Terms & Conditions

TERMS AND CONDITIONS OF BUSINESS SRS LTD

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These Terms and Conditions of Business govern the relationship between SRS Ltd (Agent), its manufacturing and supply partners (Manufacturer) and the end customer (Customer) in connection with all enquiries, quotations, orders and contracts facilitated through SRS Ltd. By engaging SRS Ltd or placing an

Order, the Customer acknowledges and accepts these Terms and Conditions in full.

 

1. DEFINITIONS

In these Terms and Conditions the following definitions apply:

 

Agent means SRS Ltd, a company registered in Northern Ireland with its registered address at 9 Mallabeny Road, Clogher, County Tyrone, Northern Ireland, BT76 0XP.

Manufacturer means the European manufacturing or supply partner on whose behalf SRS Ltd acts as commercial agent in the United Kingdom and Ireland.

Customer means the business, company or individual placing an enquiry, accepting a Quotation or placing an Order through SRS Ltd.

Goods means the machinery, equipment, components, systems or related products supplied by the Manufacturer to the Customer.

Order means any purchase order, written instruction or agreement to purchase Goods, whether submitted in writing, by email or confirmed by prepayment or approval of technical drawings.

Contract means the agreement for the supply of Goods formed between the Customer and the Manufacturer upon acceptance of an Order.

Quotation means the written or electronic document issued by SRS Ltd on behalf of the Manufacturer setting out the specification, pricing, delivery and payment terms for the Goods.

Installation means the physical positioning, assembly, connection and commissioning of the Goods at the

Customer's site. Site means the premises or location at which the Goods are to be delivered, installed and operated.

Site Survey means any assessment, inspection or evaluation of the Customer's Site carried out in connection with the specification, design or installation of the Goods.

Third Party Professional means any architect, structural engineer, civil contractor, surveyor, planning consultant or other specialist engaged by the Customer or the Manufacturer in connection with a project.

 

2. AGENCY STATUS AND CONTRACTUAL RELATIONSHIP

SRS Ltd acts solely as a commercial agent on behalf of its Manufacturer partners in accordance with the Commercial Agents (Council Directive) Regulations 1993 as applicable in Northern Ireland. SRS Ltd introduces, specifies, coordinates and facilitates the supply of Goods but is not a principal party to any Contract of sale.
 

The Contract for the supply of Goods is formed exclusively between the Customer and the relevant Manufacturer. SRS Ltd has no authority to vary the terms of any Contract on behalf of the Manufacturer unless expressly authorised to do so in writing by the Manufacturer.
 

Any technical recommendations, specifications or advice provided by SRS Ltd are given in good faith in its capacity as agent and in reliance on information supplied by the Customer and the Manufacturer. Such recommendations do not constitute a warranty or guarantee by SRS Ltd and carry no independent contractual liability on the part of SRS Ltd.
 

By placing an Order or accepting a Quotation, the Customer acknowledges and accepts the agency relationship described in this clause and agrees that its contractual relationship for the supply of Goods is with the Manufacturer.
 

Full terms and conditions of sale governing each individual transaction will be provided with the Quotation and confirmed with the Order and invoice. Those terms form the basis of the Contract between the Customer and the Manufacturer and in the event of any conflict with these Terms and Conditions shall prevail in respect of that transaction.

 

3. QUOTATIONS AND ORDERS

All Quotations issued by SRS Ltd are prepared in good faith on behalf of the relevant Manufacturer and are valid for the period stated within the Quotation. Where no validity period is stated, Quotations remain valid for 30 days from the date of issue.
 

An Order shall be deemed accepted and a binding Contract formed when the Customer provides written confirmation, makes a prepayment, approves technical drawings or delivers own components to the Manufacturer as stipulated in the Quotation.
 

Any verbal arrangements between SRS Ltd and the Customer or between the Customer and the Manufacturer shall be non-binding unless confirmed in writing and included in the Quotation or Order confirmation.
 

Technical specifications, tolerances, dimensions, performance data and delivery estimates provided within a Quotation do not constitute guaranteed characteristics unless expressly stated in writing by the Manufacturer. Minor deviations from stated parameters are permissible provided they do not materially reduce the functionality of the Goods.
 

Where a Customer provides inaccurate, incomplete or misleading site information, technical requirements or specifications in connection with an Order, SRS Ltd and the Manufacturer accept no liability for any resulting errors in specification, additional costs or delays. Any costs arising from the need to vary the specification as a result of inaccurate information provided by the Customer shall be borne by the Customer.
 

SRS Ltd and the Manufacturer reserve the right to decline an Order within 14 days of receipt in the event of unforeseen circumstances or suspected infringement of third party rights.

 

4. PRICE AND PAYMENT

The price for the Goods shall be as stated in the Quotation. All prices are exclusive of VAT, import duties, customs charges and any other applicable taxes unless otherwise stated. Where VAT or other taxes apply, these will be stated separately on the invoice.
 

Payment terms will be specified in the Quotation and confirmed in the invoice issued by the Manufacturer or by SRS Ltd on behalf of the Manufacturer. The date of payment shall be the date on which cleared funds are received in full.
 

The Manufacturer reserves the right to adjust pricing prior to commencement of manufacture in the event of material, component or currency cost increases occurring between the date of Quotation and the date of manufacture. Where a price adjustment is necessary the Customer will be notified in writing. Such notification shall not entitle the Customer to cancel the Order without the written agreement of the Manufacturer.
 

In the event of late payment, the Manufacturer reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 as applicable in Northern Ireland, from the first day of delay. The Manufacturer further reserves the right to suspend manufacture, delivery or installation pending receipt of overdue payments.
 

The submission of a warranty claim, quality dispute or complaint shall not entitle the Customer to withhold or delay payment of any outstanding invoice.

 

5. SITE SURVEY AND EVALUATION

Where a Site Survey or evaluation is carried out in connection with a proposed Order, such survey may be conducted by SRS Ltd, the Manufacturer or a Third Party Professional appointed by either party. Any Site Survey is carried out in good faith based on information made available at the time of assessment and does not constitute a structural, civil or planning assessment unless expressly stated.
 

SRS Ltd accepts no liability for inaccuracies in a Site Survey arising from incomplete, inaccurate or misleading information provided by the Customer or any third party, or from site conditions that were not visible, accessible or disclosed at the time of the survey.
 

Where site conditions differ materially from those assessed at the time of Quotation, the Manufacturer reserves the right to revise the specification and pricing accordingly prior to commencement of manufacture. The Customer shall be responsible for any additional costs arising from undisclosed, changed or unforeseen site conditions.
 

Where the Customer commissions an independent Site Survey, architect, structural engineer or other Third Party Professional, the findings, recommendations and any resulting costs are the sole responsibility of the Customer. SRS Ltd and the Manufacturer are not bound by and accept no liability arising from the work or recommendations of any Third Party Professional engaged by the Customer.

 

6. CUSTOMER OBLIGATIONS AND SITE READINESS

The Customer is responsible for ensuring that prior to delivery and installation of the Goods, the Site is fully prepared and fit to receive, install and operate the Goods in accordance with the Manufacturer's technical requirements as communicated by SRS Ltd.
 

The Customer's obligations include but are not limited to:

• Obtaining all necessary planning permissions, building consents, statutory approvals, licences and utility connections required for the installation and operation of the Goods.

• Ensuring that the Site floor, foundations, structure and services meet the technical requirements specified by the Manufacturer.

• Providing safe and unobstructed access to the Site for delivery vehicles, installation engineers and commissioning personnel.

• Providing adequate lifting equipment, utilities, power supply and welfare facilities as required for installation.

• Ensuring that all civil, structural and preparatory building works are completed to the Manufacturer's specification prior to the agreed installation date.
   

Where delivery or installation is delayed, aborted or rescheduled as a result of the Customer's failure to comply with these obligations, any additional costs incurred by the Manufacturer, SRS Ltd or their contractors shall be borne by the Customer.

 

7. INSTALLATION AND COMMISSIONING

Unless expressly stated otherwise in the Quotation, installation and commissioning of the Goods is the responsibility of the Manufacturer or a party appointed by the Manufacturer. The scope of installation services will be set out in the Quotation and contract documentation.
 

The Customer shall provide the Manufacturer's installation engineers with safe, unobstructed and timely access to the Site for the duration of the installation and commissioning programme. Any delay to the installation programme caused by incomplete preparatory works, restricted access, unavailability of utilities or failure to provide the required Site conditions shall result in additional costs which shall be borne by the Customer.
 

Health, safety and site rules applicable to the Customer's Site remain the responsibility of the Customer. The Customer shall ensure that the Site meets all applicable health and safety requirements under the Health and Safety at Work (Northern Ireland) Order 1978 and all associated legislation prior to and during installation.
 

SRS Ltd accepts no liability for the conduct, quality, timing or outcome of any installation or commissioning work carried out by the Manufacturer or any third party contractor. All such matters are governed by the Contract between the Customer and the Manufacturer.

 

8. THIRD PARTY PROFESSIONALS

Where architects, structural engineers, civil contractors, surveyors, planning consultants or other Third Party Professionals are engaged by the Customer in connection with a project, their work, advice, designs and recommendations are entirely the responsibility of the Customer. The Customer shall ensure that any Third Party Professional engaged has the relevant qualifications, professional indemnity insurance and competence required for the scope of work.
 

SRS Ltd and the Manufacturer accept no liability for any loss, additional cost, delay or defect arising from the work, advice or recommendations of any Third Party Professional engaged by the Customer, whether or not such professional was introduced or recommended by SRS Ltd.
 

Where a Third Party Professional is appointed by the Manufacturer in connection with installation or commissioning, the scope of their engagement and associated liability will be set out in the contract documentation issued with the Order.

 

9. DELIVERY

Delivery of Goods shall be in accordance with the INCOTERMS agreed and stated in the Quotation and Order. Delivery dates provided by SRS Ltd on behalf of the Manufacturer are estimates based on information available at the time of Quotation and do not constitute a guaranteed delivery date unless expressly confirmed in writing by the Manufacturer.
 

The Manufacturer shall notify the Customer as soon as reasonably practicable of any anticipated material delay to the agreed delivery schedule. Delay in delivery arising from circumstances beyond the Manufacturer's reasonable control, including force majeure events, shall not constitute a breach of Contract.
 

Risk in the Goods shall pass to the Customer in accordance with the agreed INCOTERMS. Where the Customer fails to take delivery on the agreed date or refuses delivery, the Manufacturer reserves the right to store the Goods at the Customer's expense and risk and to invoice the Customer for all reasonable storage and handling costs incurred.

 

10. FORCE MAJEURE

Neither SRS Ltd nor the Manufacturer shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond their reasonable control. This includes but is not limited to acts of God, natural disaster, war, terrorism, civil unrest, strikes, industrial action, government action or restriction, pandemic, epidemic, supply chain disruption, port congestion or closure, transport delays, shortage of materials, fire, flood, storm or any other event that could not reasonably have been anticipated or prevented.
 

The party affected by a force majeure event shall notify the other parties as soon as reasonably practicable.
 

Obligations under the Contract shall be suspended for the duration of the force majeure event and no liability shall arise on the part of SRS Ltd or the Manufacturer as a result. Where a force majeure event continues for a period exceeding 90 days, either party may elect to terminate the affected Contract by written notice without liability, save that the Customer shall remain liable for the cost of all work, materials and components procured by the Manufacturer prior to the force majeure event.

 

11. RESERVATION OF TITLE

Title in the Goods shall remain with the Manufacturer until payment of the full purchase price has been received in cleared funds. Until title passes, the Customer shall hold the Goods on behalf of the Manufacturer and shall keep them properly stored, insured at replacement value and clearly identifiable as the Manufacturer's property.
 

Until title passes, the Customer shall not dispose of, charge, encumber, modify or otherwise deal with the Goods without the prior written consent of the Manufacturer. In the event of insolvency, administration, receivership or enforcement proceedings against the Customer, the Customer shall immediately notify SRS Ltd and the Manufacturer, and the Manufacturer shall be entitled to recover possession of the Goods without further notice.

 

12. RECEIPT AND INSPECTION OF GOODS

The Customer shall inspect the Goods promptly upon delivery. Any visible defects, damage, non-conformities or shortages must be notified to SRS Ltd and the Manufacturer in writing within 7 days of delivery, providing a detailed written description and photographic evidence where possible.
 

Latent defects or non-conformities that could not reasonably have been identified on delivery, including those that only become apparent during installation or commissioning, must be notified to SRS Ltd and the Manufacturer in writing within 28 days of the defect becoming apparent, providing a detailed written description of the issue.
 

Failure to notify within the applicable period shall constitute acceptance of the Goods as delivered and the Customer shall lose the right to raise a warranty or defect claim in respect of that issue. Warranty and defect matters are governed by the terms agreed between the Customer and the Manufacturer and set out in the contract documentation issued with each Order.

 

13. WARRANTY

Warranty terms applicable to each Order are those of the relevant Manufacturer and will be set out in the contract documentation issued with each Quotation and Order. Warranty terms vary by Manufacturer and product and the Customer should review the applicable warranty terms carefully before placing an Order.

SRS Ltd does not provide any warranty in its own right in respect of any Goods supplied. Any warranty claims shall be directed to SRS Ltd as agent who will communicate and facilitate the claim with the Manufacturer on the Customer's behalf. SRS Ltd shall use reasonable endeavours to progress warranty claims with the Manufacturer promptly but accepts no liability for the Manufacturer's response time or the outcome of any warranty determination.

 

14. LIMITATION OF LIABILITY

SRS Ltd acts as a commercial agent only. SRS Ltd accepts no liability whatsoever in connection with the quality, fitness for purpose, performance, specification, delivery, installation or commissioning of any Goods supplied by a Manufacturer. All such liability rests solely with the Manufacturer and is governed by the Contract between the Manufacturer and the Customer.
 

SRS Ltd shall not be liable to the Customer or any third party for any direct, indirect, consequential, special or punitive loss arising from any defect, delay, incorrect specification, failed installation or failure of Goods, including but not limited to loss of production, loss of revenue, loss of profit, business interruption or damage to property.
 

Where SRS Ltd is found to have a liability to the Customer, that liability shall in all circumstances be limited to the amount of any agency commission received by SRS Ltd in connection with the relevant Order.

Nothing in these Terms and Conditions shall exclude or limit any liability that cannot lawfully be excluded or limited under the laws of Northern Ireland, including liability for death or personal injury caused by negligence or liability for fraudulent misrepresentation.

 

15. AMENDMENTS TO ORDERS

Any amendments to a Quotation or Order must be requested by the Customer in writing and agreed in writing by both the Customer and the Manufacturer. Verbal amendments shall have no contractual effect.

Any amendment is subject to the status of the Order at the time the amendment is requested. Where design, manufacturing or any other expenditure has been incurred by the Manufacturer in relation to the approved Order prior to the amendment being agreed, the Customer accepts liability for all reasonable costs arising from work already undertaken that cannot be incorporated into or utilised under the amended Order. Such costs will be confirmed in writing by the Manufacturer prior to the amendment being processed.

 

16. INTELLECTUAL PROPERTY AND THIRD PARTY RIGHTS

The Customer warrants that the placement of any Order with SRS Ltd does not infringe any trademark, patent, registered design, copyright or other intellectual property right of any third party. All product names, brand names, technical documentation, drawings and imagery associated with Manufacturer partners remain the intellectual property of the respective Manufacturer and are reproduced by SRS Ltd solely for the purpose of representing those Manufacturers in the United Kingdom and Republic of Ireland.
 

SRS Ltd shall not be liable for any claims arising from infringement of third party intellectual property rights resulting from the Customer's instructions, drawings, designs or specifications submitted in connection with an Order.

 

17. CONFIDENTIALITY

All parties agree to keep confidential all technical, commercial, pricing and contractual information exchanged in connection with any Quotation, Order or Contract and shall not disclose such information to any third party without the prior written consent of the disclosing party, except where required by law, regulatory authority or court order. This obligation shall survive the termination or completion of any Contract.

 

18. DATA PROTECTION

SRS Ltd processes personal data in accordance with its Privacy Policy, which is available on the SRS Ltd website and governs the collection, use, storage and disclosure of personal data. By engaging with SRS Ltd, the Customer consents to the processing of personal data as described in the Privacy Policy. SRS Ltd complies with the UK General Data Protection Regulation and the Data Protection Act 2018 as applicable in Northern Ireland.

 

19. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and any Contract facilitated through SRS Ltd are governed by and construed in accordance with the laws of Northern Ireland. Any disputes arising in connection with these Terms and Conditions, any Quotation, Order or Contract shall be subject to the exclusive jurisdiction of the courts of Northern Ireland.
 

Where a dispute arises between the Customer and the Manufacturer, SRS Ltd shall use reasonable endeavours to facilitate communication between the parties but shall not be required to act as arbitrator or mediator and accepts no liability for the resolution or outcome of any such dispute.

 

20. SEVERABILITY

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision shall be deemed severed from the remaining Terms and Conditions which shall continue in full force and effect.

 

21. ENTIRE AGREEMENT

These Terms and Conditions, together with the Quotation and contract documentation issued with each Order, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, discussions, correspondence and agreements. No variation to these Terms and Conditions shall be effective unless agreed in writing by SRS Ltd.

 

22. CHANGES TO THESE TERMS

SRS Ltd reserves the right to amend these Terms and Conditions at any time. Updated terms will be published on the SRS Ltd website. Continued engagement with SRS Ltd following publication of any amendment constitutes acceptance of the revised terms. Amendments shall not affect any Order already accepted prior to the date of amendment.

 

23. CONTACT

For any queries relating to these Terms and Conditions please contact SRS Ltd:

 

Email: info@srsmachinery.com

Phone: +44 (0) 7712 000981

Post: SRS Ltd, 9 Mallabeny Road, Clogher, County Tyrone, Northern Ireland, BT76 0XP

 

 

SRS Ltd requires that all parties obtain independent legal advice before entering into any contract for the supply of capital machinery or equipment. These Terms and Conditions do not constitute legal advice.