Terms And Conditions

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply.Buyer: the person, firm or company who purchases the Goods from the Company.
Company: John Crane Limited, a company registered in England and Wales with number 01827440.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2 A reference to a particular law is a reference to it as it is in force from time to time including any amendment or re-enactment.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any other document before or after the Contract is made).

2.2 These conditions apply to all the Company's sales and any variation to these conditions and any statements, promises or representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised official of the Company.

2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or the Company despatches the Goods to the Buyer.

2.5 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches the Goods or issues an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date (or such other period as is stated on the quotation), provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising (including any descriptions in the Company's catalogues) issued by the Company are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample. The Company reserves the right to make minor alteration to the design, specification or construction of the Goods without prior notification to the Buyer.

4. DELIVERY

4.1 Unless otherwise agreed in writing by the Company prior to the order, delivery of the Goods shall take place at the Buyer's last known place of business. The Company reserves the right in its absolute discretion to choose the means of carriage to the Buyer.

4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence. If no dates are so specified, delivery shall be within a reasonable time.

4.3 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 howsoever caused, nor shall any delay entitle the Buyer to terminate or rescind the Contract.

4.4 If for any reason the Buyer fails to accept delivery of any of the Goods at the agreed time for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, then 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).

4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods. Delivery shall be deemed to have taken place upon removal of the Goods from the delivery vehicle.

4.6 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing or repairing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of the delivery. The Buyer shall procure that any apparent damage to the Goods or their packaging upon delivery is recorded on the carrier's delivery note/manifest, and shall notify the Company of the same as soon as practicable.

6.2 Ownership of the Goods shall not pass to the Buyer 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 the Company from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly;
(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale; and
(c) any such sale shall not be made at below the cost price to the Buyer of the Goods.

6.5 The Buyer's right to possession of the Goods shall terminate immediately if prior to ownership of such Goods passing to the Buyer in accordance with clause 6.2 above:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.

6.6 In the event that the Buyer's right to possession of the Goods is terminated pursuant to clause 6.5 the Buyer shall at its own expense return the Goods to the Company forthwith to the point of despatch.

6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

6.9 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.10 On termination of the Contract, howsoever caused, the Company's rights contained in this condition 6 shall remain in effect.

7. GENERAL

7.1 The Buyer covenants with the Company that it shall not sell or otherwise dispose of the Goods to any person, firm or company located outside the European Community and the Buyer shall indemnify the Company against any costs, claims, damages or expenses whatsoever and howsoever caused directly or indirectly as a result of a breach of this clause by the Buyer.

7.2 The Buyer shall be responsible for complying with any legislation or regulations governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Buyer shall fully indemnify the Company against any fines, penalties, costs, claims damages, losses and expenses suffered by the Company as a result of the Buyer failing to comply with this condition

7.2
7.3 The Buyer agrees not to infringe or do anything likely to infringe any trade mark, patent, copyright, design or other intellectual property right in the Goods of which the Company has the benefit.

8. RETURNS

8.1 The Company does not supply Goods on a "Sale or Return" or "Sale and Exchange" basis but may at its absolute discretion decide to take back and Goods already supplied to the customer and to charge a handling fee of not less than 10 per cent of the full pro-rata invoice price of the Goods.

8.2 Any samples submitted to the Buyer must be returned within 10 days of any request from the Company. If the sample Goods are not so returned clause 6.7 above shall apply. For the avoidance of doubt all intellectual property rights in the Goods remain with the Company at all times and the Buyer may not copy, or reverse engineer (or similar) any of the Goods or samples thereof.

9. PRICE

9.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of the order provided that delivery is to take place within 30 days from the date of the order.

9.2 The prices for the Goods shown in the Company's price list are subject to a minimumcarriage paid order value. At its absolute discretion the Company may accept an order for less than this minimum in which case a surcharge at the Company's standard rates from time to time in force may be added to the price of the Goods.

9.3 The Company reserves the right to increase the price quoted if the cost of the Goods to the Company increases by more than 5 per cent.

9.4 The price for the Goods shall be exclusive of any value added tax.

10. PAYMENT

10.1 Subject to condition 10.4, payment of the full amount due for the Goods is due in pounds sterling within 30 days of the end of the month of the Company's invoice. For the purpose of this clause, "full amount due" constitutes the price of the goods plus any charges to value added tax and any carriage costs. The Company shall be entitled to send an invoice as soon as the Goods are delivered or ready for delivery.

10.2 Time for payment shall be of the essence and, where any payment becomes overdue, payment for all Goods ordered by the Buyer shall become due and payable immediately.

10.3 No payment shall be deemed to have been received until the Company has received cleared funds.

10.4 All payments payable to the Company under the Contract shall become due immediately on its termination.

10.5 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.

10.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

10.7 The Company reserves the right to recover from the Buyer all direct expenses reasonably incurred by the Company in collection of any overdue sums.

10.8 Without prejudice to the foregoing, if the Company reasonably believes that there is reason to doubt that the amounts due from the Buyer under the terms of the Contract (or any other contract or arrangement between the Company and the Buyer) will be paid in full according to the terms thereof, then the Company reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the Buyer and the Buyer shall indemnify the Company against all losses sustained or extra expenditure incurred attributable to a resultant suspension of manufacturing, ordering, delivery or other work or services, including a reasonable allowance for storage. Where payment requested in accordance with this condition is not received within 30 days of demand, the Company reserves the right to sell or dispose of the Goods produced for the Buyer and to recover any additional loss from the Buyer.

11. QUALITY

11.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

11.2 The Company warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979. The Company does not warrant that the Goods are fit for any particular purpose, whether or not such purpose is known or ought to be known to the Company.

11.3 The Company shall not be liable for a breach of the warranty in condition 11.2 unless:
(a) the Buyer gives written notice of the defect to the Company within 5 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business for examination.

11.4 The Company shall not be liable for a breach of condition 11.2 if either, the Buyer makes any further use of such Goods after giving such notice, the defect arises because the Buyer failed to follow the Company's or the manufacturer'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, or the Buyer alters or repairs such Goods without written consent of the Company.

11.5 Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with the warranty in condition 11.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall return the Goods or the part of such Goods which is defective to the Company.

11.6 If the Company complies with condition 11.5 it shall have no further liability for a breach of the warranty in condition 11.2 in respect of such Goods.

11.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on the terms of clause 11.2.

11.8 Where the Goods are to be supplied by the Company in accordance with a specification submitted by the Buyer, 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 for infringement or any patents, copyright, design, trademark or other industrial or intellectual property rights of any other person, firm or company which results from the Company's use of the Buyer's specification.

12. LIMITATION OF LIABILITY

12.1 Subject to condition 4, condition 5 and condition 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 representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

12.2 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.

12.3 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.

12.4 Subject to condition 12.2 and condition 12.3:
(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.

12.5 By accepting delivery of the Goods, the Buyer agrees to indemnify the Company against all losses, damages, costs, actions, claims, demands, fees and other expenses (legal or otherwise) the Company may incur in consequence of the Goods being (whether in whole or in part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of such claim was directly caused by an act or omission of the Company.

13. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company.

14. TERMINATION

14.1 The Company shall, at its option be entitled by notice to terminate all or any of its contract with the Buyer forthwith and recover all expenses, losses and damage resulting to the Company including (but without limitation to) loss of profit or other consequential loss where the Buyer has committed a material breach. For the purposes of this clause, "material breach" includes but is not limited to, any event listed in condition 6.5; failure to make a payment under condition 10.1 or 10.8; failure to take delivery of any Goods within 14 days of being notified that such Goods are ready for delivery; or any breach of any of the terms and conditions of the Contract which has not been remedied within 5 days of receipt of a notice specifying the breach and requiring remedy.

15. GENERAL

15.1 If any provision of the Contract or part thereof is found to be unenforceable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.3 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.

15.4 The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16. COMMUNICATIONS

16.1 All communications between the parties pursuant to these Terms and Conditions shall be in writing and delivered by registered or recorded delivery post, to the registered office of the relevant party or such other address as shall be notified by the relevant party.

16.2 Communications shall be deemed to have been received 5 days after the date of posting.