1. Definitions

1.1 ‘Buyer’

means the person, body of persons, firm or legal entity who buys or agrees to buy goods from the seller.

1.2 ‘Conditions’

means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.

1.3 ‘Delivery Date’

means the date specified by the Seller when the goods are to be delivered.

1.4 ‘Goods’

means the goods, articles or equipment which the Buyer agrees to buy from the Seller.

1.5 ‘Price’

means the price for the Goods excluding carriage, packing, transport, insurance, installations, electricity, civil job or VAT.

1.6 ‘Seller’

means Velyen Elevación y Engrase S.L., Parque Industrial Ciudad de Carlet, 46240 Carlet, Valencia, Spain.

(the person whose name and address appears in the box marked ‘Seller’ overleaf)

  1. Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2 Any quotation or tender by the Seller is not binding upon the Seller and may be withdrawn at any time though any such quotation or tender shall be open for 30 days from the date of issue after which period the price and delivery quoted shall be subject to review by the Seller.

2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.4 Acceptance of delivery of the Goods

(or in relation to export sales provision of the letter of credit referred to in 3.4 below)

shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.5 Any variation to these Conditions (including any special terms and conditions agreed between parties) shall be inapplicable unless agreed in writing by the Seller.

2.6 All single orders comprising of various components (i.e. vehicle lifts) shall be invoiced individually once delivered/& or installed, whichever is applicable to the terms as set out in the order, whereupon payment will be due in accordance with paragraph 3.3 of these standard conditions of sale.

  1. The Price and Payment

3.1 The Price shall be the price set out exw Valencia .

3.2 The Price is exclusive of VAT and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the goods (whether initially charged on or payable by the Seller or Buyer) which shall be due at the rate ruling on the date of the Seller’s invoice.

3.3 Payment of the Price and VAT shall be in advance on the Invoice, but depending on credit reference agencies.

Time for payment shall be of the essence.

3.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above ECB interest base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.

3.5 Export sales shall require before any step is taken by the Seller by way of delivery an irrevocable letter of credit for the total value of the contract established in the Seller’s name with a first class Spanish Bank on placing the order.

  1. The Goods

4.1 The quantity and description of the Goods shall be set out overleaf.

4.2 The Seller reserves the right, in order to conform to current best engineering practices, to make changes in design or construction. Such changes shall in no way effect other provisions of the contract.

4.3 The Buyer may request on reasonable notice in writing changes in design, construction or delivery and the Seller will in its absolute discretion, provided no Statute, Regulation made thereunder, or Code of Practice is infringed, do its best to comply. Any consequent change in price shall be added to or subtracted from any price agreed and shall be stated overleaf.

4.4 All drawings, descriptive specifications and dimensions submitted by the Seller are approximate only and any description or illustration of the goods contained in the Seller’s catalogue is intended only to present a general indication of the goods described therein and shall not form part of the contract.

4.5 Unless the Seller is the sole designer of the goods no responsibility for inaccuracies, bills of quantities, specifications or other information supplied by the Buyer is accepted. Likewise, unless the Seller has wholly prepared the design of the goods or it is agreed in writing, the Seller will not be responsible for any defects or accidents or happenings arising out of faulty design. Liability in respect thereof is excluded.

  1. Guarantees

5.1 Goods shall be guaranteed for a period not exceeding 6 months from the Delivery Date and to the extent only that the Seller’s liability is limited only to making good (by repair or replacement) any defects developing in goods of the Seller’s manufacture under proper use and solely from faulty design, materials or workmanship, and provided that such defective parts are promptly returned free to the Seller unless otherwise arranged.

5.2 The Guarantee covers parts only. Labour will be charged at current rates including travelling and will have VAT and other taxes or duties relating to the manufacture, transportation, export, import, sale or delivery of the goods added.

  1. Warranties and Liability

6.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller as set out overleaf. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act) all other warranties, conditions or terms not expressly stated in the contract whether relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.

6.2 The Buyer warrants that it has complied with every applicable statute, order, direction, by law or other lawful requirement or instruction of any lawful authority and that it has lawfully obtained every necessary licence, permit or authority that may be required in connection with the purchase of goods hereunder.

  1. Limitation of Liability

The Seller shall not be liable for consequential or special damage in connection with any circumstances hereunder including without limitation loss of profits, loss of contracts, loss by reason of plant shutdown, non-operation or increased expense of operation. Except as expressly stated herein any other remedy otherwise available in law is hereby excluded except to the extent such exclusion is prohibited by rule of law.

  1. Legal Contributions

8.1 The Buyer shall reimburse the Seller for any fines, taxes, statutory fees and other contributions imposed on the Seller by any Government or other authority having jurisdiction over the site to which goods are to be delivered. The Buyer will be responsible for and shall pay any such fines, taxes, etc as are imposed on it.

8.2 In the event the Seller is subject to any tax (other than European Income or Corporation Tax) on income earned under any contract the Buyer will reimburse the Seller in respect thereof to the extent he is allowed by the applicable law of the delivery site.

  1. Local Conditions

9.1 This contract is deemed to have been based on such information data regarding local conditions as shall have been supplied by the Buyer to the Seller for the purpose of tendering and/or quoting and, should the Seller encounter conditions or obstructions not furnished in the aforesaid information and data which it could not have reasonably foreseen, the Buyer will meet any additional expense to which the Seller has been or may be put by reason thereof.

  1. Access to Site

10.1 The Buyer shall give the Seller, its agents or employees, access to and possession of the site of delivery from a date agreed between the parties for the purposes of delivery and installation. In the event of any delay in the granting of such access and possession an adequate extension of time shall be granted to the Seller to allow completion of the said delivery and/or installation.

  1. Delivery of the Goods

11.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date.

11.2 The Delivery Date is that stated overleaf. Though it is given in good faith the Delivery Date is approximate only unless otherwise expressly agreed by the Seller in writing the Seller shall not be liable for any loss or expense whatsoever which the Buyer shall have incurred or may incur as a result of the Seller’s failure to meet it.

 

11.3 Unless otherwise agreed in writing by the Seller delivery of the goods to site will be by road transport which requires good class roads of sufficient width to permit unrestricted access of the goods.

If, in the course of delivery of the goods difficulties are experienced in transportation over soft ground or other obstacles of whatever nature then additional costs shall be borne by the Buyer.

11.4 If delivery of the goods is delayed or cancelled for any reason beyond the Seller’s control such as, but not restricted to, riots, war (whether declared or not), civil commotion, act of competent authority, strike, lockout, default or delay on the part of the Buyer its agents or sub-contractors, or a third party, flood, earthquake, storm or tempest, accident, force majeure delay, loss or damage of materials or equipment in transit, the Seller shall be granted a reasonable extension of the time to overcome the same and shall be reimbursed for any additional expenses it shall have incurred or may incur by reason of such delay. No delay shall entitle the Buyer to repudiate the Contract.

11.5 If, for any reason, the Buyer shall be prevented from taking delivery of the goods when those goods are ready for delivery the Buyer shall pay the price in accordance with clause 3 hereof and any additional expenses incurred in the storage, protection, insurance and preservation of the goods against loss, deterioration, destruction by fire or damage from the time when the goods would have been delivered but for that reason until the time the Buyer is no longer prevented from taking delivery.

  1. Installation of the Goods

12.1 Where the contract specifically includes labour for installation then progress of the work shall be continuous otherwise the Seller reserves the right to recover additional costs incurred by reason of delays beyond its control.

12.2 The Buyer shall supply at its own expense necessary water, lighting, electric power and telephone facilities unless otherwise agreed.

12.3 Where the Buyer requires inspection and tests to be carried out over and above any agreed inspection schedule contained in the contract all costs in connection therewith shall fall to the Buyer.

  1. Insurance and Indemnity
  2. a) The Seller shall effect personnel accident and employer’s liability insurance on behalf of its personnel performing services hereunder.
  3. b) The Buyer shall be responsible for insurance of the goods from the date of despatch from the Seller’s premises.
  4. c) The Seller shall be responsible for and shall insure all or any equipment under its control on the Buyer’s site during delivery and installation of the goods until installation is complete. If installation is delayed and additional premium payable for the additional time period involved shall be reimbursed to the Seller by the Buyer within 7 days of completion of installation or provision by the Seller of proof of such additional premium being due (whichever is the later).
  5. d) The Seller shall effect automotive liability insurance to cover its obligations in which the Seller furnishes automotive equipment hereunder and shall indemnify the Buyer against all claims demands, actions and proceedings arising out of the ownership, maintenance, use or operation of the same.
  6. e) The Buyer shall indemnify and hold the Seller harmless against:
  7. i) Any liabilities, losses, claims, costs and expenses that may result from loss of or damage to

any property (including that of the Seller) or injury to or death of any person (including any

employee of the Seller) that may arise out of any act or omission of the Buyer, its employees,

agents or sub-contractors in connection with the contract; and

  1. ii) Any liabilities of the Seller or its employees to third parties arising out of any use or application made or reliance placed on the contract works.
  2. f) The Buyer shall indemnify the Seller against all actions, costs (including legal costs in defending

any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement

of any patent, registered design, copyright, trademark or other industrial or intellectual property

rights resulting from compliance by the Seller with the Buyer’s instructions, where express or implied.

  1. g) The Buyer will indemnify on demand the Seller against all loss, damage, injury, costs and expenses

of whatever nature suffered by the Seller to the extent that the same are caused by or related to:

  1. i) Specifications to designs for the goods given or stipulated by the Buyer.
  2. ii) Defective materials or products supplied by the Buyer to the Seller where such materials or products are incorporated by the Seller into the goods;

iii) The improper incorporation, use, processing, storage or handling of goods or any other

matter supplied as part of the contract by the Buyer.

  1. Copyright

The copyright of all designs, drawings and specifications furnished by the Seller to the Buyer vests in and shall remain the property of the Seller and all such designs, drawings and specifications shall be treated by the Buyer as strictly confidential and shall not be divulged to third parties without the Seller’s prior permission in writing.

  1. Acceptance of the Goods
  2. a) The Buyer shall be deemed to have accepted Goods upon delivery to the Buyer.
  3. b) After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with

the contract.

  1. Title and Risk
  2. a) Risk shall pass on despatch of the Goods from the Seller’s premises.
  3. b) Title (i.e. legal and beneficial ownership) shall remain with the Seller until payment in full has been

received by the Seller for;

  1. i) the goods
  2. ii) any other goods supplied by the Seller

iii) any other monies due from the Buyer to the Seller on any account

  1. c) Until Title has passed under 16(b) above the Buyer shall be a bailee of the equipment and shall keep

it separate and readily identifiable as the Seller’s property.

  1. d) Notwithstanding 16(b) and 15(c) above the Buyer may (as between it and its customer only)
  2. i) as principal in the ordinary course of business sell the goods by bona fide sale at full market value
  3. ii) use the equipment in the ordinary course of its business
  4. e) Likewise, notwithstanding 16(b) and 16(c) above the goods shall be deemed sold or used in the

order delivered to the customer.

  1. f) Any resale by the Buyer (whether in accordance with 16(d) or not) shall be made by the Buyer as

the Seller’s agent.

  1. g) The goods shall be held on trust by the Buyer for the Seller, pending the passing of title, even if

mixed or incorporated into other goods or equipment.

  1. h) In the event of resale by the Buyer before Title has passed any proceeds of sale shall be placed by

the Buyer in a separate account and the Seller shall have the right according to law to trace such

proceeds.

  1. i) The Buyer will, when accounting to the Seller for the entire proceeds of sale made under 16(d)(i)

pay to the Seller a commission equivalent to the difference between the sums owed to the Seller and

the value of such proceeds.

  1. j) At any time prior to Title passing to the Buyer the Seller may (without prejudice to any other of its

rights and regardless of whether payment is overdue or there is or has been a breach by the Buyer

of not of its obligations under the contract):

  1. i) retake possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the Buyer authorises.
  2. ii) require delivery of all or any part of the goods to the Seller’s premises.
  3. k) Terminate the Buyer’s authority to resell or use the equipment forthwith by written notice which

authority shall forthwith terminate upon any insolvency of the Buyer or it going into liquidation

(as defined in the insolvency) or it having a receiver or other similar officer appointed or

calling meeting of its creditors or any execution or distress being levied on goods in its possession.

  1. l) The Seller may, at any time, appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer.
  2. m) Each Clause and sub-clause of this clause is severable and distinct.
  3. Remedies of Buyer
  4. a) Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect

of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform

to the contract of sale.

  1. b) Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall

have no liability whatever to the Buyer in respect of those Goods save as is expressly stated herein.

  1. c) The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
  2. Proper law of contract

This contract is subject to the law of Spain.