Saws Direct Limited - Terms and Conditions

1. DEFINITIONS:
   “The Company” means SAWS DIRECT LIMITED.
   “The Goods “ mean any item of whatever nature, which is sold from time to time by the company.
   “Services” means work of whatever nature which is undertaken from time to time by the company.
   “Customer” shall mean any person entering into a Contract with the company for the supply of goods.
2. GENERAL:
   1. These conditions govern any Contract with the Customer to the exclusion of all other express or implied conditions contained or referred to in any purchase order of other document prepared by or on behalf of the customer.
   2. These conditions may be varied only in writing signed by a Director or Secretary of the Company on Company headed notepaper and no action on the part of the Company shall be construed as acceptance of any other conditions.
   3. No representation made verbally or in writing by and on behalf on the Company his agents or servants shall be binding upon the Company unless made in writing and signed by a Director or Secretary of the company on the Company’s headed notepaper.
3. DELIVERY:
   1. Where given delivery times are estimates only and cannot be guaranteed. The Company will not be liable to the customer for any loss or damage sustained by the customer as a result of any delay by the Company to comply with delivery dates.
   2. If the customer fails to accept delivery on an agreed date nevertheless payment becomes due immediately. The Company will arrange for the storage of goods at the customers expense and at the customers risk if required by the customer and the Company will insure the goods at the cost of the customer if requested to do so.
   3. Signature of any delivery note by any agent employee or representative of the customer shall be conclusive proof of delivery.
   4. Unless otherwise stated in writing, the company shall be entitled to make partial deliveries or deliveries by instalments and each instalment shall be construed as constituting a separate agreement to which these conditions apply.
   5. Delivery may be extended due to any action, war, strikes, lockouts, breakdowns, delays in transport, accidents, force majeoure, government prohibitional restrictions, labour difficulties, fire or any other cause outside the Company’s reasonable control. The Company shall be under no obligation whatsoever to the customer and shall be entitled at its option to either cancel the contract or extend the time or times for delivery.
   6. The Company is entitled to withhold delivery if the customer is late with his payment for any goods previously delivered or part delivered or if other disputes concerning such deliveries are yet unsettled.
   7. In case where the Company can be held responsible for delay, the customer does not by this fact alone have the right to rescind the contract unless he has given the Company, in writing, a reasonable further period to remedy the situation.
4. LOSS OR DAMAGE IN TRANSIT:
   No liability for damage or loss in transit can be accepted by the Company except for good sold “delivered” when the Company’s responsibility shall be limited to replacing or repairing the missing or damaged goods or, at the Company’s option, refunding the purchase price. The Company will not consider a claim unless notified in writing within 7 days if non-delivery and 10 days for damaged items.
5. RISK:
   1. The goods shall be at the purchasers risk either on physical delivery of the goods to the customers carrier or delivery of the goods to the customers place of business or place on delivery transport.
      The customer shall be responsible for unloading from the transport and movement of goods from delivery.
   2. The Company will charge the customer for the effective cost of transport.
6. QUOTATIONS:
   1. Quotations are not binding on the Company until the Company has made a written acceptance of the customers order.
   2. Prices proposed in a quotation are subject to withdrawal at any time until the Company in writing accepts an order.
7. ALTERATIONS:
   If after the date of Contract for the sale or supply of goods the Company cannot obtain such goods to the original specification, the company shall be entitled to cancel the contract or supply goods to the altered specification and the customer shall accept delivery thereof.
8. PRICES:
   1. Unless otherwise stated, all prices quoted are exclusive of VAT, packaging and carriage. VAT will be charged at the rate ruling at the time of delivery. The Company reserves the right to vary prices to the extent of the cost of carrying out their obligations is increased for whatsoever reason.
   2. Depreciation in the rate of exchange of sterling shall be accounted for only if, between the contract date and the date of delivery this variation is greater than plus 1%.
9. OWNERSHIP IN THE GOODS:
   1. The property in goods shall not pass to the customer until all monies owed by the customer under the contract have been paid in full.
   2. If at anytime before the property in goods passes the customer sells the goods or any part, they shall do so as bailee and will account to the Company as their agent for the proceeds of sale.
   3. The customer will store goods on their premises separately from his own goods or those from any other persons and in a manner that makes them readily identifiable as goods of the Company.
   4. The customer will not permanently affix the goods or any part thereof to his premises except where necessary for carrying out of acceptance tests until payment of all monies owed by the customer to the Company under the contract
   5. Until payment is made in full, the Company reserves the right to repossess goods in the event of the customer committing any breach of its obligations hereunder or going or in the opinion of the Company threatening to go into reconstruction liquidation or intend to enter any arrangement with creditors. In that event, the Company has full authority of the customer to enter the customers premises
      to effect repossession.
   6. Without prejudice to paragraph (c) above, if the customer incorporates the goods into any other goods in any way title to those other goods shall be vested forthwith in the Company and shall remain so vested until such time as payment is made in full.
   7. Not withstanding the foregoing the goods are at the entire risk of the customer from the date of delivery to the customer save that where delivery is made by the customers carrier the risk shall pass to the customer upon the delivery of the goods via the Company to the carrier.
10. PAYMENT:
    1. Unless otherwise agreed in writing payment is due prior to delivery, with cleared funds. No delay from whatever cause in starting up or using the goods and no alleged defects shall entitle the customer to delay payment.
    2. Failure to pay the price or part thereof will entitle the Company without prejudice to any other rights to refuse delivery of any further consignment of the goods or perform any obligations whatsoever under this or any other contract without incurring any liability whatsoever to the customer.
    3. Overdue payments will entitle the Company to interest on the outstanding balance from the date upon which payment should have been made such interest shall be deemed to accrue from day to day and shall be at the equivalent of 3% above the Barclays Bank rate in force from time to time.
    4. If payment is not made in accordance with the contract then the customers rights under the guarantee lapse.
11. GUARANTEE:
    1. Subject to the conditions as hereinafter set out the Company undertakes to remedy any defect resulting from faulting design materials or workmanship that appear during a period of 6 months after delivery of the goods, subject to the following conditions: -
       - machines classified within group “a” are sold on a 12 month return to base warranty, unless otherwise negotiated at point of sale. This is limited to the supply of replacement parts to customers after receipt of the faulty goods back to the Company. If labour is also required then the Customer is responsible for the return of the equipment back to the Company and the collection after an effective repair has been carried out. The Company will supply service at Customers site for an agreed cost, to be paid prior to the visit.
       - machines classified within group “b” are sold with either a 6 months on-site parts and labour warranty, or 12 month return to Saws Direct return to base warranty, unless otherwise negotiated at point of sale.
       - machines classified within groups “c”, “d” and “e” are sold with a 6 months on-site parts and labour warranty, unless otherwise negotiated at point of sale.
       The Guarantee period shall be reduced if the goods are used more intensively than 8 hours per working day.
    2. In order for the customer to avail himself of his rights under this clause, the customer shall notify the Company in writing without delay of any defects that have appeared and shall give the Company every opportunity to inspect and remedy them. Any complaint as to the completeness of the delivery must however be made with 7 days after receipt of the goods.
    3. The Company’s liability shall not apply to defects arising out of material provided or out of designs stipulated by the customer.
    4. The Company’s liability shall not apply to defects that appear under conditions of operation that would not be expected or by improper use.
    5. The Company’s liability does not apply if the defects arise from the customers maintenance or from alterations carried out without the Company’s consent in writing or from repairs carried out improperly by the customer or third party nor does it cover normal deterioration.
    6. In case of defect or faulty materials the Company’s liability only applies if any conscientious manufacturer should have been able to eliminate the defective material during manufacture.
    7. The customer shall return to the company any parts in which a defect covered by this clause has appeared for repair or replacement by the Company. In such cases the delivery to the customer of such a part properly repaired or a part replacement thereof shall be deemed to be a fulfilment by the Company of their obligations under this paragraph in respect of such a defective part. The customer shall bear the cost of dismantling and re-assembling the defective part and the risk of transport. Defective parts replaced in accordance with this clause shall be placed at the Company’s disposal.
12. LIABILITY:
    1. Subject to the Guarantee and condition (b) below, the Company shall not be liable for, and the customer shall indemnify the Company against any and all loss or damage (whether direct indirect or consequential) suffered by the customer and arising out of or in connection with goods or the use of the goods.
    2. Nothing in these conditions shall be construed as in any way limiting or restricting the Company’s liability for death or personal injury resulting from negligence on the part of the Company its servants or agents.
    3. The Company shall not be liable for any consequential loss whatsoever and howsoever caused.
13. DESCRIPTIVE MATTER AND ILLUSTRATION:
    All descriptions and forwarding specifications, brochures, drawings and particulars of weights, dimensions and performances issued by the Company are approximate only and intended to present a general idea of the goods to which they refer. The company shall not be bound by any such description or information contained in such a documentation nor shall a document form part of the contract.
14. SERVICES:
    Other than under the terms of the guarantee herein the Company does not undertake service and/or repair work. However should the Company agree to inspect, repair and/or service the goods the Company reserves the right to charge the customer therefore. In respect of repair work the Company can give no guarantee to effect repairs but undertakes to use its best endeavours to do so and to charge therefore.
15. WAIVER:
    No forbearance or indulgence granted by the Company to the customer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the customer or be regarded as a waiver of any of these conditions
16. PROPER LAW
    All contracts shall be governed and construed in accordance with English Law and the customer shall submit the justification of the English Court.

Date: 16th October 2013