Conditions of Sale

1. Application

1.1 These Terms and Conditions shall apply to the purchase of the goods (“Goods”) or services (“Services”) detailed above by you (“Buyer”) from Micron Filtration Limited (“Seller”). No other terms and conditions shall apply to the sale of the Goods or Services unless agreed upon in writing between the Buyer and Seller.

2. Validity of Quotation

Unless previously amended or withdrawn the Seller’s quotation is open for the acceptance for the period stated therein or where no period is stated for 30 days after the date thereof.

3. Order

All orders on the Company shall be made by the Buyer in writing and be accompanied by sufficient information to enable the Company to proceed with the order if accepted. All orders are subject to acceptance by the Company and no contract shall exist until such acceptance has been issued by the Company to the Buyer.

4. Representations

4.1 Any and all representations whether in writing or verbal made by or given on behalf of the Seller are expressly excluded from the Quotation unless referred to therein. No modification or waiver of the provision hereof shall be effective unless the same shall be acknowledged in writing by the party against which the modification or waiver is invoked.

4.2 All specifications, drawings, performance data and particulars of weights and dimensions submitted with the Seller’s quotation are approximate only and the description and illustrations contained in the Seller’s catalogue, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract.

5. Price and Payment

5.1 The Prices are Ex Works and credit payment terms are 30 days from end of month.

5.2 Any increase in the cost of the Goods to the Seller due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, shall be reflected in the invoice in accordance with the Sellers right to increase the Price prior to delivery.

5.3 In the event of variation or suspension of work at the Buyer’s instructions or in the event of lack of instructions the contract price shall be adjusted accordingly.

5.4 If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after the date of notification that they are ready for despatch, the Buyer shall take delivery or arrange for storage. If the Buyer does not take delivery or arrange for storage the Seller will be entitled to arrange storage either at our own works or elsewhere on the Buyer’s behalf and all charges for storage, for insurance or for demurrage shall be payable by the Buyer.

5.5 Any increase in the Price under sub-Clause 5.2 shall only take place upon the Seller informing the Buyer of the increase in writing.

5.6 The Price is exclusive of fees for packaging and transportation / delivery.

5.7 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

5.8 Time for payment is of the essence of the Contract between the Seller and the Buyer. If the Buyer fails to make payment within the period in sub-Clause 5.1, the Seller may suspend any further deliveries to the Buyer and charge the Buyer interest at the rate of 1% per month on the amount outstanding until payment is received in full.

6. Test

The Seller’s products are carefully inspected and submitted to our standard tests before despatch.

It is the Buyer’s responsibility to ensure the Goods supplied are not used outside their operating parameters as defined in the installation instructions.

7. Damage or Loss in Transit

7.1 The Buyer is under a duty to inspect the Goods on delivery or collection.

7.2 If the Goods cannot be examined, the carriers note or such other note as appropriate must be marked “not examined”.

7.3 If the Buyer identifies any damage or shortages it must inform the Seller in writing within 3 days of delivery, providing details of the alleged damage or shortage. The Seller shall not be liable if the Buyer fails to provide such notice.

7.4 The Seller must be permitted to inspect the affected Goods before the Buyer uses, alters or modifies them in any way.

7.5 Subject to the Buyer’s compliance with this Clause 6 and the Seller’s agreement with any alleged damage or shortages, the Seller shall make good any and all damage and shortages within a reasonable time.

7.6 The Seller shall be under no liability for and shall not indemnify the Buyer against any matters arising from damage or shortages.

7.7 In the case of loss in transit or delay in delivery notification in writing shall be sent to the Seller and the carrier by the Buyer within 14 days of the date of the advice note. “Not examined” signatures do not relieve the Buyer of this liability and the Seller shall not be responsible for any claim or claims if the Buyer fails to comply with provision of this clause.

8. Delivery

Time is not of the essence and any times quoted for despatch are to date from receipt by us of a written order to proceed and of all necessary information to enable us to put the work in hand. If certified drawings are called for the delivery time will run from the date on which we receive the drawings back duly approved.

9. Risk and Title

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection.

9.2 Legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price.

9.3 The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with Clause 5. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost.

9.4 The Buyer’s right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if:

(a) the Buyer commits a material breach of its obligations under these Terms and Conditions;

(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

(c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

(d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

10. Warranty

10.1 The Seller undertakes to repair or replace free of charge any part or parts of the Goods developing defects through faulty workmanship or materials within a period of 12 months from the date of delivery provided always that in respect of any and all parts or components not of the Seller’s manufacture the Buyer shall be entitled only to such warranty or warranties which the Seller shall have received from the supplier or suppliers of such parts or components in respect thereof but not so as to impose on the Seller in respect of such parts or components a liability greater than that imposed on us.

10.2 The Seller shall not be liable for defects arising out of normal wear and tear, the Buyer’s failure to follow any instructions given by the Seller, misuse or alteration of the goods, negligence, wilful damage or any other act of the Buyer, its employees, agents or any other third party.

11. Liability

11.1 Subject to these Terms and Conditions and except where the Buyer is purchasing the Goods as a consumer, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

11.2 The Seller shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.

11.3 The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of the Seller:

(a) for death or personal injury caused by the Seller’s negligence;

(b) for any matter for which it would be illegal for the Seller to exclude or limit its liability;

(c) for fraud or fraudulent misrepresentation.

12. Communications

All notices required to be given to the Company shall be given in writing addressed to the Company’s registered offices at 13 Laburnum, St Helens, Merseyside, WA11 9DZ.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

14. No Waiver

No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

15. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

16. Law and Jurisdiction

16.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

16.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.