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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 UK 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 and performance 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 the Company, 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 other industrial 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 expens-
es 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 in-
structions at the time stated for delivery (otherwise than by reason any cause beyond the Buyer’s reasonable control or by rea-
son 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 in accordance 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 incidents associated with a fiduciary relationship shall apply.
6.4 the Buyer’s right to possess the goods shall cease forthwith upon the happening 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 compro-
mise 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. WARRANTIESANDLIABILITY-FORPROUCTSINSTALLEDINTHEUK 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 the Company’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 ac-
cordance 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-communica-
tions 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 its creditors (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 of amalgamation 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 un-
der 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 includ-
ing 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-ex-
clusive 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.ukcylinders.co.uk
