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Terms & Conditions

Emperor Leisure Services Limited
General Conditions of Sale, Installation & Commissioning

1. Applications and Variation of Terms
All offers, acceptances and agreements made by Emperor Leisure Services Limited (ďThe SellerĒ) solely upon and subject to these terms and conditions (the Sellerís terms and conditions). Any purchase made by the Buyer after having been notified of these Terms and Conditions shall be made subject hereto. Any terms and conditions of the Buyer and all variations, extensions, omissions, cancellations or qualifications of the Sellerís terms or conditions in any form whatsoever are not agreed to by the Seller and shall not form part of any contract resulting from acceptance of the Buyerís order or otherwise unless expressly agreed in writing by the Seller.

2. Law
The construction performance and validity of the contract shall in all respects be governed by the laws of England and all actions shall be heard before an English Court.

3. Payment
3.1 Payment is due and must be made to the Sellerís address as stated on his invoice within 28 days after the date of the invoice unless other terms of payment have been agreed in writing.
3.2 The amount due is strictly the full amount and no deductions are permitted.
3.3 If payment is not made on the due day or otherwise or these terms are not complied with the Seller may at absolute discretion withhold further deliveries and may without notice charge interest from the due date on moneys outstanding on a per diem basis at the rate of 4% over the base lending rate from time to time set by Nat. West. No time or indulgence allowed by the Seller shall prejudice any contractual right or remedy of the Seller.

4. Receipt of Goods
No claim for damage in transit, shortage, non-delivery or loss of goods may be made unless the Buyer advises the carrier and the Seller in writing (otherwise than by qualified signature on the carrierís delivery note) within the following time limits: -
(a) in the case of partial loss or damage or non-delivery of any separate part of a consignment within 3 days of delivery to the Buyer of the consignment or part consignment or
(b) in the event of non-delivery of the whole consignment within 10 days of the date of dispatch advised by the Seller.
(c) Quality claims must be made in writing and received by the Seller within 7 days after the Buyer learns of the alleged defect but in no event later than 60 days after the Buyer has receipt of the goods. All claims not made in writing and received by the Seller within the time period specified above shall be deemed waived.

5. Delivery
Any stated delivery date period or rate is given as a guide only and the Seller accepts no responsibility for loss or damage resulting from delay howsoever arising.

6. Retention of Title
6.1 Property in the goods supplied shall only pass to the Buyer from the date of payment in full of all funds payable to the Seller in respect thereof. Until such time the goods remain the absolute property of the Seller the risk and all liability to third parties in respect thereof are passed to the Buyer on delivery.
6.2 At any time prior to payment in full for the goods supplied the Buyer shall if the Seller so requires, store the goods or products in which the Seller has retained property under 6.1 hereof in such a way that they are clearly the property of the Seller and shall allow the Seller to repossess the same at its entire discretion and to have a right of entry for this purpose. Such repossession shall not affect in any way the continued existence of any contract between the parties.
6.3 Until such time as payment in full is made by the Buyer of all sums payable in respect of the goods supplied the Buyer shall not be entitled to sell or otherwise transfer the property in any goods or products to which the Seller has retained property under 6.1 hereof to a third party except in the following conditions: -
(i) As between the Seller and the Buyer, the Buyer shall be regarded as selling or transferring the goods or products as agent for the Seller, but nothing contained in these clauses shall have the effect of or be construed as creating any privity of contract between the Seller and the third party. (ii) The Buyer shall if the Seller so requires assign to the Seller any right of action against the third party in respect of any money due for such goods or products and the Seller will account to the Buyer for any monies received from the third party after deduction of that due for the goods supplied by the Seller to the Buyer. (iii) The Buyer shall account to the Seller for all monies it receives for such goods or products to the extent of its indebtedness to the Seller for the goods supplied and if the Seller so requires until payment thereof is made to the Seller and the Buyer shall hold such monies in a separate account to identify the same as being the property of the Seller (iv) The buyer shall keep full and proper records (which may be inspected by the Seller if it so requires) of all goods or products sold in which the Seller has retained property under 6.1 hereof and of all monies received by it for such goods or products.
6.4 The relationship of the Seller and the Buyer is fiduciary and whenever the Buyer holds goods or property in which the Seller has retained the property under (i) or (ii) above or holds the proceeds of sale of such goods or property it shall hold them as a fiduciary for the Seller.
6.5 Whenever the goods in which the Seller has retained the property under 6.1 are held by the Buyer it shall do so as a bailee for the Seller.
6.6 The Buyer shall insure with a reputable insurance company any goods which are in the Buyerís possession for their full market value and the Seller shall be entitled at all reasonable times on demand to see the relevant insurance policy and an up-to-date receipted insurance premium demand.

7. Warranty and Limitations of Liability
The Seller warrants that the goods supplied shall conform to the Sellerís standard specification, unless otherwise agreed in writing. All other warranties conditions and statements express or implied statutory or otherwise and whether contained in the Sellerís literature or otherwise are excluded save that nothing in this clause shall be taken as excluding liability for death or personal injury resulting from negligence nor as excluding obligations arising from Section 12 of the Sale of Goods Act 1893 (as amended). The Sellerís liability for any loss or damage whether direct or consequential occasioned by or arising out for the delivery of defective goods or from any other cause shall be limited to the purchase price of the quantity of goods in respect of or in relation to which such loss or damage is claimed whether the said defect becomes manifest before or only after the use of the goods.

8. Installation and Commissioning
Where installation and commissioning are included in the contract: -
(a) The Seller shall install and commission the goods as specified in the Sellerís quotation or acceptance of order. (b) The Buyer undertakes to disclose to the Seller prior to contract all information necessary to enable the Seller to install the goods. (c) The Buyer shall provide free and uninterrupted access to its premises for the required period by the Seller to install the goods. (d) The Buyer will at its own cost, supply mains water by 15mm copper pipe terminating in BS1010 stopcock and power at suitable amperage to suit the Goods. (e) The Buyer shall pay for all work in addition to that referred in sub-clause (a) above required as a result of the Buyerís breach of this clause for any other reason. (f) The Buyer shall pay for any time worked by the Sellerís employees at the request of the Buyer outside the Sellerís normal working hours. (g) If for any reason beyond the control of the Seller installation cannot be proceeded with at the time when delivery of the goods is effected, all additional costs incurred unloading or placing the goods into storage including attendance of the Sellerís employees will be payable by the Buyer. (h) Goods supplied shall be deemed to have been commissioned and accepted by the Buyer when the installation and on site tests (where included) have been completed or seven days after such goods shall have been put into use, whichever shall be earlier. This time of commissioning shall not be delayed on account of additions, minor omissions or defects, which do not materially affect the use of the goods. Except as otherwise provided in these conditions all liability of the Seller shall cease on commissioning.

9. Determination
If the Buyer shall make default in or commit any breach of the contract or any other of the obligations to the Seller or if the Buyer shall become insolvent or bankrupt any composition or arrangement with creditors or being a company shall have a Receiver appointed or enter into liquidation whether voluntary or compulsory of if any execution or distress shall be levied against the Buyerís goods the Seller shall have the right to determine any contract then subsisting by giving notice to the Buyer without prejudice to any claim or right the seller may otherwise make or exercise.

10. Force Majeure
The Seller shall not be liable for delay or failure in performing his obligations under the contract to the extent that such failure or delay is caused or contributed to by any act of God, war, civil commotion, riot, strike, lockout, trade dispute, breakdown, accident or any other happening or event whatsoever (whether or not of a kind similar to those before mentioned) beyond the control of the Seller.

11. Transport
The prices shown on the Sellerís UK price list are expressed to be ex-works prices. If the Seller agrees to arrange for the carriage of the goods at any time the Buyer shall pay to the Seller the entire cost of such carriage whether or not such costs exceeds the amount (if any) indicated and also any incidental cost including (without prejudice to the generality of the foregoing) the costs of any special packaging and any other handling costs.

12. Set off
The Buyer shall not be entitled to set off any sum owed by the Seller to the Buyer against any sum due to the Seller from the Buyer under this agreement nor shall the Buyer make any retention of money owed to the Seller in connection with any dispute.

13. Taxes
Unless otherwise stated the purchase price for the goods does not include value added tax or any other tax or levy on the supply of goods which will be charged extra.

13. Forbearance
Any neglect or forbearance of the Seller to seek any remedy in respect of any breach of the terms hereof or to enforce its right hereunder shall in no way prejudice or affect such rights.