These terms and conditions apply to all contracts for the supply of goods by us (the company) and the placing of any orders for or receipt of such goods by a customer shall constitute its acceptance of these terms and conditions.
The company shall not be bound by any terms of conditions inconsistent with or additional to these terms and conditions, or any representations made by or on behalf of the company, unless the same are expressly adopted by the company in writing under the hand of a director of the company for the purpose of a particular supply.
The company shall not be bound by any contract for the supply of goods unless such contract is in writing and until it has confirmed the customer’s order in writing, or has dispatched goods in response thereto, and the company’s catalogue, price lists and other advertising matter shall not form part of any contract between the company and a customer.
No concession made by the company shall amount to a waiver or shall prejudice any subsequent exercise of its right (whether or not the customer shall have acted upon the same or shall have received any prior notice withdrawing such concession).
All contracts for the supply of goods by the company are governed by English law and the English courts shall have exclusive jurisdiction as regards any dispute arising in relation thereto, unless the company (at any time) elects otherwise.
2. Prices & Payments
(I) Prices for the company’s products are as shown on the company’s price list issued from time to time and may be subject to certain discounts as specifically agreed in writing by the company.
(II) All prices are subject to the addition of value added tax at the current rate (unless the order qualifies for exemption in accordance with present VAT legislation and a proper exemption certificate is supplied with the order).
We would advise you to check with your local VAT office for guidance before placing your order.
(III) All prices for the supply of goods by the company are liable to change, without prior notice, to the price ruling on the date of dispatch (particularly in the event of changes in the company’s associated costs), notwithstanding any confirmations of order previously made.
(IV) Terms are net unless otherwise stated and payment should be received within 30 days from the date of the invoice. Failure to comply with this condition will give Sidhil Ltd options under the Late Payment of Commercial Debts Regulations 2013.
The company shall be entitled:
- To suspend, cancel delivery or retake possession of any goods, which are or may become outstanding (under that or any other goods);
To be indemnified by the customer on demand for its costs incurred in connection with the collection of the overdue accounts;
To apply any sums received from the customer to settle its accumulated liabilities; and
To refuse or disallow, if otherwise appropriate, any discount formerly allowed.
(V) The prices shown in the Company price list are carriage paid England, Scotland and Wales mainland destinations only (other than exceptions explained below). Any type of delivery to Northern Scotland, the Western extremities of England and Wales, Northern Ireland and destinations involving transit over water will be charged at an agreed rate with a Sidhil representative. All direct customer deliveries in the normal carriage paid areas described above will be charged at £7.50 or 5% of the net order value, excluding VAT if greater than £7.50. All spares and service components will be subject to a minimum £7.50 delivery and packing charge.
(VI) A small order handling charge of £25.00 will be applied to all orders received by the company at a net value of less than £250.00.
(I) Metalwork products are normally finished in epoxy powder coating, as described in Sidhil product literature. The company reserves the right to supply a reasonable substitute colour without notice.
(II) The company shall be entitled to vary the design and/or specification of any goods to be supplied by it after contract and before dispatch, without prior notice.
(III) The customer acknowledges that is has made all necessary investigations and arrangements, independent of the company, to satisfy itself as to the quality, fitness and condition of the goods and has not relied upon any representation in respect thereof other than as specifically confirmed in writing by the company, all other obligations as may otherwise be implied on the part of the company are (so far as permitted by law) hereby excluded and negated.
(I) Any delivery dates quoted by or specified to the company are estimates only, and do not form contractual terms between the customer (who in the event of any delay in delivery, shall not be entitled to cancel its order) and the company (who in such event of delay shall not be liable for consequential loss or damage).
(II) The goods shall be at the sole risk of the customer from the time of the receipt by the customer or, if earlier, to a third party carrier organised by the customer.
(III) The method of delivery of the goods shall be decided upon by the company and in the event of any damage in transit prior to receipt by the customer, the customer must give the company full details thereof in writing, within 3 working days to Sidhil Ltd, Sidhil Business Park, Holmfield, Halifax, HX2 9TN, (time in this respect shall be of the essence) failing which the customer will be deemed to have irrevocably waived and abandoned any complaint and the company will be released from any liability in relation to such loss or damage. All deliveries are assumed to be ground floor deliveries.
5. Property – Romalpa clause
(I) The legal title in goods supplied by the company shall remain vested in it and shall not pass to the customer or third party until the price of such goods and any other goods supplied to the customer and other indebtedness of the customer to the company has been paid in full.
(II) The customer is only permitted to re-sell the goods if it is solvent. If the customer enters into liquidation (whether compulsory or voluntary), suffers the appointment of a receiver or an administrator, has an administration order made in relation to it or is struck off the register of companies, dissolved or otherwise ceases to exist the goods must not in any circumstances be re-sold.
(IV) For goods under legal title to the company and pending re-sale the customer shall store the goods separately, and the company shall be entitled at any time to retake possession and dispose of the goods (for its own account) and for that purpose to enter into any premises of, or controlled by, the customer.
6. Returns And Replacements
(I) In the event of any shortage or failure of delivery of, or any defect in, goods supplied by the company, the company may, provided the customer has notified it in writing within 3 working days of receipt to Sidhil Ltd, Sidhil Business Park, Holmfield, Halifax, HX2 9TN, (or in the case of non-delivery, within 7 days of the estimated delivery date), at the company’s option, replace or give the customer credit against the return thereof to the company.
(II) If the company chooses, on notification by the customer aforesaid, to replace or give credit in respect of undelivered or defective goods, that shall be in full and final satisfaction of all and any claims against it in respect of the same.
(III) In the absence of such notification, the company shall have no liability whatsoever in respect of any non-delivery, shortage or defects in the goods.
(IV) The company will not accept the return of goods delivered in accordance with a customers order unless a director of the company has agreed in writing to accept their return, which shall not constitute any admission on the company’s part. If the company has so agreed the goods shall be returned at the risk and expense of the customer and must be delivered to the company in perfect condition (otherwise their return will be rejected), and shall be subject to clause 7 (IV) hereof.
(V) If used, returned goods must be cleaned in accordance with DH Health Notice (93) 26 recommendations and information must be supplied of any contact with known contagious diseases and packaged suitably for safe transportation. Failure to comply with this term will result in a decontamination charge.
(VI) Waste Electrical and Electronic Equipment Regulations 2006 (as amended)(the “Regulations”).
(VI.I) The purchaser shall be responsible for the costs of collection, treatment, recovery and environmentally sound disposal of the product and replaced product (any product that is intended to be replaced by the product) in accordance with the regulations.
(VI.2) The purchaser shall not dispose of the product or the replaced product other than in accordance with the regulations.
(VI.3) The purchaser agrees to indemnify and keep indemnified the seller from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by the seller resulting from a breach of this clause.
(I) If the customer makes any default in or commits any breach of its obligations to the company or if distress or execution is levied against it or its assets or if it makes or offers any arrangement or composition with its creditors or commits any act of bankruptcy or to wind up the customer shall be presented or receiver of its property appointed, then the company shall forthwith be entitled:
- To elect to treat outstanding contracts and deliveries as terminated and cancelled and to be discharged from all further performance or outstanding liabilities to the customer and/or
To retain all monies paid by the customer (on account or otherwise) and to stop goods in transit, exercise liens there over and/or sell the same on its own account (without prejudice to any other rights it may have against the customer).
(II) In the event of hostilities, civil disturbances, plant breakdowns, government regulations or any other cause (whether or not of a like nature) beyond the company’s control, it shall be entitled to elect without compensation to the customer either to be relieved of all and any obligations thereby prevented or impeded and all liabilities to the customer which may otherwise arise from the same or to postpone delivery of the whole or any part of any consignment of the goods.
(III) A customer shall not be entitled to cancel any order for any item not held by the company in stock and in any other event the company will not accept cancellation unless a director of the company has agreed to such cancellation in writing, or by fax quoting a contact name and telephone number.
(IV) In the event of the company accepting cancellation or the return of goods hereunder, it shall be entitled to make (by invoicing the customer or reducing any credit given) a charge against the customer for its administration, storage and other consequential expenses, equal to 25% of the invoice price of the said goods. Carriage is charged at cost if collected by the company.
(V) In the event of a request for cancellation of an order for non-catalogue items, the company reserves the right to cover all its costs.
(I) Our warranty is provided against any manufacturing defect. Normal wear and tear, accidental damage, product misuse and non-approved modifications are excluded from the warranty.
(II) Although the company will endeavor to respond to all genuine warranty claims within a reasonable time scale, we cannot provide a guaranteed response time.
(III) All goods are covered by a one-year warranty unless otherwise indicated in the catalogue or agreed in writing.
(IV) The companies liability under its warranty obligations is to repair faulty products or at its discretion replace that product. The company accepts no consequential damages from any failure of the product beyond the cost associated to replacing that product with the same or equivalent product from the companies range.
(I) These terms and conditions are issued on 05/11/13 and supersede all previous versions of the terms and conditions.
The following terms are in addition to points 1 to 9 above and refer specifically to products, which are rented or hired from Sidhil.
- Definition of period of hire on rental agreement
(i) The hirer agrees to accept the minimum rental period for a rental agreement
(ii) The hirer may request a trial rental agreement when placing an order for which a minimum hire period shall be four weeks from the date of installation. If the hirer converts the trial rental agreement into a purchase agreement within four weeks the hirer shall be credited to a maximum of 50% refund of rental charges for the minimum rental period.
(iii) At the end of a trial rental period the rental agreement will automatically transfer into a Standard rental agreement unless the hirer has provided in writing a request to end the hire agreement. A standard hire agreement cannot be converted into a trial rental agreement.
11. Operating use by the user
(i) The hirer shall not permit
a. The operation of the goods by any person other than the persons employed by or under the direct supervision of the hirer
b. Any alteration, addition, attachment to the goods
c. The use of the goods for any clinical trial test or any aspects of performance measurement or comparison
(i) The hirer may cancel the agreement at any time after the installation of the goods but a charge as per clause 10
(ii) An agreement will be deemed valid once the goods have been delivered to the hirer or the hirers notified location
(iii) The hirer will continue to be charged for the goods under the rental agreement until such time as the hirer cancels the agreement in writing
13. Supply and delivery of goods
(i) Goods will be supplied to the hirer at the discretion of the supplier who reserves the right not to enter into an agreement
(ii) On receipt of an official order from the hirer the supplier shall endeavor to deliver and install the goods within 24hours
(iii) No goods will be supplied to the hirer unless
a. The hirer has provided the supplier with an order number; in cases of emergency the supplier at its own discretion may provide goods on a verbal request, the hirer has a duty to provide the supplier with an order number at their earliest convenience and no later than 72 hours after the goods have been delivered.
b. Payment is made before or at time of installation
14. Inspection of goods
(i) The supplier has the right to inspect its equipment in the hirers possession providing a reasonable period of notice. The hirer will make all necessary arrangements to enable this inspection.
- Insurance of the property
(i) It is the responsibility of the hirer to ensure the goods are insured against loss or irreparable damage whilst in the possession of the hirer.
(i) It is the responsibility of the hirer to ensure the goods are insured against loss or irreparable damage whilst in the possession of the hirer.
- Insurance of the property
(i) It is the responsibility of the hirer to ensure the goods are cleaned in accordance with the DH Health Notice HSG (93)26 recommendations before
a. The agreement can be terminated by the hirer and the goods removed from the hirers premises
b. The goods can be worked upon by the supplier’s employees
c. The cleaning shall not be carried out by the use of phenol-based substances
d. Goods are made available for repair or pick up which have been used in an environment were known contagious infections or disease have been present. The hirer will notify the supplier of the contagion and what actions it has taken to decontaminate the product. All costs associated to decontamination will be taken by the hirer.
17. Damage to goods in the hirers care
All damage to goods while in the hirers care shall
(i) Be notified to the supplier immediately they occur
(ii) Be repaired by the supplier and the additional cost of the repair will be fully born by the hirer
(iii) Provide an order number for the repair
(iv) Not be able to terminate the hire agreement until any repairs have been carried out to the satisfaction of the supplier
(v) Store the goods in a manner, which will not cause damage or harm to the goods or to risk their loss. If goods are damaged beyond repair or lost the hirer is liable to pay the supplier immediately the full market value of the goods as defined by the suppliers current price list.
18. Title of the goods
(i) Title of the goods in any hire, rental, loan, test, trial, evaluation or other situation where goods are supplied without full payment remain with the supplier. In the event under any of these situations the goods are disposed of either by sale or otherwise then the person or organization responsible for the goods at that time shall be liable for payment of the full market value of the goods as defined by the suppliers current price list
(ii) In the event the hirer allows a third party to take the goods the hirer shall remain liable for the safe return of the goods to the supplier on demand or immediately pay the supplier the full market value of the goods as defined by the suppliers current price list.
19. Provision of an official order or signature of acceptance of delivery
(i) The provision of an order number for the hire of goods is deemed to be provide in complete acceptance of these terms and conditions
(ii) By signature of acceptance of hired goods the signatory is deemed to have the authority to accept these full terms and conditions on behalf of their organization.
20. NHS Technical policies
(i) Sample goods remain indemnified under the Sidhil Limited Public and Product liability agreement (No. IFA015 and IFB015
These terms and conditions are issued on 01/11/15 and supersede all previous versions of the terms and conditions.