General Terms and Conditions (PDF)
1. General
In the event of any inconsistency between these conditions and those in your purchase order the former shall prevail.
2. PricesAll prices quoted by Balluff Limited are based upon manufacturers’ list prices (excluding valued added tax) and are subject to change without notice. Unless otherwise stated prices are for a single consignment to a single address. Where the purchaser requests items to be supplied with release certificates Balluff Limited reserves the right to make an extra charge for providing such certificates. Where agreed call offs are not adhered to by the purchaser, Balluff Limited reserves the right to amend the price structures in accordance with the terms of the quotation.
Whilst every effort has been made to ensure price list accuracy, no responsibility is accepted for any errors or omissions.
The price charged shall be that current at the date of despatch and will be liable to VAT at the current rate, excluding catalogues etc., which are zero rated.
3.PaymentTime for payment shall be of the essence. All accounts are payable on demand but in any case must be paid not later than 30 days from date of invoice. Balluff Limited reserves the right to suspend deliveries where payment is not received in accordance with above or in accordance with any alternative arrangement which shall be agreed in writing between the parties. Balluff Limited also reserves the right to withdraw credit terms shown above in this clause and substitute cash with order terms. Balluff Limited retain the right to charge interest on overdue accounts at the rate of 4 percent per month above Lloyds TSB bank’s base rate, to run from the date due for payment until the full amount has been paid.
4. New AccountsCustomers wishing to open ledger accounts are requested to furnish a Banker’s and two trade references.
5. Telephone OrdersOrders can be accepted by telephone only if an official order number is quoted by the purchaser. If a telephone order is confirmed in writing the purchaser must mark such written order with any confirmation reference given by Balluff Limited when the order was accepted on the telephone. Otherwise Balluff Limited cannot accept liability for any duplication of delivery that may occur.
6. Title.1. All goods supplied by Balluff Limited to a purchaser are at the risk of the purchaser from
the time of delivery.
2. Ownership of goods shall not pass to a purchaser until Balluff Limited has received in full
(in cash or cleared funds) all sums due to it in respect of the goods supplied by it to the
purchaser and all other sums which are or which become due to Balluff Limited from
a purchaser on any account.
3. Until ownership of any goods has passed to a purchaser, the purchaser must:-
4. hold such goods on a fiduciary basis as Balluff Limited’s bailee;
(a) store the goods (at no cost to Balluff Limited) separately from all other goods of the
(a) purchaser or any third party in such a way that they remain readily identifiable as
(a) the property of Balluff Limited;
(b) not destroy, deface or obscure any identifying mark or packaging on or relating
(b) to the goods supplied by Balluff Limited;
(c) maintain the goods in satisfactory condition and keep them insured on Balluff Limited’s
(c) behalf for their full price;
(d) hold the proceeds of insurance referred to in paragraph (d) above on trust for
(d) Balluff Limited.
5. A purchaser may re-sell any goods supplied by Balluff Limited before ownership has passed
to it solely on the following conditions:-
(a) any sale shall be effected in the ordinary course of the purchaser’s business at full market
(a) value; and
(b) any such sale shall be a sale of Balluff Limited’s property on the purchaser’s own behalf
(b) and the purchaser shall deal as principal when making such a sale.
6. Balluff Limited shall be entitled to recover payment for any goods supplied notwithstanding
that ownership of any goods has not passed from Balluff Limited.
7. The purchaser grants to Balluff Limited, its agents and employees an irrevocable licence at
any time to enter any premises where goods are or may be stored in order to inspect them
or to recover them.
A purchaser’s right to possession of any goods supplied to it by Balluff Limited shall terminate immediately if the purchaser has a bankruptcy order made against it or makes any arrangement or composition with its creditors or has a Receiver and/or Manager, Administrator or Administrative Receiver appointed of its undertaking or any part thereof or a resolution is passed or petition presented for its winding-up or any proceedings are commenced relating to the insolvency or possible insolvency of the purchaser.
7. DeliveryUnless otherwise stated carriage and packing are charged extra. Special deliveries (e.g. Securicor, Red Star, etc) are charged to the purchaser at cost. Overseas delivery costs will be charged to the purchaser in full. While Balluff Limited will take all reasonable steps to deliver the goods within the delivery period Balluff Limited accepts no responsibility for failure to do so. Balluff Limited reserves the right to deliver in more than one shipment at its discretion.
8. Despatch DatesAny times quoted for despatch are to be treated as estimates only and time for delivery shall not be made of the essence by notice. Whilst every endeavour will be made to meet these estimated times for despatch Balluff Limited shall not be liable in any manner whatsoever for failure to despatch within the time quoted.
9. Penalty ClausePenalty clauses on purchaser’s orders or contracts cannot be accepted unless a specific undertaking in writing is secured from Balluff Limited covering each order or contract concerned. Such an undertaking will not be regarded as valid unless signed by a Director.
10. CancellationCancellations of orders will not be accepted unless notified in writing to Balluff Limited at least 25 working days prior to the date of despatch. All cancellations will be subject to a cancellation charge.
11. Loss and Damage in TransitBalluff Limited will refund the cost of or at its discretion replace or repair free of charge, any of the goods proved to the satisfaction of Balluff Limited to have been lost of damaged in transit up to the moment of delivery, provided that within three business days after the receipt of the goods in the case of damage, or within ten business days of receipt of invoice in the case of loss, the purchaser notifies both Balluff Limited and the carrier in writing of the occurrence of the damage or loss and its nature and extent.
12. Rejectionunless otherwise agreed, goods rejected by you as not complying with the contract must be rejected within five business days of receipt by you.
13. Defects after DeliveryWe will make good by repair or at our option by the supply of a replacement, defects which, under proper use, appear in the goods within a period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by you for which we have disclaimed responsibility in writing), materials or workmanship. Provided always that defective parts have been returned to us if we shall have so required. We shall refund the cost of carriage on such returned parts and the repaired or new parts will be delivered by us free of charge.
14. Limitation of Liability1. All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by Section 12 of the Sale of Goods Act 1979)
are, to the fullest extent permitted by law, excluded from any contract between
a purchaser and Balluff Limited.
2. Nothing in these conditions excludes or limits the liability of Balluff Limited for
death or personal injury caused by Balluff Limited’s negligence or fraudulent
misrepresentation.
3. Subject to paragraphs 14.1 and 14.2:-
(a) Balluff Limited’s total liability in contract, tort, misrepresentation, restitution or
(a) otherwise arising in connection with the performance or contemplated performance
(a) of any contract between it and a purchaser shall be limited to the contract price payable
(a) by the purchaser; and
(b) Balluff Limited shall not be liable to any purchaser for any indirect or
(b) consequential loss or damage (whether for loss of profit, loss of business,
(b) depletion of goodwill or otherwise) costs, expenses or other claims for
(b) consequential compensation whatsoever (howsoever caused) which arise
(b) out of or in connection with any contract between Balluff Limited and a purchaser.
15. Technical DataWhilst every effort has been made to ensure the accuracy of technical data.
Balluff Limited accepts no liability in respect of any contingency arising
from errors or omissions.
16. QuotationsQuotations are valid for 30 days. Subject to price clause.
17. Force MajeureShould Balluff Limited be prevented from delivering at the agreed date by strikes, Lockouts, act of God, war, fire, tempest, flood, accident or damage to goods, or delay in obtaining or inability to obtain through scarcity of materials or for any other cause beyond Balluff Limited’s control Balluff Limited may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption of normal production of sale or cancel or vary the contract without compensation.
18. LawThe quotation any contract that shall result there from shall be governed in all respects by the laws of England. Failure to enforce any particular clause is not taken as a waiver of any other clause.