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Terms & Conditions of Sale USA
Terms & Conditions of Purchase SPECIFICATION MATERIALS Cartridge bodies are manufactured from high grade cold drawn steel bar, with the internal working parts hardened and ground for maximum performance and durability. Our line bodies, Hydraulic Integrated Circuit blocks and special bodies are manufactured from high strength, wrought aluminium bar and mild steel or stainless steel, dependant upon the exact requirements of individual applications. Various specialised coatings/finishes are obtainable for when environmentally unfriendly conditions are a consideration. For complete specifications and compatibilities, please consult our technical department. It is recommended that for pressures above 210 bar (3000 psi) steel bodies are used. Whilst in most cases the aluminium bodies are strong enough, if transient peak pressures are encountered frequently, there is a possibility of fatigue. PORTS The ports on all our bodies are BSP (parallel) as standard and range in size from 1/4 to 1 1/4. SAE ‘O’ Ring and NPT ports are available on request. SEALS We use Nitrile as standard for temperatures of -20°C to +90°C (unless otherwise stated). Viton seals are available on request. Polyurethane seals are also available on some valves but care must be taken in their application with regard to fluid compatibility. TEMPERATURE RANGES Temperature ranges quoted throughout this catalogue relate to the seal material only. The viscosity index of the fluid should also be taken into account when selecting a valve, if in doubt please contact our technical department. FLUIDS Recommended fluid is mineral oil. NOTE: All our test performances are carried out by using hydraulic oil with a viscosity of 40cSt at 40°C. For water based fluids, ie, 95/5 and 60/40 emulsion consult factory. FILTRATION Our valves utilise precision hydraulic components and we recommend a filtration level of between 15 and 25 microns, to produce a cleanliness level of BS5540/4 Class 18/13, dependant on the type of valve used. Replace filter elements regularly, try to avoid filter bypass condition - special attention should also be paid to filtration when first commissioning the system or machine, when contamination levels are high. TAMPERPROOF DEVICES Various tamperproofing methods are available upon request for our range of cartridges and valves. CARTRIDGE VALVE INSTALLATION The correct machining of cavities to suit our range of cartridges is critical. Cavity tools are available for sale or hire and certified drawings are available upon request. All drawings and information contained within this catalogue are for guidance only. Where dimensions and actual valve usage is critical, please consult Integrated Hydraulics for full specifications and compatibilities. We reserve the right to alter specifications without notice or incurring obligation. NOTE: It is important that each designer analyses all aspects of their application including consequences of any failure and review the information concerning the product or system in the current product catalogue. The responsibility for final selection rests with the customer. TORQUE FIGURES The torque values stated in this catalogue are for testing purposes only. Assembly tightening torque depends on many factors, including lubrication, coating and surface finish. Contact main office for further information. ADJUSTMENT The adjustment range and Max setting figures shown throughout this catalogue give the design range for each valve, higher or lower values may be attainable but should not be used without first contacting our Engineering department. Setting must ALWAYS be carried out using an appropriate gauge and it must NOT be assumed that screwing an adjuster to its maximum or minimum position will yield the maximum or minimum stated design setting for that valve. PRESSURE EQUIPMENT DIRECTIVE All pressure control valves manufactured by Integrated Hydraulics are designed to be Pressure Accessories in accordance with article 3 section 3 of the Pressure Equipment Directive and Sound Engineering Practice and sold in good faith as such. For Safety Accessories as defined in article 3 section 1.4 of the Pressure Equipment Directive please contact the UK Technical Sales Department. Return to CONTENTS
CONDITIONS OF 1. These General Conditions shall apply when the parties agree in writing or otherwise thereto. When the General Conditions apply to a specific contract, modification of or deviations from them must be agreed in writing. The object(s) to be supplied under these conditions is (are) hereinafter referred to as the Product. Supplier shall mean Integrated Hydraulics Ltd and Purchaser shall mean the corporate entity, firm or person referred to in the acknowledgement of the order. PRODUCT INFORMATION 2. All information and data contained in product brochures and price lists are binding only to the extent that they are by reference expressly included in the contract. DRAWINGS AND DESCRIPTIONS 3. All drawings and technical documents relating to the Product or its manufacture submitted by one party to the other, prior or subsequent to the formation of the contract, shall remain the property of the submitting party. Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than erection, commissioning, operation or maintenance of the Product. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party. 4. At the start of the period referred to in Clause 14 the Supplier shall, if so requested by the Purchaser, free of charge provide information and drawings which are necessary to permit the Purchaser to erect, commission, operate and maintain the Product. Such information and drawings shall be supplied in the number of copies agreed upon or at least one copy of each. The Supplier shall not be obliged to provide manufacturing drawings for the Product or spare parts. DELIVERY - PASSING OF RISK 5. Any agreed trade term shall be construed in accordance with the INCOTERMS in force at the formation of the contract. If no trade term is specifically agreed the delivery shall be Ex-works (EXW). If, in the case of delivery Ex-works, the Supplier, at the request of the Purchaser, undertakes to send the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier. Partial shipments shall be permitted unless otherwise agreed. TIME FOR DELIVERY - DELAY 6. Whilst every effort will be made by us to deliver goods on or before the date stated, no binding guarantee is given or implied and no claim will be accepted by us arising from or in connection with late delivery. The delivery of goods by us to a carrier consigned to you shall constitute complete transfer of responsibility to you with said carrier thereafter acting on your behalf. PAYMENT 7. Customers are expected to take delivery at the times specified and mutually agreed and in cases where delivery cannot be accepted at these times we reserve the right to tender invoices on completion of the work at due dates, payment then being due 30 days from date of invoice whether delivery shall have been accepted or not. TITLE AND RISK 8. The Supplier retains ownership of the Products, the property in which shall not pass to the Purchaser and the Purchaser shall keep any Products delivered to it as bailee for and on behalf of the Supplier until the Supplier has received payment of the price of all of the Products (whether or not the Products are delivered in instalments and some have been paid for by the Purchaser pursuant to these Terms) and until such time the Purchaser: a) shall insure the delivered Products against any loss or damage with an insurance office of repute. b) shall store the Products separately or in some other way ensure that they are readily identifiable as the property of the Supplier. c) irrevocably authorises the representatives of the Supplier to enter upon the Purchasers premises where the delivered Products are or are thought by the Supplier to be stored for the purpose of repossessing them and subsequently reselling them. d) shall keep and retain the delivered Products free from any charge lien or other encumbrance thereon. 9. Upon any resale of any of the Products by the Supplier pursuant to the provisions of Clause 8 if the proceeds of sale exceed the price or the balance of the price of the Products due to the Supplier from the Purchaser, the Supplier shall pay the excess to the Purchaser having deducted the cost and expense of the repossession and re-sale of the Products and any damages which the Supplier has suffered as a result of any repudiation of the Contract by the Purchaser. 10. The provisions of Title & Risk shall survive the termination of the Contract for whatever reason and in particular, but without limitation, termination of the Contract by the Supplier by the acceptance of any repudiation of the Contract by the Purchaser. 11. Risk of loss or damage of any kind to the Products shall pass to the Purchaser upon despatch of the Products. 12. The Supplier shall be entitled to exercise a general lien or right of retention on all goods or any parts thereof in the Suppliers possession which are the Purchasers property (or which are supplied to the Supplier by the Purchaser) for any sums whatsoever due to the Supplier and pursuant to such lien or right the Supplier shall be entitled without notice to the Purchaser to sell all or any part of such Products privately or by auction or otherwise and to keep the proceeds of sale in diminution of such sums and of all costs and expenses incurred by the Supplier in effecting the said sales. Any balance remaining thereafter shall be remitted to the Purchaser by the Supplier. Upon such sale title in the Products shall pass to the buyer thereof. LIABILITY FOR DEFECTS 13. Pursuant to the provisions of Clauses 14-21 inclusive, the Supplier shall remedy any defect resulting from faulty design, materials or workmanship. 14. The Suppliers liability is limited to defects which appear within a period of one year from delivery. If the daily use of the Product exceeds that which is agreed, this period shall be reduced proportionately. 15. When a defect in a part of the Product has been remedied, the Supplier shall be liable for defects in the repaired or replaced part under the same terms and conditions as those applicable to the original Product for a period of one year. For the remaining parts of the Product the period mentioned in Clause 14 shall be extended only by a period equal to the period during which the Product has been out of operation as a result of the defect. 16. The Purchaser shall without undue delay notify the Supplier of any defect which appears. Such notice shall under no circumstances be given later than two weeks after the expiry of the period given in Clause 14. 17. On receipt of the notice in writing under Clause 15 the Supplier shall remedy the defect as stipulated in Clauses 13-23 inclusive. 18. If the Purchaser has given such notice as mentioned in Clause 16 and no defect is found for which the Supplier is liable, the Supplier shall be entitled to compensation for the costs he has incurred as a result of the notice. 19. The Purchaser shall at his own expense arrange for any dismantling and reassembly of equipment other than the Product, to the extent that this is necessary to remedy the defect. 20. Unless otherwise agreed, necessary transport of the Product and/or parts thereof to and from the Supplier in connection with the remedying of defects for which the Supplier is liable shall be at the risk and expense of the Supplier. The Purchaser shall follow the Suppliers instructions regarding such transport. 21. Defective parts which have been replaced shall be made available to the Supplier and shall be his property. 22. Save as stipulated in Clauses 13-21, the Supplier shall not be liable for defects. This applies to any loss the defect may cause including loss of production, loss of profit and other indirect loss. This limitation of the Suppliers liability shall not apply if he has been guilty of gross negligence. In these conditions, gross negligence shall mean an act or omission implying either a failure to pay due regard to serious consequences, which a conscientious supplier would normally foresee as likely to ensue, or a deliberate disregard of the consequences of such an act or omission. DIVISION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT 23. The Supplier shall not be liable for any damage to property caused by the Product after it has been delivered and whilst it is in the possession of the Purchaser. Nor shall the Supplier be liable for any damage to products manufactured by the Purchaser, or to products of which the Purchasers products form a part. If the Supplier incurs liability towards any third party for such damage to property as described in the preceding paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless. If a claim for damage as described in this Clause is lodged by a third party against one of the parties, the latter party shall forthwith inform the other party thereof in writing. The Supplier and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Product. The limitation of the Suppliers liability as detailed at the beginning of this Clause shall not apply where the Supplier has been guilty of gross negligence as defined in Clause 22. FORCE MAJEURE 24. Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war (whether declared or not), extensive military mobilisation, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this clause. A circumstance referred to in this clause which had occurred prior to the formation of the contract shall give a right to suspension only if its effect on the performance of the contract could not be foreseen at the time of the formation of the contract. 25. The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance. If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate the Supplier for expenses incurred in securing and protecting the Product. 26. Regardless of what might otherwise follow from these General Conditions, either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended under Clause 24 for more than six months. ANTICIPATED NON-PERFORMANCE 27. Not withstanding other provisions in these conditions regarding suspension, each party shall be entitled to suspend the performance of his obligations under the contract, where it is clear from the circumstances that the other party will not be able to perform his obligations. A party suspending his performance of the contract shall forthwith notify the other party thereof in writing. CONSEQUENTIAL LOSSES 28. Save as elsewhere stated in these conditions there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever. DISPUTES AND APPLICABLE LAW 29. All disputes arising in connection with the contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules, supplemented as necessary by the procedural rules of the law of the country of the Suppliers place of business most closely connected with the contract. 30. The contract shall be governed by the substantive law of the country of the Suppliers place of business most closely connected with the contract. The acceptance of our quotation includes the acceptance of the following conditions to apply to the contract. These conditions of sale will be considered to exclude and supersede any conditions or exceptions referred to by the Purchaser or contained in any purchase order or release. No other conditions will apply unless expressly agreed by Integrated Hydraulics, Inc. (IHI) in writing. Validity: Unless previously withdrawn, IHI’s quotation will remain valid for a period of (60) days. The quotation shall be considered as an indication of the price and shall not be binding on either party until an order has been received in writing and accepted by IHI, or amended by IHI in writing. Prices: All prices are FOB IHI’s docks in Mentor, Ohio. Cost of transportation is not included in this price and will be paid directly by the customer. Prices quoted and list prices are strictly net for payment (30) days from the date which the goods are shipped. In the event of an increase in costs of materials and/or labor, IHI reserves the right to increase the price of goods not yet delivered to include such increased costs. Cancellation: Orders shall not be subject to change of specifications or cancellation without IHI’s express written consent and then only with a charge determined by IHI to cover all of its costs and commitments. Delivery: No guarantee is given or implied, and no claims will be accepted by IHI, arising from or in connection with late delivery. Warranty: The products are subject to IHI’s standard warranty, the terms of which are subject to change without notice, from time to time. There are no other warranties, expressed or implied, made or given in connection with any product or its sale. THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. General Conditions: a) IHI accepts no responsibility in the event of any strike, lock-out, fire, war or any other event beyond IHI’s complete control or occasioned by government control or action which may affect the operation of IHI or of any supplier of IHI. b) All orders must have firm shipment schedules. c) IHI reserves the right to make and invoice for partial delivery of goods. d) Any dispute under these conditions of sale, or otherwise, shall be governed by the laws of the State of Ohio and subject to the exclusive jurisdiction in the appropriate court in Lake County, Ohio. LIMITED WARRANTY Integrated Hydraulics, Inc. (The Company) warrants that the products sold shall be free from defects in material and workmanship for a period of 12 months from date of shipment from the Company. Parts manufactured by a third party and supplied by the Company as part of a system or on their own shall be warranted to the extent of the original supplier’s warranty and no more. The Company will undertake to remedy any defect resulting from faulty design, material or workmanship, provided that the Company shall not be required to expend money, services or material in any amounts exceeding the value of the original invoice for the said system or component. The Company will undertake to repair or replace the faulty system or component, at Company’s discretion, within a reasonable time. The Company shall not be liable for defects arising from materials provided by, or design stipulated or specified by, the purchaser. The Company shall further not be liable for defects caused by faulty maintenance, incorrect erection or faulty repair by the purchaser. The Company will only be liable within the terms of warranty for defects which occur in connection with the proper use of the products within the specifications laid down for the products. The Company shall not be liable for any damage caused by any product after it has been delivered, nor shall the Company be liable for any damage to products manufactured by the purchaser, or products of which the purchaser’s product forms a part, or product from a third party which forms part of the purchaser’s product. Goods may only be returned to the Company upon prior written consent and, at the Company’s discretion, shall be replaced, repaired or credited at the original invoiced price. The Company shall have no liability for any loss of profits, anticipated profits or any labor cost incurred by the purchaser in replacing defective parts. Any claim under this warranty must be made in writing within 30 days of the discovery of the problem or within 30 days after the end of the warranty period, which ever occurs first. INTEGRATED HYDRAULICS, INC. HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding anything to the contrary in this Warranty, or in any other agreement, purchase order, or other document, the Company shall not be responsible or liable for any consequential or incidental damages incurred or suffered by any purchaser, any customer of a purchaser, or any other person in connection with the sale, marketing, distribution, use or any other action relating to the products.
No materials will be accepted or paid for unless an official order has been issued by Integrated Hydraulics. a.This order constitutes an offer on the part of the purchaser (Integrated Hydraulics Ltd), upon the terms and conditions and at the price stated herein and to constitute a binding contract upon the purchaser the said offer must be accepted by the execution of the acknowledgement section of the form hereto by the supplier, it being expressly understood that no other form of acceptance verbal or written will be valid or binding upon the purchaser. b.The performance by the seller of the work called for by this order will constitute acceptance in full of the conditions attached to this order or any amendments thereto. 2. TERMS AND CONDITIONS Unless otherwise agreed in writing by the purchaser, these conditions supersede any sets of conditions appearing in the suppliers catalogues or elsewhere and shall override any terms and conditions stipulated, incorporated or referred to by the supplier in quotation, order or any other negotiations. 3. VARIATIONS Neither the purchaser nor the supplier shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf. 4. TIME FOR DELIVERY a.The time specified in the purchase order for the delivery of the goods shall be of the essence of the contract. b.The purchaser has the right to reschedule all or part of the goods on order when deemed necessary. The seller shall use reasonable endeavour to meet purchasers revised schedules at no extra cost to the purchaser, and will inform at once of any difficulties in doing so. c.The goods will not be accepted by the purchaser prior to the delivery date specified in the purchase order unless the seller has received written agreement from the purchaser to do so. d.The seller must undertake to notify the purchaser immediately should any contingency arise or is foreseen to arise such as plant breakdown, labour dispute, transport difficulties or for any other reasons likely to affect deliveries as ordered and scheduled for such delivery by date specified, failure to do so will render the order liable to cancellation. 5. DELIVERY a.The seller shall be responsible for delivering the goods free of charge to the purchasers works or to such other destination as shall be specified on the purchase order or shall be agreed in writing between the parties. b.When supplying to a schedule or purchase order it is the responsibility of the seller to ensure the goods are manufactured to the correct part number and drawing issue. c.The seller must state the purchasers order number and purchasers part number on all delivery notes. d.The purchaser will not accept any charge for packing cases, empties, barrels, pallets, drums, etc, any return carriage charges incurred as a consequence of a breach of these terms (which the purchaser will be under no obligation to incur) in respect of these items, will be debited from the sellers account. e.Excess quantities will not be accepted unless agreed by the purchaser. 6. UNPRICED ORDERS Unpriced orders are placed on the clear understanding that the purchaser may contest any prices shown on the acknowledgement and/or invoices which in its opinion are considered to be unreasonable. The purchaser reserves the right to withhold payment pending negotiations of appropriate reductions. If agreement on price cannot be reached the purchaser reserves the right to return part or all of the goods under query. 7. PRICE VARIATIONS The quoted price for the goods may be varied by the supplier only if the varied price has hitherto been agreed by the purchaser in writing and the supplier agrees to notify the purchaser of any proposed increase by giving the purchaser two months clear notice of any such increase. 8. INVOICING Separate invoices are required for each individual shipment and must be marked with the purchasers order number and part number. 9. PASSING OF PROPERTY AND RISK a.The property and risk in the goods shall remain with the seller until they are delivered at the point specified in the purchase order. b.The seller shall be responsible for any loss, damage, costs, expense or other liability incurred or sustained by the purchaser and/or its customers resulting from any damage which is attributable in whole or in part to defective and/or insufficient packaging. 10. PACKAGING a.All goods are to be adequately packed and preserved for transit envisaged or packed to specific instruction. b.The seller will repair or replace free of charge goods damaged or lost in transit. 11. FREE ISSUE MATERIALS a.Where the purchaser for the purpose of the contract issues material free of charge to the seller such material shall be and remain the property of the purchaser. The seller shall maintain all such materials in good order and condition. b.Should the seller through bad workmanship or negligence render such material scrap, the purchaser shall have immediate recourse to the seller for the reimbursement of the total value of the free issue parts/materials. c.A charge will be made for any material supplied free of charge by the purchaser which is scrapped except where scrap percentage is agreed in writing. Free issue goods on the sellers premises are to be fully insured by the seller. 12. TOOLING a.Special jigs, fixtures, patterns, dies, moulds, or other tooling made or provided for by or at the request of the purchaser in connection with the manufacture of the goods shall at all times remain the property of the purchaser. b.The seller shall maintain and insure all items supplied by the purchaser at its own cost against loss damage or destruction. On completion of the contract or as otherwise directed by the purchaser the supplier shall return them to the purchaser in good order and condition. c.Should the seller fail so to return them or fail to maintain them in good order and condition the purchaser may either withhold payment until they are so returned or withhold such part of the payment due as may be required to replace them or return them to good order and condition whichever may be the less expensive. d.The seller shall not without the prior written consent of the purchaser use or cause or permit to be used the drawings or any items for any purpose other than the performance of the contract. a.The seller shall not in any circumstances have a right to exercise a lien (whether general or otherwise) in respect of any tooling whether at the sellers works or elsewhere. 13. INSPECTION AND TESTING a.The purchaser and anyone authorised by the purchaser shall have the right to progress and inspect the goods or any component parts therefore at any reasonable time during manufacture and prior to delivery to the purchaser. Whether or not the right of inspection is exercised the purchaser shall have the right to reject the goods after delivery if in the opinion of the purchaser they do not comply in every way with any of the terms or conditions of the contract. b.Goods must be passed as satisfactory by the purchaser and be guaranteed to be correct to specifications and other instructions, otherwise the goods will be rejected and the cost of goods debited to the sellers account. Rectification or replacement thereof should be re-invoiced at the same value shown on the purchasers debit note. c.Prior to any proposed reclamation procedure or proposed change in design, which the seller may need to incorporate, permission must be obtained in writing on every occasion from the purchaser. d.Should the purchaser when inspecting components or materials at the purchasers premises, sellers premises or elsewhere, find materials or workmanship faulty and reject same, the purchaser reserves the right to claim reimbursement for inspection time and labour involved at rates applying at the time of rejection. e.All materials and treatments used must be as specified on the purchasers drawings and the seller should hold evidence for a period of not less than three years that this has been complied with. f.Samples are to be submitted for approval when requested and marked for the attention of the purchasers inspection department before bulk deliveries are made. 14. ORIGIN The seller must supply details to the purchaser of the country of origin of all components and parts therein supplied. If any components origin is outside the EEC countries then the seller must supply details to the purchaser of import duties paid on such components. SPECIAL INSTRUCTIONS All goods must be accompanied by a mill analysis/test certificates/cure date, etc, where applicable. 15. WARRANTY, PRODUCT LIABILITY AND RESPONSIBILITY a.Risk of damage to or loss of the goods shall pass to the purchaser upon delivery to the purchaser in accordance with the contract. b.The property in the goods shall pass to the purchaser upon delivery, unless payment for the goods is made prior to delivery, when it shall pass to the purchaser once payment has been made and the goods have been appropriated to the contract. c.The seller warrants to the purchaser that the goods:- i.will be of merchantable quality and fit for any purpose held out by the seller or made known to the seller in writing at the time the order is placed; ii. will be free from defects in design, material and workmanship; iii.will correspond with any relevant specification or sample; iv.will comply with statutory requirements and regulations relating to the sale of the goods. d.The seller warrants to the purchaser that the services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the purchaser to expect in all the circumstances. e.Without prejudice to any other remedy, if any goods or services are not supplied or performed in accordance with the contract, then the purchaser shall be entitled:- i.to require the seller to repair the goods or to supply replacement goods or services in accordance with the contract within a time defined by the purchaser; or ii.at the purchasers sole option and whether or not the purchaser has previously required the seller to repair the goods or to supply any replacement goods or services, to treat the contract as discharged by the sellers breach and require the repayment of any part of the price which has been paid. f. The seller shall indemnify the purchaser in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the purchaser as a result of or in connection with:- i. breach of any warranty given by the seller in relation to the goods of the services; ii.any claim that the goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by the purchaser; iii.any liability under the Consumer Protection Act 1987 in respect of the goods; iv.any act or omission of the seller or its employees, agents or sub-contractors in supplying, delivering and installing the goods; and v.any act or omission of any of the sellers personnel in connection with the performance of the services. g.Neither the seller nor the purchaser shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the goods or the services, if the delay or failure was beyond that partys reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as caused beyond either partys reasonable control:- i.war or threat of war, sabotage, insurrection, civil disturbance or requisition; iii.acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority; iv.import or export regulations or embargoes; v.strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the seller or the purchaser or of a third party); vi.power failure; vii.or any such events not mentioned above. 16. INDEMNITY The seller undertakes to Indemnify the purchaser against all claims, damages, expenditure and liability which the purchaser may sustain or incur under the provision of the Consumer Protection Act 1987 in respect of or in relation to or in connection with the goods and whether or not the goods have been incorporated into other equipment or goods. 17. TERMINATION a.The purchaser shall be entitled to terminate the order in respect of all or part only of the goods and/or the services by giving notice to the seller at any time prior to delivery or performance, in which event the purchasers sole liability shall be to pay to the seller the price for the goods or services in respect of which the purchaser has exercised its right of cancellation, less the sellers net saving of cost arising from cancellation. b.The purchaser shall be entitled to terminate the contract without liability to the seller by giving notice to the seller at any time if:- i.the seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or ii.an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the seller; or iii.the seller ceases, or threatens to cease, to carry on business; or iv.the purchaser reasonably apprehends that any of the events mentioned above is about to occur in relation to the seller and notifies the seller accordingly. c.The purchaser may terminate the contract at any time in whole or in part without any cost to the purchaser or liability thereof and without prejudice to the purchasers other rights by serving a notice in writing on the seller if the seller fails to comply with any terms or conditions of the contract.
18. CONFIDENTIAL INFORMATION Any information, whether written or oral, disclosed by the purchaser to the seller, shall be confidential and the seller shall not disclose it to any person (other than those of its employees to whom disclosure shall be essential for the purposes of performing this contract and provided the seller obtains an undertaking of confidentiality from such employees) or use it for any purpose other than the performance of this contract without the prior written consent of the purchaser. 19. ADVERTISMENT The seller may not describe, illustrate or refer to the goods or any of them in any form of advertising without the purchasers prior written consent. 20. PATENTS, TRADEMARKS The seller shall fully indemnify the purchaser against any actions, claims, demands, costs, judgement, decree and expense accruing from or incurred by reason of any infringement or alleged infringement of any British or foreign letters, patents, registered designs, trademark, or sale of the goods, and against all costs damages which the purchaser may incur in any action for such infringement or for which the purchaser may become liable in any such action. In the event of any such claims or action arising the seller covenants that upon the request of the purchaser and at the sellers own expense he will defend or assist in the defence of the purchaser or those selling or using. 21. APPLICABLE LAW The contract shall be constructed and take effect according to the laws of Purchaser and seller shall retain all statutory rights not inconsistent herewith. |