Thornhill Heat Exchangers

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Bells Heat Transfer Ltd

1. Definitions

The “Purchaser,” “Seller,” the “Goods” and the “Services” are as

defined on the face of the Invoice.

2. Variation of Conditions

Unless otherwise agreed in writing by the Seller the Goods and

Services are supplied by the Seller only on these conditions and

no variation of, or addition to (whether contained in any

document emanating from the Purchaser or made orally by any

person acting or purporting to act on behalf of the Seller) shall

have effect unless it is accepted by the Seller in writing. Should

any of these conditions conflict with any conditions stated in the

Purchaser’s order these conditions shall prevail. The giving by the

Purchaser of any delivery instructions for the Goods, or any part

thereof, or the acceptance by the Purchaser of delivery of the

Goods, or any part thereof, or the completion of the Services or

any conduct by the Purchaser in confirmation of the transaction

set out on the basis hereof after, receipt by the Purchaser of this

document shall constitute unqualified acceptance by the

Purchaser of these Conditions. A quotation shall only constitute

an invitation to treat. All orders are subject to acceptance by the

Seller on an official form of Acknowledgement of Order signed on

behalf of the Seller. The Purchaser’s acceptance of the

Acknowledgement of Order shall be deemed to include acceptance

of these Standard Conditions.

3. Passing of Property

(A)
The property in the Goods shall notwithstanding delivery to
the Purchaser remain in the Seller until the Purchaser has paid the
full price for all of the Goods. Until such full payment the
Purchaser shall keep the Goods for the Seller in the capacity of
bailee. If at any time payment of the price or of any other sums
due to the Seller is overdue, the Seller may by its servants or
agents enter any premises where the Goods are believed to be
and recover and dispose of the Goods and the Purchaser shall
make no claim against the Seller in respect of such entry or
disposal. Until full payment the Purchaser shall keep the Goods
identifiable and separate from all other goods in its possession and
shall deal with the Goods as directed by the Seller. The Seller shall
be entitled where the Goods have been fixed or attached to any
other product to detach the Goods in order to recover possession
of them.

(B)

Title to tooling used in the manufacture of goods does not

pass to the Purchaser, even where the Purchaser has been

charged for this.

4. Passing of Risk

(A)

The risk in Goods supplied overland shall pass to the Purchaser

immediately on delivery to the Purchaser’s designated premises or

to the carrier whichever shall first occur. The risk in goods

supplied by sea or air transport shall pass to the Purchaser on

delivery to the carrier. The Seller will at the Purchaser’s written

request, cost and risk arrange for the Purchaser’s express

instructions as to transit and packaging for sea or air transport to

be carried out. Whilst the Goods remain the property of the Seller,

the Purchaser shall insure them at its cost and produce evidence

of insurance cover to the Seller on demand.

(B)

Where items of the Purchaser’s plant are despatched to the Seller

for repair or refurbishment they remain at the Purchasers risk

throughout and the Purchaser should ensure that they are

covered by its own insurance arrangement.

5. Despatch/Delivery

(A)
When it is necessary for the Purchaser to supply particulars in
connection with the construction of the Goods or do any other
act to enable the Seller to despatch the Goods, such particulars
must be furnished or such other act performed in good time to
enable the Seller to effect despatch on the date stated in the
contract. In the event of the Purchaser’s failure to comply with
this Condition, the Seller may at its option cancel the contract in
whole or in part by giving written notice thereof to the Purchaser.

(B)

Delivery dates in any contact are estimates only and the Seller

shall be entitled to delivery within 30 days of such dates. In any

event the Seller’s compliance with such delivery dates is

dependent upon any items being obtained from third parties being

delivered to the Seller in accordance with the scheduled

timetable.

6. Delivery by Instalments

If any order for Goods is to be delivered by several instalments to

the Purchaser, each instalment shall be treated as a separate and

identifiable contract and the rights of either party to the Contract

shall be construed accordingly, save only that the Seller may

suspend delivery of the Goods whilst payment is overdue in

respect of any previous instalment. If the Seller shall fail to make

delivery or shall make defective delivery of any instalment, such

failure or defective delivery shall not affect the obligations of the

parties under the contract of which these Conditions form part in

respect of the other instalments.

7. Non-Delivery/Loss/Damage/Defect

The Seller shall be notified in writing of the non-receipt of any

goods by the Purchaser or his nominated carrier within 7 days of

the invoice date, failing which the Seller shall be under no liability

whatsoever to the Purchaser, who shall nevertheless hold the

Seller indemnified against any loss arising or damage suffered

through failure to inform the carriers or the Insurers within the

required time limits. The Purchaser must notify the Seller of any

alleged defect in or damage to the Goods within 7 days of the

problem being identified and in any event within 120 days of

actual receipt. Thereafter the Purchaser shall be deemed to have

accepted the Goods in all respects. Any such notice must specify

the particular defect and must afford the Seller reasonable

opportunity to inspect the Goods in question. If the Goods are

agreed by the Seller to be defective or faulty the Seller will (at its

option) either rectify the defect or fault or replace any such

goods or credit the invoice value of the goods and such

rectification or credit will be in full satisfaction of any claim by the

Purchaser.

8. Disclaimer

The Seller cannot accept any liability on Goods sold directly to the

Purchaser for incorrect assembly / servicing where work has not

been carried out by the Seller’s trained Engineers. The Purchaser

must assess and confirm that Goods sold to them are produced in

accordance with their specification and that the Goods or Service

meets the requirements for the specific application or applications.

The Supplier will however guarantee workmanship and materials

providing all work carried out is completed by the Suppliers

Service Engineers.

9. Consequential Loss

The Seller accepts liability for any death or personal injury caused

by the negligence of the Seller of the Seller’s employees acting in

the course of their employment. The Seller shall be under no

liability whatsoever (including without prejudice to the generality

of the foregoing any liability in loss or for consequential loss or

damage of any kind) for any defect in or failure of, or unsuitability

for any purpose of the goods or any part thereof whether the

same be due to any act, omission, negligence or wilful default of

the Seller or its servants or agents or to faulty design,

workmanship or material or any other cause whatsoever, including

(without prejudice to the generality of the foregoing) any breach

by the Seller, its servants or agents of any fundamental term or

any fundamental breach by the Seller, its servants or agents of

any term, of the contract of which these Conditions form

part: and all other conditions, warranties or other terms whether

express or implied statutory or otherwise inconsistent with the

provisions of these Conditions are hereby expressly excluded,

except for provisions relating to death or personal injury caused

by the Seller’s negligence. In the event that the Seller is found to

be liable for any negligence (other than any act leading to death

or personal injury), the Seller’s liability shall be limited to the

invoiced value of the Goods and/or Services supplied.

10.Force Majeure

The Seller shall not be liable for any failure to observe, or breach

of any of, the terms of the Contract by reasons of acts of God,

war, riots, civil commotions, strikes, lock-outs, trade disputes,

fires, breakdowns, interruptions of transport, Governmental action,

delay in delivery by the Seller’s suppliers or any other cause

whatsoever beyond its control. In all such circumstances except

where Goods are in transit either the Seller or the Purchaser may

terminate the unperformed part of any contract of which these

Conditions form part by notice in writing delivered to the other

party hereto within 14 days of the Seller giving written notice to

the Purchaser of the occurrence of such action or circumstance

as makes the Seller fail to observe, or break, the terms hereof.

11.Price Variations

The Seller shall be entitled to adjust the purchase price of the

Goods or Services whether before or after the making of the

agreement to which these Conditions relate in the event of any

variation in the cost to the Seller of supplying the Goods or

Services, or any part thereof, caused by any reason whatsoever

beyond the control of the Seller including (without prejudice to

the generality of the foregoing) changes in Exchange Rates,

inflation or the action of any Government or Authority. If the

purchase price at the date of delivery shall be higher than that at

the date of confirmation of order, the Purchaser may within 7

days after receipt from the Seller of notice of the adjusted price

and provided the Goods are not in transit terminate the contract

to which these Conditions relate with respect to such goods

and/or all goods thereafter to be delivered under the terms hereof

without further obligation or liability on the part of either

party. Any increase in delivery charges imposed on the Seller after

the date of confirmation of order shall be for the account of the

Purchaser. Where a fixed price has been agreed for the provision

of Services, the Seller shall be entitled to increase the price to

take into account any of the following: Services which are agreed

to be carried out outside the Seller’s normal working hours or

which cannot be carried out when the Company is working in any

given area, additional costs incurred by the Seller as a result of

the Purchaser’s instructions or lack of instructions and any

increase in the Seller’s costs.

12.Recommendations

Whilst all written recommendations made by the Seller as to the

treatment of the Goods are made in good faith and in the belief

that they are correct, the Seller shall have no responsibility

whatsoever for any damage, liability, cost, claim or expense

suffered by the Purchaser or any third party through following

such recommendations, except for liability for death or personal

injury.

13.Specification Alterations

(A)
The Purchaser must give the Seller precise details of the intended
use and function of the Goods to assist the Purchaser in their
design and manufacture.

(B)

The Seller reserves the right to alter the specification of any

Goods without prior reference to the Purchaser, provided that the

Goods comply in all other known respects with the Purchaser’s

requirements.

14.Payment

The Purchaser shall make payment in cash within 30 days of the
month in which the Goods are delivered except where the Seller has given its consent in writing to a different arrangement. In the event of non-payment by the Purchaser, the Seller shall be
entitled to charge interest at a daily rate equivalent to 3% over
the base rate of Lloyds TSB Bank Plc from time to time in force on any overdue sums. All prices are exclusive of VAT. The money of account shall be Sterling. Where payment is made by the
Purchaser without reference to a specific invoice, the Seller may appropriate any payment received to any outstanding invoice.

15.Trade Marks/Patents

The supply of Goods by the Seller shall not confer any right upon

the Purchaser to use any of the Seller’s trade marks without prior

written consent of the Seller and at all times such trade marks

shall remain the property of the Seller. Neither does it imply any

right to use any of the Seller’s patents or any indemnity against

infringement of third party patents.

16.Assignment and Sub-Contracting

(A)
If the Purchaser has sub-contracted the Goods or Services to the Seller on behalf of its own customers, the Purchaser may assign the benefit of this contract to its own customer, provided that full details of the customer and its requirements have been provided to the Company at the time the Purchaser’s order is placed with the Seller otherwise the Purchaser shall not, without the Seller’s prior written consent, assign or transfer or purport to assign or
transfer the contract to which these conditions relate or its benefit to any other person.

(B)

The Seller may sub-contract any of its obligations under the

contract.

17.Indulgence

No indulgence or forbearance extended to the Purchaser shall limit

or prejudice any right or claim available to the Seller.

18.Cancellation

(A)
If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding-up or a Court shall make an order to that effect, or if not being an incorporated company shall have a receiving order made against it or if there shall be any breach by the Purchaser of any of the terms or conditions herein, the Seller 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 of Goods delivered and to damages for any loss suffered in consequence thereof.