Terms and conditions of sale
ARNOLDS ENVIRONMENTAL LIMITED TERMS AND CONDITIONS OF SALE
SALES.COND.98.ISSUE.14. 13.08.09
This issue of our Terms and Conditions of Sale replaces all previous issues and governs all supply of product from Arnolds Environmental, from the above issue date, until any subsequent issue of our terms is produced.
A) Definition: The phrase “the Company” where used in these terms shall mean Arnolds Environmental Limited.
1. All offers and quotations made by us, and all orders accepted, are subject to the following conditions as if included in such offers, quotations or order.
2. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
3. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Arnolds Environmental.
4. Arnolds Environmental’s employees or agents are not authorised to make any representations concerning the Goods, their application or use and/or service unless confirmed by Arnolds Environmental in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed and the buyer accepts they act entirely at their own risk.
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Arnolds Environmental shall be subject to correction without any liability on the part of Arnolds Environmental.
6. Where the Goods consist (in whole or part) of products manufactured by third parties, then the Contract shall consist of these Conditions together with the terms and conditions of the relevant third party manufacturer so far as they relate to the use of the products.
B) Prices
1. All orders are accepted and quotations made subject to the Arnolds Environmental’s right to charge its price ruling at the date of despatch unless specifically otherwise agreed in writing by Arnolds Environmental.
2. Prices quoted apply to the quantity quoted and may not apply to lesser quantities than specified.
3. Where prices are quoted for annual usages and the quantity quoted for is not taken within 12 months from the date of the Buyer’s order, Arnolds Environmental reserves the right to retrospectively charge the difference in price between the quoted price and the price applicable to the lower quantity actually taken.
4. All prices are exclusive of Value Added Tax which will be charged when appropriate.
C) Orders and Specifications
1. No order submitted by the Buyer shall be deemed to be accepted by Arnolds Environmental unless and until confirmed in writing by Arnolds Environmental’s authorised representative.
2. The Buyer shall be responsible to Arnolds Environmental for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Arnolds Environmental any necessary information relating to the Goods and/or service within a sufficient time to enable Arnolds Environmental to perform the Contract in accordance with its terms.
3. Where:
3.1 The Goods are to be manufactured by Arnolds Environmental; or
3.2 Any process is to be applied to the Goods by Arnolds Environmental; or
3.3 the Service is to be provided by Arnolds Environmental; in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Arnolds Environmental against all loss, damages, costs and expenses awarded against or incurred by Arnolds Environmental in connection with or paid or agreed to be paid by Arnolds Environmental in settlement of any claim for infringement or any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Arnolds Environmental's use of the Buyer's specification.
3.4 Arnolds Environmental reserves the right to make any changes in the specification of the Goods.
3.5 Arnolds Environmental reserves the right to subcontract, in whole or in part, its obligations hereunder.
3.6 All advice of product suitability or regulatory compliance is given in strict accordance with the following disclaimer:
Arnolds Environmental Disclaimer
Please note that due to the many application variants, which could affect seals and sealing performance, all of the information supplied is given in good faith and in Arnolds Environmental’s best judgement and is meant for guidance purposes only. We make no warranty that any Arnolds Environmental part will perform satisfactorily in a given application and would strongly recommend an independent evaluation prior to acceptance. Arnolds Environmental reserves the right to amend all dimensions, statements and technical data without any prior notice.
D) Customer Special Requirements
Any compliance specification required, such as ATEX Certification, W.R.C. Materials, F.D.A. or 3A Compliance, or to any other standards, or requirements for non-standard production materials to those stated on Standard Mechanical Seal Material Specification in Engineering Standards 1.5, must be clearly specified upon your written order. Our acceptance of the same is solely confirmed by our confirmation upon our Sales Order Acknowledgement. You must check the same for confirmation and validation of your requirements within the Sales Contract.
E) Small Orders and Carriage
1. Small orders are not subject to a minimum item charge where the product is one of Arnolds Environmental’s four main product groups.
Carriage will be charged on all despatches in accordance with the current version of ‘Arnolds Environmental Limited Carriage Options and Charges’ Price List. The carrier choices are solely those selected by Arnolds Environmental, we are unable to despatch by customers own carriers collection.
2. Goods will be despatched by such method as we judge best. Where a special instruction is given, e.g. courier, such services will be charged at cost.
3. If the customer would like to collect product/orders using their own carrier this is possible and should be clearly stated upon their order. The customer must then arrange for collection of the product within 48 hours of the goods being available. If the goods are not collected within this period, Arnolds Environmental will arrange despatch by the most appropriate method and customer will be charged at the standard cost, as per Arnolds Environmental Carriage Price List.
4. Due to repeat losses and lack of proper insurance cover, we will not despatch any consignment over £100 value by post.
5. Arnolds Environmental will apply a £10 surcharge to all despatches direct to any location that is not a branch of Arnolds Environmental’s customer placing the order. If requesting despatch direct to a branch it is the responsibility of the customer to ensure Arnolds Environmental are aware the new address is a branch.
F) Returns Policy
1. Returned items will be inspected upon receipt. Items that are returned by the Buyer, in a condition as sold and are stock items under our Stock Policy, will be accepted back by Arnolds Environmental. Arnolds Environmental will refund these items, LESS 15% REASSESSMENT CHARGE to cover costs of full inspection, re-packaging etc. The Buyer will be liable for any and all carriage charges that arise as a result of the return.
2. If the items returned have been produced by Arnolds Environmental specifically to fulfil an order of the Buyer, Arnolds Environmental will only accept these items back onto stock and issue a refund (less 15% reassessment) if they are Stock Policy items. The Buyer will be liable for any and all carriage charges that arise as a result of an agreed return.
3. Arnolds Environmental cannot refund any returned items that were correctly produced specifically against the Buyers order that are not Stock Policy Items. Arnolds Environmental will not be liable for any carriage charges that arise under these circumstances.
4. Returned goods with claims for incorrect supply by Arnolds Environmental, will usually be accepted by Arnolds Environmental and a full refund (including carriage incurred) will be issued. Arnolds Environmental reserves the right to assess each case of return individually. Arnolds Environmental’s decision regarding refund is final. Any agreement to refund under these circumstances does not constitute an admission of liability.
5. ‘Sale or Return’ – Under some circumstances Arnolds Environmental will agree to sell products on a ‘Sale or Return’ basis. Under this agreement the Buyer can return purchased goods in a condition as sold and within an agreed time limit, and receive a full refund. Any ‘Sale or Return’ agreement between Arnolds Environmental and the Buyer must be made before the Buyer orders.
G) Cancellation by the Buyer
1. No order which has been accepted by Arnolds Environmental may be cancelled by the Buyer except with the prior agreement in writing of Arnolds Environmental and any such agreement shall be on terms that the Buyer shall indemnify Arnolds Environmental in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Arnolds Environmental as a result of cancellation. However, if we have incurred no costs because of the cancellation (example an order for stock product) we will not charge you any costs and we will accept cancellation.
2. Defects in any products shall not entitle the Buyer to cancel the remainder of an order or contract, nor shall it be entitled to return products already delivered which are not defective.
3. Every endeavour will be made to adhere to the estimated time of delivery given upon our acknowledgement of order but failure to do so does not constitute a breach of contract.
4. The terms and conditions as stated in our order acknowledgement form the basis of a contract between Arnolds Environmental and its Buyer and it is therefore incumbent on the Buyer to submit in writing details of any clause or condition of sale which he believes cannot be met. A Buyer will be deemed to have received and agreed to these terms and conditions unless he informs Arnolds Environmental to the contrary WITHIN 7 DAYS of the date of the acknowledgement.
H) Export
1. Orders are quoted and accepted as Ex-Works prices unless quoted otherwise.
I) Delivery and Receipt of Goods
1. All goods are checked before despatch. Careful examination of packing should be made for small parts, and care should be taken that consignments received are strictly in accordance with details as shown on our delivery note which should also correspond with the invoice sent separately by post. Our invoice constitutes written advice as to date and quantity despatched.
2. Every effort is made to ensure that the quantity of goods despatched corresponds exactly with the quantity advised on our delivery note. However, especially on small components, there will inevitably be a margin of error and, therefore, ARNOLDS ENVIRONMENTAL
REQUIRES ITS CUSTOMERS TO ACCEPT A MARGIN OF ERROR OF +0.5% ON ALL DELIVERIES, and will not entertain claims for shortages unless the shortage is greater than 0.5% of any item advised.
3. Where goods are specifically manufactured against a Buyer’s order we reserve the right to over deliver or under deliver up to 10% of the quantity ordered and invoice accordingly and consider the order complete.
4. It is a condition laid down by the carrier that all claims must be notified in writing within seven days of receipt of goods, or, in the case of non-delivery, within fourteen days after the date of despatch. After this period no claim can be accepted.
5. Claims for incorrect quantity or quality will only be recognised or considered if notified to us in writing within seven days of receipt of goods.
6. If the goods are found to be defective in material or workmanship and are so reported to us within seven days of delivery to the purchaser, we undertake to replace the goods without charge to the purchaser. It is a condition of such undertaking that we are satisfied that the defect existed at the time when the goods left our premises. Our liability is limited to replacement of the goods in exchange for the goods originally supplied.
J) Advice
1. Any advice or information which we may offer to customers or prospective customers is given to the best of our ability, having regard to the relevant factors known to us, but is given expressly without any liability on our part.
2. All advice of product suitability or regulatory compliance is given in strict accordance with the following disclaimer:
Arnolds Environmental Disclaimer:
Please note that due to constantly developing legislation, which may negate the contents of this document, all of the information supplied within is given in good faith and in Arnolds Environmental’s best judgement and is meant for guidance purposes only. We make no warranty that any Arnolds Environmental part will perform satisfactorily in a given application and would strongly recommend an independent evaluation prior to acceptance. Arnolds Environmental reserves the right to amend all statements and technical data without any prior notice.
K) Arnolds Environmental’s Designs
1. Any designs, drawings, plans, data or other information relating to the Goods ("Designs") supplied by Arnolds Environmental to the Buyer, or specifically produced by Arnolds Environmental for the Buyer in connection with the Contract together with the copyright, design rights or any other intellectual property rights in the Designs shall be the exclusive property of Arnolds Environmental. The Buyer shall not disclose to any third party or use any such Designs except to the extent that it is, or becomes, public knowledge through no fault of Arnolds Environmental, or as required for the purposes of the Contract.
2. It is the responsibility of the purchaser to satisfy himself that goods are suitable for the purposes for which they are required and any implied condition that the goods are fit for any particular purpose is hereby excluded.
L) Payment Terms
1. Our terms of payment are net monthly. Therefore goods shipped in any month should be paid for prior to the end of the subsequent month. If balances are outstanding Arnolds Environmental reserves the right to charge interest on outstanding balances at the rate of 2.5% per month or part thereof.
2. If default in due payment is made Arnolds Environmental shall be entitled to suspend delivery of any further products until the default is remedied.
M) Title to Goods
1. The title to goods and ownership thereof, shall not pass to the Buyer until full payment has been made (regardless of any right of the Buyer to withhold such payment) and until the date of the payment the Buyer shall store the goods in such a way that clearly identifies them as the property of the seller.
2. The Buyer shall be responsible for comprehensively insuring the goods or new objects as the case may be. If goods in the original state or otherwise are sold by the Buyer, damaged or destroyed whilst in the custody of the Buyer prior to full payment to the seller, the proportion of the proceeds of sale or of the insurance monies, amounting to not less than the invoice price of such goods shall be paid to the seller forthwith after receipt by the Buyer.
3. The Buyer shall give the seller the right of entry into his premises to repossess goods or objects up to the full value of the invoice price for such goods.
N) Liability and Limited Warranty
1. Arnolds Environmental warrants that the Goods and/or Service will be free from defects in material and workmanship for a period of six months or in the case of mechanical seal repairs three months from the date of their initial use or six and three months respectively from delivery, whichever is the first to expire.
2. The sole obligation of Arnolds Environmental under this Limited Warranty shall be to repair or replace or have its Distributor repair or replace any defective products from stock or if immediately unavailable to speediest production schedule of a complaint communicated in writing.
3. In no circumstances whatever shall Arnolds Environmental be liable for any consequential loss suffered by the customer whether caused by Arnolds Environmental’s negligence, misrepresentation, breach of contract, warranty, or howsoever, and in these terms and conditions the term “consequential loss” is agreed to include but not to be limited to;
i. any loss of profit, revenue or income;
ii. any liability under any claim brought or intimated by a third party, and
iii. any expenditure directly or indirectly caused by, related to or arising out of any defects or failures in the Goods.
4. Without prejudice to the aforesaid, in no circumstances whatever shall Arnolds Environmental’s liability or the amount of any indemnity,
damages or compensation payable by Arnolds Environmental on any claim or claims whatsoever concerning or relating, directly or indirectly, to the goods and including but not limited to claims based on negligence, misrepresentation, breach of contract, warranty or the aforesaid guarantee, exceed in total Arnolds Environmental’s invoice price of those of the Goods which are complained of, excluding VAT.
5. Any Distributor shall ensure that the Limited Warranty, Disclaimer and Exclusions recited above (the "Limited Warranty") is disclosed and provided in writing to each purchaser prior to or contemporaneous with each purchase. Authorized Distributor shall indemnify and hold harmless Arnolds Environmental and its officers, employees, agents and affiliates against any cost, expense or liability (including without limitation reasonable attorneys' fees) incurred by Arnolds Environmental relating to the Authorized Distributor's failure to timely disclose and provide the Limited Warranty.
6. With respect to both Arnolds Environmental Distributors and their customers, the Limited Warranty shall supersede and displace any additional, inconsistent or supplemental warranties, limitations or exclusions of damages provided by Arnolds Environmental Limited's standard terms and conditions of sale or other documents or representations.
7. The above warranty is given by Arnolds Environmental subject to the following conditions:
7.1 Arnolds Environmental shall be under no liability in respect of any defect in the Goods and/or Service arising from any drawing, design or specification supplied by the Buyer;
7.2 Arnolds Environmental shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Arnolds Environmental’s instructions (whether oral or in writing) in particular, but not limited to, the incorrect handling or application of the Goods, misuse or alteration or repair of the Goods without Arnolds Environmental’s approval;
7.3 Arnolds Environmental shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and/or Service has not been paid by the due date for payment;
7.4 Subject as expressly provided in these Conditions, and except where the Goods and/or Service are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.5 Nothing in these Conditions of Sale and in particular in clauses 4 to 6 hereof shall be taken as excluding or restricting or as attempting to exclude or restrict Arnolds Environmental’s liability for death or personal injury resulting from negligence as defined in the Unfair Contract Terms Act 1977. Where the Customer deals as a consumer (as defined in the Consumer Transactions (Restrictions on Statements Order) 1976) its statutory rights shall not be affected by these terms and conditions.
8. Under no circumstances shall any recovery of any kind against Arnolds Environmental be greater in amount than the price of the products to the buyer.
O) Infringement of Patents, Registered Designs or Copyright
1. The Buyer shall indemnify Arnolds Environmental against all damages, costs and expenses to which the seller may become liable as a result of work done in accordance with the Buyers specification which involves infringement or alleged infringement of a patent registered design or copyright.
P) Legal Interpretation
1. The contract between Arnolds Environmental and the Buyer is governed by English law and the Buyer submits to the non-exclusive jurisdiction of the English Courts.
Q) Miscellaneous
1. Arnolds Environmental reserves the right to alter the design of its products at any time.
2. Invoice queries must be raised within 14 days of receipt. After this period, any claim may be rejected entirely at Arnolds Environmental’s discretion.
3. Confirmation orders must be clearly marked ‘confirmation’ by the buyer. In the event this is not the case and an order is supplied twice, Arnolds Environmental will accept the return if the product is stock policy, not specially manufactured for the buyers order and product is fit for re-sale. A 15% inspection and re-stocking charge will be applied to any agreed return.
4. Verbal orders are accepted by Arnolds Environmental. Any such order is repeated back to the buyer and then acknowledged. It is the responsibility of the buyer to then check such acknowledgement and advise Arnolds Environmental of any discrepancy. Any product despatched before such advice will be accepted as a return, if the product is stock policy, not specially manufactured for the buyers order and product is fit for re-sale. A 15% inspection and re-stocking charge will be applied to any agreed return.
5. What we intend to produce/supply, to customer request details for all new seal designs, requirements and amendments based on technical information, drawings and/or samples supplied to us, will be communicated back to our customers prior to production. It is beholden upon customers to check fully and acknowledge acceptance, of these details and if this is not received by Arnolds Environmental, then no liability will be accepted, should the supplied product not be to the customers requirements.
R) Seal Refurbishment
1. The stated lead time is subject to conditions at the same time of quotation. Please note that on receipt of confirmation to proceed, supply lead-time(s) can vary dependant upon stock levels and work in progress (at that time).
*All prices exclude VAT*. Carriage extra. Arnolds Environmental Limited conditions of sale apply.
Note: In the absence of material specification details, please note that the standard materials used for repair will be as follows:
Metallic: AISI 316L, unless we consider the part to be 304 stainless
Elastomers: Viton
Faces: Silicon Carbide/Resin Impregnated Carbon/Aluminium Oxide/Nickel Bound Tungsten Carbide/Chrome Oxide.
It is the responsibility of the customer to identify any and all variations from the specification above.
Pressure tests are not done, following seal refurbishment, unless requested in writing by the purchaser, and confirmed by Arnolds Environmental.
