EASY LINER LLC STANDARD TERMS AND CONDITION OF SALES
In these Conditions, the Seller means Easy Liner LLC, the Particulars of Contract are the details of the Contract set out overleaf, the Buyer and the Goods are respectively the person and the products specified in the Particulars of Contract as such. Appointed Person means a director or appointed manager of the Seller, and the Contract means the Contract for the sale of the Goods by the Seller to the Buyer comprising the Particulars of Contract and these Conditions. These Conditions shall apply to all contracts of sale with the Seller in relation to the goods and services supplied by the Seller,
2. No express terms other than those contained in these Conditions and the Particulars of Contract shall be part of the Contract, and the Contract may only be varied in wrung by an Appointed Person. No representations or warranties relating to the Goods or advice or recommendation on the use of the Goods are binding on the Seller unless confirmed by the Seller in writing is response to a written request of the Buyer specifically referring to this Condition.
3. Unless otherwise specified, quotations made by the Seller shall automatically lapse If no order is received by the Seller within 30 days of the date of quotation. None of the Sellers distributors. agents or employees are authorized to conclude contracts orally or over the telephone, and quotations, statements is price lists, or sales literature and advertisements do not constitute offers. No contract for the sale of Goods shall be concluded until the Seller has accepted an order of the Buyer by Sending to the Buyer an Acknowledgment of Order signed by an Appointed Person.
4.1 If any delivery tine is specified in the Particulars of Contract, this period shall commence on the later of the date of the Sellers written Acknowledgment of Order and the date the Seller receives all the information necessary to allow it to proceed without interruption, or if the Buyer requests any variation to the Contract, the date of the Sellers written confirmation of its agreement to such variation.
4.2 Although the Seller will endeavor to complete the Contract within any specified delivery time or by any specified delivery date, that time or date is an estimate only and the Seller shall not be liable for any reasonable delay in delivery.
4.3 Any delivery time specified shall (in any event) be extended by any period or periods of Force Majeure during which the manufacture or delivery of the goods by the Seller under the Contract is delayed owing to fire, explosion, flood, storm, sabotage, strikes (official and unofficial), riot, acts of war (whether war be declared or not) shortage of labour, power, or materials, delay by the Sellers suppliers, civil commotion, accidents, plant breakdowns, technical difficulties connected with the manufacture or adaptation of the goods to the Buyers design or specification, seizure or other action by or compliance with an Order of an apparently competent authority and any other event or circumstance beyond the control of the Seller,
4.4 The Seller shall be entitled to withhold delivery of any Goods if at the time delivery is to be made payment is due by the Buyer to the Seller on any account whatsoever.
4.5 The delivery of a greater or lesser quantity of the Goods than the quantity ordered, of other Goods not ordered, or of Goods only some of which are defective, shall not entitle the Buyer to reject Goods that were ordered and are not defective.
4.6 Unless otherwise stated, delivery shall be deemed to take place when the Goods are delivered to the delivery address specified in the Particulars of Contract or if not so specified, at the principal place of business of the Buyer known to the Seller.
4.7 If the Buyer fails to accept delivery of the Goods in accordance with the Contract the Seller may (without prejudice to its other rights against the Buyer) store the Goods at the sole risk and cost of the Buyer.
4.8 The Buyer shall inspect the Goods immediately on delivery thereof and shall within five days from such delivery give notice to the Seller of any matter or thing by reason thereof the Buyer may allege that the goods are not in accordance with the Contract or are defective in material or workmanship. If the Buyer shall fail to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on reasonable examination of the Goods and the Buyer shall, as between the Buyer and the Seller, be deemed to have accepted the Goods accordingly.
4.9 The Seller reserves the right to make delivery by installments and invoice and be paid for each installment separately. Each installment shall be deemed to constitute a separate agreement subject to the terms of the Contract and no failure or delay in delivery of any installment nor any defect in the contents thereof shall entitle the Buyer to treat the Contract as repudiated with regard to any remaining installments
5.1 Not with standing delivery, title to the Goods shall not pass to the Buyer until all sums due on any account whatever by the buyer to the Seller have been paid in full. Until such time the Buyer will
hold the Goods as ballee of and in a fiduciary capacity for the Seller and will
(i) keep the Goods marked or stored separately from other goods, was to be identifiable as the property of the Seller,
(ii) deliver the Goods up to the Seller on demand: and
(iii)permit the Seller or its agents to enter upon the Buyer�s premises in order to retake possession of the Goods.
5.2 Notwithstanding that the property in all Goods to be delivered to the Buyer by the Seller will remains vested as aforesaid until the Seller has received payment in full therefor. the risk of damage to or loss of all or any such Goods will pass to the Buyer upon delivery in accordance with the Contract unless the Buyer shall fail to accept delivery whereupon the risk shall pass to the Buyer on the earliest dale on which the delivery could have been made but for such failure on the part of the Buyer.
6. Unless otherwise stated in the Particulars of Contract, the Contract prices for the Goods shall be:
(i) exclusive of VAT, taxes or duties levied on the Seller in the Buyer�s country for which the Seller shall be entitled to make additional charges, and shall be exclusive of the costs of delivery and associated packaging and insurance costs which shall be charged separately.
(H) subject to increase by the Seller to reflect any variation in the delivery schedule for or design, quantities or specifications of the Goods made at the request for the Buyer or any delay caused by the failure of the Buyer to provide adequate information or instructions to the Seller.
7.1 Unless otherwise specified in the Particulars of Contract payment for the Goods shall be made in full within 30 days of the date of invoice, lime of payment shall be of the essence, If the Buyer fails to make any payment on the due date then, without prejudice to any Other right of remedy available to the Seller, the Seller shall be entitled to suspend any further deliveries to the Buyer, appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4 percent per annum above Barclays Bank PLC base rate from time to time and exercises a lien over any property of the Buyer then in its possession, until payment in full is made.
7.2 Save as aforesaid payments shall be applied to invoices in the order in which they were issued and to Goods in the order in which they are listed in invoices,
7.3 The Buyer shall not be entitled to make any deduction or withhold any sum from the payment from time to time due from it whether by way of set-off, counterclaim or otherwise.
8.1 The Seller warrants that, in so far as the Goods are of its own manufacture, they shall be free from defects in workmanship or materials at the tine of delivery, if any Goods do not conform to that warranty the Seller will at Its option: (a)
replace the Goods found not to conform to the warranty and such replacements shall be supplied subject to these Conditions: or
(b) take such steps as the Seller deems necessary to bring the Goods into a state where they are free from Such defects: or (C) take back the Goods found not to conform to the warranty and refund the appropriate part of the purchase price
PROVIDED THAT: (i)if the liability of the Seller shall not arise unless the Buyer demonstrates to the Sellers reasonable satisfaction that the Goods have, prior to use, been properly stored and handled and subsequently have not been used in any unusual or abnormal way or in a manner contrary to any instructions or recommendations for use provided by the Seller:
(ii) the liability of the Seller shall is no event exceed the purchase price of the Goods (except where the Buyer has, submitted a post repair sample and video as per Easy Liners Quality Statement AND is in possession of a �Notice to Proceed� letter from the Seller which states in writing that the contractor may use the material on that specific job at a specific site address on a specific single pipe run under a specific set of conditions. )
(iii)performance of any one of the above options (as limited by (ii) above) shall constitute an entire discharge of the Sellers liability under this warranty.
8.2 The foregoing warranty is conditional upon:(a)the
Buyer giving written notice to the Seller of the alleged defect in the Goods, such notice to be
received by the Seller within 7 days of the time when the Buyer discovers or ought to have discovered the defect and is any event within one year of delivery of the Goods:
(b)the Buyer affording the Seller a reasonable opportunity to inspect the Goods and, if so requested by the Seller, returning the allegedly defective Goods to the Sellers works. carriage pre-paid. for inspection to take place there:
(c) the Buyer making no further use of the Goods that are alleged to be defective after the time at which the Buyer discovers or ought to have discovered that they are defective.
8.3 The Seller further undertakes that, in so far as the Goods are not of Its own manufacture, it will pass on to the Buyer the benefit of any guarantees or indemnities given to it is respect of such Goods by Its own suppliers.
8.4 Save as provided in paragraphs 1 and 3 of this clause, in clause 2
(i) all conditions and warranties, express or implied, as to the quality or fitness for any purpose of the Goods are hereby expressly excluded, and
(ii) except in respect of death or personal injury caused by the Seller�s negligence. The Seller shall not be liable for any loss or damage (whether direct, indirect or consequential) howsoever arising, which may be suffered by the Buyer, (except where the Buyer has, submitted a post repair sample and video as per Easy Liners Quality Statement AND is in possession of a �Notice to Proceed� letter from the Seller which states in writing that the contractor may use the material on that specific job at a specific site address on a specific single pipe run under a specific set of conditions. )
It is hereby expressly declared that any statements as to quality made by the Seller do not form part of the description of the Goods,
8.5 The Buyer must satisfy itself of the suitability of the Goods for the purpose for which they are purchased, and must comply with any directions, instructions or warnings as to the use, storage or handling of the Goods given by the Seller. The Buyer must also ensure that the Goods comply with all local approvals and standards relating to the use to which they are to be put, and without prejudice to the generality of paragraph 4 above, all recommendations and advice given by or on behalf of the Seller to the Buyer as to the methods of storing, applying or using the Goods, the purposes to which the Goods may be applied and the suitability of using the Goods in any manufacturing process or in conjunction with any other materials are (except when given pursuant to a request of the Buyer under clause 2) given without liability on the part of the Seller, its servants or agents.
8.6 In the event that, notwithstanding the provisions of paragraphs 8.4 and 8.5 above, the Seller is found liable for any loss or damage suffered by the Buyer, that liability shall in no event exceed the purchase price of the Goods, (except where the Buyer has, submitted a post repair sample and video as per Easy Liners Quality Statement AND is in possession of a �Notice to Proceed� letter from the Seller which states in writing that the contractor may use the material on that specific job at a specific site address on a specific single pipe run under a specific set of conditions. ).
8.7 Nothing in these Conditions or in the Particulars of Contract shall affect or limit the validity or application of any customer warranty with the benefit of which any of the Goods are sold and if the Buyer, being an end-user is able to benefit from such a warranty the terms thereof shall prevail over the terms of these Conditions and the Particulars of Contract,
9.1 This clause applies if the Buyer becomes (or appears to the Seller to be about to become) bankrupt, or goes (Or appears to the Seller to be about to go) into liquidation. has a petition presented or threatened for its winding-up, suspends payment of debts or makes any arrangement with creditor, fails to pay in accordance with the terms of the Contract, has an administration Order made or petition for Such an order presented or threatened, has a receiver appointed overall or any part of its assets or is answerable under the law of the country having jurisdiction over the Buyer or its assets for any of the foregoing, or is in breach of any other term of the Contract.
9.2 If this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under contract without liability to the Buyer. and if the Goods have been delivered but not paid for. the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. The Buyer shall indemnify the Seller in respect to fall damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses is connections therewith arising from the condition or use of the Goods in the event that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer and his servants, contractors or agents or by any breach by the Buyer of either its obligations to the Seller hereunder or of any patent, design or other intellectual property right of a third party.
11. The Contract may be cancelled by the Buyer only with the Seller�s written consent which - if given, shall be on the express condition that the Buyer shall pay to the Seller a cancellation charge commensurate with the Seller�s costs incurred up to the date of cancellation plus the Seller�s loss of profit or, at the Seller�s option, a sum equal to ten percent of the Contract Price.
12. Any notice required or authorized to be given hereunder shall be in writing and shall be served by registered mail sent to the address given above or any other address notified for the purpose and shall be deemed to be served seven days after proven dispatch, provided that any other mode of service shall be valid if the said notice or other communication is actually received by the addressee.
13. This Agreement shall be governed by the laws of the State of Pennsylvania.
Easy Liner Quality Statement
1. The works shall be carried out in accordance with Easy Liners Standard current Operating Procedure.
2. Prior to carrying out the works, the installer will submit the below information in writing 4 working days in advance of executing the job. The information required is; The address of the work, contact name and telephone number of the client; a sketch layout of the works; depth of the pipe, the diameter and length of the pipe; a pre-repair cctv survey report which highlights the location and existences of infiltration, or roots, an exact figure indicating the degrees of any bends encountered and their radius; existence of obstructions within the pipe; The predicted ambient temperature of the day the work is to be carried out; the quantity in lbs or litres of resin he proposes to use, the quantity in lbs or litres of the quantity of catalyst he proposes to use; the length of liner he proposes to use (after allowance for trimming off the ends), the length of bladder he proposes to use; the expected temperature of the pipe; his plan to stop off flows whilst working; the time he feels he needs to get the liner into place, the time he plans to leave it to cure; the maximum inflation pressure he will use for inverting the liner and the bladder; a third party calibration certificate of the pressure gauge on the tanks no more than 1 month old; the estimated stretch of liner he as has made allowance for; his planned method for protecting the bladder from sharp objects; his proposed temperature of curing fluid, a current third party calibration certificate for his thermostat no more than 1 month old.
3. Within 2 days of the receipt of such information, Easy Liner technical staff will analyse the information and where applicable award a �Notice to Proceed� letter where they feel the relevant Easy Liner process is �suitable for use and or purpose�. Where Easy Liner staff feel the work proposed is outside the scope for which the Process was designed, or, were there is not enough information supplied as per Item(2) to make a decision, a �Refutal Notice� stating Easyliner do not feel the material is suitable for the application or Job. In situations where a Refutal Notice is given the installer may return the material for a 100% refund.
4. Within 5 days of completing the works, the installer needs to submit the following. A small cured ring section of the Liner with the address of the property written on it as well; a post CCTV report; a variance report which states if any of his proposals or predictions stated prior to the job as per Item (2), was actually different during execution
I have read and understood the above. I accept that if works are carried out without a written �Notice to Proceed�, Easy Liner will be held harmless for any consequences and all warranties, implied or explicit become null and void.
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Name of Installer Date
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Authorized signatory Title