Terms and Conditions of Sale

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CASAGRANDE UK
Terms and conditions of sale and supply (“Conditions”)
1. INTERPRETATION
In this Order:
“Additional Goods” means any Goods or Services that are not originally included in the Goods set out in the Order, which are requested by the Customer;
“Company” MF Equipment (UK) LLP TRADING AS CASAGRANDE UK registered in England and Wales with registration number OC309898
registered office located at 1070 Westcott Venture Park, Westcott, Aylesbury, England, HP18 0XB;
“Contract” the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“Customer” the person, company or organisation named as Customer overleaf.
“Force Majeure” means any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events,
omissions or accidents beyond the reasonable control of the party so prevented including without limitation strikes, lock-outs or other
industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fire, flood, or storm, epidemics or pandemics or default of suppliers.
“Goods” means the goods ordered by the Customer as set out in the Order.
“Materials” means any materials used by the Company for providing the Goods;
“Order” the order placed by the Customer, whether orally or in writing, for the purchase and supply of the Goods.
“Price” means the amount agreed by the Company to be paid for the Goods as set out in the Quotation;
“Quotation” means the quotation setting out the Price for the Goods sent to the Customer by the Company prior to the placing of the Order;
“Services” means the Services to be performed by the Company, as set out on the Quotation.
2. CONTRACT FORMATION AND TERMS
2.1 The Customer is deemed to accept these Conditions by placing an Order for the Goods with the Company. A contract on the basis of and
incorporating these Conditions will be formed only when the Company (or its authorised representative) sends a written acceptance of the Order to
the Customer.
2.2 The Customer shall be responsible for ensuring the accuracy of any Order submitted, and for giving the Company any and all necessary information
about the Goods and the specification required to enable the Company to supply the Goods in accordance with these Conditions.
2.3 Unless otherwise agreed in writing, these Conditions shall govern the sale and supply of the Goods to the exclusion of any other terms and conditions.
2.4 No variation to the Order or these Conditions shall be binding unless agreed in writing between the Company and the Customer (or their authorised
representatives).
2.5 A Quotation for the Goods shall lapse unless the Customer places an Order for the Goods within 30 days of the date of the Quotation.
2.6 Any drawings, photographs, pictures or advertising produced by the Company and any descriptions or illustrations contained in the Company’s
brochures or on its website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form
part of the Contract nor have any contractual force.
2.7 The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order supplied by the
Customer and accepted in writing by the Company or as may otherwise be agreed in writing by the Company.
3. DELIVERY AND RISK
3.1 The Company may at any time, upon providing the Customer with prior written notice, make any changes to the Goods which are necessary as a
result of unavailability or so as to comply with any applicable safety or other statutory requirements as appropriate, and which will not materially
affect the physical function or performance of the Goods.
3.2 Delivery of the Goods shall be made by the Company delivering the Goods to a location agreed by the parties. Delivery does not include offloading
and subsequent handling.
3.3 While the Company will endeavour to meet any agreed delivery date, time of delivery shall not be of the essence and shall not be binding on the
Company. As the delivery date is approximate only, in no event will the Company be liable for any delay in delivery of the Goods, howsoever caused
or for any direct or indirect loss or damage or consequential losses arising therefrom. Late delivery of Goods or any part thereof shall not be a
ground for cancellation or refusal to take delivery or withhold payment of any part of the Price.
3.4 The Customer must:
3.4.1 examine the Goods at the time of delivery and sign for them by authorised personnel;
3.4.2 within 3 days of delivery of the Goods notify the Company in writing of any claim for damage upon delivery or loss;
3.4.3 retain any damaged Goods until inspected by the Company or its agents; and
3.4.4 notify the Company within 7 days of the date of invoice of the Price of the Goods or part thereof, of any claims for non-delivery.
3.5 Risk in the Goods shall pass to the Customer at the time of delivery of the Goods to the Customer. The Company shall be under no liability
whatsoever for any loss or damage or deterioration to the Goods at any time after the risk in the Goods has passed to the Customer.
3.6 If the Customer does not accept delivery, or is unable or unwilling to permit either installation of the Goods and/or or supply of the Services within 6
months of the date of the Order, the Company reserves the right in its absolute discretion, either to cancel the Order (without liability to the Customer
in respect thereof except as provided in the Conditions) or to re-negotiate the Conditions.
3.7 If applicable, the Customer shall provide such reasonable assistance as is necessary in order for the Company to complete any importation
formalities for the Goods.
4. RESERVATION OF TITLE
4.1 Notwithstanding delivery and the passing of risk in the Goods, the legal title to the Goods supplied under the Order will not pass to the Customer
until the Company has received in cash or cleared funds the Price in full (together with any interest or additional charge, cost or expense incurred
by or accrued due to the Company) and all other Goods the subject of any other order between the Company and the Customer which have been
delivered but not paid for.
4.2 Until cleared funds representing payment in full of the Price have been received by the Company, the Customer shall store the Goods separately in
a manner which enables them to be identified as the goods of the Company (by for example, but not limited to, not removing, obscuring or deleting
any identifying marks placed on the Goods by the Company) and the Customer shall maintain the Goods in satisfactory condition and immediately
return the Goods to the Company should the Company or its authorised representative so request.
4.3 The Customer grants to the Company (or its servants or agents) an irrevocable licence to enter at any time any vehicles or premises owned or
occupied by the Customer or in its possession for the purpose of repossessing and removing any of the Goods, the property in which remains with
the Company and which the Company shall have the right to resell.
4.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the
property of the Company, but if the Customer does so pledge or charge any of the Goods, then all monies owing by the Customer to the Company
shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
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4.5 As the insurable risk in the Goods shall pass to the Customer as soon as the Goods are delivered to it or to its order, the Customer shall keep the
Goods insured against all insurable risks in the amount of the price at which the Goods are sold to the Customer.
4.6 If the Goods are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such
insurance as trustee for the Company.
4.7 Immediately prior to the happening of any of the termination events specified in Clause 8 below, payment of the Price shall be deemed to have
become due despite any credit period allowed by the Company, and the Customer shall cease to have any right to use, resell or otherwise dispose
of the Goods.
5. PAYMENT
5.1 Subject to any special terms agreed by the Company in writing, the Customer shall pay the Price. In the case of Additional Goods, the Customer
shall pay sums agreed with the Company in writing to be due in respect thereof.
5.2 The Company reserves the right by giving notice to the Customer at any time before delivery of the Goods, to increase the Price to reflect any
increase in cost incurred or to be incurred by the Company beyond the Company’s control, to include without limitation any change in delivery dates,
quantities or specifications for the Goods requested by the Customer or any delay caused by any instructions of the Customer, or failure of the
Customer to supply information or approval to the Company.
5.3 The Company shall be entitled to invoice the Customer, on or at any time after delivery of the Goods.
5.4 The invoice for the Goods shall be payable by the Customer together with value added tax and any applicable import and export duties or taxes and
without deduction or set off, within 30 days of the date of the Company’s invoice (“the Due Date”). The Company reserves the right to invoice part
or stage payments as stated or otherwise agreed in writing with the Customer.
5.5 The Company reserves the right to charge interest at the rate of 5% per annum above the base lending rate of HSBC Bank Plc from time to time in
force in the event that any sum which is due from the Customer is not received by the Due Date. In the event of late payment the Company reserves
the right to suspend further deliveries of the Goods pending payment in full of sums accrued due at the date of suspension.
5.6 Any default in payment of an invoice on or by the Due Date shall render the entire balance outstanding, on all invoices rendered by the Company to
the Customer as at the date of default, immediately payable in full without further demand being made.
5.7 The Company shall be entitled to recover its reasonable legal costs in relation to any legal claim it makes in asserting its rights arising in connection
with the Contract and these Conditions.
5.8 Where the Goods are ready for delivery and delivery is postponed at the request of the Customer, for example but without limitation because the
Customer is unable to take delivery of the Goods, then the Customer shall make payment of the Goods as if the Goods were delivered and invoiced
on the date of such request, and the Company may store the Goods at its own premises or elsewhere at the Customer’s sole risk and expense, and
the Customer shall be further liable for any costs of re-delivery.
5.9 If the Customer delays or requests delay in delivery of the Goods by the Company for whatever reason, or in any way defaults in its obligations to
the Company, or the Company has any reason to believe the Goods are in jeopardy, or that the Customer is unable to pay for the Goods, then the
Company will be entitled (as it deems appropriate and at its sole discretion and without prejudice to its other rights and entitlements) : either to
recover the Goods at the Customer’s expense and/or terminate the Order and/or forthwith to recover outstanding payment then due in respect of
the Goods already supplied pursuant to the Order and these Conditions and any other contracts between the parties, together with accrued interest
and damages for loss of profit that would have been earned by the Company in the performance of the remainder of the Order and its reasonable
legal costs in asserting its rights under this clause 5.9.
5.10 Cancellation of the Order by the Customer for whatever cause and at whatever stage can be made only with the Company’s prior written
consent and on payment of the Price or balance thereof accrued due, together with all reasonable costs and expenses incurred by the
Company in consequence of the cancellation by the Customer of the Order, and lost profit that would have been earned by the Company
in the performance of the remainder of the Order but for the cancellation.
6. CUSTOMER ACCOMMODATION FOR THE GOODS
6.1 The Customer shall, at its own expense, prepare and provide all proper accommodation and facilities including appropriate environmental conditions
necessary for receipt of the Goods and/or Materials and their maintenance where appropriate and shall fully indemnify the Company for any damage
to the Goods and/or Materials caused during storage by the Customer during any period in which full legal title has not yet passed to the Customer.
7. CONFIDENTIALITY
7.1 Both the Company and the Customer undertake that each party and its employees, agents and sub-contractors will keep confidential and not disclose
to any third party without the prior consent in writing of the other party any data, software drawings, designs, processes, specifications, methodologies
or other information (whether electronic or otherwise and whether commercial, financial or technical in nature) relating to the business or affairs of
the other and which are acquired from the other party in connection with the Goods supplied under the Order provided that this Clause shall not
extend to:
7.1.1 information rightfully in the possession of such party prior to the commencement of the negotiations leading to the Order
7.1.2 information already in the public domain or which becomes so at a future date (otherwise than as a result of a breach of this Clause)
and
7.1.3 information disclosed as may be required by law, or an order of a court of competent jurisdiction or by any governmental or regulatory
authority.
7.2 The foregoing obligations as to confidentiality shall survive any expiry, completion or termination of the Order.
8. TERMINATION
8.1 The Contract may be terminated:
8.1.1 at any time on 7 days written notice to the Customer if , following credit checks by the Company, the Customer’s credit worthiness or
standing is not in the Company’s absolute opinion satisfactory. Notwithstanding such termination, the Customer shall be liable to pay
all costs and expenses incurred by the Company to the time of expiry of notice;
8.1.2 at any time , for any reason, by the Company upon giving not less than 30 days prior written notice to the Customer;
8.1.3 immediately by the Company if the Customer fails to pay any sum due under the Conditions on the Due Date;
8.1.4 immediately by the Company if the Customer commits any material breach of any term of these Conditions and which (in the case of a
breach capable of being remedied) has not have been remedied within 7 days of a written request to remedy the same;
8.1.5 immediately by either party if the other party enters into liquidation whether compulsory or voluntary (otherwise than for the purpose of
amalgamation or reconstruction) or makes any voluntary arrangement with or enters into an agreement with its creditors or becomes
subject to an administration order or has receivers appointed over all or any part of its assets or takes or suffers any similar action in
consequence of debt or ceases to carry on business.
8.2 Any termination pursuant to this Clause shall be without prejudice to any rights or remedies a party may be entitled to hereunder or at law and shall
not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by
implication intended to come into or continue in force on or after such termination.
9. FORCE MAJEURE
9.1 Neither party shall be liable for any delay in performing any of its obligations hereunder (excepting delay in payment pursuant to and in accordance
with Clause 5) if such delay is caused by Force Majeure and such party shall be entitled to a reasonable extension of time for the performance of
such obligations provided always that if the Force Majeure continues for a period in excess of 3 months, the party not in default shall be entitled to
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terminate the Order to which these Conditions apply in writing with immediate effect in which event neither party shall be liable to the other by reason
of such termination.
10. WARRANTY
10.1 Any claim by the Customer that is based on a defect in the quality or condition of the Goods or Services shall be notified to the Company within 5
days of the date of delivery or performance. If the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject
the Goods or Services and the Company shall have no liability for such defect, and the Customer shall be bound to pay the Price in accordance with
the terms of the Conditions.
10.2 Where any valid claim in respect of any of the Goods or Services, arising due to a defect in the quality or condition of the Goods or Services, is
notified to the Company in accordance with the Conditions, the Company shall at its option either repair or replace Goods or re-perform Services
which prove to be defective free of charge or, at the Company’s sole discretion, refund to the Customer the Price (or a proportionate part of the
Price), but the Company shall have no further liability to the Customer.
10.3 The Company shall be under no liability to adjust, repair or replace the Goods or part thereof due:
10.3.1 to any alleged defect or damage arising from fair wear and tear, wilful damage, negligence, accident, misuse, failure of electric power,
air conditioning, humidity, control, transportation or causes other than ordinary use, or
10.3.2 to any alleged defect in or damage to Goods that have been modified without the Company’s prior approval or which have been
subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered.
10.4 The Company does not give any warranty that the Goods are fit for any particular purpose.
10.5 Any required warranty services will be carried out at the Company’s premises or such service facility as may be nominated by the Company and the
Goods shall for this purpose be returned by the Customer at its own risk and expense.
10.6 The foregoing states the entire liability of the Company to the Customer in respect of breach of warranty and the Customer shall have no other
remedy whether in contract or tort or otherwise.
10.7 The express terms of this Clause are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law,
custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
10.8 Unless otherwise agreed with the Company in writing, if only some of the Goods are defective, the Customer shall accept the remainder of the
Goods and be liable to pay the Price reduced by reference to the appropriate part of the Company’s Quotation.
10.9 The Customer will, to such extent as is possible, be entitled to the benefit of any such warranty or guarantee given to the Company by the
manufacturer of the Goods.
11. LIABILITIES
11.1 Nothing in this Clause shall limit any liability which cannot legally be limited, including liability for:
11.1.1 death or personal injury caused by negligence;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11.2 Subject to Clause 11.1, the Supplier’s total liability to the Customer in respect of the Contract in respect of a single claim or a series of connected
claims, shall not exceed the sum of £5,000,000 (five million pounds).
11.3 Subject to clause 11.1, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law or under the express terms of the Conditions for any indirect, special or consequential loss
(whether loss of profits, contracts, business, goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused
by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with the Goods or with any order subject
to these Conditions.
12. WAIVER
12.1 The waiver by either party of a breach or default in respect of any of the provisions of these Conditions by the other party shall not be construed as
a waiver of any succeeding breach of the same or other provisions, and nor shall any delay or omission on the part of either party to exercise or
avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party of the
same or any other provision of these Conditions.
13. ENTIRE AGREEMENT
13.1 The Order, the Company’s written acceptance thereof and these Conditions supersede all prior agreements, arrangements and understandings
between the parties and constitutes the entire agreement between the parties relating to the Goods. No addition to or modification of any provision
the Conditions shall be binding upon the parties unless made in writing signed by authorised representatives of the parties. This provision shall not
apply in the case of fraud.
14. ASSIGNMENT
14.1 The Customer shall not assign, sub-license or otherwise transfer the Order or any of its rights and obligations hereunder whether in whole or in part
without the prior written consent of the Company. For the avoidance of doubt, the provisions of this clause shall not apply to the Company.
15. INVALIDITY AND SEVERABILITY
15.1 If any provision of the Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the
invalidity or unenforceability of such provision shall not affect the other provisions of the Conditions and all provisions not affected by such invalidity
or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision
a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or
unenforceable provision.
16. HEADINGS
16.1 The headings to the Conditions are for ease of reference only and shall not affect the interpretation or construction of these Conditions.
17. NOTICES
17.1 All notices required to be given under these Conditions shall be in writing and sent to the address of the Company or the Customer or such other
address as the recipient may designate by notice in writing given in accordance with the provisions of this Clause. Any such notice may be delivered
by hand or by first class prepaid letter or email and shall be deemed to have been served immediately if delivered by hand, if by first class post,
deemed delivered 48 hours after posting and if by email when sent to the correct email address.
18. THIRD PARTY RIGHTS
18.1 No person who is not a party to a contract which is subject to these Conditions (‘Third Party’) has or shall have any rights under the Contracts (Rights
of Third Parties) Act 1999 (“the Act”) to enforce any of these Conditions and no consent of any third party shall be required under the Act to any
cancellations or variations of these Conditions. This Clause takes effect subject to any provision of these Conditions that confers rights on a Third
Party expressly pursuant to the Act.
19. JURISDICTION
19.1 The Contract and these Conditions shall be governed by and construed in accordance with the Law of England and Wales and any dispute which
may arise between the parties concerning the Contract and these Conditions shall be subject to the exclusive jurisdiction of the English Courts.

CUSTOMER ACCOUNTS

1. The references you have supplied will be taken up as quickly as possible. We will inform you in writing when your account has been opened and of the credit limit imposed on the account. Until such time as you receive this notification by us any goods or services supplied will be on a cash only basis.
2. Accounts are due for payment in full by the end of the month following the month of supply. If the accounts are not paid by this date we reserve the right to charge interest at a rate of 8% above current Clearing Bank Base Rate on a daily basis. In the event that an account is outstanding, we will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur costs of 15% + vat. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and continues to accrue. Persistent late payment may result in a revision of our terms of business.
3. Credit account facilities are for use in Parts and Service Departments. They do not extend to purchases of new or used piling equipment nor to parts or accessories supplied and/or fitted to new or used piling equipment.
4. No cash discounts are given.
5. Warranty claims which in the Company’s opinion are liable to be rejected are charged to the customer pending investigation by the manufacturer and are subject to the above payment terms.
6. Exchange units are subject to surcharges and are payable in full. Credits will only be given on manufacturer’s acceptance of the return unit.
7. Any contravention of the above conditions will render the account closed and any balance outstanding at the time will be due for immediate settlement.
8. The goods shall remain the property of the seller until the appropriate debt has been discharged in full. A cheque given by the purchaser in payment shall not be treated as a discharge until the same has been cleared.
9. Casagrande UK also reserve the right to alter or amend the credit facilities on your account or to withdraw the facilities at any time at which time you will of course be advised accordingly.
10. Repairs carried out which could be subject to a claim by Casagrande UK on the customer’s behalf under the manufacturer’s Goodwill Policy should be paid in full by the customer when the repair is completed, subject to the above terms of payment. Any financial support subsequently granted by the manufacturer in respect of the repair under the Goodwill Policy will be reimbursed to the customer as soon as the money is received by Casagrande UK.