Terms & Conditions

Application and entire agreement

1. These Terms and Conditions will apply to the purchase of the Goods detailed in our quotation (Goods) by the buyer (you or Customer) from Impact Test Equipment LTD of 21 Stevenston Industrial Estate, Stevenston, Ayrshire, KA20 3LR (we or us or Supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

Interpretation

4. A "business day" means any day other than a Saturday, Sunday, or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.

Goods

7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labor costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The Price is exclusive of fees for packaging and transportation / delivery unless specified.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and alteration

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance. Any discrepancies must be reported immediately from the order confirmation/quote. Alternatively, must be report within 7 days of receiving the invoice.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.

17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation. Please note for repair orders a purchase order or confirmation must be received within 7 working days, failure to do so may result in your equipment being returned unrepaired and inspection fees will be charged. 

Payment

18. We will invoice you for the Price either:
    1. on or at any time after delivery of the Goods; or
    2. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection, or we have tried to deliver them.
19. Invoices should be paid within 30 days of invoice date of our Invoice, or otherwise according to any credit terms agreed between us at time of order.
20. You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in accordance with the quote otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

25. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
26. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 6 pm.
28. If you do not take delivery of the Goods, we may, at our discretion and without prejudice to any other rights:
    1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage, and insurance; and / or
    2. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
31. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.
32. We reserve the right to add additional delivery charge to invoice where we have not been notified of special delivery requirement i.e. Fors, Tideway etc.

Inspection and acceptance of Goods

32. You must inspect the Goods on delivery or collection.
33. If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details. By calling 01294 602 626 or emailing [email protected] with photographs.
34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
35. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
36. We will be under no liability or further obligation in relation to the Goods if:
    1. if you fail to provide notice as set above; and/or
    2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
    4. the defect arises from normal wear and tear of the Goods; and/or
    5. the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees, or agents or any third parties.
37. You bear the risk and cost of returning the Goods.
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within3daysafter delivery.

Risk and title

39. The risk in the Goods will pass to you on completion of delivery.
40. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other Goods or services that we have supplied to you in respect of which payment has become due.
41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the Goods separately and not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42. If the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Termination

43. We can terminate the sale of Goods under the Contract where:
    1. you commit a material breach of your obligations under these Terms and Conditions.
    2. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
    3. you enter a voluntary arrangement under Bankruptcy Act (Scotland) 2014, or any other scheme or arrangement is made with your creditors; or
    4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your 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 your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

Limitation of liability

44. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, 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.
46. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods.
47. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. any indirect, special, or consequential loss, damage, costs, or expenses; and/or
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; and/or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
49. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
51. Notices will be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient.
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated.
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Data protection

53. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
54. The parties agree that where such processing of personal data takes place, the Buyer shall be 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
55. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
56. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
57. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
58. The Seller shall implement and maintain technical and organizational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found available on request. For any enquiries or complaints regarding data privacy, you can e-mail: [email protected].

Circumstances beyond the control of either party

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

No Waiver

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

Severance

61. If 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 will remain valid and enforceable).

Law and jurisdiction

62. This Agreement shall be governed by and interpreted according to the law of Scotland and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Scottish courts.

Import/Exports

63. Paying Customs duty and VAT

Customs duties and VAT must be paid or accounted for before Goods can be released from the port/airport of arrival. The importer can:

• arrange an electronic transfer of funds for the full amount to Customs and wait for it to clear
• pay by banker's draft or electronic transport
• agree that the clearing agent will pay on the importer's behalf and include this in their invoice (note that these invoices are either payable on demand or on seven days' payment terms with at least a 1% handling charge)
• open a deferment account.
• for VAT only from 1 January 2021 the UK has introduced a Postponed Import VAT Accounting (PVA) scheme.

Documentation the importer must provide

64. The current regulations of HMRC state the previous six years plus the current year as the period for which registered VAT traders must maintain import/export records. Parallel with the statutory requirements, an import department or section should construct its own record keeping system to meet its own needs and that of its internal customers.

Information reporting will vary depending on the size and complexity of the organisation and its import activity, but records should be clear, comprehensive and accessible. An importer's case papers, or file might typically contain the following documents:

• purchase order/contract
• import invoice (commercial or shipping invoice)
• transport document, e.g., bill of lading, air waybill, etc.
• customs entry documents (SAD/C88; E2) (C88 must be provided by the shipper or duty will be claimed back by the importer).
• forwarders or courier invoice (itemised charges)
• additional certificates (e.g., C/O; invoice preference origin statements; EUR1: GSP evidence)

Calibration/Installation

65. On receipt of a Compression Machine prior to calibration - they should be positioned undercover in a dry, vibration free environment that is not subjected to extreme heat or cold temperatures. select a firm level base to place the machine.

Our engineer will need a power supply 240 or 110V for the use of his calibration equipment.

Ensure you are ready for the engineers visit i.e., Removal of all packaging and machine in place, failure to do so may result in additional site waiting charges, or at worst the calibration being delayed and rescheduled at cost.

We require at least 48 hours notice of cancellation of a calibration site visit.  We reserve the right to request payment in full for site visits cancelled with less than 48 hours notice.

We reserve the right to request payment for any calibration invoice which has been discovered during our internal Audit.

Sieves sent to Impact for calibration should be adequately packed in a box to protect the mesh. If they are received unboxed, we can provide new boxes at an additional charge. If this is not required, we will not accept any responsibility for damage caused in return transit.

Refund Policy

66. We hope you will be pleased with your purchase. Should you wish to return anything bought from us, please contact us 01294 602 626 [email protected].

We will collect the equipment if we are at fault otherwise the Goods should be returned by yourself. A credit will be issued after inspection. If we find that the product has not been returned us in fully resalable condition, we reserve the right to refuse a refund. Should an item carry a restocking charge this will be discussed at time of purchase. We are unable to accept returns of special-order items; these are identified where the stock code is commencing with NC.

Warranty

67. Test sieves are a consumable item and as such are covered by a 5-day warranty against defective material and manufacture only.

With exception of consumables all other equipment supplied shall have a twelve-month warranty.

Limited Warranty

68. If the product fails to conform to the limited warranty during the warranty period, Impact shall, at its sole discretion, either:
69. repair or replace any defective product (or part thereof); or
70. accept the return of the product and refund the money actually paid by the original purchaser for the product.

Repair or replacement may be made with a new or refurbished product or parts at our premises’ sole discretion. If the product or a component incorporated within it is no longer available, we may replace the product with a similar product of similar function at our sole discretion.

Any product that has either been repaired or replaced under this limited warranty will be covered by the terms of this limited warranty for the longer of sixty days from the date of delivery or the remaining warranty period.