Terms & Conditions of sale
In these Conditions “the Company” means RHF Fans Limited and includes any subsidiary of the Company by which goods are sold.
1. APPLICATION AND VARIATION OF CONDITIONS These conditions shall be incorporated in all Contracts for the sale of goods by the Company and any provision of the Customers order which is inconsistent with them shall be of no effect. These conditions cannot be varied without the prior written agreement of the Company stating the variation and referring expressly to the Condition which is to be varied.
2. FORCE MAJEURE We cannot accept any liability to the extent to which fulfilment of our obligations is prevented, frustrated or impeded as a consequence of any statute, rules, regulations, import and export restrictions or as a result of strikes, lock-outs or industrial action of any kind, fire accident, civil disturbance, weather, Act of God, orders or requisitions by any Government Department, Council or other competent authority or any other circumstances beyond our control. We undertake, however, to take all reasonable steps to overcome difficulties arising therefrom. If by reason of any of such circumstance performance within a reasonable time becomes impossible either party shall be entitled to terminate the Contract by notice in writing to the other.
3. VALIDITY Unless previously withdrawn, our quotation is open for acceptance within 30 days from the date thereof unless otherwise stated, and is subject to our confirmation at the time of such acceptance.
4. ACCEPTANCE The acceptance of our quotation must be accompanied by sufficient information to enable us to proceed with the work, otherwise we may amend our prices and other terms to cover any increase in cost or other change in circumstances which has taken place after acceptance.
5. LIMITS OF CONTRACT Our quotation includes such goods, accessories and work as are specified therein. Erection is not included unless specifically agreed in writing. Our terms for erection, installation or commissioning are available on request and will apply to any contracts or orders to the extent that we accept an order for such work.
6. DRAWINGS, ETC All specifications, performance curves, drawings and particulars of weights and dimensions submitted with our tender are approximate only, and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the Contract. After acceptance of our tender a set of certified outline drawings will be supplied free of charge on request.
7. INSPECTION AND TESTS Our products are carefully inspected and, where practicable, submitted to our standard running tests at our works before despatch. If tests other than those specified in our tender or tests in the presence of you or your representative are required, these will be charged for. In the event of any delay on your part in attending such tests or in carrying out any inspection required by you after seven days notice that we are ready , the tests will proceed in your absence and shall be deemed to have been made in your presence.
(a) All fan types have been tested in accordance with methods prescribed in BS 848 Part 1. Performance tolerances to form part of a Contract are not specified in this standard but are suggested in order to promote uniformity of practice.
A complete fan characteristic extends from zero fan static pressure to zero inlet flow. Only part of this characteristic is normally used and the range of volume flows for which the fan is suitable is called the ‘normal operating range’. Outside of this normal operating range of flows the uncertainty of measurement is liable to increase and unsatisfactory flow patterns may develop at inlet and outlet. Tolerances therefore should include an allowance for uncertainty of measurement together with an allowance for manufacturing variation where performance even of nominally identical fans can vary.
The cost of precision in fan manufacture and the need for accuracy in achieving a specified performance vary over too wide a range to permit any general tolerance recommendation.
Having regard for the above, the performance figires given in our quotation or offer in relation to volume, pressure, speed, efficiency, horsepower and noise are based on tests carried out and our extensive experience in fan engineering and therefore are such as we expect to obtain in practice. Whereas these figures are not guaranteed we would reasonably expect to achieve the volume performance to a tolerance of + or – 5% within the motor power recommended in our quotation or offer based on the BS 848 Part 1 for establishing the ‘departure’ which is through a system resistance line drawn from the duty point to the measured fan characteristic where total or static pressure varies as the square of the flow.
This fulfils the volume tolerance set out in tolerance recommendation for volume in Class ‘B’ in BS 848 Part 1. In certain instances reduction or increase in speed may be necessary.
(b) In the event that one or more of (1) volume, (2) pressure, (3) efficiency, (4) absorbed power, (5) noise, is required to be guaranteed then the tolerance for each must be clearly stated. It may be necessary to call for closer precision of measurement, closer precision of manufacture and/or a higher duty for fan selecion in the first instance in order to meet the tolerance guarantee. Increased costs may be involved and these will be negotiated prior to acceptance of the Contract.
Having specifically stated in writing that we will guarantee the performance to the agreed tolerance, in the event of failure to obtain such figures and having been given reasonable time and opportunity to do so, the Customer may give us notice in writing to cancel the Contract and we will return any sum paid on account of the price but without interest; or the Customer can elect to retain the goods subject to a reduction in respect of any loss that has been suffered as a result limiteed to 10% of that part of the price properly attributable to the goods which have failed.
Subject as aforesaid we shall be under no liability whatsoever in respect of failure to obtain performance figures.
The Customer must assume responsibility that the goods stipulated by the Customer are sufficient and suitable for the Customers purpose.
(a) DELIVERY DATES AND DELIVERY Dates or periods for delivery are approximate and are given for information only. Failure by the Company to comply with any such dates or periods shall not constitute a breach of Contract and shall not entitle the Customer to treat the Contract as terminated or to any other remedy against the Company.
(b) The Company shall be entitled to supply the goods from any of its locations and unless otherwise agreed the method of carriage shall be at the Companys discretion. The Company shall be entitled to charge the Customer the costs of transportation of the goods to the destination specified by the Customer. If the Company so agrees the Customer may collect the goods in which event when the Customer is notified that the goods are ready for collection the Customer shall collect them within three days of being notified and if the Customer fails to do so the Company may despatch the goods to the Customer at the Customers risk and expense or store them at the Customers risk and expense. The Company shall also be entitled to charge the Customer any costs, charges or expenses incurred by the Company as a result of any detention of any vehicle in consequence of any act or omission of the Customer, its employees or agents, or as a result of any special requirements of the Customer which are not on terms of or provided for in the
If a firm delivery time is specifically agreed in writing by us thereby forming part of the Contract and we fail to deliver the goods by such time for reasons other than matters beyond our control (including but not limited to any act of default of the Purchaser), and the Purchaser can show he has suffered a material loss as a direct result thereof he may, by giving us notice in writing within a reasonable time, claim a reduction in the price equal to 1/2% of that part of the price which is properly attributable to such portion of the goods as cannot in consequence of such failure be put to the use intended for each complete week of delay but not exceeding 5% thereof.
(d) If any part of the goods in respect of which the purchaser has become entitled to claim the maximum reduction under paragraph (c) above remains undelivered the purchaser may give us notice fixing a final time for delivery which shall be reasonable taking into account the delay which has already occured. If, notwithstanding such notice, we fail to effect delivery, the Purchaser may cancel the Contract forthwith by notice in writing and the Purchaser may recover any loss he has suffered up to a limit of 10% of such part of the price as is properly attributable to such part of the goods which, as a consequence of our failure, could not be put to its intended use. Except as provided above, we shall not be liable for damages of any kind suffered by the Purchaser due to delay.
10. PASSING OF RISK IN THE GOODS The risk in the goods shall pass to the Customer upon delivery. Delivery shall be deemed to take place:
(a) in the case of goods to be collected from the Company’s premises by the Customer or the Customer’s agent including any independant carrier engaged by the Customer at the time when the loading of the goods on to the vehicle collecting them is completed.
(b) in any other case when the unloading of the goods at the location nominated by the Customer or the Customer’s agent for delivery has been completed.
11. LOSS OR DAMAGE IN TRANSIT The Company will entertain a claim by the Customer in respect of loss or damage in transit to the location nominated by the Customer or his agent only if :
(a) The Customer gives written notice to the Company within 24 hours after receiving the goods and having signed all delivery notes indicating such damage or loss.
(b) Where the goods are transported by an independant freight carrier the Customer complies in all respects with the freight carrier’s conditions of carriage for notifying claims for loss or damage in transit.
12. ACCEPTANCE The Customer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the Contract unless:
(a) Within 21 days after receipt of the goods and prior to their use or resale the Customer serves on the Company a written notice specifying any defect in the quality or state of the goods or other respect in which the goods are not in accordance with the Contract which would be apparent upon inspection and thereafter provides the Company with a reasonable opportunity of inspecting or testing the goods before they are used or resold.
(b) If any defect in the quality or state of the goods, or other respect in which the goods are not in accordance with the Contract, would not be apparent upon careful inspection or reasonable testing, the Customer serves on the Company written notice of such defect or respect forthwith upon its discovery and, in any event, not more than 12 months after receipt of the goods specifying the matters complained of and according the Company a reasonable opportunity of inspecting the goods before any making good or replacement is undertaken. The Seller shall provide such opportunity notwithstanding that the goods may have been incorporated into the property of a third party or are located in or above or under land or premises of a third party.
13. LIABILITIES, ACCIDENTS AND DAMAGE
(a) Subject as hereinafter provided our liabilities in respect of the goods will be limited to the repair or replacement of defective parts as specified in paragraph (d) below.
(b) We shall indemnify the Purchaser in respect of personal injury to or the death of any person caused by our negligence or that of our employees acting during the course of their employment.
(c) We shall indemnify the Purchaser in respect of damage to property directly resulting from our negligence or that of our employees acting as aforesaid in relation to the manufacture, supply or erection of the goods provided that our liability under such indemnity shall not exceed the sum (to be agreed) in relation to any one event or series of events araising from the same cause.
(d) We undertake to make good any defect which may appear under normal, proper use during the guarantee period which is due solely to faulty design, materials or workmanship, provided we are notified immediately the defect is discovered and that defective parts are promptly returned to our premises all charges pre-paid. The repaired or new parts will be delivered free in the U.K. or in the case of goods for export F.O.B. port of shipment. Defective parts so replaced remain our property. Where goods cannot be returned our service engineers are available to make good or carry out replacements on site, but assistance and access must be provided by the Customer or third party in al cases. Reasonable time and opportunity must be provided to inspect and carry out this work.
If reasonable time and opportunity is not given and the Customer proceeds with the work without express written agreement from the Company then our warranty is automatically terminated and no charges for the work will be accepted by the Company.
Unless otherwise stated in our quotation or order confirmation the guarantee period is twelve months from the date of delivery or if delivery is delayed for reasons beyond our control, from the date the goods are ready for despatch. All liability on our part ceases at the end of the guarantee period.
(e) The undertaking in paragraph (d) above is in lieu of all conditions, warranties or other terms as to description, quality, fitness for purpose or otherwise which are hereby excluded and subject and without prejudice to the express indemnities in paragraphs (b) and (c) above we accept no liability for loss or damage of any kind arising directly or indirectly from the supply, erection or installation of the goods, whether in contract tort or otherwise (including without limitation any loss of profit or contracts or any other indirect or consequential loss or damage).
14. TEST CERTIFICATES The Company shall not be obliged to provide test certificates unless the Customer has requested such certificates a reasonable time in advance of delivery and the Company shall be entitled to charge a reasonable fee for each such certificate.
15. PRICE AND PAYMENT The Company reserves the right to vary the price of the goods without notice to the Customer at any time before despatch. The Customer shall pay for the goods nett cash within thirty days after the end of the month of despatch. The Company shall be entitled to charge interest on any sums not so paid. Such interest shall be calculated on a day to day basis on the amount outstanding for the period from the due date of payment until payment at the rate of 3% per annum in excess of the highest rate at which National Westminster Bank PLC’s base lending rate stood at any time during such period.
16. WITHHOLDING OF PAYMENT AND SET OFF The Customer shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any disputed claim of the Customer in respect of defective goods or any other alleged breach of the Contract by the Company nor shall the Customer be entitled to set off against any amount payable under the Contract to the Company any sums which are not then due and payable by the Company or in respect of which the Company disputes liability.
17. INSTALLMENTS Failure by the Company to deliver any installment of the goods shall not entitle the Customer to cancel or suspend performance of the Contract or any other such installments. Each part delivery or installment of the goods shall be deemed to be sold under a separate Contract. Delivery to the Customer of a quantity of goods less than or greater than that which the Customer has agreed to purchase shall in no circumstances entitle the Customer to reject all the goods so delivered.
18. CANCELLATION BY THE CUSTOMER The Customer shall have no right under any circumstances to cancel the Contract or any part thereof without the written consent of the Company which consent the Company shall be entitled to grant upon such terms and conditions as it may think fit including terms and conditions as to payment of compensation by the Customer.
19. TERMINATION AND SUSPENSION The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every Contract between itself and the Customer or to suspend and further deliveries under any or every such Contract in any of the following events :
(a) If any sum is due and payable by the Customer to the Company but its unpaid.
(b) If the Customer has failed to provide any letter of credit, bill of exchange or other security required by the Contract provided that in such event such rights of termination or suspension shall apply only in regard to the particular Contract in respect of which the Customer has so failed.
(c) If the Customer has failed to take delivery of the goods under any Contract between it and the Company otherwise than in accordance with the Customer’s contractual rights.
(d) If the Customer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with his creditors or being a body corporate has passed a resoultion for voluntary winding up except where solely for the purpose of amalgamation or reconstruction or if a petition has been presented for an order for its winding up for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or if being an individual or partnership the buyer suspends payment of his or their debts in whole or in part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Customer whether or not a body corporate shall carry out or be subject to any analogous act or proceedings under foreign law.
The Company shall be entitled to exercise the said rights termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied, and in the event of any such suspension the Company shall be entitled, as a condition of resuming delivery under any Contract between it and the Customer, to require prepayment of or such security as it may require for the payment of the price of any further delivery.
20. WAIVER The rights of the Company or the Customer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
21. RETENTION OF TITLE
No title to or property in the goods shall vest in the Customer unless and until:
The Customer makes payment to the Company of the price of the goods and all other sums due from the Customer to the Company on any other account or pursuant to any other Contract.
Until the first of such events the Customer shalll in all respects treat and deal with the goods as bailee of the Company and shall store the goods so that they are readily identifiable as the property of the Company. During such period (and without prejudice to its other rights) the Company and its employees and agents (with such plant and vehicles as the Company considers necessary) shall be entitled to enter the premises where the goods are located to inspect the goods and without prior notice to the Customer to repossess, take away and resell the goods. Until the Customer has made full payment for the goods the Customer shall not be entitled to dispose of the goods or any right, title or interest therein by sale or otherwise to the holding company of the Customer or to any subsidiary of the Customer or of such holding Company.
22. ASSIGNMENT The benefit of the Contract shall not be assigned by the Customer to any third party without the prior written consent of the Company.
23. LAW AND JURISDICTION The Contract shall be governed by and construed in all respects in accordance with English law. The Customer on entering into the Contract submits to the exclusive jurisdiction of the English Courts. The Condition headings are inserted for convenience only and shall not affect the construction of these Conditions.