Central Electrical (Armature Winding) Co.Ltd. - Conditions of Sale.

1. Definitions

• The "Company" means Central Electrical (Armature Winding) Co. Ltd. Including Cendrive and Central Engineering.
  
• The "Customer" means the client with whom the Company contracts.
  
• The "Product" means all plant to be provided and work and services to be undertaken by the Company under the Contract.
  
• The "Contract" means the contract entered into between the Purchaser and the Company.
  
• "Delivery" means the date at which the Product is ready or substantially available for putting into service.

2. These Conditions contain the entire obligations between the Company and the Customer and in the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any order, letter or form of contract sent by the Customer to the Company whatever may be their respective dates, the provisions of these Conditions shall prevail. No variation of these Conditions shall be binding unless made in writing and signed on behalf of the company. If in any particular case any of these Conditions shall not be valid or shall be held not to apply to the contract the other Conditions shall continue in full force and effect.

3. No order or other contract may be cancelled or varied except by written agreement with the company and on such terms as to increase the price or otherwise, as the company may stipulate.

4. Notwithstanding that the Company may have given a detailed quotation, such quotation is not binding and can be changed by the Company, so that no order shall be binding on to the Company unless it has been confirmed in writing by the Company.

5. Every quotation or tender is open for acceptance in writing within thirty days from its date, and is subject to confirmation by the Company upon receipt of acceptance, provided that it shall be deemed to have been confirmed by the Company if not expressly withdrawn by notice to the Customer within ten days from the receipt of such acceptance.

6. Where no price has been fixed or agreed at the time of acceptance of the order, the price shall be that current at the time of delivery or completion of the work as may be appropriate. Where a price has been quoted, this is provisional only, and may be increased to cover any increase in cost that may take place between the date of the quotation or the completion of the works.

7. The date for delivery shall be the date on which the products are despatched from
the Company's premises, and all times and all dates given for delivery are in good faith but without any responsibility on the part of the Company. Time shall not be of the essence of any contract nor shall the company be under any liability for delay in delivery whether occasioned by the negligence of the company or any other circumstances whatsoever, whether or not beyond the company's reasonable control, unless
otherwise expressly agreed in writing at or before the date of the order, in which case the Company's liability shall be limited to such liquidated damages as may be specifically agreed. Without prejudice to the generality of the foregoing any delay in the delivery of any instalments of products shall not entitle the Customer to refuse any subsequent instalment or otherwise repudiate the contract. The right is reserved by the Company to deliver and invoice part shipment of goods against any order unless specific instructions to the contrary have been given to the Company.

8. Quotations for repair work are made on the basis of a preliminary examination of the goods to be repaired. To ensure a satisfactory repair, it is frequently necessary to replace parts which, on first inspection, appear to be re-useable and /or carry out additional work to that originally quoted for. The Company therefore reserves the right to invoice repair work on the basis of ascertained cost. If, following receipt of a
quotation for the repair of goods , the Company decides not to proceed, the Company reserves the right to charge for dismantling and inspection. In the event that the contract is terminated or repudiated, due to factors not attributable to the Company, then the Customer will reimburse the Company for outstanding costs to date, plus a reasonable allowance for profit and overhead, plus all reasonable demobilisation and cancellation charges incurred by the Contractor. If within 21 days from receipt of the quotation for the repair of goods the Customer does not give any instructions, the Company will not thereafter accept any liability for loss or damage to any of the Customer's property remaining in its hands.

9. Site Services
The Customer will provide reasonable use (free of charge) of such site services as are necessary for the Company to undertake the Works. Such services will include, as a minimum, electrical power, potable water, compressed air and use of sanitary facilities. The customer will provide a site area, inclusive of vehicle parking, as close as is reasonably practical to the work area.

10. Details, drawings, specifications, dimensions and other descriptions issued by the Company in connection with the products are intended to be accurate but shall not import into the contract any condition or warranty in this respect. Furthermore, no statement, description, information or warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any agent or employee of the Customer shall be construed to enlarge, vary or override in any way these conditions. The Company makes no warranty or representation in
respect of performance figures, or suitability or fitness of products for any particular application or purpose. The Company will not accept any liability whatsoever, whether for damages or otherwise if the product is not capable of carrying out the particular function for which the Customer has bought the product. Therefore before placing an order with the Company for any product, the Customer must ensure that the particulars and specifications of the particular product satisfy his requirements and are capable of carrying out the particular function for which the product has been bought.

11. The Customer agrees to pay for any loss or extra cost incurred by the Company through the Customer's instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on behalf of the customer, its servants, agents or employees.

12. Payment is due thirty days after the date of the invoice or as stated in the Company's quotation or the Company's official acknowledgement. The invoice may be rendered either after delivery or on completion of the goods comprised in any order and after the scheduled delivery date.

13. Risk in all products shall be deemed to pass upon despatch from the Company's premises. Where the Customer collects or arranges collection of the Goods from the Company premises, entry of any vehicle of the Customer's or its agent on to the Company premises shall be at the sole risk of the Customer or its agent save to the extent that any claim arises from the Company's negligence, resulting in personal injury or death.

14.
(a) The property and title in all products delivered by the Company will remain vested
in the Company and shall not pass to the Customer until the Customer has paid in full
to the Company all sums owing by the Customer to the Company under and arising from any transaction or sale or on any account whatsoever.

(b) Until payment has been made in accordance with (a)

• Upon request by the Company the Customer will so keep the products that they
  are identified as the property of the Customer
• If the Customer uses the product or any of the materials thereof or adds to or
  alters the product in any way whatsoever, so as to make other goods, the title to the other goods whether finished or not shall vest in the Company immediately the product or any materials thereof are appropriated for the other goods and shall vested in the Company as security until payment has been made in accordance with (a) above.
• The customer shall not exchange or barter the product or the other goods in any way whatsoever.
• The Customer shall be entitled to sell the goods and the other goods incorporating the product of the Company for money to a bona fide customer in the normal
  course of business at the full market price and deliver the same pursuant to such sale. The proceeds of sale shall belong to the Company and the Customer shall keep the proceeds of sale separate from other monies and hold the same through the account of the Company.
• The Customer and not the Company shall be liable for any breach of contract warranty or misrepresentation made by the Customer in the course of such sale and the Customer shall keep the Company fully and completely indemnified in respect thereof.
• Upon request the Customer shall assign forthwith to the Company if necessary by Deed of Assignment the benefit of any agreement whether written or oral under which the product and/or any other goods have been sold, including but not limited to any claim for the sale price thereof. Upon such assignment the Company shall
  be entitled to pursue any remedy open to the Customer and shall be entitled to retain any sum or property recovered as payment for any sum owing to the Company by the Customer.
• If the Customer does not pay for any product supplied by the Company, the Company shall be entitled to enter upon the Customer's premises and take possession of any product supplied to the Customer by the Company and/or any other goods, as set out above.

(c) Upon the happening of any act whatsoever or the commencement of any proceedings which could lead to the bankruptcy, liquidation on the appointment of a Receiver or Manager of the Customer, all sums due in respect of products delivered by the Company to the Customer or arising from or under any transaction, sale or account whatsoever shall become due and payable immediately.

15. Goods supplied by the Company will be subject to the Manufacturer's terms of warranty where applicable.

16. The company gives no warranty or representation whatsoever relating to any product and none shall be implied in any contract entered into by the Company and any statutory condition or warranty or representation relating in any way to the subject matter of a contract is hereby excluded.

17. The Company shall not be liable to the Customer for any loss or profit, actual, contingent or consequential losses, expenses and damage howsoever arising, suffered or incurred by the Customer.

18. The Company shall not be liable to the Customer for any loss or damage or
expense whatsoever due to any cause beyond its control, including without prejudice
to the generality of the foregoing expression, acts of government, acts of war, civil war, strikes, lockouts, labour disputes, riots, civil commotion, fire, lightning, aircraft explosion, flooding, act of God, force majeure, illegality, breakdown, accident, theft.

19. The Company shall not be liable for any loss, damage or injury to persons arising
out of or in connection with this Contract and the performance thereof howsoever caused, whether by the negligence of the Company or its servants or agents or otherwise, and the Customer shall indemnify and hold the same free from any loss in respect of any claims brought by any person in respect of the same. The Customer will indemnify the Company against any claim by any person arising out of the application
or use of any product by the Customer or by any other person after delivery.

20. The Company will be the sole owners of all inventions and designs and the
copyright in all drawings made or produced by the Company in preparing a quotation
for the Customer in the course of work on any contract with the Customer shall not use in relation to any product the registered trademark of the Company or any other trademark registered from time to time by the Company.

21. The Customer shall be solely responsible for the consequences of any patent, trademark, design or copyright infringement or any other infringement of a third party's right resulting from the Customer's use or sale of any of the products, and the
Customer shall fully and completely indemnify the Company in respect of all damages, costs, charges and expenses for which the Company may be liable as a result of any such infringement or alleged infringement.

22. The Customer cannot assign the Customer's rights under this agreement.

23. These conditions and any contract of which they form a part shall in all respects by governed in English Law and shall be deemed to have been made in England.

These Conditions of Sale replace all previous conditions from 23rd August 1994.