Terms & Conditions

ESH Trace Heating Ltd

Unit 10

Hortonwood 33

Telford

TF1 7EX

 

Tel: +44 (0) 1952 680266

 

Email: enquiries@eshltd.com

 

Registered in England under company number 4809053 at 6 Abbey Court, High Street Newport TF10 7BW

  1. Definitions
    • In these conditions "the Company" means ESH Trace Heating Ltd "the Buyer" means any company, firm or individual or agent there of to whom the Company's quotation or acknowledgement of order is addressed "the Goods" means the products (including any parts or accessories), materials and/or services to be supplied by the Company.
  2. Applicability of Conditions
    • These conditions shall apply to all contracts for the supply of goods by the Company and exclude any conditions and warranties referred to by the Buyer even if contained in any of the buyer's documents which purport to provide that the Buyer's own terms shall prevail. In the event of conflict between these conditions and any conditions of Purchase of the Buyer these conditions shall prevail.
  3. Quotations
    • The Company's quotation is an invitation to treat and no contract between the Company and the Buyer shall arise unless and until the Company has accepted in writing the Buyer's order placed on the company's quotation.
  4. Representations
    • The terms of the contract consists only of those contained in the Company's written and or email acceptance of the Buyer's order and these conditions of sale and the Buyer shall not be entitled to reply on any other representations, statements or warranties whatsoever unless specifically confirmed by a Director of the Company in writing for the individual Buyer.
  5. Prices
  6. The price quoted by the Company in the quotation is based on the cost of materials, labour and services and the levels of any applicable taxes, customs or other duties ruling at the date of the quotation (other than V.A.T.). Subject to (2) herein, such price is without notice to increase in accordance with any increase in such costs or levels between the date of acceptance of the order and delivery of the Goods and/or performance of services.
  7. If, however, it is expressly agreed in writing that the price of the Contract should be a fixed price and not subject to any variation such fixed prices will be the price of the Contract provided that full information permitting or enabling manufacture to proceed is contained in the Buyer's order or is received by the Company promptly after receipt of the order. If full information is not contained in the Buyer's order or is not received by the Company promptly after receipt of the order, or if delivery of the order or any part thereof is delayed at the Buyer's request, the fixed contract price or such proportion thereof as relates to the part delayed as aforesaid will be subject to the variations (if any) set out in (1) herein and will be adjusted accordingly.
  8. Prices do not include V.A.T. which will be chargeable at the rate in force at the date of despatch and/or performance of services.
  9. Where a quotation is given dependant on information supplied by the Buyer, the Buyer will be responsible for the accuracy of the information given and will be liable for any increased costs as a result of misinformation even when a fixed price has been agreed within (2) above.
  10. Unless otherwise agreed in writing all packing materials and delivery charges are extra to the contract price.
  11. Scaffolding ladders, platforms or access towers: unless otherwise agreed in writing, are extra to the contract price.
  • Delivery
    1. Delivery will be effected by the Company at the Buyer's premises or to such other place as is mutually agreed. The Goods shall be at the buyers risk on either entry on to the Buyer's; premises or on being placed into custody on the Buyer's behalf and should be insured accordingly.
    2. Trade terms relating to delivery, carriage and insurance on goods for export shall be specified on the Company's written quotation and Acknowledgement.
    3. In the event that the Company and the Buyer agree to transfer the Goods by a method other than delivery effected by the company, then the risk of loss or damage of any kind in the Goods shall pass to the Buyer on collection by or on behalf of the Buyer.
    4. Notwithstanding the method of delivery the Buyer shall carefully examine the Goods on receipt of the same and in the case of any defects reasonably discovered on careful examination written notice which must be received by the Company within 3 days of receipt of the Goods and
    5. In the case of goods being damaged in transit both the Carriers and the Company to be notified immediately. In addition no claim will be allowed unless loss or damaged is reported in writing within 3 days after delivery by goods train or road transport and within 24 hours from date of receipt of the goods in the case of delivery by passenger train.
  • The Company must be advised immediately if goods are not received within 21 days of the despatch date notified on the invoice or advise note otherwise the Company cannot under any circumstances accept responsibility for loss in transit.
  • Cancellation of orders
    • Orders which have been acknowledged cannot be cancelled and goods despatched are not returnable without the Company's consent. Special orders to customers specification cannot be cancelled under any circumstances.
  • Time for and Form of Delivery
    1. The Company will use reasonable commercial endeavours to deliver the Goods and to perform services in accordance with any time stated in the Contract but time of delivery or performance shall be of the essence to the Contract and the Company shall not be liable for any loss or damage suffered by the Buyer as a result of any delay whether due to negligence by the Company it's servants or agents or otherwise howsoever.
    2. Any such time quoted in (1) shall run from the date upon which the Company receives a written order to proceed with the work or the date the Company receives all information, drawings etc, necessary to proceed with work whichever shall be later.
  • Performance Prevented or Hindered
    • The Company shall not be liable for any delay or failure in carrying out its obligations which is caused wholly or partly by reason of act of God, delay in transportation, labour disputes, fire, flood, war, accident, Government action, inability to obtain adequate labour, materials, manufacturing facilities or energy, or any other cause beyond the Company's control or tat of its servants or agents.
  • Payment
  • Unless expressly agreed in writing, payment shall be made in sterling in full prior to shipment.
  • Time for payment shall be of the essence and in the event of delay or default in payment for more than 7 days, the Company shall be entitled to suspend deliveries and/or treat the Contract as repudiated and/or re-sell any of the Goods in its possession and be indemnified by the Buyer for any loss thereby incurred.
  • Property of Goods
    1. Notwithstanding any agreed terms of payment the Goods are not sold or delivered on credit but on condition that the ownership of the Goods shall remain with the Company and no property in the Goods whether legal or equitable shall pass from the Company such condition being a condition precedent and on condition that the Goods will be held by the Buyer as bailee and will be stored separately and in such manner that they can be readily identified as the property of the Company until payment of the full price has been received of:-
      1. All Goods the subject of this contract and without prejudice to the specific contract relating to the Goods the subject hereof
      2. All other Goods the subject of any other contract between the company and the buyer
        • Nevertheless, at all times following delivery of the Goods and preceding payment as aforesaid the Buyer shall have the power to resell or otherwise deal with Goods in the ordinary course of business in the name of the Buyer on condition:-
      3. That such resale or other dealing shall give rise to no obligations whatsoever whether contractual or otherwise in the Company and that the proceeds of resale or other dealing shall in any period preceding payment of the full price as aforesaid be held by the Buyer in a separate account as trustee thereof for the company.
    2. Notwithstanding the provisions of (1) above, all Goods after delivery are at the Buyer’s risk and must be paid for notwithstanding the destruction thereof or any damage thereto however caused
    3. If the Buyer fails to pay for the Goods on the due date (or fails to pay any instalment in which case the whole outstanding shall immediately become due) or if the Buyer goes into receivership or is declared bankrupt (or any equivalent thereof) or enters into a composition with its creditors or if the Buyer, being a company, goes into liquidation or into receivership or is otherwise declared insolvent or prohibited from trading, then the Buyer shall immediately notify the Company thereof and shall, upon demand made orally or in writing by or on behalf of the company, deliver the Goods or cause the Goods to be delivered up to the Company or to the Company's order.
    4. In the event of the determination or repudiation of the contract (howsoever occurring) the Company is hereby irrevocably authorised to enter on to the premises of the buyer and repossess the Goods and any other Goods in the Buyer's possession the property in which is vested in the Company.
    5. The buyer will keep the Goods free from and will indemnify the Company against any charge, lien or other incumbrance thereon.
    6. If the buyer should make a new object of whatever nature from the Goods the subject of this Contract, or mix the Goods with any other object or objects or material, or cause or permit to be attached to the Goods any new object or objects or material, or if the Goods in any way whatsoever become a constituent of any other object, the Buyer will store such object or objects separately and the Company will be given legal and equitable ownership of such new object or objects, and further the Buyer shall hold such object or objects as bailees for the Company and the relationship between the Company and the Buyer with respect to such object or objects shall be one of bailor and bailee. This transfer of ownership will be deemed to have taken place at the moment that there is attached to the Goods the subject of this contract any new object or objects or that such Goods are converted into a new object or are mixed with or become a constituent of any other object. Until such time as payment has been made as stipulated above the Buyer shall hold the object or objects as bailees for the Company but shall have the power to sell or otherwise deal with the object or objects on the same conditions as set out above, and on condition that the Buyer shall keep accurate records of the object and objects resold or otherwise dealt with by the Buyer and shall include in those records details of price of any resale, the identity and address of the purchaser and the date when the resale price was paid, if at all.
  • Lien
    • Notwithstanding that credit may have been given to the Buyer under the Contract the Company shall in its discretion be entitled to retain possession of the Goods are any part thereof until payment for the Goods or parts thereof has been received in full and the Company shall be entitled to exercise a general lien or right of retention on all goods or any parts thereof in the Company's possession which are or are intended to become the Buyer's property in regard to all debts, damages or other sums due to the Company under any contract whatsoever between the Company and the Buyer.
  • Quality, Condition and Description of Goods and Services
    1. The Company warrants that products, parts or materials manufactured by it will be of good materials and workmanship and that reasonable care will be employed in assembling or incorporating items not manufactured by it and performing services and provided the Buyer has not tampered with the Goods the Company will at its own expense at its option replace or repair such defective Goods or remedy such defaults in service entirely at its own discretion. The exercise by the Company of any of the above options shall be or shall be deemed to be accepted by the Buyer in full settlement of all liability of the Company.
    2. The above warranty shall apply in respect of matters whereof the Buyer gives written notice and returns the Goods to the works of the Company carriage paid within 12 months of delivery or performance after which any claim including any in respect of the Company's negligence shall be absolutely barred. The Company shall not be liable for the cost of transporting, installing or maintaining Goods to which this condition applies.
    3. Such replacement repair or remedial services will be the absolute limit of the Company's liability and the Company will not be liable in any circumstances whatsoever for loss or damage of any kind suffered by the Buyer or by any third party howsoever caused whether by negligence or otherwise unless the same shall relate to personal injury or death and only then if the same shall arise out of the Company's negligence. Any condition or warranty which might otherwise be implied or incorporated by the Contract or by reason of Statute or Common Law is hereby excluded.
    4. Where Goods are sold to export customers the Company limits its warranty to the supply of replacement parts F.O.B.
  • Drawings, Specifications, etc.
    1. All descriptions, forwarding specifications, drawings and particulars of weights whether or not contained in the Contract document, are approximate only. The Goods will be in accordance with the company's specification at the time of manufacture and any earlier specifications drawings, descriptions or details shall not form part of the description or the parts or services supplied or to be supplied so that the Company shall not be under any liability in respect thereof.
    2. The Company reserves the right to modify or alter the design construction or appearance of any Goods manufactured or sold by the Company at any time.
  • Limitation
    • The Company shall be entitled to sub-contract all or any of its obligations hereunder.
      1. For any consequential or special loss or damage or claim by the Buyer including without limitation, delay, detention, loss of production, loss of profit, loss of time, charges or liability to third parties;
      2. For any loss or damage in excess of the contract price (or in the case of defect in a part only then the cost of manufacture of such part) and these limitations will apply (even in the case of breech of a fundamental term of repudiation by the Company and) even if further performance of the contract is frustrated.
  • Sub-Contracting
    • The Company shall be entitled to sub-contract all or any of its obligations hereunder.
  • Performance of Goods
    • Any information as to the performance of Goods supplied by the Company although given in good faith is not guaranteed and the Company shall be under no liability on account of such information. The Buyer shall satisfy himself that Goods ordered by him are capable of meeting his requirements.
  • Determination
    • If the buyer shall make default in or commit a breech of the Contract or of any of his obligations to the Company or if any distress or execution shall be levied upon the Buyer's property or assets, or if the Buyer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Buyer is a limited company and any resolution or petition to wind-up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company's undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being given to the Buyer any subsisting contracts shall be deemed to have been determined and the Company shall be entitled to recover from the Buyer all losses thereby arising including but not limited to those under paragraph 19 of these conditions otherwise.
  • Partial Completion
    • In the case of partial completion of an order by reason of any of the events referred to in paragraphs 9 or 18 of these conditions the Company shall be entitled to a quantum meruit in respect of all work done by it without prejudice to its rights should non-completion be occasioned by the Buyer.
  • Notices
    • Unless otherwise provided in writing any written communication or notice under the Contract shall be made or given by sending the same by ordinary prepaid first class letter post in the case of the Company to its current address and in the cast of the Buyer to his last known address and if so sent shall be deemed to be made or given two days after the date when posted.
  • Law Interpretation
    • The contract shall be governed by British Law and the Buyer shall submit to the non exclusive jurisdiction of the English Courts.
  • Arbitration
    • If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Company in connection with or arising out of the Contract either party may give to the other notice in writing of its existence with short particulars of the point in issue and of its intention (if necessary) to submit the dispute to arbitration. Such question, dispute or difference shall be referred to the decision of the arbitrator in England to be agreed on by the Buyer and the Company or failing agreement within 14 days of either party having given to the other the name of a suggested arbitrator, to be appointed on the request of either party by the President for the time being of the Institution of Electrical Engineers.
  • In the event that any one or more of the provisions of these Conditions of Sale shall be found to be illegal or unenforceable the notwithstanding this these Conditions shall remain in force and effect and such term or provision shall be deemed severed.