TERMS AND CONDITIONS OF BUSINESS
In these Terms and Conditions of Business the following expressions shall have
the following meanings:
"The Company" shall mean Stratton Products Ltd.
"Customer" shall mean the other party to a contract for goods or services
supplied by the Company
"Goods" shall mean the goods or services supplied by the Company to the
"Contract" means the contract for the supply if the Goods formed by the
Company's acceptance of the Customer's order.
"Carrier" Means any person, firm or company engaged by the Buyer or the
Company under a contract for the carriage of the Goods.
1.1 Any variation of these terms and conditions in any document of the customer
is inapplicable unless accepted in writing by the Company.
1.2 All orders are accepted subject to these Conditions. No terms or conditions
put forward by the Customer or contained in any order form shall be binding on
2.1 Any price quoted by the Company or appearing on any literature published by
the Company is subject to variation without notice. Prices payable are ex works
and are those charged by the Company at date of despatch. Prices are subject to
packing and carriage charges at extra cost.
2.2 Prices are exclusive of all VAT, taxes, duties which shall be solely for the
2.3 When the Company gives an estimate or indication of price for work to be
carried out by the Company, it will exercise skill and judgement in doing so.
Such estimates are subject to accuracy of information provided by the Customer
and are usually based only on a superficial examination and will not include the
cost of any additional repairs or work found necessary. The company will inform
the Customer promptly of any proposed increase in estimated prices and the
reasons therefore and will only proceed with the approval of the Customer.
3.1 Unless otherwise agreed in writing the price of all work, goods and services
shall be due immediately on invoice date.
3.2 Pending receipt of payments in full without set off or deduction we reserve
the right to charge interest on any sums outstanding after 30 days at 4% over
Bank base rate.
4. DELIVERY & CONSEQUENTIAL DAMAGE
4.1 While the Company will do its utmost to adhere to any time stated for
delivery, it shall not be liable for any loss or damage howsoever caused, by any
delay in delivery, completion, or performance of any contract. Any time stated
for delivery shall not be a term of any contract or representation.
4.2 In the event of the Company being unable to supply or deliver goods ordered
it undertakes to refund any money paid in respect of such good, but shall not
otherwise be under any liability whatsoever. The Company shall not in any event
be liable for consequential damage or loss.
4.3 The products shall be at the Customer's risk immediately on collection from
the Company or on delivery to the Customer or on delivery to the Customer's
Carrier. The Buyer shall insure comprehensively the Goods against the usual
risk accordingly. The Company shall not be liable in any way whatsoever for any
delay, breakage or damage to or loss of the Products after the Company has made
delivery to the Customer.
5. DESIGN & SPECIFICATION
5.1 All drawings, photographs, illustrations, performance data, dimensions,
weights and other technical information specifications and particulars of the
Goods are published by the Company in the belief that they are as accurate as
reasonably possible but are not to be treated as being or as forming part of the
Contract. It is the responsibility of the Customer to ensure the accuracy of
all such materials and information and the Company accepts no liability in this
6. RESERVATION OF TITLE
6.1 The Company shall retain title to the Goods until it has received payment in
full of all sums due in connection with the supply of the Goods to the Customer
or in connection with any other transaction. For these purposes the Company has
only received a payment when the amount of that payment is irrevocably credited
to its bank account.
6.2 If any of the Goods owned by the Company is attached to or incorporated into
other goods not owned by the Company and is not identifiable or separable from
the resulting composite or mixed goods, title to the resulting composite or
mixed goods shall vest in the Company and be retained by the Company for as long
as and on the same terms as those on which it would have retained title to the
Goods in question.
6.3 If the Customer fails to make payment to the Company when due, enters in
bankruptcy, liquidation or a composition with its creditors, has a receiver,
manager or administrator appointed over all or part of its assets, or becomes
insolvent, or if the Company has reasonable cause to believe that any of these
events is likely to occur, the Company shall have the right without prejudice to
any other remedies:
6.3.1To enter without prior notice to any premises where the Goods owned by it
may be, and to repossess and dispose of any such Goods owned by it so as to
discharge any sums owed to it by the Customer.
6.3.2 To require the Customer not to re-sell or part with possession of the
Goods owned by it until the Customer has paid in full all sums owed by it to the
6.4 The Goods shall once the risk has passed to the Customer in accordance with
Clause 4.3 or otherwise be and remain at the Customer's risk at all times unless
and until the Company has retaken possession of such Goods.
7.1 The Company warrants to the Customer that the Goods will be free from
defects in materials and workmanship for a period of twelve months from the date
of delivery to the Customer (the "warranty period"). Provided the Customer makes
a full inspection of the Goods immediately upon receipt and thereafter gives the
Company written notice containing full particulars of any defects it discovers
and the circumstances in which such defects occurred, the Company shall, at its
sole option, either repair, replace or give credit for price of any such Goods
which its examination confirms are defective in material or in workmanship
within the warranty period provided that the Customer has adhered to the payment
provisions herein and further provided that:
a). The Customer returns the defective Goods to the Company or its authorised
service depot (as directed by the Company) and pays all transportation charges,
duties and taxes associated with the repair, replacement and return of the Goods
to the Customer, or:
b). If, at the Company's option, the Company arranges for a technician to visit
the Customer's location to repair or replace the defective Goods, the Customer
pays all transportation charges for the technician and his equipment, including
any applicable duties and taxes, accommodation and living expenses and normal
charges for the technician's time while travelling and for delays beyond the
Company's control (save that the Customer shall not be liable for any charge in
respect of the technician's time on site actually engaged in carrying out the
repair or replacement of such defective Goods).
7.2 The repair or replacement of defective Goods during the warranty period in
accordance with clause 7.1 shall not extend the period of the warranty of such
7.3 The provisions of clause 7.1 do not extend to any Goods which have been
subjected to misuse, accident or improper installation, maintenance, application
or operation nor do they extend to Goods which have been repaired or altered
other than by the agents or employees of the Company unless previously
authorised in writing by the Company.
7.4 The warranty contained in clause 7 is expressly accepted by the Customer in
lieu of any and all other terms, warranties conditions or liabilities whether
express or implied, in fact or in law, relating to the state, quality
description, capacity, design, construction, operation, use or performance of
the Goods or to the merchantability, repair, or fitness for a particular purpose
of the Goods or otherwise. No agreement varying or extending the same will be
binding upon the Company unless in writing signed by the proprietor of the
7.5 Unless the proprietor of the Company otherwise expressly agrees in writing,
in no circumstances will the Company's liability to the Customer for any breach
of the warranty contained in clause 7 exceed the price paid for the products
with respect to any claim made.
8. LIMITATION OF LIABILITY
8.1 Save as expressly provided in clause 7 the Company shall have no liability
whatsoever to the Customer for any indirect, special, consequential or
incidental loss or damage of any kind suffered or incurred by the Customer
howsoever caused or arising, whether from breach or non-performance of any of
its obligations under the Contract or from the supply, installation,
performance, operations or use of the Goods, except liability for death or
personal injury arising from the Company's proven negligence.
9.1 Notices to a Customer shall be deemed to have been sufficiently served if
sent by first class post to the Customer's last known address. Notices to the
Company should be sent to its principle trading address.
10. LAW OF CONTRACT
10.1 Any Contract entered into by the Company shall be governed by English law
and shall be subject to the exclusive jurisdiction of the English Courts.