O.Kay Engineering Services Ltd.
STANDARD CONDITIONS OF SALE
1.1 In these conditions “Seller” means O.Kay Engineering Services Ltd. “Buyer” means any company firm or individual or agent thereof to whom the
Seller’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 Seller.
2. APPLICABILITY OF CONDITIONS
2.1 The Seller concludes contracts for the supply of goods subject only to these conditions. The Buyer accepts that these conditions shall govern relations
between Buyer and Seller to the exclusion of any other terms including without limitation conditions and warranties written or oral expressed or implied
even if contained within any of Buyer’s documents which purport to provide that the Buyer’s own terms shall prevail. No variation or qualification of
these conditions or of any quotation or contract arising here from shall be valid unless agreed in writing by the Seller.
2.2 No quotation shall be binding upon the Seller where the quotation contains the words “budget” or “budgetary” in its title or states or implies that the
quotation is established for budget purposes.
2.3 The time limit for validity or acceptance of Seller’s quotation is 30 calendar days from date of quotation or as stated in the quotation which latter time
2.4 The contract shall be deemed to have been entered into when the Buyer has sent an acceptance in writing before the expiry of the time limit provided
that there shall be no binding contract unless the acceptance reaches the Seller not later than one week after the expiration of such time limit.
2.5 If Buyer order varies the goods and/or conditions set out in Seller’s quotation the contract shall be deemed to have been entered into when upon receipt
of an order the Seller has sent an acknowledgement in writing within the time limit (if any) set by the Buyer.
3. SCOPE OF SUPPLY
3.1 The supply includes only the goods specified and quantified in Seller’s quotation or order acknowledgement. In the event that the goods stated in the
quotation are not the same as stated in the order acknowledgement the latter shall prevail.
3.2 The supply will include where appropriate one set of technical documentation for the goods.
3.3 Except where specifically included in the goods the supply does not include the following:
(1) all and any civil engineering and building works necessary for the offloading positioning installation operation and maintenance of the goods.
(2) design and calculations for civil engineering and building works.
(3) provision of power and other service supplies and connection to the goods.
(4) repositioning or removal and disposal of existing plant/equipment in the installation area of the goods.
(5) design control and incorporation of equipment materials and accessories into the goods and between the goods and other equipment.
4. MODIFICATIONS EXTRA WORK AND PRICE VARIATION
4.1 Where the price agreed for the contract is fixed the Seller reserves the right to amend the price under circumstances of –
(1) amendment or extension of design work requested by Buyer or arising from failure of Buyer to supply required technical information at due time to
(2) amendment or extension of supply instructed or requested by Buyer.
(3) suspension or delay in work instructed by or caused by Buyer or his suppliers.
(4) delay in delivery or installation of goods requested by Buyer or due to Buyer or his supplier’s default.
(5) storage and/or additional handling of the goods by Seller due to Buyer not able to accept delivery of the goods on due date.
(6) increase in cost of labour or materials.
(7) delay in installation work by Buyer or his suppliers causing waiting time and/or additional visits by Seller staff.
(8) in the case of equipment and/or accessories imported for the contract and paid for in currency other than Sterling variations in exchange rate between
that applying at quotation date and that on payment date.
(9) changes in any law or any order, regulation, or bye-law having the force of law in the United Kingdom introduced by local or national authorities and
affecting the Seller in meeting its contract obligations.
4.2 Seller shall advise Buyer when circumstances above arise and on resolution of such circumstance shall inform Buyer of the price amendment caused
thereby by way of a Contract Variation.
5. VAT: IMPORT PERMITS, LICENCES AND DUTIES
5.1 Unless otherwise stated in the quotation or order acknowledgement the contract price is deemed to exclude Value Added Tax. To the extent that the tax
is properly chargeable on the supply of the goods provided by the contract in the country of origin or the country of delivery the Buyer shall pay such
tax as an addition to payments otherwise due to the Seller under the contract.
5.2 For delivery of the goods to countries other than the United Kingdom the Buyer shall obtain all import permits or licences required for any and all parts
of the goods in a reasonable time having regard to the time for delivery of the goods. The Buyer shall pay all customs and import duties and taxes
arising upon the importation of the goods into the country in which the goods are to be installed.
6. PAYMENT TERMS
6.1 Unless otherwise stated in the quotation or order acknowledgement the terms of payment shall be –
25% of contract price at the time of formation of the contract
70% of contract price on availability of goods for despatch at contract delivery date
5% of contract price 30 days after completion testing of the goods or 60 days after availability of goods for despatch, whichever is the sooner. Invoices
shall become payable on presentation and may be rendered by Seller as soon as the contract or each part thereof has been completed. If several contract
delivery dates apply for part supply a despatch payment shall be invoiced for each part delivery. Despatch payments shall be made by Buyer before
goods are released for delivery.
6.2 Monies paid or due to be paid at the time of formation of contract are non-refundable.
6.3 In the event that Buyer is not able to take delivery on due date for whatever cause the despatch payment shall be invoiced on due date to, and shall be
payable by, Buyer.
6.4 In the event that Buyer fails to make payment on the due date Seller reserves the right to charge interest at the rate of 2% over and above the base rate of
the Midland Bank plc for the time being on all overdue payments.
6.5 Notwithstanding the terms of payment offered, in the event that Seller cannot subsequently obtain satisfactory credit references for Buyer, Seller
reserves the right to be paid in full by Buyer before products and services are supplied
7. BONDS AND FINANCIAL GUARANTEES
7.1 Seller does not undertake to enter into bonds, financial guarantees, sureties, or other similar arrangements.
O.Kay Engineering Services Ltd.
8.1 The place of delivery shall be as stated in the quotation or order acknowledgement. In the absence of any stated place delivery shall be ex-works Seller’s
8.2 The time for delivery shall be as stated in the quotation or order acknowledgement. If the delivery time is stated in weeks such calendar week period
shall run from the date of formation of the contract pursuant to clause 2.3 or 2.4 above or from the date on which the Seller is in possession of such
information drawings and Buyer approvals as may be required for him to put the work in hand, whichever may be the later.
8.3 Should delay in delivery be caused by any of the circumstances mentioned in clause 16 or by an act or omission of the Buyer and whether such cause
occurs before or after the time or extended time for delivery there shall be granted such extension of the delivery time as is reasonable having regard to
all the circumstances of the case.
8.4 Time of delivery or performance shall in no event be of the essence of the contract.
9. PACKING TRANSPORT AND STORAGE
9.1 Goods shall not be packed for delivery or storage except when specifically stated in the quotation or order acknowledgement. Small items will be
packed in a manner suitable for the transport means utilised.
9.2 For ex-works contracts goods shall be loaded by Seller onto suitable transport provided at Seller’s factory by Buyer. For contracts where delivery is
other than ex-works Seller shall load goods onto transport provided by Seller and shall deliver to the place stated as clause 8.1.
9.3 Except where specifically included, as a Seller responsibility in the quotation or order acknowledgement offloading from transport at the delivery place
is Buyer’s responsibility.
9.4 In the event that Buyer cannot accept delivery on the due date for whatever reason Seller shall place the goods into storage on behalf of and at the cost
of Buyer. Unavoidable degradation of the goods during storage is Buyer’s responsibility. Goods delivered to Buyer that are not to be installed
immediately shall be stored by Buyer in a suitable manner and at his cost and responsibility.
10. BUYER MATERIALS
10.1 Materials or components supplied by Buyer without charge for use on or in connection with the goods shall remain at Buyer’s risk.
10.2 Seller accepts no responsibility for the suitability or otherwise of Buyer supply items.
11. PROPERTY AND RISK
11.1 Risk in the goods shall pass to Buyer at the time and place of delivery. In the event that goods are placed in storage by Seller as clause 9.4 risk in the
goods shall pass to Buyer as soon as goods are in storage.
11.2 Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not
pass to Buyer until Seller has received in cash or cleared funds payment in full for all goods delivered to Buyer under this and all other contracts
between Seller and Buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall
include the amount of any interest or other sum payable under the terms of this and all other contracts between Seller and Buyer under which goods
12. SITE WORK
12.1 Where installation and/or completion testing of the products is included in the contract the site of such installation and/or completion testing shall be as
stated in the quotation or in the order acknowledgement.
12.2 Where included in the contract installation and/or completion testing of the products shall commence immediately upon delivery to the installation site.
The estimated time periods in working days for installation and completion testing are indicated in the quotation or order acknowledgement.
12.3 Mechanical installation services by the Seller comprise the following –
(1) provision of skilled labour, tools and tackle
(2) erection, positioning and fastening-down of the products
Except where specifically included in the scope of supply the Buyer shall provide the following –
(3) clearance/preparation of the installation and access area prior to Seller commencement
(4) all civil works, pits, building modifications, and similar
(5) suitable lifting equipment
(6) precautionary fire-fighting equipment for “hot” working
(7) electrical supplies at 110V/240V required for handtools
(8) lighting of the work area
(9) removal/disposal of material and redundant equipment in the installation area.
12.4 Electrical installation services by the Seller comprise the following –
(1) provision of skilled labour, tools and tackle
(2) supply and fitting of cabling and cable supports between electrical components and control panel(s) included in the products
(3) supply and fitting of cabling and cable supports between the products and associated control panel(s) where specifically included in the quotation or
(4) except where specifically included in the scope of supply the Buyer shall provide the following:
provision and cabling of controlled power supply to Seller control panel(s)
12.5 Completion testing services by the Seller comprise the following –
(1) running and checking each item of the goods for correct functioning
(2) running and checking all items together without materials and then with the materials to be handled to demonstrate satisfactory performance
(3) where specifically included in the contract training of Buyer’s staff in the operation of the goods.
For the completion testing service the Buyer shall supply the capable and willing operatives necessary for operation, a sufficient quantity of the
materials to be handled, suitable power and other services, containers and other devices required for normal operation.
12.6 For installation and completion testing services the Seller’s standard working times are 0730 to 1700 with 30-minute lunch break Monday to Friday
excluding Public Holidays. Additional hours and weekend/Public Holiday working will be undertaken when included in the contract or agreed as Extra
Work pursuant to clause 4.
13. TAKING-OVER (ACCEPTANCE)
13.1 The products shall be taken over by the Buyer upon completion of installation and satisfactory completion testing. Taking-over shall not be delayed or
refused unreasonably by Buyer nor by reason of minor defects which do not materially affect the capability and functionality of the products.
13.2 The criteria for taking over shall be as stated in the contract and/or in any taking-over schedule agreed between Buyer and Seller.
13.3 On completion of satisfactory completion testing a taking-over certificate will be presented by Seller for signature by both Buyer and Seller. Any minor
defects remaining shall be recorded on the certificate.
13.4 On completion of the taking-over certificate and on payment of any moneys due pursuant to clause 6 the products will be taken over by the Buyer and
released for use.
O.Kay Engineering Services Ltd.
14. DRAWINGS AND OTHER DOCUMENTS
14.1 Dimensions, weights, capacity, performance rating, and other data shown on drawings, catalogues, specifications, and similar documents submitted with
quotation or order acknowledgement shall not be binding save to the extent that they are by reference expressly included in the contract.
14.2 Any drawing or technical documents intended for use in the construction of the goods and submitted to the Buyer prior to or subsequent to the
formation of the contract shall remain the property of the Seller and shall not, without Seller’s consent, be utilised by the Buyer nor copied reproduced
or communicated to a third party.
14.3 Seller accepts no responsibility for consequences of whatsoever nature arising from errors and inaccuracies in documents and technical information
provided by Buyer and by Buyer’s suppliers.
14.4 Buyer approval of certain technical documents will be sought by Seller during the contract and such approval shall not be unreasonably withheld or
delayed. Approval does not relieve Seller of his obligations under the contract.
15.1 If, within 12 months or 2000 hours of operation from taking-over or 15 months from completion of delivery (as defined in clause 8) whichever is the
sooner, there shall appear in the goods any defect which arises under proper use solely from faulty design materials or workmanship the Buyer shall
give written notice thereof to the Seller. Provided that the defective goods or parts have been returned free of charge to Seller’s factory or as otherwise
agreed, the Seller shall make good the defective goods at his option by repair or replacement. Any goods returned to the Seller shall be transported to
the Buyer under the same terms as the original delivery.
15.2 In the event that the repair or replacement work needs to be carried out on site then this will be carried out by Seller without charge during normal
weekly working hours providing that Buyer allows full and free right of access to the goods.
15.3 By way of exception to clauses 15.1 and 15.2 the Seller limits liability under the following circumstances:
(1) Seller specifically excludes from warranty all consumable and wear parts which shall normally be specified at the time of order
(2) Seller specifically excludes from warranty any items of equipment so specified in quotation or order acknowledgement and such equipment shall then
be warranted only as stated therein
(3) Warranty shall be void unless installation, completion testing and maintenance are carried out by personnel authorised by Seller
(4) Warranty shall be void if goods are put into operation before taking-over pursuant to clause 13
(5) Warranty shall be void if goods are operated for more than 250 hours per month on average unless expressly agreed to the contrary by Seller in writing
(6) Buyer is responsible for ensuring that all necessary and reasonable maintenance is regularly carried out.
15.4 Such repair, replacement or remedial services will be the absolute limit of Seller’s liability and Seller 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.
16.1 The following shall be considered as cases of relief if they intervene after the formation of contract and impede its performance: force-majeure,
industrial disputes, and any other circumstances (e.g. fire, shortage of transport, general shortage of materials, restriction in use of power) when such
other circumstances are beyond the control of the parties.
16.2 The party wishing to claim relief by any of the said circumstances shall notify the other party in writing without delay on the intervention and on the
16.3 The effects of the said circumstances, so far as they affect the timely performance of their obligations by the parties, are defined in clauses 6 and 8.
17.1 The Seller shall in no circumstances be liable –
(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 liabilities to third parties.
(2) for any loss or damage in excess of the contract price (or in the case of a defect in a part only then the cost of such part) and this limitation will apply
(even in the case of breach of a fundamental term or repudiation by the Seller and) even if further performance of the contract is frustrated.
(3) save where the Buyer has given written notice to the Seller that Buyer is not effecting insurance (thus enabling the Seller to effect its own insurance and
to reflect the costs thereof in the contract price) for any loss or damage covered by insurance or which would ordinarily be covered by insurance.
Should any dispute arise in connection with the contract (other than a claim for payment of the price of the goods and interest thereon) it shall be referred to an
arbitrator to be agreed between the parties. If the parties fail to agree upon an arbitrator within 21 days then an arbitrator may be appointed on the
application of either party to the President for the time being of the Institution of Mechanical Engineers. Such arbitration shall be subject to clause 19.
The decision of the arbitrator shall be final.
19. GOVERNING LAW
19.1 The quotation or any contract that shall result therefrom shall be governed in all respects by English law.
20.1 Termination of the contract for whatever cause shall be without prejudice to the rights of the parties accrued up to the time of termination.
20.2 Termination by either party shall be made in writing and effective on date of receipt by the other party.
20.3 The Seller shall be entitled to terminate the contract at any time without liability to the Buyer if;
20.3.1 the Buyer makes any voluntary agreement with its creditors or becomes subject to an administration order or goes into liquidation (other than for the
purpose of amalgamation or reconstruction on terms previously agreed in writing by Seller) or – being an individual or firm – is or becomes insolvent or
is or becomes bankrupt; or
20.3.2 a receiver or an administrative receiver is appointed for any of the property or assets of the Buyer; or
20.3.3 the Buyer ceases or threatens to cease to carry on business.
21. INDEMNITY AND INSURANCE
21.1 The supply is covered by Seller’s public liability insurance policy with a limit of indemnity of £5m (five million pounds sterling).
21.2 In the event that transport is within Seller’s scope the goods are covered by Seller insurance during transit subject to clause 11.2. Such cover ceases at the moment of arrival at delivery place.
21.3 The Seller will indemnify the Buyer up to a maximum sum of £10000 against liability, loss or costs awarded against or paid by the Buyer in connection
with any claim that the products infringe the patent, design copyright, trade mark, or other intellectual property rights of other person or persons.