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Terms and Conditions

DANFOSS RANDALL LIMITED
TERMS AND CONDITIONS OF SALE

1. Definitions
"The Company" shall mean Danfoss Randall Ltd.  
The Customer" shall mean the purchaser of any products or services from Danfoss Randall Ltd.  
"Goods" shall mean any products or services supplied by the Company.
 
2. General
2.1 All other Terms and Conditions submitted or referred to by the Customer orally or upon any documentation are expressly excluded unless specifically accepted in writing by a Director of the Company.
 
2.2 These Terms and Conditions shall supersede all prior representations, agreements and undertakings.
 
2.3 The giving of any delivery instructions or acceptance of or payment for goods or any confirmation written or verbal by the Customer shall be deemed to be an unqualified acceptance of these Terms and Conditions.
 
2.4 Any quotation or estimate given by the Company is an invitation to the Customer to make an offer only and no order of the Customer placed with the Company in the pursuance of a quotation or estimate or otherwise shall be binding on the Company unless and until it is accepted by the Company in writing.
 
2.5 The Company's employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Company in writing.  In entering into the contract, the Customer acknowledges that it does not rely and waives any claim for breach of any such representations which are not so confirmed.
 
2.6 Any advice or recommendation given by the Company or its employees or agents to the Customer 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 Customer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
 
2.7 Any typographical, clerical or 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.
 
2.8 The Company reserves the right to withdraw or make alterations to its products without notice including products already on order.
 
2.9 The Company has drawn up these Terms and Conditions of sale in the light of the Unfair Contract Act 1977 as amended, and considers them to be fair and reasonable. Its prices and insurance arrangements are based upon contracts made on these Conditions. If the Customer considers these Terms to be unreasonable, he must inform the company in writing before any contract is made, otherwise he will be deemed to have accepted that the Company's Terms and Conditions are fair and reasonable.
 
3. Prices
3.1 Unless otherwise agreed in writing, the price to be charged will be at the Merchant Price prevailing at the time of despatch less any rate of discount which the customer is offered.  The Company will be entitled to alter the Merchant Price List on giving notice to the Customer and will normally attempt to give one months notice of such alterations.
 
3.2 Prices of goods are stated exclusive of Value Added Tax, which will be charged in addition at the rate applicable at the appropriate tax point.
 
4. Risk and Delivery
4.1 The risk in respect of all goods shall pass to the Customer at the time of delivery and notwithstanding such delivery, the property in and title to the goods shall not pass to the Customer except as provided in Condition 5.  Except in the case of goods collected by the Customer, delivery of the goods to the Customer will be made at the place agreed between the two parties.  If the Customer collects goods, delivery shall take plate at the Company's works immediately prior to loading on to the Customer's transport.  4.2 Unless otherwise agreed in writing, all goods will be delivered free of charge within the British Isles by the method of transport selected by the Company.  4.3 Small orders for goods will be subject to a transport and handling surcharge.  The scale of such charges will be:
 
Orders up toTransport and Handling Charge
(i)Delivery within Great Britain£100£10
(ii)Delivery to Northern Ireland & Eire£100£15
 
4.4 All goods repaired or replaced under warranty will be delivered free within Great Britain. The Customer is liable for transport and other charges in delivering all goods outside Great Britain. All chargeable repairs will be subject to a transport and handling charge based on current costs to the Company.
 
4.5 The Company will endeavour to meet the Customer's requirements for delivery dates and to indicate when goods are expected to be available for despatch.  The Company will not however be responsible for any losses arising from delays in despatch or delivery.
 
4.6 The Company shall be entitled to make delivery of the goods by instalments and to invoice the Customer for each instalment despatched.
 
4.7 Claims for incorrect delivery, shortages, damage to goods in transit or other discrepancies must be notified in writing to the Company and the carrier within 7 days of delivery otherwise such claims may not be considered and the Customer shall be liable for the invoice value.  The Company will consider claims for non-delivery provided these are notified to the Company in writing within 14 days of the date of despatch shown on the invoice.
 
4.8 Time shall be deemed to be of the essence of the contract in regard to matters mentioned in sub-paragraph 4.7.
 
4.9 The Company will not be liable for any loss or damage to goods returned to the Company for repair or credit except where it has accepted liability to repair or replace such goods under warranty and the Customer sends a separate advice to the Company at the date of despatch and was not negligent in the packing, addressing or choice of transport for the goods returned.
 
5. Title
5.1 Title to and property in the goods supplied shall remain with the Company until the Customer pays for them in full and the Customer shall have possession of them until payment in full as a bailee only.
 
5.2 Until the property therein shall have passed from the Company under these Terms the Customer shall be liable to the Company for any loss or damage thereto however caused and shall insure the goods in the Company's sole name to their full market value.
 
5.3 The Customer shall ensure that at all times after they have been delivered to him or his agent, the goods shall be stored and identified in such a way as to show they are the property of the Company.
 
5.4 The Customer may not charge or encumber in any way the goods, or dispose of them other than as resulting from the normal course of business.
 
5.5 If the Company's goods shall become incorporated in or combined or adapted with other goods, legal ownership of those goods shall be vested in the Company until such time as payment in full of the contract price due to the Company is received and the Customer shall be a bailee of the goods for the Company.
 
5.6 In the event of any resale by the Customer to a third party of the Company's goods, the beneficial entitlement shall attach to any claim against the Customer's customer and to any proceeds of that sale and the Customer shall have a fiduciary duty to account to the Company for the claim and proceeds. 
 
April 92
5.7 The Customer grants an irrevocable licence to the Company so that it may at any time without prior notice to the Customer repossess and resell their goods if any sum owed by the Customer to the Company under this or any such other contract is not paid on the due date for payment. For the purpose of exercising its rights under this sub-paragraph, the Company, it employees or agents together with all vehicles and plant considered by the Company to be necessary shall be entitled to free and unrestricted entry upon the Customer's premises and/or other locations where any of the goods are situated.
 
5.8 For the purpose of these conditions and in the absence of evidence to the contrary goods supplied at any time by the Company to the Customer shall be deemed to have been resold used or applied in the order in which they were supplied.
 
6. Cancellation and Postponement of Orders
6.1 Deliveries in respect of orders for goods which are due for delivery within 2 months may only be         postponed with the approval of the Company.  Postponements beyond 2 months of the original due date of delivery shall be regarded as a cancellation.
 
6.2 The Customer shall be entitled to cancel an order without penalty if the due date of delivery is more than 2 months after the notice of cancellation or if the Company has increased the price of the goods. In which case the Customer must notify the Company of cancellation within 14 days of the date on which the Company issued notification of the price increase.
 
6.3 If the Customer cancels an order in circumstances where the Company is entitled to charge a penalty, the Company will endeavour to find an alternative purchaser but will be entitled to charge the Customer for any losses suffered as a result of the cancellation. There shall be no requirement to prove such losses provided they do not exceed 25% of the value of any orders cancelled.
 
6.4 Time shall be deemed to be of the essence of the contract in regard to matters mentioned in sub-         paragraphs 6.1 and 6.2 above.
 
7. Goods returned for Credit
The Company does not accept the return of goods for credit unless the Customer has prior written permission for a Director of the Company. Only new products with undamaged cartons and suitable for resale will be accepted for credit. Goods which are accepted back will be credited at the price paid by the Customer less such amount as the Company deems necessary to cover costs of handling and restocking.
 
8. Goods Returned for Repair
8.1 The Company shall submit a quotation for repairing a product returned by the Customer and if instructions are not received within 1 month of the date of such quotation it shall be deemed to have been rejected and the Company shall then dispose of the goods without incurring any liability to the Customer or any third party.
 
8.2 The Company shall notify the Customer if the goods returned are considered unrepairable. The Company shall then be free to dispose of the goods after 1 month of the date of such notification Unless the Customer requests their return.  In which case the Customer shall pay the cost of returning the goods to him.
 
8.3 Time shall be deemed to be of the essence of the contract in regard to matters mentioned in sub-paragraphs 8.1 and 8.2 above.
 
9.Payment
9.1 Payment for goods supplied shall be made not later than 30 days after the end of the month of          delivery.
 
9.2 Where goods are delivered by instalments, the customer shall be obliged to pay for each invoiced         instalment upon the terms set out in this condition.
 
9.3 The time stipulated for payment shall be of the essence of the contract and failure to pay within the specified period shall entitle the Company to suspend further performance by the Company pending payment and/or wholly or partially to cancel the contract or any other contract between the Company and the Customer without prejudice to any other remedy available to the Company.
 
9.4 Unless otherwise agreed in writing the Customer shall not be entitled to set off against any monies due to the Company under the contract, any amount claimed by or due to the Customer from the Company whether pursuant to the contract or any other account whatsoever.
 
9.5 The Company may charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above Midland Bank 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).
 
10. Misrepresentation Act 1967
Information and technical data contained in catalogues and technical publications is for guidance only.  The Customer shall be solely responsible for satisfying itself that the goods are suitable for the particular purpose for which they are required. The Company gives no warranty that the goods will be suitable or fit for the specific purpose for which they are required and all implied conditions and warranties to this effect are excluded.
 
11. Warranty
11.1 The Customer is given a warranty of 24 months from the date of manufacture. 
 
11.2 The warranty covers faulty and defective materials. The warranty shall cease to be valid if the goods are repaired or altered without the consent of the Company, applied for a purpose for which it was not designed, or installed or applied in a manner which is not in accordance with the instructions given by the Company.
 
11.3 The Customer is liable for all costs incurred in returning defective goods to the Company or repair under warranty. If the Customer requests and the Company agrees to repair such defective goods at a place other than the Company's premises, then the Customer will pay for the necessary travelling time of the Company's employees plus their travelling expenses.
 
11.4 The Company will, at its own discretion, repair or replace goods returned within the warranty period and which, on examination by the Company are found to be defective. The Company will not be liable for erecting, dismantling, reinstallation, freight or any other costs incurred in returning defective products under warranty.
 
11.5 When a Customer returns goods for repair under warranty, he shall enclose with such product a description of the defect and will also send to the Company within 48 hours of despatch, a separate advice note providing details of the goods being returned and the date and method of despatch. Returned goods shall be free of extraneous equipment and any openings shall be effectively Sealed against the ingress of foreign matter.
 
12. Secondary Damage
The Company shall not be held responsible for damage to persons or property, consequential loss including loss of product, loss of profit, loss of goods in store or the like which might arise by defects or delays in delivery of goods sold irrespective of the cause including faulty manufacture.
 
13. Severance
If at any time one or more of these Conditions (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby.
 
14. Law
These Terms and Conditions are subject solely to English Law and any dispute shall be referred to an   Arbitrator appointed by agreement or, in absence of agreement, in accordance with the provisions of  the Arbitration Acts of 1950 and 1979.