Standard Conditions of Sale

Sabre Instrument Valves Ltd

1. GENERAL
(i) In these Conditions
“the Buyer” means any person, firm or company whose order for the supply of Goods and/or Services is accepted by the Company;
“the Company” means Sabre Instrument Valves Limited;
“the Contract” means any contract between the Company and the Buyer for the sale and purchase of goods and/or services;
“Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Company and the Buyer;
“the Goods” means the goods (including any instalment of the goods or any parts for or replacement of them) which the Company is to supply pursuant to the Contract;
“the Services” means any services which the Company is to provide pursuant to the Contract;
“United Kingdom” means the mainland of Scotland, England and Wales.
(ii) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
(iii) The headings in these Conditions are for convenience only and shall not affect their interpretation.
(iv) Words in the singular include the plural and in the plural include the singular.

2. BASIS OF THE SALE.
Any quotation by the Company, unless previously withdrawn by the Company, remains valid for acceptance for a period of thirty (30) days from, and including, the date of the quotation. The Company’s quotations do not constitute an offer and are given on the basis that no contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer or (if earlier) the Company supplies the Goods and/or Services to the Buyer. All contracts entered into, quotations given and purchase orders accepted by Company are subject to these Conditions and no others, unless otherwise agreed by the Company and the Buyer in writing signed by both parties. The provisions of the Contract supersede any prior representations, agreements or undertakings between the parties. The Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order or other document).

3. DELIVERY.
(i) Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business.
(ii) Whilst the Company endeavours to deliver goods on the dates or within the periods specified by the Company, such dates or periods shall be deemed to be estimates only. Time for delivery shall not be of the essence unless this is specifically agreed in writing and signed by a director of the Company.
(iii) If for any reason the Buyer fails to accept delivery of any Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided or obtained appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
(iv) No claim for loss or damage on delivery or for shortage in delivery shall be accepted unless notice in writing is given to the appropriate carrier and to the Company within three (3) days of receipt of the Goods (or part thereof). Where the Goods have not been delivered within twenty-one (21) days of the advised date the Buyer must inform the Company in writing forthwith in order that the Company may seek redress from the carrier and the Company shall not be liable for any non-delivery unless the Buyer notifies the Company accordingly. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against the invoice raised for such Goods.(v) The Buyer shall be obliged to accept delivery by instalments if the Company requires and each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Refusal by the Buyer to take delivery of any instalment when tendered or to pay for any instalment by the due date shall entitle the Company to treat the same as a repudiation of the whole Contract.
(vi) Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or the supply of the Services (even if caused by the Company’s negligence), nor shall delay entitle the Buyer to terminate or rescind the Contract unless such delay results solely from the Company’s negligence and exceeds 180 days.

4. DRAWINGS & SPECIFICATIONS.
(i) No work will be based on drawings unless they are accepted and such acceptance is confirmed in writing or certified by the Company. If applicable, dimensional drawings so certified will be supplied by the Company on request. Any uncertified drawings or descriptions submitted by the Company or in the Company’s literature are only to show the general style or arrangement and approximate dimensions of the Goods and do not form part of any contract. If orders for Goods are made in accordance with accepted specifications then the Company shall take reasonable steps sufficient to ensure that the Goods will conform with such specifications.
(ii) The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications), and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
(iii) If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification or requirement submitted by the Buyer and agreed by the Company, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim which results from the Company’s use of the Buyer’s specification including without limitation any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person.

5. MODIFICATION OF GOODS.
The Company reserves the right to change or modify the design and/or construction of the Goods prior to delivery to comply with any applicable safety or statutory requirement or if in the reasonable opinion of the Company the operating characteristics or product use of such Goods are not adversely affected.

6. PROPERTY AND RISK.
(i) The Goods shall remain in the Company’s ownership until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to it from the Buyer on any account whatsoever. Until such time the Buyer shall hold the Goods as bailee and store them in such a way that they can be clearly and easily identified as the Company’s property, keeping them separate at all times from the Buyer’s own property and the property of any third party. The Buyer shall also maintain the Goods in a satisfactory condition and ensure that they are properly and adequately insured.
(ii) The Goods shall be at the Buyer’s risk from the time of delivery or deemed delivery and the Buyer shall insure them against loss or damage accordingly. In the event of any loss or damage to the Goods before payment is made for the Goods, the Buyer shall hold the proceeds of any insurance payment on behalf of the Company as trustee for the Company.
(iii) The Buyer’s right to possession of the Goods shall cease immediately if:
(a) the Buyer fails to observe or perform any of its obligations under the Contract or any other contract with the Company; or
(b) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors; or
(c) the Buyer convenes a meeting of creditors or enters into liquidation or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or
(d) any similar action is taken in the jurisdiction of the Buyer relating to the insolvency or possible insolvency of the Buyer.
(iv) Where the Buyer is purchasing the Goods from the Company for resale, and it has not paid for the Goods in accordance with these Conditions the Buyer may as agent for the Company sell and deliver the Goods to a third party on condition that until full payment is made as aforesaid the Buyer shall hold all sale proceeds in trust for the Company and in a separate account made known to the Company. The Buyer hereby assigns to the Company all rights and claims which the Buyer may have against its Buyers arising from such sale until payment is made in full.
(v) The Company may maintain an action for the price of goods sold notwithstanding that the property may not have passed to the Buyer.

7. PRICE.
(i) Unless otherwise agreed by the Company in writing, all orders are accepted on the basis of the Company’s quoted price. Unless otherwise stated herein, all prices are net, unpacked ex-works and the Buyer shall pay to Company in addition to the price any and all packaging, transportation and insurance charges, VAT and any other tax or duty applicable from time to time and any other expenses for which the Buyer is liable under these Conditions or otherwise.
(ii) Prices are subject to any increases which are necessary to take into account the cost of:-
(a) implementing any requests by the Buyer for changes in delivery, quantities, designs or specifications and/or
(b) as a result of delays caused by any instruction by the Buyer or by any failure of the Buyer to give adequate information or instructions.

8. PAYMENT.
(i) Payment of all sums due hereunder shall be made in the currency quoted by Company within thirty (30) days of the date of the Company’s invoice, unless otherwise agreed by the Company in writing. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cleared funds. If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer shall be liable to pay interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of National Westminster Bank base rate per annum, accruing on a daily basis until payment is made, whether before or after judgment until actual payment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
(ii) In the event of any amounts not being paid on the due date the Company reserves the right (any previous waiver notwithstanding) to withhold any further deliveries of goods (whether under the same or any other contract) until all arrears of payment have been settled and/or to require payment in full in advance for any further goods before making any deliveries for such goods. If for any reason the Company is unable to despatch the goods in the ordinary course of business by the virtue of the Buyer’s default payment for the goods in full shall be deemed to be due and payable on such date or dates as would have been appropriate under these provisions if there had been no delay or default by the Buyer.
(iii) The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

9. CANCELLATION/TERMINATION.
(i) In the absence of default by the Company in relation to the Goods, no Goods may be returned for credit or replacement except with the prior written consent of the Company. Orders placed with and accepted by Company may not be cancelled except with the prior written consent of the Company and upon payment of the Company’s reasonable cancellation charges.
(ii) If the Buyer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with its creditors, or if being an incorporated company shall have a receiver and/or manager, administrator or administrative receiver appointed, or shall pass a resolution for its winding up or a Court shall make an order to that effect, or if there shall be any breach by the Buyer of the Contract or these Conditions, the Company may defer or cancel any further deliveries and treat the Contract of which these Conditions form part as determined, but without prejudice to its right to any unpaid purchase price for goods delivered and to damages for any loss suffered in consequence thereof. On termination of the Contract, all payments payable to the Company shall become due immediately.

10. EXPORT.
In the event that the ultimate destination of the Goods is outside the United Kingdom, the Buyer shall be responsible for the timely obtaining of and the costs of obtaining any required authorisation such as an Export Licence, Import Licence, Exchange Permit or any other governmental authorisation even though any such authorisation may be applied for by the Company. The Company and the Buyer shall assist each other in every reasonable manner in securing such authorisation as may be required. The Company shall not be liable if any such authorisation is delayed, denied, revoked, restricted or not renewed and the Buyer shall not thereby be relieved of its obligations hereunder.

11. WARRANTY.
(i) The Company warrants that (subject to the other provisions of these Conditions) the Goods when properly installed, operated and maintained shall be free from defect under normal use and service, for a period of twelve (12) months from the date of delivery, provided that the Company’s liability and the Buyer’s remedies hereunder shall be limited to (at the Company’s option):-
(a) the correction, repair or replacement of any defective part of the Goods; or
(b) if the Company is unable or unwilling to correct, repair or replace such defective part within a reasonable time, the return to the Buyer of the price allocable to that defective part of the Goods,
(ii) and shall be conditional upon the Buyer giving immediate written notice of the defect to the Company upon its discovery (whereupon the Company may require the immediate return of the relevant Goods at the cost of the Buyer to the Company for the purpose of assessing the claim) and upon the strict fulfilment by the Buyer of the terms of payment for such Goods. The Company shall not be liable for any breach of the warranty in this condition 11 if:
(a) the Buyer makes any further use of such Goods after giving notice to the Company; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company; or
(d) the defect arises as a result of any specification provided by the Buyer.

12. LIMITATION OF LIABILITY.
(i) Subject to conditions 3 and 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any Services supplied by the Company; and
(d) any representation, statement or tortious act or omission including negligence arising under or in connction with the Contract.
(ii) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
(iii) Nothing in these Conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
(iv) Subject to the preceding provisions of this condition 12:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13. FORCE MAJEURE
Without prejudice to the other provisions of these Conditions, the Company reserves the right to defer the date of delivery or cancel the Contract or reduce the volume of Goods supplied if it is prevented or hindered in the carrying on of its business by reason of “force majeure” which shall mean any cause not within the control of the Company (including, but not limited to, Acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, accidents, strikes, lockouts or other industrial disturbances (whether or not at the Company’s works), delays of carriers or inability to source materials, labour or manufacturing facilities).

14. CONFIDENTIALITY.
The Buyer shall and shall ensure that its agents, sub-contractors and employees shall keep confidential and not disclose to any third party or make use of in any way except in relation to the Goods or services supplied or to be supplied under the Contract any information or data which is confidential to the Company unless such information is already in the public domain (other than as a result of breach of this obligation of confidentiality).

15. VARIATION AND WAIVER.
Variations to these Conditions can only be made by agreement in writing signed by a director of the Company. Failure or delay by the Company in exercising any right or remedy hereunder (or part thereof) shall not operate as a waiver therefore of any remaining part thereof. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default.

16. VALIDITY.
Any provision or part thereof in these Conditions which is void or unenforceable in any applicable jurisdiction shall be to the extent of such invalidity or enforceability, be deemed severable and shall not affect any other provisions or parts thereof.

17. REMEDIES.
Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy whether under the Contract or not.

18. CONTRACTS (RIGHTS OF THIRD PARTIES)
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19. LAW.
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and the Buyer hereby submits to the non-exclusive jurisdiction of the English courts.