ISSUE 2016 Rev 1 - Installation Manual
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RM Cylinders
CONDITIONS OF SALE
1. DEFINITIONS
“Buyer” means the person who accepts a quotation of the Company for the sale of the
Goods or whose order for the Goods is accepted by the Company
“Company” means RM Cylinders.
“Conditions” means the terms and conditions of sale set out in this document and any
special terms and conditions agreed in writing by the Company and the Buyer
“Contract” means the contract for the purchase and sale of the Goods
“Goods” means the goods which the Company is to supply and which the Buyer agrees to
buy in accordance with these conditions
“Price” means the price for the Goods including transport and insurance (if any)
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a
reference to that provision as amended re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation
2. BASIS OF SALE
2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with:-
2.1.1 the Company’s quotation (if provided by the Company and accepted by the Buyer);
or
2.1.2 (if the Company does not submit a quotation and following a request or purported
order from the Buyer for Goods) in accordance with the Company’s offer to the Buyer (if
accepted by the Buyer) subject in either case to these Conditions, which shall govern the
Contract to the exclusion of any other terms, subject to which any such quotation or offer
is accepted, or purported to be accepted.
2.2 Any variation to these Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Company
2.3 Any advice or recommendation given by the Company or its employees or agents to
the Buyer or its employees or agents as to the storage application or use of the Goods
which is not confirmed in writing by the Company is followed or acted upon entirely at
the Buyer’s own risk and accordingly the Company shall not be liable for any such advice
or recommendation which is not so confirmed
2.4 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
Company shall be subject to correction without any liability on the part of the Company
2.5 All specifications, drawings, particulars of weight and dimension andperformance
data contained in any of the Company’s literature are approximate only.
2.6 The Company reserves the right to improve and/or modify any specifications, designs
and dimensions without notice.
2.7 For the avoidance of doubt nothing in these Conditions or any Contract shall confer
on any third party any benefit nor the right to enforce any term of these Conditions or
any Contract whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or
otherwise
3. THE PRICE AND PAYMENT
3.1 The Price shall be either:-
3.1.1 the Company’s quoted price which shall only be valid for 30 days from its date after
which time the Price may be altered by the Company and shall be subject to the
Company requoting; or
3.1.2 where no price has been quoted the Price listed in the then current price list of the
Company sent by the Company to the Buyer from time to time.
3.2 Except as otherwise stated in the Company’s quotation or in any price list of the
Company or otherwise agreed in writing between the Buyer and theCompany, all prices
are given by the Company to include the Company’s charges for transport and insurance.
3.3 The Price and any other sums payable by the Buyer to the Company is exclusive of
any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the
Company.
3.4 [Subject to any special terms agreed in writing between the Buyer and the Company,]
the Company may invoice the Buyer for the Price of the Goods on or at any time after
delivery of the Goods, [or any installment 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 Company shall be entitled to invoice the Buyer for the Price at any time
after the Company has notified the Buyer that the Goods are ready for collection or (as
the case may be) the Company has tendered delivery of the Goods.
3.5 Save as otherwise agreed in writing, payment of the Price and VAT shall be due within
the agreed period from the date of the invoice without deduction or set off. Time for
payment shall be of the essence
3.6 If the Buyer 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:
3.6.1 cancel the contract or suspend any further deliveries to the Buyer
3.6.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods
supplied under any other contract between the Buyer and the Company) as the Company
may think fit (notwithstanding any purported appropriation by the Buyer) and
3.6.3 charge the Buyer interest (both before and after any judgement) on the amount
unpaid at the rate of 8% per cent per annum above Barclays Bank PLC 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)
4. THE GOODS
4.1.1 The quantity and description of the Goods shall be as set out in the Company’s
quotation or in the Company’s offer (as the case may be); and
4.1.2 the quality and specification for the Goods shall be as set out in the Company’s
quotation or (where there is no quotation) in the Company’s literature and brochure for
the Goods in question.
4.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms
of any order and any information supplied for the Company as to its requirements
(including but without limitation the use to which the Goods will be put and any
applicable specification) submitted by the Buyer and for giving the Company any
necessary information relating to the Goods within a sufficient time to enable the
Company to perform the Contract in accordance with its terms
4.3 If the Goods are to be manufactured or any process is to be applied to the Goods by
the Company in accordance with a specification submitted by the Buyer the Buyer shall
indemnify the Company against all losses damages costs, claims, demands, liabilities and
expenses awarded against or incurred by the Company in connection with or paid or
agreed to be paid by the Company in settlement of any claim for infringement of any
patent copyright design trade mark or otherindustrial or intellectual property rights of
any other person which results from the Company’s use of the Buyer’s specification or
from compliance by the Company with the Buyer’s instructions whether express or
implied.
4.4 No order which has been accepted by the Company may be cancelled by the Buyer
except with the agreement in writing of the Company and on terms that any deposit paid
shall not be repayable and that the Buyer shall indemnify the Company 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 Company in carrying out any work in
respect of the Goods or otherwise as a result of cancellation
4.5 All designs, sketches, or similar articles supplied by or submitted in confidence by the
Company shall remain the property of the Company and may not be disclosed by nor
used by nor copied or otherwise reproduced by the Buyer without the prior written
consent of the Company.
5. DELIVERY OF GOODS
5.1 Unless otherwise agreed in writing the Company shall deliver the Goods to such
delivery address as is specified by the Buyer to the Company at such time as the Goods or
part thereof (as the case may be) are ready for delivery.
5.2 The Buyer shall be responsible for offloading the Goods at the delivery address and
shall advise the Company of any local or internal laws, byelaws or rules relating to parking
or loading of vehicles at the delivery address.
5.3 The Buyer shall be responsible for ensuring that access to the delivery address is
wholly by a road with a surface capable of withstanding the weight and size of a vehicle
carrying the Goods.
5.4 Any dates quoted for delivery of the Goods are approximate only and the Company
shall not be liable for any delay in delivery of the Goods howsoever caused Time for
delivery shall not be of the essence unless previously agreed by the Company in writing
The Goods may be delivered by the Company in advance of the Delivery Date upon giving
reasonable notice to the Buyer
5.5 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
5.6 If the Buyer fails for any reason whatsoever to take delivery of the Goods or fails to
give the Company adequate delivery instructions at the time stated for delivery
(otherwise than by reason any cause beyond the Buyer’s reasonable control or by reason
of the Company’s fault) then without prejudice to any other right or remedy available to
the Company the Company may:
5.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of returning the Goods to the Company’s premises, storage and for
transport, packaging and insurance for re-delivery of the Goods; or
5.6.2 sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) account to the Buyer for the excess over the
Price or charge the Buyer for any shortfall below the Price
5.8 Goods may not be returned to the Company except by prior written permission of an
authorised officer of the Company and such return shall be subject to payment by the
Buyer of handling and re-stocking charges, transport and all other costs incurred by the
Company
6. RISK AND RETENTION OF TITLE
6.1 goods supplied by the Company shall be at the Buyer’s risk immediately upon delivery
to the Buyer or into custody on the Buyer’s behalf or to the Buyer’s Order. The Buyer
shall effect adequate insurance of the goods against all risks to the full invoice value of
the goods, such insurance to be effective from the time of delivery until property in the
goods shall pass to the Buyer as hereinafter provided.
6.2 property in the goods supplied hereunder will pass to the Buyer when full payment
has been made by the Buyer to the Company for :-
6.2.1 the goods of the subject of this contract.
6.2.2 all other goods the subject to of any other contract between the Buyer and the
Company which, at the time of payment of the full price of the goods sold under this
contract, have been delivered to the Buyer but not paid for in full.
6.3 until property in the goods supplied hereunder passes to the Buyer inaccordance with
paragraph (3) above.
6.3.1 the Buyer shall hold the goods in a fiduciary capacity for us and shall store the same
separately from any other goods in the Buyer’s possession and in a manner which
enables them to be identified as our goods.
6.3.2 the Buyer shall immediately return the goods to the Company should the
Companies authorised representative so request. All the necessary incidentsassociated
with a fiduciary relationship shall apply.
6.4 the Buyer’s right to possess the goods shall cease forthwith upon thehappening of
any of the following events, namely :-
6.4.1 if the Buyer fails to make payment in full for the goods within the time stipulated in
clause 3 hereof.
6.4.2 if the Buyer, not being a company, commits any act of bankruptcy, makes a
proposal to his or her creditors for a compromise or does anything which would entitle a
petition for a Bankruptcy Order to be presented.
6.4.3 if the Buyer, being a company, does anything or fails to do anything which would
entitle an administrator or an administrative receiver or a receiver to take possession of
any assets or which would entitle any person to present a petition for winding up or to
apply for an administration order.
6.5 the Buyer hereby grants to the Company an irrevocable licence to enter at any time
any vehicle or premises owned or occupied by the Buyer or in the possession of the Buyer
for the purposes of repossessing and recovering any such goods the property in which
has remained in the Company under paragraph (2) above. The Company shall not be
responsible for and the Buyer will indemnify the Company against liability in respect of
damage caused to any vehicle or premises in such repossession and removal being
damaged which it was not reasonably practicable to avoid.
6.6 notwithstanding paragraph (4) hereof and subject to paragraph (5) hereof, the Buyer
shall be permitted to sell the goods to third parties in the normal course of business. In
this respect the Buyer shall act in the capacity of the Companies commission agent and
the proceeds of such sale :-
6.6.1 shall be held in trust for us in a manner which enables such proceeds to be
identified as such, and :
6.6.2 shall not be mixed with other monies nor paid into an overdrawn bank account. The
Company, as principal, shall remunerate the Buyer as commission agent a commission
depending upon the surplus which the Buyer can obtain over and above the sum,
stipulated in this contract of supply which will satisfy the Company.
6.7 in the event that the Buyer shall sell any of the goods pursuant to clause (5) hereof,
the Buyer shall forthwith inform the Company in writing of such sale and of the identity
and address of the third party to whom the goods have been sold.
6.8 if, before property in the goods passes to the Buyer under paragraph (3) above the
goods are or become affixed to any land or building owned by the Buyer it is hereby
agreed and declared that such affixation shall not have the effect of passing property in
the goods to the Buyer. Furthermore if, before property in the goods shall pass to the
Buyer under paragraph (3) hereof, the goods are or become affixed to any land or
building (whether or not owned by the Buyer), the Buyer shall:-
6.8.1 ensure that the goods are capable of being removed without material injury to such
land or building.
6.8.2 take all necessary steps to prevent title to the goods from passing to the landlord of
such land or building.
6.8.3 forthwith inform the Company in writing of such affixation and of the address of the
land or building concerned. The Buyer warrants to repair and make good any damage
caused by the affixation of the goods to or their removal from any land or building and to
indemnify the Company against all loss damage or liability the Company may incur or
sustain as a result of affixation or removal.
6.9 in the event that, before property in the goods has passed to the Buyer under
paragraph (3) hereof, the goods or any of them are lost, stolen, damaged or destroyed :-
6.9.1 the Buyer shall forthwith inform the Company in writing of the fact and
circumstances of such loss, theft, damage or destruction.
6.9.2 the Buyer shall assign to the Company the benefit of any insurance claim in respect
of the goods so lost, stolen, damaged or destroyed.
7. WARRANTIES AND LIABILITY - FOR PROUCTS INSTALLED IN THE UK ONLY
7.1 Subject to the following provisions, the Company warrants that the Goods will be free
from defects in material and workmanship for a period of 24 months from their delivery
to the Buyer, unless a period of different duration is specified in the product installation
instructions in respect of that product and/or its specific warranty terms, or specified
components thereof.
7.2 The warranty in clause 7.1 is given by the Company subject to the following
conditions:
7.2.1 the Company shall be under no liability in respect of any defect in the Goods arising
from any information drawing design or specification supplied by the Buyer.
7.2.2 the Company 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 Company’s instructions (whether oral or in writing) misuse or alteration or repair of
the Goods without the Company’s approval
7.2.3 the Company shall not be liable for any consequential damage(s) occurred to the
Buyer, or the Buyer’s customer’s property, caused by failure of theCompany’s Goods. Any
such costs incurred shall be claimed by the Buyer or the Buyer’s customer’s insurance
party.
7.2.4 the above warranty does not extend to parts materials equipment not
manufactured by the Company in respect of which the Buyer shall only be entitled to the
benefit of any such warranty or guarantee as is given by the manufacturer to the
Company.
7.3 The Buyer shall not make any statement or representation or give any warranty to
any third party in respect of any Goods other than in the terms made or given by the
Company to the Buyer in these Conditions nor shall the Buyer have any authority to
commit the Company to provide any service in relation to the Goods. The Buyer shall
indemnify the Company against all losses, damages, costs, claims, demands, liabilities and
expenses incurred or suffered by the Company in respect of or arising out of any such
statement, representation or warranty made or given by the Buyer in contravention of
this clause.
7.4 The Company’s liability to the Buyer for -
7.4.1 death or injury resulting from its own or that of its employees’ agents’ or
subcontractors’ negligence; and
7.4.2 damage suffered by the Buyer as a result of any breach of the obligations implied by
Section 12 of The Sale of Goods Act 1979 shall not be limited
7.5 Subject as expressly provided in these Conditions all other warranties conditions or
terms whether implied by statute or common law or otherwise are hereby excluded
7.6 If the Company fails to deliver the Goods for any reason other than any cause beyond
the Company’s reasonable control or the Buyer’s fault then the Company shall only be
liable to the Buyer for and the Company’s liability shall be limited to the excess (if any) of
the cost to the Buyer (in the cheapest available market) of similar goods to replace those
not delivered over the Price of the Goods
7.7 The Buyer shall examine all Goods delivered forthwith following delivery. Any claim
by the Buyer which is based on any defect in the quality or condition of the Goods or
their failure to correspond with specification shall (whether or not delivery is refused by
the Buyer) be notified to the Company within 7 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 defect or failure If delivery is not refused and the Buyer does
not notify the Company accordingly the Buyer shall not be entitled to reject the Goods
and the Company shall have no liability for such defect or failure and the Buyer shall be
bound to pay the Price as if the Goods had been delivered in accordance with the
Contract In no event shall the Buyer be entitled to reject the Goods on the basis of any
defect or failure which is so slight that it would be unreasonable for the Buyer to reject
them
7.8 The Company shall be entitled to examine any Goods which are the subject of any
claim by the Buyer and to remove such Goods or any part thereof for testing. No tests
carried out by the Buyer will be recognised by the Company unless carried out strictly in
accordance with a method previously agreed by the Company as being suitable for the
purpose.
7.9 Where any valid claim in respect of any of the Goods which is based on any defect in
the quality or condition of the Goods or their failure to meet specification is notified to
the Company in accordance with these Conditions the Company shall be entitled to
repair or replace the Goods (or the part in question) free of charge or at the Company’s
sole discretion refund to the Buyer the Price (or a proportionate part of the Price) but the
Company shall have no further liability to the Buyer.
7.10 Where failed Goods are returned to the Company and subsequently found to have
no fault found or failed due to reason(s) outside these terms and conditions, the
Company reserves the right to claim any subsequent costs entailed, from the Buyer.
7.11 Without prejudice to the provisions of clauses 7.5, 7.6, 7.7, 7.9 and 7.10 the entire
liability of the Buyer under or in connection with the Contract shall not exceed the Price
of the Goods.
7.12 The Company 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
Company’s obligations in relation to the Goods if the delay or failure was due to any
cause beyond the Company’s reasonable control Without limiting the foregoing, the
following shall be regarded as causes beyond the Company’s reasonable control:
7.12.1 act of god, explosion, flood, tempest, or inclement weather, fire or accident;
7.12.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.12.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the
part of any Governmental, Parliamentary or Local Authority;
7.12.4 imports or exports, regulations or embargos;
7.12.5 strikes, lockouts or other industrial action or trade disputes (whether employees of
the Company or of a third party);
7.12.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.12.7 power failure, failure of tele-communications lines, failure or breakdown of plant,
machinery or vehicles;
7.12.8 theft or malicious damage;
7.12.9 defaults for any reason whatsoever of suppliers or sub-contractors of the
Company;
7.12.10 incompleteness or inaccuracy of any technical information which it is the
responsibility of the Buyer to provide
8. INSOLVENCY OF THE BUYER
8.1 This clause applies if:
8.1.1 the Buyer makes any composition or voluntary arrangement with itscreditors (being
an individual or firm) becomes bankrupt or (being a company) becomes subject to an
administration order or seeks an out of court route into administration or goes into
liquidation (otherwise than for the purposes ofamalgamation or reconstruction) or a
moratorium comes into force in respect of the Buyer (within the meaning of the
Insolvency Act 1986); or
8.1.2 an encumbrancer takes possession or a receiver or manager or administrative
receiver or administrator is appointed of any of the property or assets of the buyer; or
8.1.3 the Buyer ceases or threatens to cease to carry on business or
8.1.4 the Company reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer accordingly
8.2 If this clause applies then without prejudice to any other right or remedy available to
the Company the Company shall be entitled to stop any Goods in transit, cancel the
Contract or suspend any further deliveries under the Contract without any liability to the
Buyer and if the Goods have been delivered but not paid for the Price shall become
immediately due and payable notwithstanding any previous agreement or arrangement
to the contrary
9. HEALTH AND SAFETY INFORMATION
The Buyer agrees and undertakes with the Company to ensure that the provisions of all
instruction manuals including health and safety instructions and any other information or
document relating to the use of the Goods provided by the Company with the Goods are
fully implemented so as to ensure so far as is reasonably practicable that the Goods will
be safe and without risk to health at all times, when it is being installed, used, cleaned or
maintained by a person at work and that all such manuals instructions or documents
remain with the Goods.
10. GENERAL
10.1 The Contract is personal to the Buyer which may not assign or dispose of any of its
rights or obligations or otherwise delegate any of its obligations under the Contract
without the written consent of the Company.
10.2 The Company shall be entitled to assign its rights and obligations under the Contract
and to sub-contract or otherwise delegate any of its obligations under the Contract.
10.3 Any notice required or permitted to be given by either party to the other under
these Conditions shall be in writing including a facsimile addressed to that other party at
is registered office or principal place of business or such other address as may at the
relevant time have been notified pursuant to this provision to the party giving the notice
and shall be deemed to have been received by the party to whom it was addressed, if
sent by facsimile upon its transmission if during a normal business day and otherwise on
the next business day and if sent by post, 72 hours after posting.
10.4 No waiver by the Company 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 10.5
If any provision of these Conditions is held by a Court or other 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
10.6 The Contract and these Conditions shall be governed by the laws of England
10.7 The parties hereby submit to the non-exclusive jurisdiction of the English courts
10.8 The Buyer shall indemnify the Company for all costs and damages, including
attorneys’ fees, suffered by the Company as a result of the Buyers actual or threatened
breach of these terms and conditions.
11. INFORMATION
The Company will provide the Buyer on request with information as to the proper and
safe use of the Goods and the Buyer shall at all times obey and comply with the
Company’s instructions or other information relating to the use of the Goods
Specific product warranty terms are available on request.
Terms & Conditions may change without prior notice being given, for up to
date Terms please visit
www.rmcylinders.com/terms
.
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