Innovating Safety & Productivity for the Corrosion Control Industry
RS MACHINERY GROUP LTD (TRADING AS RS MACHINERY, RS BLASTECH OR
RS TOOLING) – STANDARD TERMS AND CONDITIONS OF SALE
In these terms and conditions: -
(a) “goods” means the goods (including any instalments of the goods or any part of
them) to be supplied by the Sellers to the Purchaser under the contract of sale of which
these terms and conditions form part;
(b) “the Purchaser” means the person buying the goods; and
(c) “the Sellers” means RS Machinery Group Ltd – trading as RS Machinery, RS
Blastech or RS Tooling
These terms and conditions are the only terms and conditions upon which the Sellers
will do business with the Purchaser and shall prevail notwithstanding any printed or
other conditions contained in any purchase order or acceptance of estimate or quotation
or otherwise brought to the Sellers’ notice. No other agreement, representation,
promise, undertaking or understanding of any kind unless expressly accepted in writing
by the Sellers shall alter, vary, supercede or operate as a waiver of these terms and
conditions. The Sellers’ record of any order placed by the Purchaser verbally shall be
conclusive, except in the event of a clerical error, as to the type and quantity of goods
and the point and date of delivery.
No order made or given by the Purchaser to the Sellers shall be accepted or be deemed
to have been accepted by the Sellers and a contract of sale shall not be made or be
deemed to have been made until an acknowledgement of such an order has been given
in writing by the Sellers to the Purchaser. The right is reserved to the Sellers (without
prejudice to any other remedy competent to the Sellers) to cancel without penalty to the
Sellers any uncompleted order or the contract of sale or to suspend delivery on the
failure of the Purchaser to fulfil any of the commitments or obligations of the Purchaser
to the Sellers howsoever arising whether such commitment or obligation arises pursuant
to the contract of sale or otherwise. Upon such cancellation or suspension by the
Sellers or in the event of any cancellation or suspension of the contract or of any order
made or given by the Purchaser to the Sellers, the Purchaser shall, on the demand in
writing of the Sellers to the Purchaser, indemnify and so free and relieve the Sellers
from and against any loss, cost, charge, expense or damage to or incurred by the
Sellers resulting from such cancellation or suspension.
All goods are offered subject to their being available upon receipt of the Purchaser’s
All prices quoted or accepted are exclusive of VAT at the applicable rate which shall be
paid by the Purchaser to the Sellers on the price of the goods at the time of payment of
the price and are given on an ex works basis. The minimum order value is £10 net
excluding packaging and delivery charges. Unless expressly quoted as a firm price, all
prices quoted are business estimates only and the prices ruling at the date of despatch
shall apply and shall be invoiced to the Purchaser. Where a firm price is quoted in
writing it is a subject to the receipt of the Purchaser’s order within 30 days of the date of the quotation. If work is suspended because of the Purchaser’s instructions, lack of
instructions or failure to supply specifications, extra charges may be made by the sellers
against the Purchaser. The Sellers shall be entitled to refuse to accept any order placed
as a result of any quotation made by the Sellers.
6. PACKAGING AND DELIVERY
Packaging and delivery charges will be charged separately. Delivery periods shall run
from the date of acceptance or deemed acceptance of the Purchaser’s order. The
Sellers may make part deliveries or may deliver ant of the goods by instalments and
each delivery shall be considered a separate transaction and the failure of any delivery
shall not affect the due performance of the contract of sale as regards other deliveries.
The Sellers will endeavour to adhere to the delivery date set out in the quotation, but
such delivery date is a business estimate only and the Sellers shall be under no liability
whatsoever for any delay in delivery or the consequences thereof however caused and
such delay shall not entitle the Purchaser to cancel or terminate any order or the
contract of sale. Time for delivery shall not be of the essence of the contract.
7. FORCE MAJEURE
In the event of any stoppage, delay or interruption of work at the Sellers’ works or at the
premises of any supplier before or during the delivery period caused by strike, lockout,
labour dispute, fire, breakdown of machinery, shortage of materials or transport or any
other cause whatsoever beyond the Sellers’ control, deliveries may be wholly or partially
suspended and the delivery period extended by the length of time during which
deliveries are suspended.
Where goods are ready for delivery the Sellers may postpone delivery at the request in
writing of the Purchaser provided that the Purchaser pays the full price of the goods to
the Sellers within seven days of the request. The Sellers may store the goods at their
own premises or elsewhere at the Purchaser’s sole risk and all storage, insurance and
transport charges shall be paid by the Purchaser.
Unless the Purchaser gives the Sellers written notice within seven days from the date of
delivery that the goods are not in conformity with the contract the Purchaser is deemed
to have accepted the goods.
10. RISK AND PASSING OF PROPERTY
(a) Save as otherwise expressly provided in these terms and conditions, risk in the
goods shall pass to the Purchaser when the goods are delivered to the Purchaser or its
(b) Notwithstanding delivery of the goods, title thereto shall remain with the Sellers
and shall not pass to the Purchaser until such time as payment is made full to the
Sellers of all amounts howsoever arising due to the Sellers by the Purchaser and, where
applicable, by any holding or subsidiary company (as those terms are defined by the
Companies Act 1985) of the Purchaser.
(c) Until such time as payment in full is made to the Sellers in accordance with these
terms and conditions and title to the goods has passed to the Purchaser, the Purchaser
shall hold the goods as trustee, but not as agent, for the Sellers and shall ensure that
the goods shall be stored separately from any other property of the Purchaser or from
any property belonging to a third party and held by the Purchaser and shall be clearly
identifiable as the property of the Sellers. At any time prior to title to the goods passing from the Sellers in accordance with these terms and conditions the Sellers shall be
entitled on demand to recover possession of the goods or any of them (without prejudice
to any other of their other rights) and, for this purpose, shall be entitled to enter upon the
Purchaser’s premises (or any other premises where the goods are stored) during
normal business hours for the purpose of removing such goods and to remove such
goods from such premises. These terms and conditions constitute an authority for any
third party authorised by the Sellers to exercise the Seller’s rights hereunder.
(d) Until payment in full of all sums due to the Sellers has been made, the Purchaser
shall hold in trust for the Company to the extent of such sums all rights under any
contract of resale or any other contract in pursuance of which the goods or any part
thereof are disposed of or any contract by which compromising the said goods or any
part thereof is or is to be disposed of and any monies or other consideration received by
the Purchaser thereunder.
(e) The Sellers and the Purchasers agree that, where the goods are mixed with other
goods or if the goods in any way whatsoever become a constituent of any other goods
before title to the goods has passed pursuant to these term and conditions, title to the
goods shall remain with the Sellers until title therein has passed pursuant to these terms
and conditions and, in addition, the Sellers shall have a right of joint property in the other
goods which shall arise with effect from the moment at which the goods supplied by the
Sellers are mixed with or become a constituent of other goods.
(a) The Sellers will enforce for the benefit of the Purchaser any manufacturer’s
guarantee, warranty or servicing agreement but the Sellers shall under no liability
whatsoever, even for negligence, for any manufacturer’s defect.
(b) No warranty whatsoever is given on second-hand goods nor shall the Sellers be
under liability for any defects drawn to the attention of the Purchaser or which were or
ought to have been discovered on any examination of the goods prior to delivery to the
Purchaser, its servant or agents.
(c) The sellers give no warranty and make no representation whether express or
implied as to any matter whatsoever including (without limitation) condition,
merchantability or fitness for any purpose.
(d) For the avoidance of doubt, no description of goods given by the Sellers shall be
deemed to constitute a contract of sale by description so as to impose any implied
condition as provided in section 13 of the Sale of Goods Act 1979.
12. LOSS OR DAMAGE IN TRANSIT
Any shortage or damage to the goods must be clearly stated on the driver’s delivery
sheet or in a written statement of the facts received by the Seller and by the carrier(if not
the Sellers’ transport) within seven days after the date of delivery otherwise no claim will
be entertained. The package and contents should be retained by the Purchaser for
examination. The Purchaser shall give the Sellers such opportunity as the Sellers may
reasonably require to examine or inspect the defective or faulty goods at the
Purchasers’ premises. Written notice of any non-delivery must be received by the Seller
within Seven days after the date of invoice. Time is of the essence of this condition.
The Sellers’ liability in respect of any claim accepted under this condition is limited to
making up the shortage or replacing any goods to have been damaged or lost in transit
to the point of delivery, and the Seller does not accept liability for any loss or damage
suffered by the Purchaser whether direct or consequential and howsoever arising. 13. ILLUSTRATIONS
Photographs, illustrations, specifications and publicity matter are intended to give a
general idea of the machines portrayed. They do not constitute a description of the
machine nor shall they be taken to be representations made by the Sellers. Unless
specifically stated, saws, cutters and other accessories appearing on illustrations are not
included in the price.
Performance and production figures given are estimated for those obtained during tests
by the Sellers. The Sellers do not warrant that equivalent results will be obtained on any
particular machine and shall not be liable if equivalent results cannot be obtained. It is
the responsibility of the Purchaser to determine that the goods are sufficient and
suitable for the purpose to which they are to be put. The Sellers cannot accept any
responsibility either in respect of the installation of any goods or as to the ultimate
performance of any product in which the goods may be installed. The Sellers shall in no
way be liable for any direct or consequential damage, loss or expense arising from any
defect or inefficiency caused by the manner in which the goods are used.
15. WEIGHTS AND MEASURES
Weights, measurements, horsepower etc. are approximate only.
16. INSTALLATION AND COMMISION
The Sellers may agree to a separate charge to install and/or commission machines at
the premises of the Purchaser of any third party or if it forms part of the commercial
agreement to supply. If they do so then: -
(a) The Sellers shall be under no liability whatsoever for any loss or damage whether
direct or consequential and howsoever caused to the Purchaser or to any third party
during or as a result of or in connection with the installation or commissioning.
(b) The Purchaser shall indemnify the Sellers against any loss or damage caused to
the Sellers, their servants or agents during or as a result of or in connection with the
installation or commissioning.
(c) The Purchaser shall indemnify the Sellers against any liability whatsoever which
the sellers may incur to any third party (including the Purchaser’s servants or agents
and the Sellers servants or agents) during or as a result of or in connection with the
installation or commissioning.
Subject to the other terms of these terms and conditions, the Sellers shall not be liable
for any shortages or defects in the goods or failure of the goods to comply with any
specification unless a claim in writing shall have been received by the Sellers from the
Purchaser within seven days of the delivery of the goods. The liability of the Sellers
under this condition shall be limited to replacing, repairing or making good goods which
are proved to be defective or faulty under proper use by reason of faulty workmanship or
faulty material. Save as expressly provided in these terms and conditions and except as
provided in section 16 of the Unfair Contract Terms Act 1977, the Sellers shall not be
liable to the Purchaser or to any third party for any loss or damage (whether direct or
consequential) suffered in respect of the goods or arising from or caused by any defect
or fault in the goods and the Sellers shall be indemnified by the Purchaser against all
third party claims made in respect of the goods.
18. HEALTH AND SAFETY AT WORK ACT 1974 The Purchaser undertakes to ensure that the goods are in all respects safe for their
application before they are put into operation.
19. THE PURCHASER’S WARRANTIES
The Purchaser hereby warrants:
(a) In every case that all statutory consents, licences and approvals of whatsoever
nature which may be necessary to utilise the equipment supplied for the manufacture of
any product have been duly obtained.
(b) That when the Sellers deliver the goods to the delivery address, the Purchaser
will arrange for the unloading to be completed within not more than one hour of arrival of
(c) The Purchaser hereby agrees to indemnify the Sellers against all expenses,
liabilities, loss claims and proceedings which may arise by reason of the Purchaser’s
breach or breaches of any of the aforesaid warranties.
20. RETURN OF GOODS
The Sellers shall be under mo liability to accept the return of goods which are of sound
quality. Such goods may only be returned to the Sellers with the Sellers’ prior written
consent and subject to the receipt by the Sellers of the Purchaser’s advice note stating
the reason for the proposed return and the date and number of the Sellers’ invoice. In
the event that the Sellers consent in writing to accept the return of such goods, such
goods must be returned securely packed and, unless the Sellers arrange collection,
consigned carriage paid by the Purchaser. If the Sellers collect such, the Sellers shall
be entitled to impose a handling charge payable by the Purchaser. The issue of the
Sellers’ collection note will not bind the Sellers to issue any credit in respect of the
(a) If the Sellers shall consider that the Purchaser’s financial condition does not at
any time justify the agreed terms of payment, the Sellers may, having given notice in
writing to the Purchaser, cancel any unfilled order or the contract of sale unless the
Purchaser shall forthwith make payment to the Sellers for the goods already delivered or
supplied by the Sellers to the Purchaser or shall make prior payment for the goods
ordered but not delivered or supplied, or both, at the Sellers’ option.
(b) If any monies due to the Sellers be overdue within the meaning of the condition
“PAYMENT” below or if the Purchaser shall enter into a composition or other
arrangement with or for the benefit of its creditors or becomes apparently insolvent
within the meaning of the Bankruptcy (Scotland) Act 1985 or a petition for a bankruptcy
order to be made against the Purchaser is presented to a court or, being a body
corporate, a receiver is appointed over the whole or part of the Purchaser’s property or
undertaking or a petition is presented for the making of an administration order or a
winding-up order in respect in respect of the Purchaser or the Purchaser passes a
resolution for the winding-up of the Purchaser or a proposal is made for the making of a
voluntary arrangement in respect of the Purchaser, then the Sellers shall entitled without
prejudice to any other right against the Purchaser, to suspend performance of any
contract then obtaining between the Sellers and the Purchaser and/or upon the giving of
notice in writing to treat any such contract as at an end, (Finished and) undelivered (or
partly manufactured) goods shall be chargeable to the Purchaser or may be disposed of
by the Sellers at their option and any shortfall in price obtained shall be chargeable to
the Purchaser. (c) If the contract shall become impossible of performance or otherwise frustrated,
the Sellers shall be entitled to reasonable remuneration for work done until the date of
“These terms and conditions and the contract of sale shall be governed by and
constructed in accordance with Scots law and the Purchaser by its acceptance of these
terms and conditions hereby prorogates the non-exclusive jurisdiction of the Court of
Session in Edinburgh and the Sheriffdom of Highlands and Islands at Aberdeen.”
23. EXCLUSION OR IMPLIED TERMS
All quotations are submitted, all orders are accepted and all good are supplied by the
Sellers subject to these terms and conditions and all other conditions, warranties and
representations express or implied by statute or otherwise are hereby excluded to the
fullest extent permitted by law..If any provision of these terms and conditions is or
becomes invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions of these terms and
conditions or of the contract of sale shall not in any way be affected or impaired.
(a) All business will be carried out on our standard payment terms of 40% deposit
with orders, 60% prior to shipment of goods in the form of equipment, unless otherwise
agreed in writing by the Sellers. The only other exception will be for the supply of goods
in the form of consumables when upon agreement at the time of order, the payment
terms will be made strictly within 30 days of the date of the relevant invoices.
(b) If the Purchaser fails or refuses to make payment in accordance with these terms
and conditions within the time provided and fails to remedy such failure or refusal within
14 days after having been given notice in writing requiring the said payment, then all
payments due under this contract shall forthwith become payable and in each such case
the Sellers may suspend any delivery or deliveries and the Purchaser shall be liable to
pay on demand.
(c) Interest at the rate charged to the Sellers by their bankers on overdraft account
from time to time and for the time being shall be payable on any sum payable by the
Purchaser to the Sellers and not paid on the due date from the due date of payment
thereof until the date of actual payment thereof, to the Sellers and that whether or not
after judgement or decree. Such interest shall be calculated on the basis of the actual
number of days lapsed.
Any waiver by the Sellers to enforce any of these terms and conditions shall not be
construed as a waiver of any of the Sellers rights hereunder.
RS MACHINERY GROUP LTD (TRADING AS RS MACHINERY) TERMS &
CONDITIONS OF SUPPLY - ADDENDUM
Delivery will be approximately xxx weeks from date of receipt of official purchase order
and payment of deposit (subject to confirmation at time of order placement). This
assumes that all technical and commercial items are fully clarified at the point of placing
the order which must be in writing, and excludes any delays caused by force majeure. Transport to your works, unloading and positioning are not included in the above prices
unless otherwise stated.
27 MACHINE ORIENTATION
RS MACHINERY will supply a Machine installation footprint drawing at time of order
placement. This drawing will indicate the standard orientation and configuration of the
machine. If modifications can be made as required by the customer, then we will
endeavor to accommodate these however RS MACHINERY are not obliged to accept
28 PAYMENT TERMS
Standard payment terms are 40% deposit + VAT with order, balance before shipment
from manufacturer works. Any alternative payment terms agreed must be clearly stated
in writing on the order acknowledgement. In the case of a finance company funded
purchase, the obligation for a fully funded deposit remains before an order can be
started. Title of the goods supplied does not pass until payment has been received in
29 RESPONSIBILITIES OF THE CUSTOMER
In addition to the responsibilities stated above, the customer is responsible for the
following at no expense to RS MACHINERY
1. Availability of suitable skilled staff (e.g. fitters, welders, electricians, plumbers,
crane operators, for lift truck drivers) including tools to assist the RS Installation
2. Availability of suitable skilled Information & Communications Technology (ICT)
support staff to configure the optional Ethernet or Wireless connection to the Host
PC or Local Area Network (LAN)
3. Availability of a suitable overhead crane, forklift truck or other lifting gear
including chains, slings, ropes etc to unload and position the machine during the
4. Any civil engineering that may be required including cutting work, plastering,
earthworks, plugging, shuttering, masonry, underpinning and insulation work
5. Supply of a suitable weather-proof building as warranty will be void if machine is
subjected to the elements
6. Supply of a suitable concrete floor at least 150mm thick and firm and level to
within ± 15mm over the length of the machine
7. Supply of all air, gas and electrical supplies to our recommendations to undertake
the installation and commissioning of the equipment
8. Supply and implementation of noise control measures where required
9. Supply of a suitable cutting table if the optional cutting table is not included 10. Supply of a suitable fume extraction fan/filtration system if the optional Filtration
System is not included
11. Supply of suitable ductwork if not included
12. Supply of suitable PC hardware if the optional CAD/CAM Software is included
13. Supply of materials for commissioning tests
14. Disposal or return of packaging resulting from the installation
15. Disposal of waste resulting from the installation
16. Disposal of scrap material, slag and debris produced during the operation of the
30 SHIPPING INSURANCE
If the basis of supply is ex-works (EXW) and the customer is to supply transport, then
they must also supply suitable insurance. If RS MACHINERY is to supply transport,
then insurance is included. However the insurance risk passes to the customer when
the consignment reaches the customer site. It is therefore the responsibility of the
customer to arrange adequate insurance for unloading/siting etc.
All machines and new ancillary equipment carry a standard warranty for a period of 12
months or 2000 hours, whichever is the shorter, unless otherwise stated. The warranty
period commences from the date of delivery of the machine to the customers site, or in
the event of customer caused delay by more than 14 days, the warranty period will
commence from the planned date of dispatch of the machine from our works.
The warranty does not cover damage as a result of misuse, use by untrained operators
or any other instance that is not in accordance with the proper operation or use of the
machine. Additionally, the warranty is void if non-geniune or unauthorised parts or
consumables are used. Any warranty may be deemed void if during the warranty
period, machines or ancillary equipment are serviced by non-RS authorized personnel.
The warranty is offered strictly on the understanding that the machine and all ancillary
equipment will be maintained on a Service Contract as provided and recommended by
RS MACHINERY. Failure to maintain the equipment service record will render this
warranty null and void and it is the express responsibility of the customer to ensure that
the service periods and maintenance are adhered to.
The withholding of payment in lieu of warranty work is expressly forbidden under the
terms of this quotation or order.
For the term of the warranty period offered, RS MACHINERY agrees to undertake in a
prompt and professional manner the replacement or repair of defective parts, and or
rectification of faulty workmanship for the said period, this offer includes the costs associated for both parts and labour supplied by RS MACHINERY, but excludes all
travel, accommodation and expenses associated with carrying out warranty repairs.
Where warranty or extended warranty is offered on specific items from OEM parts
suppliers such as Panasonic, Beckhoff, Nlight, IPG Photonics, Hypertherm etc, RS
MACHINERY offers the service only on the basis as it is offered to RS MACHINERY by
For current systems with Beckhoff motion system, it is a stipulation of our sale that a
dedicated phone line for remote diagnostics purposes is a prerequisite of this response
During normal business hours warranty issues can be directed to our office at any time
by email or phone or by web portal.
Warranty is based on travel and work during normal business hours of 7.30 am to 5.30
32 LASER/PLASMA/OXYFUEL PROFILING SYSTEM SPECIFIC TERMS OF
This warranty explicitly excludes the following:
1. All Optical components used on Laser systems, including but not limited to,
Cutting Head optics, fiber cable, fiber connectors (QBH,QD) , lens’s, collimation optics,
cutting lens, top protection window, bottom protection window,
2. All consumable items such as nozzles, electrodes, shields, ceramics, flexible
hoses, belts, dust or protective bellows, coolants, oils, filters, etc
3. All warranties offered are offered on the basis that they are offered to RS
MACHINERY by the Original Equipment Manufacturer.
4. Any damage caused by services e.g. electrical, gas, air water etc, being supplied
or connected to the system being incorrect, out of tolerance in supply ranges and or
pressures, contamination or in any way being not as recommended by RS
5. Any damage caused by failure to maintain water condition in Chillers, laser,
6. Any damaged caused by negligence, abuse or incorrect operation including
specifically any damage caused by incorrect cutting settings, beam mis-alignment, back
reflection or improper use. This refers directly to damage caused by untrained or
improperly trained personal.
7. Fair wear and tear subject to normal conditions of use.
8. Any damage due to lack of maintenance and proper care. In particular failure to
follow recommended service schedules and procedures. Genuine consumables and spare parts must be supplied by RS MACHINERY for the
duration of the warranty on the understanding that these will be supplied by RS
MACHINERY at competitive market prices and it is the responsibility of the customer to
contact RS MACHINERY in the event that they feel prices offered are not competitive.
33 ACCESS & SERVICES
RS MACHINERY will require:
1. Unrestricted access to the Customer’s plant throughout the commissioning
2. Heat, light, power, air and hot water throughout the commissioning period
3. The installation area should be clean, clear and fully prepared suitable for the
purpose, in particular the floor strength and suitability for mounting of the
equipment. (If in doubt please ask for assistance or seek professional advice)
4. All services required e.g. laser gases, cutting gases coolant and additives etc,
electrical supplies should be in place and ready for use before delivery and
commissioning is scheduled.
5. Customers machine operators to be available when required throughout run up
period, including suitable material for testing, commissioning and or any
34 MACHINE ACCEPTANCE
RS MACHINERY shall notify the Customer in writing when the installation is ready for
acceptance and acceptance shall take place within seven (7) Days. Acceptance may not
be withheld from deficiencies not, or not materially, impairing the proper functioning of
the works. Should acceptance not have taken place, for reasons that are beyond RS
MACHINERY control, within seven (7) Days from the date of notification that the works
are ready for acceptance, acceptance shall be deemed to have taken place upon the
Customers taking into operation the equipment in relation to which RS MACHINERY
services have been provided.