Terms and Conditions

1. GENERAL

a) These terms and conditions will apply to all sales made by PJP Conveyors Ltd.

b) All orders are placed with PJP Conveyors Ltd which is a business name of: PJP Conveyors Ltd Registered in England and Wales No. 12231437. VAT Registration No. 333650712. Registered Office: 6 Clinton Avenue, Nottingham NG5 1AW

c) The Conditions are governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts.

2. DEFINITIONS:

a) “the Company” refers to PJP Conveyors Ltd.

b) the “Customer” refers to any company, firm or individual with whom the Company contracts.

c) “Goods” means any goods, articles or materials which are to be supplied by the Company as part of the Contract (as henceforth defined).

d) “Bespoke Goods” are non-standard goods made or adapted specifically to Customer designs and specifications.

e) “Services” shall include services to be provided by the Company in accordance with the Contract. This may relate to design, the supply of Goods or other services and includes work, materials and the supply of labour as defined in the Contract.

3. QUOTATIONS, CONTRACTS AND CANCELLATIONS

a) Quotation given by the Company are an invitation for the Customer to make an offer only. No order placed with the Company following a quotation or otherwise shall be binding unless the Company accepts it.

b) Prices quoted are only valid for 60 days from the date shown on the quotation sheet. A requote can be provided upon request. Prices are subject to possible site visits/further consultations, and after any necessary trials of equipment.

c) A contract is made, between the Company and the Customer when the Company confirms it accepts an order placed by the Customer (“Contract”) and it shall incorporate and be subject to any valid quotation issued by the Company and these Conditions.

d) Order cancellations must be submitted in writing by the Customer to the Company. In the event of a cancellation after the Contract is made, the Customer will be charged for:

i) Any Services or Goods (or part thereof) ordered and received by the Company of the Customer.

ii) Any Services or Goods (or part thereof) ordered and not received by the Company or the Customer but that are subject to cancellation charges.

iii) Engineering, installation and labour time administered on/for the contract by the Company will be subject to the daily rate charges of the Company plus all incurred expenses.

iv) Carriage charges levied on the Company for materials supplied.

e) In case of any conflict between these Conditions and any terms specified in any proposal document issued by the Company, the terms set out in the proposal will prevail.

4. PRICES

a) Value added tax, if not shown, will be applied at the standard rate.

b) The price of the Goods does not include the cost of carriage unless specifically stated.

c) If a project is more than 12 months in duration and material or exchange rate costs change during this time, the Company reserves the right to pass on these added costs.

d) Where the Company’s quotation or estimate is based on stated production runs, warranties and delivery periods, the Company reserves the right to vary the price for the Goods should the Customer require any of these elements to change.

e) The cost of any variations to the design specifications, delivery dates or materials of the Goods or Services, or any development requested by the Customer after the Company’s acceptance of order shall (if subsequently accepted by the Company) be borne by the Customer. Variations must be written and duly signed by an authorised representative from the Customer together with an engineer from the Company following the agreement on the extent of the variation/s. The variation document must include price, payment terms and completion dates. The variation must be formally agreed prior to the commencement of any remedial or additional work.

(f) If commissioning is delayed by more than 5 working days then full payment shall become due.

 

5. DELIVERY AND RISK

a) Delivery of the Goods shall be made to the Customer at the place specified in the Contract or as subsequently agreed between the parties. This may be at the customer’s own premises or that of a third party such as an agent or other supplier as agreed between the Company and the Customer. The risk in respect of all Goods shall pass away from the Company at this time and be taken on by either the Customer or a third party as agreed between them (externally to the Contract).

b) The Customer (or appropriate third party as referenced in clause 5a) shall be responsible for all offloading of Goods from the transport that is employed.

c) The Company is entitled to make delivery of the Goods by instalments and to invoice the Customer for each instalment despatched.

d) Where there is damage to or loss of the Goods before delivery to the Customer, the Company will repair free of charge any Goods damaged, or replace any lost Goods so long as the following conditions are met:

i) The Customer gives written notice of such damage or loss, providing reasonable information to the Company and the carrier(s) (if not the Company) within 14 days of receipt of Goods.

ii) The Customer, if requested by the Company, returns any damaged Goods to the Company within 30 days of receipt. The return delivery charges are to be met by the Customer.

e) Where the Goods are not manufactured or supplied directly by the Company and are delivered directly to the Customer from the supplier, the Company shall not be liable for any damage to or loss of the Goods.

f) Except for conditions expressly outlined in clauses 5a through to 5e, the Company shall not have any liability whatsoever for any damage to or loss of the Goods in transit to the contracted place of delivery.

6. TITLE

a) The title and property of the Goods, including software, shall be held by the Company (notwithstanding delivery and the passing of risk to the Customer, which occurs at delivery) until:

i) The price of the Goods and/or Services comprised in this Contract; and

ii) All other money due from the Customer to the Company on any other account has been paid in full.

b) Until the title and property of the Goods passes to the Customer as outlined in 6a, the following provisions shall apply:

i) The Company may repossess and resell the Goods. For exercising its right under this sub-paragraph:

(1) the Company, its employees or agents together with all vehicles and equipment considered by the Company to be necessary shall be entitled at any time without prior notice to the Customer to free and unrestricted entry to the Customer’s premises or other locations where any of the Goods are situated;

ii) The Customer shall store the Goods in a proper manner without charge to the Company and ensure that they are clearly identified as belonging to the Company. The Company shall be entitled to examine the Goods in storage at any time during normal business hours and upon giving the Customer reasonable notice of its intention to do so;

iii) The rights of the Company under this clause shall not prejudice limit or restrict any other rights or remedies of the Company under the Contract.

7. PERFORMANCE

a) The Company will use reasonable endeavours to comply with any dates for the supply of Goods, Bespoke Goods or Services as stated in the Contract, however, such dates shall not be binding. If the Company having used its reasonable endeavours fails to dispatch or deliver the Goods, Bespoke Goods or Services by such date(s), such failure shall not constitute a breach of the Contract and the Customer shall not be entitled to treat the Contract as repudiated or to rescind it, or any related Contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting there from.

b) If the Company is prevented or hindered from performing the Contract by any circumstances beyond its reasonable control, further performance of the Contract shall be suspended for so long as the Company is affected. If the performance of the Contract is suspended for more than 90 days the Customer shall be entitled by notice in writing to the Company to terminate the Contract or to cancel any outstanding part thereof. In such circumstances the Customer shall pay at the Contract rate for all Goods and Services supplied and materials used by the Company until the date of termination. The Company shall not have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer because of the Company‘s inability to perform its obligations under the Contract due to any such circumstance.

c) Where Goods are delivered, or Services are supplied by instalments each such instalment shall be deemed to be sold or supplied under a separate Contract to which these Conditions shall apply.

d) Where Goods are to be supplied or delivered by the Company in accordance with specific Customer delivery requirements, the Customer shall not be entitled to cancel or vary any such delivery requirement without the prior reimbursement of any additional costs and expenses incurred as a result of any such cancellation or variation.

e) When expedited delivery or completion is agreed by the Company and necessitates overtime or other additional costs, the Customer shall reimburse the Company for such overtime payment or other costs.

f) Where postponement of delivery or completion is agreed by the Company the Customer shall, if required by the Company, pay all expenses including a reasonable charge for storage and insurance of the Goods and interest on the Contract price. Under these circumstances, the Goods shall be held at the Customer’s risk from the time of postponement.

g) If performance of the Contract is suspended at the request of or delayed through default of the Customer including (without prejudice to the generality of the forgoing) lack of, incomplete or incorrect instructions or refusal to collect or accept delivery of the Goods or Services for a period of 14 days the Company shall be entitled to payment at the Contract rate for Services already performed, Goods supplied or ordered and any other additional costs thereby incurred including storage insurance and interest PROVIDED THAT if the Customer fails to collect or accept delivery of the Goods or any part thereof within 28 days or written notification from the Company that the Goods are ready for collection or delivery, the Company shall be entitled (without prejudice to its remedies under the Contract for such breach) to sell or at is option destroy the Goods and to apply the proceeds of sale thereof if sold and the scrap value if destroyed towards payment of all sums due to the Company under the Contract.

h) The Company shall be entitled without prior approval of the Customer to assign sub-Contract or sub-let the Contract or any part thereof.

i) Unless specified the Company will not be responsible for the supply of any special equipment or machinery to overcome difficulties involved with installation on site which have not communicated to the Company by the Customer in writing prior to the Company providing a quotation.

8. ACCEPTANCE

a) Following completion of the commissioning of any Goods or Services, acceptance trials will be carried out in the presence of a person nominated by the Customer. Successful completion of these trials will signify the completion of a project, unless the Company receives notification to the contrary from the Customer within 7 days. Any goods including software are not authorised for use until the Company has written acceptance of project completion and should any goods be used before this time, any guarantees or warranty may become void.

b) Without prejudice to the Customer’s rights under Clause 13 the Customer shall be deemed to have accepted the Goods as being in conformity with the Contract and shall be bound to pay for them, unless written notice of rejection is delivered by the Customer within 14 days of delivery.

c) Except for the circumstances referred to in Clause 13, Goods accepted by the Customer cannot subsequently be returned.

d) If, after notice of rejection has been given, the Customer treats the Goods as is they own them or if any Customer conduct is inconsistent with such rejection or with the ownership of the Goods by the Company, the Customer shall be deemed to have accepted the Goods and be bound to pay for them.

9. REFERENCES

a) At the Company’s discretion, each Contract shall be subject to the Company being satisfied as to the Customer’s credit references (which unless otherwise stated shall be one bank reference and two trade references.)

10. PAYMENT

a) Payment is due from the Customer 30 days from the date of invoice or as stated on any related correspondence from the Company. Quotes will contain the details of specific payment terms.

b) Where Goods and/or Services are delivered or performed by instalments, the Customer shall be obliged to pay for each instalment upon the terms set out in sub paragraph (a) of this clause.

c) The time stipulated for payment shall be of the essence of the Contract and failure to pay within the period specified shall entitle the Company upon the expiration of 7 days’ notice in writing to the Customer to suspend further performance of the Contract pending payment and in addition the Company shall be entitled without any liability to cancel the Contract or any other condition between the Company and the Customer without prejudice to any other remedy available to the Company.

d) 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 on any other account whatsoever.

e) The Company shall be entitled to interest on any part of the Contract price not paid by its due date from that date until actual payment at the rate of 5% per annum above the base Lending rate of Barclays Bank plc prevailing during such period.

f) Where the Company specifies that payment will be made by Letter of Credit, the Customer must establish and maintain in favour of the Company an irrevocable and unconditional letter of Credit with or confirmed by a bank in England satisfactory to the Company All bank charges in connection with the letter of Credit and the opening thereof shall be borne by the Customer. If for any reason the bank is liable to make payment the Company under the Letter of Credit established for that purpose fails to do so, the Customer shall nevertheless remain liable to pay for the Goods supplied and/ or Services performed.

11. PERFORMANCE

a) Unless it is expressly stated in the Contract that any figures or statement therein or in the Company’s catalogues, sales literature or in any relevant drawings or any other documents supplied by the Company as to the performance of the Goods are guaranteed to be accurate, such figures and statements shall be approximate and subject to a margin of 10 per cent. The Company gives no guarantees or representation that the Goods will in all cases be identical with the illustrations, weights and dimension specified in such catalogues and literature drawings or other documents due to improvements and modifications to the Goods or their specifications that may be made from time to time. The Company will notify the Customer in writing of any material alterations to any specification relating to the goods and the Customer shall be deemed to have accepted such alteration unless in writing to the contrary is received by the Company in 7 days of the Company’s notice to the Customer.

b) If in the Contract the Company expressly guarantees the accuracy of such performance, figures or statement (whether subject to specific margins or otherwise) then in the event of the Goods after delivery, installation or commissioning failing to achieve or comply with the same, the Company shall thereafter be entitled to a reasonable period and to reasonable facilities to enable it to bring the Goods up to the guaranteed standard of performance and the contractual time for delivery of the Goods or the installation or commissioning thereof shall be extended for such reasonable period.

12. CONTRACTS FOR SERVICES

a) If the Contract is for or includes Services performed by the Company such as installation, commissioning, repair, rectification or improvement, then, unless the Contract otherwise provides, the following additional provisions shall apply.

b) The Company shall be obliged to carry out such Services only during normal working hours if the Customer requests that overtime is worked and the Company agrees to it, such overtime shall be paid for by the Customer in addition to the Contract price at the Company’s overtime rates.

c) If the Services are to be performed at the premises of the Customer or at its request at the premises of any other party, the Customer undertakes to provide or to produce the provision free of charge of:

i) Safe and appropriate storage and protection of all goods, tools, plant, equipment and materials on site;

ii) Free and safe access to the site areas required and appropriate facilities in a timely manner;

iii) If required, the ready availability of all plant and equipment to permit such goods to be tested.

d) Where the Goods and Services are to be supplied on site, they shall at all times be at the sole risk of the Customer and if any part thereof is lost damaged or destroyed through any cause, the Company shall be entitled to charge as a variation to the Contract for the restoration of any Goods or Services so lost, damaged or destroyed.

13. WARRANTY AND LIMITATION OF LIABILITY

a) Where the Goods or Services (or any part thereof) are shown to the reasonable satisfaction of the Company to be defective by reason of faulty materials or workmanship or (in the case of Goods other than Bespoke Goods) design, within a period of 12 months from the date of their original despatch or supply (fair wear and tear excepted) the Company shall at its sole option:

i) Deliver replacement Goods and / or supply further Services to the Customer free of charge and / or;

ii) Refund to the Customer the Contract price of such Goods and / or Services and / or;

iii) Require the Customer to retain the Goods and / or Services and grant the Customer a reasonable allowance in respect of such defects PROVIDED that:

iv) The Customer notifies the Company in writing within fourteen days of becoming aware of any such defect;

v) If required by the Company, all defective Goods are first returned to the Company’s premises, delivery paid by the Customer;

vi) The Goods have been properly and correctly stored and / or used by the Customer; and

vii) The liability of the Customer under this paragraph (a) shall be accepted by the Customer in substitution for and to the exclusion of any other claims for direct loss which the Customer has or may have.

 

b) The liability of the Company for any claim or claims other than those falling under paragraph (a) above, direct injury, loss or damage made by the Customer against the Company whether in contract or in tort (including negligence on the part of the Company, its servants or agents) arising out of or in connection with any defects in the Goods and / or Services or any act, omission, neglect or default of the Company, its servants or agents in the performance of the Contract shall be limited to £25,000.

c) The Company shall not be liable for any claims for economic loss, loss of production, loss of profit, loss of opportunity, loss or bargain or other indirect or consequential injury loss or damage by the Customer against the Company whether in contract or tort (including negligence on the part of the Company, its servants or agents) arising out of or in connection with any such defect act, omission, neglect or default referred to in sub-clause (b) of this clause.

d) Nothing in these Conditions shall limit any liability which cannot legally be limited, including liability for:

i) death or personal injury resulting from the negligence the Company, its employees or agents; or

ii) fraud or fraudulent misrepresentation; or

iii) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.

e) All equipment supplied by the Company will carry the manufacturer’s warranty/guarantee. The warranty period will be as stated by the original manufacturer. The Company will repair or replace items returned under warranty free of charge, excluding delivery which should be paid by the Customer. The labour and travel of the Customer (or that of its designated representative) will be charged at the current rate if an engineer is requested to attend site to fit any replacement Goods and this must be agreed in writing before site attendance.

f) Faulty mechanical Goods will be replaced free of charge during this period on a return to factory basis. The guarantee excludes accidental damage arising from misuse or any condition involving a use for which the goods were not designed. The guarantee will be void if any changes or modifications have been made to the Goods (including software changes) without prior consultation and written acceptance by the Company. The following items are excluded from warranty:

i) Drive bands

ii) Belts

iii) General wear and tear from normal use of any Goods.

14. BESPOKE GOODS

a) The Company shall be entitled to reject any materials supplied or specified by the Customer which the Company in its judgement considers unsuitable. Additional costs incurred by the Company if such materials are judged to be unsuitable will be charged to the Customer.

b) Quantities of materials supplied by the Customer shall be adequate to cover normal spoilage.

c) The Company accepts no responsibility for the accuracy or suitability of patterns, designs, tools or drawings, particulars or specifications relating to Bespoke Goods which are supplied by the Customer and the Company shall be entitled to accept the same as being without defect. The Company shall have no responsibility for the quality or fitness of Bespoke Goods for any particular purpose whether or not such purpose is made known to the Company and the conditions implied by Section 13 to 15 inclusive of the Sale of Goods Act 1979 and by Section 3 to 5 inclusive 7 to 10 and 13 to 15 inclusive of the Supply of Goods and Services Act 1982 shall be excluded. The Customer undertakes to indemnify the Company and to keep the Company fully and effectually indemnified against all actions, proceedings, claims, costs, loss, damage or expense whatsoever, whether arising in Contract or in tort which Company may suffer or incur as a result of any defect in the Bespoke Goods whether due to quality, design fitness for purpose or in any other way whatsoever unless the same is due directly to the negligence of the Company, its employees or agents.

d) The Customer represents and warrants to the Company that neither the Bespoke Goods nor the manufacture thereof by the Company will infringe any patent, copyright, registered design or any other proprietary right of any third party and the Customer further undertakes to indemnify the Company and keep the Company fully and effectually indemnified against all actions, proceedings, claims, costs, loss, damage or expense whatsoever in respect of any infringement by the Company of any patent, copyright, design, trademark or any other proprietary right which the Company may suffer or incur in connection with the execution and performance of the Contract and such indemnity shall extend to any amount including costs paid by the Company (upon legal advice) in settlement of any claim out of court.

15. CUSTOMER PROPERTY

a) All property supplied to the Company by the or on behalf of the Customer which is held by the Company for the purposes of the Contract or in transit to or from the Customer shall be deemed to be entirely at the Customer’s risk and the Company shall not be liable for any loss of or damage to such property whilst in the possession of the Company or in transit as aforesaid unless such loss or damage is due to the negligence of the Company, it employees or agents. In no circumstances whatsoever will the Company be liable for any consequential loss or damage arising there from. The Customer shall insure all such property for all risks.

16. LIEN

a) Without any prejudice to any rights and remedies which the Company may have under the Contract, the Company shall in respect of all debts of the Customer to the Company have a general lien on all goods and property belonging to the Customer in its possession (whether worked on or not) and shall be entitled upon the expiration of fourteen days’ notice to the Customer, to dispose of such goods or property as it thinks fits and to apply any proceeds of sale thereof towards the payment of such debts.

17. SAFETY

a) The attention of the Customer is drawn to the provision of Section 6 of the Health and Safety at Work Act etc. Act 1974. The Company will make available such information as is appropriate relating to the Goods and materials supplied as in its possession to ensure that as far as it is reasonably possible, they are safe and without risk to health when properly used.

b) The Customer hereby undertakes pursuant to Section 6(8) of the Health and Safety at Work etc Act 1974 to take such measures as are communicated in writing to the Customer by the Company and to take such other steps as are sufficient to ensure, so far as is reasonably practicable that the Goods will be safe and without risk to health when properly used. The Goods and materials shall not be regarded as properly used when they are used without regard to any relevant information or advice relating to their use which has been communicated to the Customer by the Company.

c) The Company shall not be liable to the Customer in any civil proceedings brought about by the Customer against the Company under any Health and Safety Regulations made pursuant to the Health and Safety at Work etc Act 1974 where such exclusion of liability is permitted by law.

d) The Customer shall indemnify and keep indemnified the Company in respect of any liability, monetary penalty or fine in respect of or in connection with the goods or services incurred directly or indirectly by the Company under the Health and Safety at Work etc. Act 1974 or any regulations, orders or directions made thereunder.

18. SEVERANCE

a) 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 un-applicable law, the same shall be deemed omitted here from and the validity and / or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired.

19. WAIVER

a) The rights and remedies of the Company under the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.

20. CONFIDENTIALITY

a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by subparagraph (b).

b) Each party may disclose the other party’s confidential information to:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; or

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.