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R&J Machinery Terms & Conditions – Servicing & Parts

We quote for and confirm orders only upon and subject to the following terms and conditions which shall form part of any Contract concluded between the Buyer to the exclusion of any other terms and conditions, except as specified on the face of our Quotation and or Order Confirmation or as otherwise expressly agreed between us and the Buyer in writing.

GENERAL
1. These General Conditions together with any Special Conditions endorsed on or appended to our Confirmation of Order overleaf, shall constitute the entire agreement between us and the Buyer as to the Contract of Sale and shall override any representation, warranty or other statement and any other terms and conditions of whatsoever kind, howsoever formulated, whether written or oral, expressed or implied. Any general or special terms and conditions of purchase proposed by the Buyer shall not become binding on us unless accepted by us in writing and expressly incorporated into our Special Conditions. Whether or not the Buyer shall confirm in writing its acceptance of our General and Special Conditions, the Buyers conduct in performance or purported performance of the Contract shall constitute its unconditional acceptance of our General and Special Conditions.
2. In the event of any conflict between any General and Special Conditions, the Special Conditions shall prevail.
3. No variation of any of our General and/or Special Conditions shall be of any effect unless expressly agreed in writing by us. No waiver or indulgence by us shall prejudice us in the full exercise of our rights and remedies under the Contract.
4. The Buyer may not assign any of its rights or obligations under the Contract without our prior consent in writing.
QUOTATIONS
1. Our quotation shall not constitute an offer to sell but merely an invitation to trust. Accordingly, no binding Contract shall be created until the Buyer shall have placed the Order and we shall have issued our written Confirmation of Order.
2. All our quotations are valid for 30 days and subject to the availability of the goods at the date of issue of our Confirmation of Order. Drawings, dimensions and weights quoted must be taken as approximate only and do not form part of the Contract.
3. Orders must be placed for goods as quoted by us. All extras and accessories ordered but not specified in our quotation will be charged for separately as will the costs of all tests, alterations, additions and other work undertaken at the Buyers request.
CHANGES IN SPECIFICATION AND SPECIAL MACHINES
1. We reserve the right to make changes at any time and with or without notice in the materials, dimensions and designs of any of the goods and such changes shall not affect the validity of any Contract relating thereto.
2. Where the Buyer requires goods to be supplied to its own specification, we enter into the Contract on the basis that all drawings or samples of parts to be manufactured for such goods, together with particulars of the intended presentation of parts to the machine and of the tooling to be used, were made available to us prior to the issue of our quotation and that final manufacturing drawings and/or samples and other details will be made available to us within 7 days of the date of our Confirmation of Order. If the Buyer fails to observe these conditions we shall supply the goods in accordance with our standard specifications and shall not be liable
  - for any discrepancy between such specifications and the Buyers requirements, or
  - for the machine's performance.
3. Any problems caused by or in consequence of tooling not having been supplied by us will be the Buyers responsibility.
4. Any changes to the specification of any goods required by the Buyer after the date of our Confirmation of Order shall be subject to our express written approval and may involve extra charges and delay in delivery.
PRICES
1. Unless otherwise stated in the Contract, all prices quoted are on an ex works basis. Packing and carriage costs will be charged as extras for the Buyers account.
2. Our prices are fixed from date of our acceptance of Order. Should any significant fluctuations occur in the cost of labour or material in the course of manufacturing the goods and (where applicable) of alterations in Customs Duties, import charges and any other applicable duties, taxes, levies and charges which may occur between the date of our order acceptance and the date of delivery we reserve the right to notify the Buyer of a necessary change in price.
3. We shall be entitled to adjust the price to take account of any delay on the Buyers part in supplying information required to perform the contract or of any alteration by the Buyer to specifications or other information supplied by the Buyer.
4. Where applicable value Added Tax will be added to the price, determined in accordance with the preceding paragraphs of this Condition, and will be payable by the Buyer.
PAYMENT
1. Unless otherwise expressly agreed in writing the terms of payment in respect of all sales for delivery within the United Kingdom shall be net cash with order.
2. If the Buyer fails to pay the price for the goods on the due date for the payment thereof, we shall be entitled (without prejudice to any right or remedy we may have) to:
  - cancel or suspend any further delivery to the Buyer under any order, and/or
  - sell or otherwise dispose of any goods which are the subject of any order by the Buyer, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment, and/or
  - charge the Buyer interest on the price at the rate of two percent per annum (2% p.a) above National Westminster bank Plc’s base rate in force from time to time from the date the payment became due until actual payment is made) irrespective of whether the date of payment is before or after any judgement or award in respect of the same).
3. The Buyer shall make all payments without deduction or set-off and, in particular (but without limitation) shall not be entitled to set-off against any monies owed to us under the Contract any monies owed or alleged to be owed by us to the Buyer under the Contract or otherwise howsoever.
4. All items sold by R&J Machinery remain R&J Machinery’s property until paid for in full.
5. Deposit payments are non-refundable. However, if the buyer agrees to allow R&J to sell the machine on their behalf, the deposit maybe repaid to the buyer less any costs incurred by R&J. If the new sales price is lower than the original sales price, the difference will be deducted from any deposit repayment.
6. Buyer is responsible for customs clearance charges on entry into UK and the payment of all UK import duties.
TIME OF DELIVERY AND/OR INSTALLATION
1. Whilst we will use all reasonable endeavours to comply with quoted dates for delivery and/or installation, we shall not be liable for nor be required to indemnify the Buyer against any loss, damage, injury or expense, either direct or indirect and including but not limited to loss of profit or liability to third parties, suffered or incurred by the Buyer by reason of late delivery and/or installation of the goods from whatsoever cause such late delivery and/or installation may arise. Nor do we accept any claims for consequential losses incurred by the buyer as a result of the purchase.
2. Any times quoted by us for delivery and/or installation are approximate only and are to be computed from the date on which both the following conditions are satisfied: a) we have despatched our Confirmation of Order to the Buyer and b) we have in our possession all the information which we require to enable us to perform the Contract.
3. Without prejudice to the generality of the foregoing, we shall be in no way liable for any loss or damage of any kind caused by or resulting from inability to deliver or delay in delivery arising from any circumstances beyond our control, including in particular, but without limitation; war (whether declared or not), warlike hostilities or armed conflict (whether internal or international), insurrection, riot, civil commotion, rebellion, flood, storm, tidal wave, peril of sea , earthquake, fire, ice, lightning, or any other similar or dissimilar natural phenomenon or Act of God, explosion, strike, lock-out, labour dispute, embargo, blockade, breakdown or prevention of working of machinery, unavailability, loss, delay, detention or interruption of a carrying vessel or any other similar or dissimilar means of transportation, delay in loading or discharging material, requirements or regulation of any governmental or quasi-governmental or public or statutory authority or any state, city, municipal or other local authority or political sub-division, prohibition of export or import, non-availability of export or import licence, cancellation or suspension or other no-performance (except if caused by our unjustifiable act or omission) of any contract on which we depend for fulfilment of the Contract of Sale, accident, or any other similar or dissimilar circumstance (including any circumstance affecting the availability of any raw material required for production of the goods) whatsoever, wheresoever and howsoever preventing or hindering delivery of the goods.
4. In the event of our inability to effect delivery by reason of any of the above mentioned circumstances, we shall be at liberty by notice in writing to the Buyer to postpone delivery or at our option, to terminate the Contract of Sale in whole or as to any unfulfilled part thereof, in which event our liability shall absolutely cease and determine. Any delivery thus postponed shall, if we so require, be accepted by the Buyer at the same terms and conditions as are specified in the Contract of Sale, such resumption of delivery to commence within a reasonable time after the service of notice in writing by us on the Buyer.
5. If by reason of any of the above mentioned circumstances we do not have or are unable to obtain sufficient available supplies of the goods to enable us to fulfil all our contracts, we may allocate our available supplies amongst any or all purchasers on such basis as we deem fair and practical, without any liability for failure to comply with the provisions of the Contract of Sale.
6. Any duly authenticated certificate issued by any recognised Chamber of Commerce in any country in which the above mentioned circumstances occurred shall be accepted by the Buyer as conclusive proof of the occurrence and duration of such circumstances.
7. Returns – returns may / may not be eligible for credit. We reserve the right to charge a 20 percent re-stocking charge for returns accepted as returnable. Any parts fitted to a machine are not returnable. Returns must be in ‘as new’ condition and in perfect working order to be considered for credit. Testing of returns in our factory maybe necessary to confirm if returns are they are ok for credit. Any delivery charges are not creditable.
  
  Non-stock items - No return accepted (i.e. items specifically requested, not usually carried in stock).
  
  Items not installed by a R&J Machinery Certified Engineer may not be covered by warranty, and once installed are not returnable.
BREXIT CLAUSE
‘Brexit’ means the withdrawal of the United Kingdom from the European Union pursuant to Article 50 of the Treaty of Lisbon.

Brexit also includes the scenario of a ‘soft Brexit’ in which the United Kingdom would, for instance, retain membership in the EU single market for goods and services but the withdrawal would still have one or several of the effects as set out below.

If we suffer (or will suffer) a delay and/or incur additional costs and/or our income/profit is reduced and/or we otherwise suffer adverse effects in connection with the agreement with the Customer (whether in respect of our rights, obligations, liabilities, costs or benefits or otherwise) as a result of and/or in connection with Brexit, we will be entitled to an adjustment of the contract price and/or an extension of time.Our entitlement to an adjustment of the contract price and/or our extension of time due to Brexit includes, but is not limited to, the following:
- Export/import issues: imposed customs duties/tariffs, delays in customs clearance, necessary customs checks, personnel for import processing, customs brokers, non-tariff barriers;
- Freedom of movement of people; increased labour costs and time extended application/licence processes due to restrictions on the freedom of movement of people;
- Tax: changes in tax rates or in the tax treatment of goods or services;
- Changes in law: costs incurred with complying with a Brexit-related change in law. Our entitlement to an adjustment of the contract price and/or to an extension of time applies if Brexit has an impact on us and/or on our subcontractor.