Terms & Conditions of Sale

1. DEFINITIONS. IN THESE CONDITIONS, THE FOLLOWING DEFINITIONS APPLY:

1.1 Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.

1.2 Customer: the person or firm who purchases the Goods from the Supplier.

1.3 Goods the goods (or any part of them) set out in the Order.

1.4 Order: the Customer’s order for the supply of goods, as set out in the Supplier’s quotation.

1.5 Supplier: Jason Hydraulics Limited registered in England and Wales with company number 3782851

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement between the parties to the exclusion of any other terms that the Customer seeks to impose or incorporate whether by purchase order or otherwise. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. Both parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature disclosed by one to the other unless otherwise agreed in writing.

2.4 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 2 months from its date of issue.

3. GOODS

3.1 The Goods are those described in the Order and all intellectual property rights in their design, manufacture or otherwise will remain the sole property of the Supplier, unless agreed otherwise in writing.

3.2 It is the Customers’ responsibility to ensure that the Goods are suitable for the purpose for which the Customer requires them.

3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements and the Customer will fully indemnify the Supplier in respect of any claims made by third parties against the Supplier whether for breach of intellectual property rights or otherwise for manufacturing in accordance with any specification from the Customer.

4. DELIVERY OF GOODS

4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready, and the delivery shall be completed on the Goods’ arrival there or by prior agreement the customer shall collect the goods and delivery shall be completed upon collection.

4.2 Whilst reasonable efforts are made to comply with the customer’s delivery requirements the Supplier shall not be liable for any delay in delivery.

4.3 If the Supplier fails to deliver the Goods through its own negligence or other legal default, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

4.4 If the Customer fails to accept or take delivery of the Goods after notification as per clause 4.1 then delivery of the Goods shall be deemed to have been completed 7 days after notification and the Supplier shall store the Goods until delivery takes place, and the Customer shall pay the Supplier for all related costs and expenses (including insurance) with the Supplier being entitled to resell or otherwise dispose of part or all of the Goods to recover losses including loss of profit after 28 days.

4.5 The Customer shall not be entitled to reject the Goods if short delivery takes place, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

5. QUALITY OF GOODS AND REPAIRS

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery in respect of newly manufactured goods and for a period of 3 months in respect of reconditioned goods (warranty period), the Goods shall conform in all material respects with their description, be free from material defects in design, material and workmanship.

5.2 The Supplier will also provide the customer with a three months’ warranty for workmanship and materials from the date of delivery for any goods repaired by the supplier at the customer’s request whether those goods were originally manufactured or reconditioned by the Supplier or a third party.

5.3 Subject to clause 5.4, if the Customer gives notice in writing during the warranty period within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in clauses 5.1 and 5.2, the Supplier is given a reasonable opportunity of examining such Goods and the Customer returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clauses 5.1 and 5.2 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice.

(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer.

(d) the Customer alters or repairs such Goods without the written consent of the Supplier.

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions, accident or any other cause outside the supplier’s control.

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.5 The Supplier shall not be responsible for the cost of or consequential to reinstalling the Goods into other products of the Customer or its customers.

5.6 Except as provide in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1 and 5.2.

5.7 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.3.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for both the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee and give the Supplier such information relating to the Goods as the Supplier may require.

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery.

(d) notify the Supplier immediately if any of the events listed in clause 9.1 occur.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1 or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. CHARGES AND PAYMENT

7.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

7.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to any factor beyond the control of the Supplier, any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification or any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods

7.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery and the Customer shall pay each invoice submitted by the Supplier in full and in cleared funds within 30 days from the end of the month in which the invoice was rendered and time for payment shall be of the essence of the Contract.

7.4 All prices quoted are exclusive of value added tax (VAT) which is payable by the customer in addition.

7.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the annual rate of 8% on any balance outstanding from the due date.

7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7.7 If the Customer fails to make payment when due the Supplier will be discharged from further performance of the Contract and may appropriate for payment any funds being held by the Supplier on the Customer’s behalf.

8. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 Nothing in these Conditions shall limit or exclude the Supplier’s statutory liability or liability for fraud or fraudulent misrepresentation and this clause 8 shall survive termination of the Contract.

8.2 Subject to clause 8.1:

(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the goods.

8.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) The Customer commits a material breach of its obligations under this Contract (including failure to pay in full by the due date) and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so.

(b) The conduct of the Customer in the Supplier’s reasonable opinion is inconsistent with due performance of its contractual obligations.

(c) The Customer is served with a winding up or bankruptcy petition, goes into liquidation, administration, bankruptcy, makes an arrangement with creditors, suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or any event occurs, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 9.9.1(b);

(d) The Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

9.2 On termination of the Contract for any reason

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of termination by the Supplier due to a Force Majeure Event any payment made by the Customer in advance will be refunded; and

(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10. FORCE MAJEURE

10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of supplier or subcontractors.

10.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event and the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately or after such further period of time as the parties may agree by giving written notice to the Customer.

11. GENERAL

11.1 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

11.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.

11.6 Law and Jurisdiction. This agreement, the Contract and any dispute or claim arising therefrom shall be governed by and construed in accordance with the law of England and Wales whose courts shall have exclusive jurisdiction to settle any dispute or claim arising.