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1. Construction of Contract

1.1 These conditions shall apply to all Contracts between Power Machines Ltd (hereinafter referred to as "the Company") and any persons, firm or Company (hereinafter called "the Customer") for the supply of product(s) or the carrying out of work by the Company. The Company Contracts upon the terms of these Conditions only, and any other standard Terms emanating from the Customer shall not apply. These Conditions shall not be modified without the written

1.2  Agreement of the Company, and in order that the Contract shall be complete of the Agreement between parties with regard to the supply of product(s) or the carrying out of the work by the Company, the Customer must ensure that any representation or instruction on which It wishes to rely has been accepted by the Company in writing.

1.3 Any typographical, clerical error or omission in any sales literature, web site, quotation, price list, acceptance of offer, invoices or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.

2. Price Variation

2.1 Estimates are based on the Company's current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any such rise or fall in costs. The Company's statements that its costs have risen or fallen in such circumstances shall be inclusive as to the existence of such a rise or fall.

2.2 The Contract price shall be the price quoted by the Company.

2.3 The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company including (without limitation), cost of materials, alterations in taxation, substantial exchange rate fluctuations, changed legal requirements for the Goods, any change of delivery dates, quantities or specifications of the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Company adequate information or instructions. 

2.4 In the event of such changes to the Contract price, the Buyer has the right to cancel the order to which the increase in price applies without charges being due provided that such cancellation takes place within 7 days of notification by the Company of the proposed  price increase.

2.5 The Buyer shall not be entitled to make any unilateral deduction from any payment or exercise any right of set-off or contribution however arising.

3. Tax

All estimates and or quotations are, unless specifically otherwise provided, are exclusive of Value Added Tax and any other statutory charges as may be appropriate.

4. Delivery

4.1  Any time for performance of the Company's obligations under the Contract shall be reckoned from the date upon which the Company receives all the necessary information and documentation to enable it to proceed with the supply of product(s) or the carrying out of work without interruption.

4.2 Any date for delivery specified in respect of product(s) sold or to be sold by the Company shall be treated as an estimate only and such delivery is not a term of the Contract and it is specifically hereby agreed that time for delivery is not of an essence. The Company shall not in any circumstances however so arising, whether as a result of its own negligence or otherwise, be under any liability to the Customer for any failure to deliver by or on such date.

4.3  Any delivery time specified shall be extended by any period or periods during which the manufacturer or delivery of product(s) or other work by the Company in connection with the Contract is delayed due to fire, explosion, flood, storm, tempest sabotage, strikes, official and unofficial riot, Invasion, acts of war (whether war be declared or not), shortage of labour, power or materials, delayed by the Company's suppliers, civil commotion, accidents, plant breakdown, technical difficulty, seizure, or any other action by or in compliance with an Order of an apparently competent authority and any other event or circumstances beyond the control of the Company. Not withstanding such delays the Customer shall take and pay for at the rate of Contract Price such of the product(s) as shall be tendered by the Company and be ready for delivery.

4.4  If for any reason the Customer is unable to accept delivery of product(s) at the time when the product(s) are due and ready for delivery the Company’s carrier shall if its storage facilities permit, store the product(s) and the customer shall be liable to the Company for the reasonable cost (including insurance) of its so doing. This provision shall be without prejudice to any other claim, which the Company may have in respect of the Customer’s failure to take delivery at the appropriate date.

5. Property and Risk

5.1 The risk in the product(s) shall pass to the Customer upon delivery in accordance with the Contract.

5.2 Until the Company been has paid in full for the supply of product(s) and the carrying out of work under the Contract:

a) The property of the product(s) shall remain vested In the Company and the Customer shall hold the product(s) as Bailee only. The Customer shall not sell the product(s) nor shall the Customer part with possession of the product(s) unless in the latter event the Company express consent In any particular case and If such consent is given, the Customer shall expressly inform the person in to whose possession the product(s) are put that ownership thereof remains vested in the Company and that the possessor is to be the subject to the like rights in relation to the product(s) as the Customer.

b) The Company shall be entitled to recover possession of the product(s) at any reasonable time and shall be permitted access to the Customer's premises for such purposes.

c) The Company shat be entitled to require product(s) to be stored separately or clearly marked so as to identify them as the Customers property.

d) The Bailment of the product(s) to the Customer shall create a fiduciary relationship between the Company and the Customer. If in contravention of the prohibition upon selling product(s) the Customer effects a sale the Customer shall account to the Company for the entire sale proceeds as fairly represented by the product(s) or if higher proportion of the sale proceeds equal to the value of the product(s) as invoiced to the Customer by the Company, including any interest due accrued. The monies so becoming payable to the Company shall not be mixed with the Customer's own monies but shall be placed in a separate account and forthwith remitted to the Company

e) Provided that the Company has not previously repossessed the product(s) the property in the product(s) shall pass to the Customer upon Payment for the product(s) in full including any interest accrued due.

6. Payment

6.1 The Contract price is to be paid within 30 days of the delivery date unless otherwise agreed with the Customer.

6.2 Payment shall be made to the Company and the Company's official receipt shall be the only acknowledged discharge of the debt.

6.3 The Customer shall not be entitled to withhold payment due to the Company by reason of payment credit, set off counterclaim allegation of incorrect or defective product(s) or work for whatsoever reason, which the Customer may allege, excuses it from performing its obligations under the Contract.

6.4 Interest shall accrue on any amount as remains outstanding after the period of 30 days at the rate of 1.5 % per month calculated from day to day.

6.5 The Company shall be entitled to Charge and be paid for any increase cost incurred for expedited delivery or any other matter requested by the customer.

7. The Company's liability

7.1 The Customer shall have undertaken an evaluation of the chosen product(s) to ensure that it meets the Customer’s required specification prior to purchase. The Company shall build and or supply the product(s) to the accepted quotation specification agreed by the Customer.

7.2 The Company's liability whether for any representation, or under any implied warranty, condition or other term, or any duty at common law, or under the express terms of a contract shall be limited to the Contract price for the particular product(s) in respect of which the liability arises in no circumstances whatsoever shall the Company be liable in damages to the Customer for any loss of profit, consequential loss of anticipated savings or profits or damage or loss of anticipated profits of any Third Party claimed against the Customer

7.3 The Company shall be entitled, without any liability of whatsoever nature, to cancel any Contract with the Customer at any time should the Company not be able to obtain a Credit Reference in respect of the Customer which in the opinion of the Company, in its sole absolute and unfettered discretion, it regards as an acceptable credit reference. Following such cancellation the Company shall be entitled to payment for all works carried out by the Company to the date of such cancellation and if such works only comprise a part of the Contract then a proportionate part of the Contract price reflects their worth.

7.4 Subject to the Conditions set out herein the Company warrants that the product(s) supplied shall correspond with their specification at the time of delivery.

8. Warranty

8.1 The Company warrants its product(s) as follows:
a) Large Systems shall be free from defects in material and workmanship for a period of 12 months from the date of their delivery. In the event of a valid claim arising within the said time limit, the Company's liability shall be limited to either repairing on-site or replacing, at its own option, such faulty product(s). Warranty site visits are free within the UK mainland up to 30 miles north of Glasgow.
b) Small Systems and Batteries shall be free from defects in material and workmanship for a period of 12 months from the date of their delivery. In the event of a valid claim arising within the said time limit, the Company's liability shall be limited to either repairing at the factory or replacing, at its own option, such faulty product(s). 

8.2 Where product(s) are sold under a consumer transaction, the statutory rights of the Customer are not affected by these Conditions.

8.3 The Company shall not be liable for any warranties if:

a) The product(s) supplied have been repaired or modified by anyone other than an authorised Company repair person or,

b) The product(s) supplied have been subjected, in the sole judgement of the Company, to misuse or accident or,

c) The Customer fails to notify the Company of any carriage damage within seven days of date of delivery or,

d) The product(s), in the sole reasonable judgement of the Company, are not actually defective.

9. Cancellation

9.1 If :

a) The Customer is in breach of any of the Conditions of the sale of the Company or;

b) The Customer being a Company makes or attempts to make voluntary arrangement under Part 1 Insolvency Act 1986 (the Act) or is likely or liable to become unable to pay any one of its debts or is or becomes the subject of an Applicant to the Court for an Administration under Part II of the Act or;

c) The Customer, being an individual, appears to be unable to pay or to have any reasonable prospect of being able to pay anyone of his/her debts or is or becomes the subject of Bankruptcy Petition under Part IX of the Act or is the subject of a Statutory Demand for any of his/her debts under Part IX of the Act or if execution or other process is issued in respect of any of has/her debts on a judgement or Order of any Court;

then in such an event :

a) the Company shall be entitled forthwith to determine the Contract in whole or in part and

b) all costs expenses overheads and loss of profits incurred by the Company in connection with the Contract shall forthwith become payable as a debt from the Customer to the Company and

c) any product(s) of the Company kept by the Customer shall forthwith be delivered up to the Company to its nominee who shall be given access to the product(s) in order to remove the same and

d) the price of any product(s) delivered by the Company to and used by the Customer shall become payable forthwith and

e) cancellation of Orders by the Customer in whole or in part cannot be accepted without the Company's consent in writing.

10. Returns

Product(s) supplied by the Company may not be returned for replacement or repair without the written consent of the Company and any product(s), which are returned without such consent, shall be refused.

11. End of Life Collection and Disposal

Electronic equipment may not be disposed of through municipal waste streams. The Customer shall contact the Company for disposal/recycling in a manner to be decided by the Company on the basis of current regulations for such equipment.

12. Intellectual Property

Where the Contract between the Company and the Customer for the supply of product(s) or the carrying out of work by the Company involve the design or invention of specialised equipment, then all drawing designs and copyright and similar protection therein arising out of the work of the Contract shall belong to the Company.

13. Law

The proper Law of Contract shall be English Law and any disputes arising thereunder shall be dealt with exclusively by the Courts of England save that the Company shall be entitled to bring proceedings against the Customer.