided (and available via our website).
– The equipment is not misused, vandalised or over-loaded; refer to Damage in Transit terms and conditions for goods arriving damaged.
– Normal wear and tear is excluded from any warranty cover.
– ACE accept no liability for deterioration/damage or non-performance of the product due to site specifics not fully disclosed and agreed at point of order in writing.