Atag iSteel 120, Руководство по установке

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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 ATAG Heating Technology UK Ltd.
“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 re-quoting; 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 instalment 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 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 instalments each delivery shall
constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim
by the Buyer in respect of any one or more instalments 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 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 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 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 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 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 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.atagheating.co.uk.