Standard Terms and Conditions
1. These are the terms on which our quotation is made. No variation to these terms, nor any other terms whether supplied by you or otherwise, shall be of any effect unless expressly accepted by us in writing. In these terms the expressions:
“the Contract” means any contract resulting from the quotation;
“the Goods” means all goods and materials to be supplied; and
“the Services” means all services to be provided.
2. If you wish to accept the quotation by telephone please quote your order number. We reserve the right not to commence performance of any contract resulting from telephone acceptance until receipt of your written order bearing your official order number and our quotation number.
3. Once accepted, the prices quoted will not be increased except in response to an agreed variation of specification, factors outside our control making an increase necessary or (in the case of supply and install Contracts only) a delay on site not caused by us. The prices stated are exclusive of any value added tax or other taxes and levies which you shall be additionally liable to pay.
4. Any times quoted for performance are estimates only. Time shall not be of the essence unless otherwise stated.
4.1 It is entirely your responsibility to ensure that the kind and/or class of Goods ordered by you are suitable for your purpose. We shall not be under any liability for any loss or damage (save in respect of death or personal injury arising from our negligence or the negligence of those for whom we are, in law, responsible) arising from, or attributable to, any acts or omissions, advice, statements or representations given by us, our employees or agents to you in respect of the Goods or Services, whether regarding performance, capability or suitability for any purpose. Such liability is hereby expressly excluded to the extent permitted by law.
5. Risk in the Goods passes on their arrival at your premises. We may delegate all or part of this Contract to sub-contractors.
5.1 We warrant that all Services will be provided with reasonable care and skill, that all Goods will on commissioning be of merchantable quality, meet (so far as material) all specifications in the quotation and will, for a period of twenty four months from commissioning, be free from material defects in materials and workmanship. Our liability under this clause is subject to the following conditions.
5.2 Claims must be presented as follows:
5.2.1 Shortfall; in writing to be received by us within fourteen days of our notice to you that the Goods have been despatched.
5.2.2 Defects apparent on commissioning; we will, on completion of installation, commission the Goods by endeavouring to demonstrate that they comply with and operate to all specifications in the Quotation. You shall make someone available to witness the commissioning. Any defects apparent on commissioning must be notified at the time. We have no liability for any such defects not so notified. If you fail to make someone available within seven days of a notice to the effect that the Goods are ready for commissioning, the Goods will be deemed to comply with the Quotation and deemed free of any defects which would have been apparent on such commissioning.
5.2.3 Other defects; must be notified in writing within seven days of discovery when the defect ought reasonably have been discovered.
5.3 The twenty four month warranty does not apply to wearing or consumable items. We have no liability for ongoing maintenance or use except where that liability arises from a breach of clause 6.1, except in respect of death or personal injury caused by our negligence or the negligence of those for whom we are, in law, responsible.
5.4 In the case of Goods not of our manufacture or Services provided by sub-contractors our sole liability is to provide you with the benefit of any rights we may have against the supplier to us/sub-contractor.
5.5 You shall always give us the opportunity to repair a fault ourselves. We will repair it on our premises and return it to you.
5.6 If, following a notification, we attend to an alleged fault which has not arisen as a result of a breach of clause 6, you will pay a fee for attending to the fault at our then applicable labour rates.
5.7 Subject to the above our liability is to compensate you for the direct consequences of the breach of contract, subject to a maximum aggregate liability equivalent to £200,000, except in respect of death or personal injury caused by our negligence or the negligence of those for whom we are, in law, responsible.
5.8 In any event, except in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation, express or implied term or any statutory or common law duty, for any consequential loss or damage (whether for loss of profit or otherwise and whether caused by our negligence or the negligence of our employees or agents or otherwise).
5.9 All terms implied by statute or common law are excluded to the fullest extent permitted by law. You shall indemnify us against any liability incurred to any third party arising out of the Contract in excess of the liability accepted above.
5.10 If there is any dispute as to whether a breach of clause 6 has occurred we may refer the dispute to an independent person experienced in arbitrating disputes of that nature. You will submit to the arbitration and agree to be bound by the result.
6. Approvals; whilst we warrant that the Goods have approvals necessary for general use in the UK you are responsible for obtaining approvals necessary for the use of the Goods in your premises including, for example, planning permission, building regulations consents and the permission of the owner of the premises.
6.1 Where you supply drawings or specifications, you warrant that they are accurate.
7. Payment is due, in full, by the end of the month, following the month of invoice. If payment is not made on the due date your account will be placed on stop and we may suspend performance of this or any other Contract with you and you will on request pay interest on the amount due at a daily rate before and after judgement equivalent to 8% above the base rate from time to time applying in England and Wales of Barclays Bank plc. Time for payment is of the essence. You are not entitled to claim any set off.
7.1 A discount of 4% of the net value of the Goods may be taken if payment is made via BACS and received into the TTS Barclays Bank Current account within fourteen (14) days of invoice date. This discount amount is clearly stated on each invoice and the VAT amount is calculated on the discounted figure, as per HM Customs & Excise Public Notice 700 Section 7.3.2.
8. Credit Card & Debit Card Transactions; - Transactions paid for via cards will automatically incur additional charges in accordance with the information below:
8.1 An additional charge of 5% of the payment value will be charged for payment by Credit card.
8.2 An additional charge of £1.50 per transaction will be charged for payments by Debit Card.
8.3 Changes to these amounts may be varied by the credit and debit card companies, and changes will be automatically passed on to all dealers/customers. Notification of any such changes will be given in writing.
9. Title; title in the Goods shall not pass to you until the price and all other amounts due paid in full. Until title passes you must keep the Goods separate and labelled as our property and must not part with possession of them nor purport to pass title to them. You must on request made at any time when payment is due but unpaid or after a termination of the Contract pursuant to clause 12 deliver up the Goods to us and allow us to enter any premises where the Goods are stored and permit us to repossess them. Repossession shall not affect any other rights we may have.
10. Force Majeure; we shall not be liable for any failure to perform any part of this Contract if such failure is due to circumstances beyond our reasonable control. If performance becomes impossible through such events we may cancel the Contract.
11. We may terminate or suspend this Contract by written notice taking immediate effect if you breach the Contract or if we anticipate that you may breach the contract or if any of the following occurs or we consider is likely to occur, i.e if a receiver or administrator is appointed over any of your assets, an encumbrance takes possession of any of your assets, if you pass a resolution for winding up, are made the subject of a winding up order or make any composition with your creditors.
12. The warranties set out in these terms and conditions shall not apply to any Goods which have not been paid for in full.
13. We shall not be under any liability in respect of description or specification or other matters in relation to the Goods or Services contained in any material such as price lists, catalogues, trade publications and advertising matter, other than in the Contract itself.
14. Unless previously withdrawn, quotations and tenders are open for acceptance for the period stated thereof, or, if no period is stated, within (thirty days) from the date thereof.
15. This Contract is personal to the business you are legally authorised to sign on behalf of and cannot be assigned.
16. Company representations
16.1 Our employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by us in writing. In entering into the Contract, the Dealer Partner acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these terms affects the liability of either party for fraudulent misrepresentation.
16.2 Any advice or recommendation given by us or our employees or agents to the Dealer Partner or its employees or agents as to the storage, application or use of the Goods or Services which is not confirmed in writing by us is followed or acted on entirely at the Dealer Partner’s own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
17. If the Dealer Partner fails to take delivery of the Goods or fails to give TTS Tooltechnic Systems GB Ltd adequate delivery instructions at the times stated for delivery (otherwise than by reason of any cause beyond the Dealer Partner’s reasonable control or by reason of TTS Tooltechnic Systems GB Ltd’s fault) then without limiting any other right or remedy available to us, TTS Tooltechnic Systems GB Ltd may:
17.1 store the Goods until actual delivery and charge the Dealer Partner for the reasonable cost (including insurance) of storage; and/or
17.2 sell the Goods at the best price readily obtainable and, after deducting all reasonable storage and selling expenses account to the Dealer Partner for the excess over the price under the Contracts or charge the Dealer Partner for any shortfall below the price under the Contract.
18. The Dealer Partner shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of TTS Tooltechnic Systems GB Ltd provided always that if the Dealer Partner does so all monies owing by the Dealer Partner to TTS Tooltechnic Systems GB Ltd shall (without limiting any other right or remedy) forthwith become due and payable.
19. Registered trademarks of TTS Tooltechnic Systems AG & Co, any subsidiary company or any other associated company and may not be used by the Dealer Partner for his own purposes or the purposes of his business except in conjunction with the sale of goods and materials supplied by TTS Tooltechnic Systems GB Ltd in authorised literature of that Company or any associated company or subsidiary thereof.
20. The Contract and all matters in respect thereof shall be governed by English law.