M.C. INTEG LTD
CONDITIONS OF SALE

1. GENERAL

A binding contract will be concluded upon Company's written, or implied by performance, acceptance of the Customers written order and such Contract will incorporate these conditions of sale as the terms thereof.

2. LIMITS OF THE CONTRACT

The Contact includes and is in respect of only those goods and services, which are clearly specified in the Customer's written order.

3. DRAWINGS AND DESIGNS

a) All descriptions specifications drawings catalogues and particulars of weight and dimensions submitted with any tender or quotation by the Company are approximate and shall not be binding on the Company nor shall it be a term of the Contracts that the Company shall manufacture or produce to any such specification drawing catalogue or particulars of weights and dimensions.
b) The Company will not be responsible for any inaccuracies in any drawings, bill of quantities, specifications or other information supplied by the Customer and unless the design of the goods has been wholly prepared by the Company or unless responsibility for such design has been specifically accepted by the Company in writing, the Company will not be responsible for any defects or accidents or happenings arising out of any inaccuracy defect or faulty design and in that regard the customer shall keep indemnified the Company against any claim by third parties therefrom

4. CLERICAL ERRORS

The Company is entitled to correct clerical errors, which are found to have occurred, and the Company shall not be liable therefore.

5. DESPATCH

The time given for despatch is given in good faith and such time commence upon acceptance by the Company of the Customer's order to proceed and all the information necessary to allow work to be put in hand. The Company shall not be liable for any delay in the despatch of the goods arising as a result of any strike, lock-out, war, fire, accident or defective materials or any other cause beyond the Companys reasonable control or from the Customers failure to provide any relevant information or instruction and in any such circumstances a reasonable extension of time will be granted. In that regard time is not of the essence.

6. ERECTION

All quotations for erection unless other wise specified are based on the general assumption that the site will be free for access of materials, tools and tackle, and presents no obstacle to the proper and continuing performance of the work during the ordinary week-day working hours and over-time as necessary; such general assumptions are in addition to the specific assumptions contained in clause 7 regarding crane hire and usage. The Customer will provide proper foundations at normal ground level, do all cutting away and making good builder's work and all preparations necessary and incidental thereto provide good access roads, and hard standing and if required arrange suitable accommodation for all workmen within reasonable distance of the site.  In quotations for outside work at day work rates all travelling expenses, all extras in respect of over-time, hire and carriage and necessary expenses such as (but within limitation) those in connection with tools and tackle and cutting away will be borne by the customer and are not included in the price originally quoted to the Customer in the tender.

7. CRANE HIRE AND USAGE

a) In addition to those assumptions concerning site conditions referred to in clause 6 hereof where any crane or lifting apparatus is used to move or erect any goods on the Customers premises or any other site not under the Companys control the Customer will ensure that the foundations for such site are sufficient to carry the weight of the crane or said lifting apparatus and that such site does not contain underground cavities, streams, utilities, services or cellars the above which may collapse wholly or partially as a result of using the said crane at the place and if required to do so, the Customer will confirm in writing that no such hindrance exists. The Customer will be solely responsible for any damage to the said crane or lifting apparatus, the goods, any underground utilities or services and the site itself as a result of the Customer failing to ensure that its obligations under sub clause (a) have been met.
b) The price of the goods shall be exclusive of crane hire, including insurance, for delivering the goods to or moving or erecting the goods on either the Customers premises or any site where the goods are to be installed or erected any crane hire made for such purposes by the Company shall be quoted for separately. Where the Customer hires a crane for such purpose or uses any crane in its own ownership or control for such purposes it shall ensure that the crane is properly certificated and insured including insurance for the full price of the goods in the event that the goods are damaged as a result of a defect in or malfunction of the said crane or lifting apparatus.

8. TERMS OF PAYMENT

Payment in respect of any goods or services supplied shall be due within thirty days of the date of the Companys invoice.  Overdue payments shall bear interest at the rate of 3 percent above base rate of Nat West Bank Plc for the time being, such interest to accrue from day to day.
In relation to payments of the Companys account, time deemed to be of the essence. If the Customer is in default of the provisions of this clause 8 then any obligations of the Company shall cease while and for so long as such default shall continue.

9. VERBAL INFORMATION FOR REPRESENTATION.

No liability will be accepted by the Company for any verbal information whether given or received unless confirmed in writing. The Company shall not be liable in respect of any statement made by an officer, employee, agent or other representative of the company in relation to goods which induced or contributed to the Customers decision to enter into a Contract unless such statement is made or confirmed in writing prior to the acceptance by the Customer of the Contract under the provision of these conditions.

10. PRICE VARIATION

The Contract price is based on the costs of the materials labour transport and statutory obligations prevailing at the date of the Companys tender, and if between that date and the completion of the work variations shall occur in these costs the Company shall be entitled to vary the Contract price accordingly

11. INTERIM PAYMENTS

The Company reserve the right to supply goods or perform services by instalments and to render a separate invoice in respect of each instalment for which the terms of clause 9 hereof shall apply. The Company further reserve the right to issue invoices to the Customer periodically or from time to time whether of not the Contract has been performed in whole or in part by the Company and whether the Contract is stated to be performed by instalments and the provisions of clause 9 shall apply. If any sum is not paid to the company on the due date the Customer shall be deemed to be in breach of Contract and the Company may decline to supply any further goods or services to the Customer or cancel the Contract.

12. EXTRA COST

If work under the Contract is suspended as a result of the Customers instructions or through lack of such instructions due to any alteration in design quantity or specification by the Customer the Company shall be entitled to increase the Contract price accordingly.

13. CANCELLATIONS AND VARIATION

After acceptance of the Customers order no cancellation or variation will be accepted without the written consent of the Company and upon such terms as the whole Company in its sole discretion specifies.

14. GUARDING

a) Contracts for installation in the United Kingdom.
The basic guards included in the tender are those, which in the Companys experience are essential and have been provided in the past. Any supplementary guards quoted as an extra are those which the Company considers will be required by the majority of inspectors in order to comply with Health and Safety at works act 1974 or any amendments to or re-enactments thereof.  However, the Company cannot guarantee that they will be acceptable to a particular inspector and any additional guards required by such an inspector or for any other reason will be extra to the Contract price.  The Customer my opt to provide such supplementary guards in liaison with the local inspectors whereupon the Company must be notified IN WRITING to this effect to avoid a breach of the law
b) Contracts for installation overseas.
The price is inclusive only of such guards as are specified in the tender. Should additional guards be required by the inspector or to meet local conditions or for any other reason whatsoever these will be an extra to the Contract price.

15. NOZZLE LOADS

Unless specified in your enquiry the evaluation of allowable nozzle loads will not be included in our quotation.  When nozzle loads are specified we will endeavour, by experience, to identify the worst-case nozzles & run check calculations to estimate the cost Impact. Our quotation will in this case include for a full analysis of all service nozzles but this will only be carried out in the event of an order. 

If the full analysis should result in increased reinforcement or wall thickness we reserve the right to claim the associated additional costs.  We will discuss this situation with you at the time, as it may be possible to reduce the nozzle loads by evaluating actual nozzle loads.

16. TESTS

All products are carefully inspected and where practicable submitted to tests at the Companys works before despatch. If the Customer requires special tests to be made either in his presence or otherwise agreed such tests shall be carried out at the Companys works and shall be charged for extra to the Contract.

17. DELIVERY

a) The price of the goods does not include delivery charges, and these will be charged extra to the Contract price based on costs or carried charges.  The Customer is further responsible for al off-loading of goods at their destination. Should the Customer refuse to accept or be unable to take delivery of the goods when they are ready to be delivered the Company reserve the right to make storage charges for goods remaining in their hands longer than Two weeks after their being ready for despatch.
b) The risk in the goods will pass to the Customer upon goods being loaded on to the transport conveying them from the Companys premises.
c) Where it is specifically agreed that as part of the Contract price the cost of delivering the goods is to be borne by the Company whether such delivery to be to the Customers premises or elsewhere at the Customers direction, the Company shall not be responsible for any damage or injury sustained or during transit.
d) If a consignment of goods is not delivered to the Customer or elsewhere at the Customers direction, within period of Seven days of the issue by the Company of any advice not relating to thereto the Company shall nevertheless be deemed to have delivered the goods in accordance with terms hereof unless written notice is given to the company within three days of the expiration of the said period of seven days.
e) Where goods are received by the Customer in accordance with the terms hereof the Customer shall be deemed to have had a reasonable opportunity to examine the same and to have accepted the same in accordance with the terms hereof unless written notice to the contrary is given to the Company with three days of the date of such delivery and the Company shall not be liable in respect of any matters which were or should have been apparent upon any such inspection.

18. SITE STORAGE

Where a Contract involves delivery of goods to a site upon which the Company had agreed to carry out assembly or erection work, the Customer undertakes to provide adequate safe and suitable storage for all for such time as they are required assembly or erection as aforesaid and the Company shall not be liable for any damage or defect arising out of such storage of for any delay or expenses resulting therefrom.
The Customer will store or deal with such goods and any materials belonging to the Company or arrange for them to be stored or dealt with separately or in such manner as to enable the said goods or materials to be distinguished from any other goods or materials of the Customers or any third party.

19. CUSTOMERS MATERIALS

Materials or components supplied by the Customer for use on or in connection with any goods to be manufactured by the Company will be stored at the Customers risk and the Company will accept no liability whatsoever for damage to or for the suitability or performance of any such items or for any consequential damage or loss arising from their use or from their incorporation in any goods.

20. GUARANTEE

Subject to the provision of clauses 15 and 17 hereof for a period of six calendar months after the goods have been dispatched or notification of the availability for dispatch has been given to the Customer the Companys liability in relation thereto will be limited to making good of any defects developing in such goods under the proper use by the Customer and arising solely from faulty design materials and workmanship of the Company provided always that any defective parts are promptly returned carriage paid to the Companys works.  Any repaired or replaced parts will be delivered free of charge. After expiry of the said six months period all further liability on the part of the Company shall cease. In the case of goods not of the Companys manufacture but supplied under the terms of any agreement between the Company and the Customer, the Customers rights will be limited to the benefits of any guarantee given to the Company by its supplier of such goods.

21. CONSEQUENTIAL LOSS

The Company shall not be liable for any consequential loss, damage or expenses of any kind.

22. OWNERSHIP

a) The goods shall remain the Companys property until the Customer has paid for them in full and has paid all Monies due to the Company under the Contract and/or any other Contract outstanding between the Company and the Customer. Until such time the Customer shall hold the goods become affixed to any land or other real property owned by the Customer or wherein the Customer has any interest the company shall be entitled to enter upon such land or property and remove said good: where the goods have not been so affixed the Customer herby grants the Company, its agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess or inspect them at any time: and in each such instance the Customer shall indemnify the Company, in respect of the costs and expenses incurred by the Company in so doing.
b) Where under the terms of this or any further or other Contract between the Company and the Customer or the Customer and third party, the goods come into possession of a third party the Company may require the Customer to assign to the Company any more, debts or other rights which the Customer may have against the said third party arising out of further Contract until such time as all the Customers indebtedness to the Company has been discharged.
c) The Customers right to possession of the goods shall cease if:
1) The Customer has not paid for the goods in full by the expiry of any due date for payment allowed by this Contract: or
2) The Customer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement: or
3) A receiver, liquidator or administrator is appointed in respect of the Customers business.

23. INDEMNITY

a) The Customer undertakes that the goods, equipment and materials supplied under the terms of the Contract will not be used for any purpose or in any manner state or condition such that this would at date of completion of the Contract contravene any enactment or regulation and to keep the Company indemnified against claims which may be made against it in respect of such use.
b) The Customer warrants to the Company that here is and will continue to be in force a valid policy of insurance in respect to of any employers liability risks in relation to any labour supplied by the Customer and used in connection with the assembly or erection of the goods or materials supplied under the Contract and the Customer agrees to indemnify the Company in respect of any claims made by the Customers employees against the Company arising out of or in connection with the said assembly or erection work.
c) Where under the terms of the Contact the Company agrees to erect, assemble or install any goods at any place other than the Companys works the Customer shall ensure as far as the circumstances permit that any and all equipment and materials supplied by it for use by the Companys employees shall e safe and adequate in so far as they relate to the Companys employees and that the premises at which work of the erection, assembly or installation is to be done is as fit and safe top carry works of that nature as in all the circumstances it is reasonable to expect and this shall apply  whether or not the said materials, equipment, personnel or systems are supplied under the terms of the Contract.
d) The Customer undertakes to Indemnify the Company in respect of any liability to the Company, which may occur to employees of the Company as a result of the Customers failure to company with the above conditions.

24. LIQUIDATED DEMANDS.

Unless specifically agreed to in writing by each parties hereto on or prior to entering into this Contract, In the event that either party shall allege that the other is in breach of the Contract and that such party is entitles inter alia to damages as a result, such party shall under no circumstances be entitled to damages ascertained by the reference to the Contract price nor to any sum allegedly stipulated and agreed to by the parties hereto.

25. INFRINGEMENT OF THIRD PARTY RIGHTS  INDEMNITY BY THE CUSTOMERS.

Where the Customer has provided designs, drawings, models, plans, specifications or other information to the Company (hereinafter called The Materials) and the Company uses and causes to be used the materials in accordance with the instructions of the Customer the Customer will at all times fully and completely indemnify and keep indemnified the Company against all costs, charges, damage and expenses which the Company may become liable for pay, incur or sustain in connection with or arising out of any action or claim brought against the Company by reason of the Company infringing or breaching or being held out to have infringed or breached any right in respect of (but without limitation) any Copyright Patent Trademark or any other industrial property right relating to the materials.

26. SCOPE

No term inconsistent with any term herein contained is to be implied or incorporated into any Contract by reference to any standard terms or conditions of sale or dealing referred to by or on behalf of the Customer.  Where there is a conflict between the terms herein contained shall prevail. Any Agreement by the Company or its representatives whether unconditional or otherwise to enter into any such Contract whereby a Customer or other parties set standard terms and conditions are to be incorporated into the Contract must be read subject to clause 24 provided that his clause 24 shall not apply in respect of any Contractual term referred to herein which is subject of specific agreement in writing between the parties in the Contract.

27. ARBITRATION

If at any time any question dispute or difference whatsoever shall arise between the Company and the Customer or in relation to or in connection with the Contract wither party may give to the other notice in writing of the existence of such question dispute or difference and the same shall refer to the arbitration of a person in England appointed by the president for the time being of the Institute of Mechanical Engineers neither side to be personally represented.

28. LEGAL CONSTRUCTION.

The Contract shall in all respects be constructed and operate as an English Contract and in conformity with English Law.