Terms and Conditions
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The information contained within this website is provided by Pearwalk Engineering Ltd. and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products and services contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will Pearwalk Engineering Ltd. be liable for any loss or damage including without limitation, indirect or consequential loss or damage, arising from loss of data or profits arising out of, or in connection with, the use of, or reliance on, this website.
Every effort is made to keep the website up and running smoothly. However, Pearwalk Engineering Ltd. takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
If verification is required in relation to any information contained within this website, please contact Pearwalk Engineering Limited, Calico Lane, Furness Vale, High Peak, SK23 7SW England.
Conditions of Sale
1) In these Conditions (unless the context otherwise requires) 'the Company' means
Pearwalk Properties Limited 'the Customer' means the person, firm or company to whom a Quotation or tender is addressed or whose order is accepted by the Company. 'The Goods'
means all goods and 'The Work' means the work the subject of such quotation or order.
2) The Company gives all quotations and tenders, accepts all orders and undertakes all Contracts on these Conditions of Sale which supersede any other items appearing in the Company's catalogue or other documentation or deriving from any course of dealing established between the Company and the Customer. In the event of conflict these Conditions of Sale shall prevail. Acceptance of any quotation or tender and the placing of any order with the Company includes acceptance of these conditions. Any terms proposed or stipulated by the Customer are only binding in so far as they are not at variance with these Conditions and have been accepted in writing by the Company and otherwise shall be overridden and excluded by these Conditions.
3) All prices quoted by the Company are based on these Conditions and reflect the limitation of the Company's liability which they contain. If a Customer wishes to contract otherwise than on the terms of these Conditions the Company will quote a revised price for the contract.
4) No agent or representative of the Company has authority to give any guarantee of warranty on behalf of the Company or to transact business other than on the unamended terms of these Conditions No modification of these Conditions shall be effective unless made in writing and signed on the Company's behalf by a Director or Secretary.
5) The Customer acknowledges that there are no representations outside these terms which have induced him to enter into the contract (which expression shall include any Contract of which these Conditions form part) and these Conditions and the terms on the face hereof shall constitute the entire understanding between the Company and the Customer for the sale of the goods.
6) Except as varied by these Conditions, the Commercial terms in the contract shall be defined in accordance with Incoterms 1953.
7)The singular in all cases shall imply the plural and vice versa.
8) Any reference herein to a statutory provision shall include such provision as from time to time modified or re-enacted and shall include also any past statutory provisions (as from time to time modified or re-enacted) which such provisions has directly or indirectly replaced and shall include any orders regulations instruments or othersubordinate legislation made under the relevant statute.
Limits of Contract
1) Where an order is placed with the Company, no contract is created until the Company has issued an acceptance of the order duly signed on behalf of the Company. Any tender by the Company includes only such goods and work as are specified therein or shown on any accompanying estimating drawings. All prior correspondence, writings, telexes, telegrams and oral communications are to be regarded as superseded and not forming part of the Contract. Prices quoted are subject to revision for errors and omissions at any time.
2) Quotations and tenders are subject to withdrawal at any lime before receipt of an unqualified order from the Customer and shall be deemed to be withdrawn unless so accepted within 30 days of their date.
In any case where drawings, plans or other information in the possession or under the control of the Customer are necessary to enable the Company to perform a contract or have been agreed to be supplied to the Company for the purpose of such performance the Company:- (a) reserves the right to increase the contract price by notice to the Customer at any time prior to their supply; and (b) Will not be liable for any delay in the performance of the contract arising from The Customer's delay in or failure to supply the same.
1) All drawings, descriptive matter, weights, dimensions, power consumptions, the descriptions and illustrations contained in the Company's catalogues, price lists or advertisements, are intended merely to give a general idea of the goods described therein and shall not form part of the contract.
2) Unless supplied or approved by the Company the Company undertakes no responsibility for sites or foundations, or for any framework or support for machinery, or for compliance with any local bye-laws or statutory regulations or for the fulfilment of any special requirements which the Customer may be bound to observe or fulfil.
Health & Safety
1) Where the goods are supplied to the Customer's specification or design the Customer shall be responsible for ensuring that so far as is reasonably practicable the goods are so designed as to be safe and without risk to health when properly used. That such testing and examination is carried out as may be necessary for ensuring that the goods are so designed and that adequate information will be available in connection with the use of the goods at work and about the use of which they are designed and have been tested and about any conditions necessary to ensure that when put to that use, the goods will be safe and without risk to health and the Customer shall indemnify the Company against any claims which may be made against the Company whether under the Health and Safety at Work Act 1974 or the regulations made thereunder or otherwise arising out of any failure on the part of the Customer to carry out the foregoing responsibilities of the Customer and for all costs and expenses incurred by the Company in dealing with any such claims and rectifying any defects in the goods.
2) The Customer shall not remove or permit the removal of any plaque or other label affixed to the goods referring any user thereof to the Company's instructions and/or recommendations for use of the goods.
1) Unless a quotation or tender has been submitted, the price of the goods shall be the price ruling at the date of despatch notwithstanding any price specified in any order or order acceptance.
2) The price of the goods shall be subject to the addition of Value Added Tax and other taxes.
3) A quotation or lender is based (unless otherwise indicated) on the cost of materials, packing, transport, freight insurance, labour charges lodging allowances, import and export duties and overhead expenses rate of exchange between sterling and other currencies ruling at the date thereof and all other costs and conditions beyond the control of the Company.ÃÂÃÂÃÂÃÂ If any increase in the cost or rate of these items takes place at any time after such date and prior to the date of delivery or completion of the contract, then the company reserves the right to adjust the price consequent on any alternation occurring during the period between the date of the quotation or tender and the date of completion of the contract.
4) If extra expense or any increase in costs or overheads are incurred by the Company as a result of the customers instructions or lack of instructions or the failure of the customer to supply drawings, plans, specifications or any other information whatsoever to enable the Company to proceed with the contract the company shall be entitled to increase the contract price by giving notice in writing of the amount of such increases to the customer.
Variations to Specification
The company reserves the right to substitute other components or materials of equivalent strength and quality when the components or materials specified are not readily available.ÃÂÃÂÃÂÃÂ Any other variations shall be agreed between the customer and the company from time to time as may be necessary.
Delay in Delivery or Completion
Any time or date for the despatch or delivery of the goods or for the completion of work whether specified in the Company's quotation or tender or otherwise given by the Company shall be taken as an estimate made by the Company in good faith but shall not be binding on the company either as a term of the contract or otherwise.ÃÂÃÂÃÂÃÂ Unless the company shall otherwise expressly have agreed in writing the Company will not be liable for any loss or damage sustained by the Customer in consequence of failure to deliver or complete within such time or by such date or in consequence of any other delay in delivery or completion however caused.
Delivery and Passing of Risk
1) Unless otherwise agreed in writing, delivery of all goods shall be given and taken in the case of sales within the United Kingdom at the company's works and in the case of export sales at the United Kingdom port of shipment specified by the company.ÃÂÃÂÃÂÃÂ Except in the case of export sales where the terms of the quotation or tender express or imply otherwise and subject to the provisions of paragraph 3) below the goods shall beat the customer's risk on delivery provided nevertheless that where a quotation or tender provides for or where the Customer requests or stipulates delivery elsewhere than at the company's works or storage area from the time of despatch thereof from the company's premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause arising shall be borne by the Customer.
2) The Company shall have the right to despatch any portion of the goods sold or agreed to be sold separately and so despatched shall, for the purpose of payment be deemed to be a separate contract and may be invoiced separately.
3) The Company reserves the right to put the goods, or any portion thereof, into storage at the Customer's risk and expense where the Customer is unable to accept delivery or (where relevant) is not ready for installation or fails to give delivery instructions or fails to collect the goods in an ex-Works contract or in any other comparable circumstances.
4) Packing cases not returned to the works of the Company carriage paid within two months of delivery of the goods will be charged to the Customer.
Loss or Damage in TransitÃÂÃÂÃÂÃÂ
1) The Company shall not in any event be liable for any loss or damage to the goods whilst in transit unless written notice thereof is given by the Customer to the Company (a) m the case of loss from or damage to goods delivered to the Customer within 2 days of the date of delivery and (b) in the case of goods not delivered within 2 days of the date upon which the Customer is notified that the goods have been consigned for delivery. Provided that if the Customer proves (i) that it was not reasonably possible for him to give such notice to the Company within the appropriate period and (ii) that was given within a reasonable time the Company shall not be entitled to rely on the time limits stipulated by this Condition.
2) The Company shall not in any event be liable for any loss or damage to the goods where the goods are transported by an outside freight carrier unless the Customer has complied in all respects with the freight carrier's conditions of carriage for notifying claims for loss or damage in transit. Any liability which the Company may incur for loss of or damage to the goods whilst in transit shall in no case exceed the invoice value of the goods and in no circumstances shall the Company be liable for any indirect or consequential loss howsoever caused.
Where the goods are to be sent by a route involving transit by water, the Company shall not be required to give any notice to the Customer to enable the Customer to insure the goods during such transit.
Capacity and Performance
Unless otherwise arranged the Customer has responsibility for ensuring that the capacity and performance of the goods as specified in the tender or order are sufficient and suitable for his purpose.
Installation of Machinery
1) If the Company undertakes the installation or erection of the goods the Customer shall at his own expense (a) provide access to clear and prepare the site (including proper foundations) and provide on the site adequate electricity and such other services and facilities as will enable the Company to carry out the work expeditiously and without interruption, (b) provide connection for electrical and other services to the goods and labour for the installation thereof, and (c) provide such assistance, labour, lifting tackle and appliances as they be requested in connection with the installation of the goods.
2) The Customer will indemnify the Company against all claims and costs arising from or in connection with the installation of the goods use of such assistance, labour, lifting tackle and appliances provided by the Customer.
3) At the Customers request the Company will provide and engineer to supervise the installation of the goods and his services will be charged at the Company's regular scale of charges, plus travelling, living andother expenses.
4) If in the course of installation or erection the Company shall determine that a minor alteration, omission or variation in the work or materials is desirable or necessary to secure more efficient or economical performance of the goods the Company shall give written notice of such alterations, omissions or variations to the Customer and the Customer shall pay to the Company in addition to the contract price the fair and reasonable cost of such alterations, omissions or variation.
5) If the installation or erection of the goods is prevented or impeded or delayed by any act or omission of the Customer, the Customer shall pay to the Company in addition to the contract price all reasonable costs and expenses incurred.
Without prejudice to the rights of the Customer under Condition 20, unless within 30 days of:
(i)ÃÂÃÂÃÂÃÂ the date of receipt of the goods or any part thereof in any consignment by the Customer; or (ii) (in the case where the Company shall be responsible for installation or erection) the date of delivery of the Company's notice that the installation or erection is complete, (whichever is the later) the Customer shall have given written notice to the Company that the goods or any part thereof or any work carried out by the Company in connection therewith does not satisfy the Company's obligations in respect Thereof. The Customer shall be deemed to have accepted the same as being in conformity with the contract.
Whilst the Company believes that the guards provided by it satisfy the current practice of the Factory Inspectorate the Customer must satisfy himself that they comply with local requirements and any additional work involved will be an addition to the price.
1) Subject to any terms of payment stated in the quotation or tender or otherwise agreed in writing, all accounts shall be paid net at the Company's Registered office within 30 days from the date of invoice Cheques and money orders shall be made payable to or to the order of the Company. Only the Company's official receipt will be treated as valid.
2) Unless otherwise agreed in writing for export sales payment shall be made in cash in sterling in exchange for shipping documents through an irrevocable letter of credit issued in the name of the Company payable in London, and confirmed by United Kingdom bank, or alternatively payment shall be made by means of a confirmed bankers credit payable in London the credit being confirmed by a United Kingdom bank.
3) For export sales when payment is to be made in a currency other than Sterling the purchase price shall be varied in accordance with any variations of the rate of exchange of such currency at the date of payment in order
to give the equivalent value of the quotation or tender in sterling such value in sterling being computed from the exchange rate in force at the date of the quotation or tender Subject thereto the provisions of paragraph 2) above shall apply
4) The Company shall be entitled to charge interest on all overdue accounts at the rate of 2% per annum above Barclays Bank PLC base rate for the time being.
Passing of Property
1) The full legal ownership in the goods shall not pass from the Company: until the customer shall have paid to the Company all sums due to the company under the contract relating to the goods together with all other sums due from the Customer to the Company on any account.
2) Until such payment is made the customer shall hold either goods the property in which is vested in the company by virtue of this Condition on a fiduciary basis only and as bailee only for the Company and the customer shall store the goods at no cost to the company so that they are clearly identified as the property of the company.
3) The customer shall not while any monies are owed by the customer under the relevant contract:- a) Pledge the goods or documents of title thereto or allow any lien to arise theron b)save as permitted by paragraph 5) below deal with or dispose of the goods or documents of title thereto or any interest therein.
4) If before the customer shall have paid to the company all sums due to the Company under the contract relating to the goods the Customer shall commit any breach of these Conditions shall have a receiver appointed or shall pass a resolution of winding up (other than for the purposes of amalgamation or reconstruction) or a Court shall make an order to that effect or shall be adjudged insolvent or bankrupt or be unable to pay his creditors or if any payment is overdue under the said contract the company may (without prejudice to any of its other rights and remedies) recover and resell the goods any may enter upon any land or building upon which the goods are situated for that purpose.
5) The customer has the right to sell for the account of the company any goods the said property in which is vested in the Company by virtue if this Condition.ÃÂÃÂÃÂÃÂ As between the customer and any sub-purchaser the Customer will sell as principle but as between the Customer and the company the customer will sell the Company's goods as agent for the Company. The Customer shall be under a fiduciary duly to retain a separate account and hold in trust for and to pay the Company the proceeds of such sale under the extent that any monies are owed by the Customer to the company under the relevant contract, but the trust declared by this Clause shall be void if and to the extent that a trust in like terms arises by operation of Law in favour of the companyƾ
6) The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. The Company may sue for the whole of the price at any time after it has become payable.
2) Payments shall be applied to invoices in the order in which they are issued and to goods in the order in which they are listed in invoices.
Suspension or Cancellation of Deliveries
1) If the Customer shall commit a breach of any of these conditions or fail to pay to the Company on the due date any sum payable thereunder or any arrangement with his creditors, or being a body corporate shall have a receiver appointed or if any order shall be made or any resolution passed for winding up the same, the Company may, without prejudice to its other rights demand immediate payment by theÃÂÃÂÃÂÃÂ Customer of all unpaid accounts and suspend further deliveries and cancel this and any contract between the Company and the Customer without any liability attaching to the Company in respect of such suspension or cancellation and debit the Customer with any loss sustained thereby.
2) If the Customer cancels his order the Company shall be entitled to recover any loss sustained thereby from him.
1) Any performance figures are based upon the Company's experience and are such as the Company expects will be obtained, but they are estimates only are not guaranteed. The Company shall be under no liability for failure to achieve such figures unless there is in writing in the contract a guarantee of performance expressly stating that the Company guarantees certain performance figures.
Company's Liability for Defects
1) The Company will make good by repair or, at the Company's option, by the supply of a replacement defects in the goods or any part thereof which under proper use appear in such part or parts as are of the Company's manufacture and arise solely from faulty design, materials or workmanship. Provided always that the Company shall be under no liability under this condition if (a) the Company has not been notified of the defect within six months of the date of delivery of the goods or (if it not reasonably practicable for the Customer to give such notice) within one month of the defect becoming apparent whichever shall be the longer but in any event not later than 12 months of the date of delivery of the goods (b) the Customer has not paid for the goods in full (c) the goods have not been used or maintained reasonably or properly by skilled operators and with materials approved by the Company (d) the goods have been used otherwise than in single shift working or (e) the Customer has executed or attempted to execute repairs or alterations to the goods or their installation or (f) the defective parts have not been despatched within 14 days to the Company at the expense of the Customer or (g) the goods were sold as second hand or reconditioned or (h) the Company is not given reasonable facilities for investigation.
2) The repaired or replacement parts will be returned carriage paid subject to the Customer paying any customs dues or import charges in connection therewith. The Customer shall bear any costs of dismantling or reassembly.
3) In the case of goods not of the Company's manufacture the Customer is entitled only to the benefit of any guarantee or warranty given to the Company in respect thereof and the Company's liability shall not exceed the amount recovered by the Company from the manufacturer concerned.
Exclusion of Liability
1) The Company's liability under Condition 20 is offered by the Company and accepted by the Customer in substitution for all express or implied representations conditions and warranties statutory or otherwise as to (a) the state quality fitness for purpose or performance of the goods and b} the standard of the Company's workmanship and the state quality fitness or performance of any materials used in connection therewith and all such representations conditions and warranties are hereto expressly excluded.
2) Except for any liability which it may incur for death or personal injury resulting from negligence the Company shall not be liable in any manner whatsoever whether in contract, in tort, in misrepresentation or otherwise for any consequential or other loss damage or injury however caused which may arise out of or in connection with the supply of goods to or the execution of any work for the Customer.
3) Unless tested by the Company or agreed in writing by the Company it does not warrant that the goods are suitable for use in the handling or processing of any specific clay sand or other materials used or any specific grades weights types or quantities thereof.
4) Without prejudice to the operation and effect of any part of these conditions where the Company makes delivery of any goods which are defective or otherwise not in accordance with the contract the liability of the Company to the Customer in damages shall be limited to and shall not in any circumstances exceed a sum equal to the price of the defective goods.
1) In addition to any other right of lien given by law, the Company shall have a general lien in respect of all sums due from or claims against the Customer on all goods to be supplied to such Customer or upon which work has been or is to be done on the Customers behalf.
2) Without prejudice to any of its other legal rights the Company may at the expiration of 14 days written notice to the Customer sell any goods of the Customer upon which the Company has any lien and where the property in such goods is at the time of such sale in the Customer shall be deemed to be his agent for the purpose of effecting such sales. The Company may apply the proceeds of such sale towards the satisfaction of sums due or claims against the Customer without prejudice tot he Company's right to recover the balance thereof from the Customer.
Patents and Display
The Customer warrants that any design, drawing plan or instruction furnished or given to the Company shall not be such as to cause the Company to infringe and letters, patents registered designs trade marks copyright or other intellectual property rights in the execution of the Customer's order The Customer shall indemnity the Company against all costs, claims actions proceeding and demands made or brought against or incurred by theÃÂÃÂÃÂÃÂ Company and against any loss suffered by the Company in connection with any suchÃÂÃÂÃÂÃÂ infringement so caused.
If the performance of the contract by the Company shall be delayed by and circumstances, conditions beyond the control of the Company including (but without prejudice to the generality of the foregoing; war, industrial disputes strikes lockouts, riots, fire,ÃÂÃÂÃÂÃÂ storm. Act of God, accidents, non-availability or shortage of materials, any statute, rule, byelaw, order or requisition made or issued by any legislature. Government Department, local or other duly constituted authority, then the Company shall have the right at its option (a) to suspend further performances of the contract until such tune as the cause of the delay shall no longer be present or (b) to be discharged from further performance of and liability under the contract and if the Company exercises such night the Customer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the Company.
If any condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof were deleted the said condition shall apply with such modifications as may be necessary to make it valid and effective.
All quotations tenders order and contract founded thereon shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.