Benchmark PulsaCoil 2000 Series Design, Installation And Servicing Instructions page 29

(f ) nothing in these Conditions shall confer on the purchaser any rights or remedies to which the purchaser
would not otherwise be legally entitled.
(6) Notwithstanding any other provision contained herein the Purchaser's hereby agree to fully indemnify
us against any damages losses costs claims or expenses incurred by us in respect of any claim brought
against us by any third party for :-
(a) any loss injury or damage wholly or partly caused by any goods supplied by us or their use.
(b) any loss injury or damage wholly or partly caused by the defective installation or sub-standard workmanship
or materials used in the installation of any goods supplied by us.
(c) any loss injury or damage in any way connected with the performance of this contract.
PROVIDED that this paragraph (6) will not require the Purchaser to indemnify us against any liability for our
own acts of negligence or those of our employees agents or sub-contractors.
FURTHER in the case of goods supplied by us which are re-sold to and installed by a third party by the
Purchaser it will be the sole responsibility of the Purchaser to test the goods immediately after their installation
to ensure that inter alia they are correctly installed and are in proper working order, and are not likely to cause
any loss injury or damage to any person or property.
10. VARIATION OF WARRANTY AND EXCLUSION
Should our warranty and exclusion be unacceptable we are prepared to negotiate for variation in their
terms but only on the basis of an increase in the price to allow for any additional liability or risk which
may result from the variation.
Purchasers are advised to insure against any risk or liability which they may incur and which is not
covered by our warranty.
11. RISK AND RETENTION OF TITLE
(a) goods supplied by us shall be at the Purchaser's risk immediately upon delivery to the Purchaser or into
custody on the Purchaser's behalf or to the Purchaser's Order. The Purchaser shall effect adequate insurance of
the goods against all risks to the full invoice value of the goods, such insurance to be effective from the time of
delivery until property in the goods shall pass to the Purchaser as herinafter provided.
(b) property in the goods supplied hereunder will pass to the Purchaser when full payment has been
made by the Purchaser to us for :-
(i) the goods of the subject of this contract.
(ii) all other goods the subject to of any other contract between the Purchaser and us which, at the
time of payment of the full price of the goods sold under this contract, have been delivered to the
Purchaser but not paid for in full.
(c) until property in the goods supplied hereunder passes to the Purchaser in accordance with paragraph
(2) above.
(i) the Purchaser shall hold the goods in a fiduciary capacity for us and shall store the same separately
from any other goods in the Purchaser's possession and in a manner which enables them to be identified
as our goods.
(ii) the Purchaser shall immediately return the goods to us should our authorised representative so request. All
the necessary incidents associated with a fiduciary relationship shall apply.
(d) the Purchaser's right to possess the goods shall cease forthwith upon the happening of any of the
following events, namely :-
(i) if the Purchaser fails to make payment in full for the goods within the time stipulated in clause
4 hereof.
(ii) if the Purchaser, not being a company, commits any act of bankruptcy, makes a proposal to his
or her creditors for a compromise or does anything which would entitle a petition for a Bankruptcy
Order to be presented.
(iii) if the Purchaser,being a company,does anything or fails to do anything which would entitle an adminstrator
or an adminstrative receiver or a receiver to take possession of any assets or which would entitle any person
to present a petition for winding up or to apply for an adminstration order.
(e) the Purchaser hereby grants to us an irrevocable licence to enter at any time any vehicle or premises
owned or occupied by the Purchaser or in the possession of the Purchaser for the purposes of repossessing
and recovering any such goods the property in which has remained in us under paragraph (2) above. We
shall not be responsible for and the Purchaser will indemnify us against liability in respect of damage
caused to any vehicle or premises in such repossession and removal being damaged which it was not
reasonably practicable to avoid.
(f ) notwithstanding paragraph (3) hereof and subject to paragraph (7) hereof,the Purchaser shall be permitted
to sell the goods to third parties in the normal course of business. In this respect the Purchaser shall act in
the capacity of our commission agent and the proceeds of such sale :-
(i) shall be held in trust for us in a manner which enables such proceeds to be identified as such, and :
(ii) shall not be mixed with other monies nor paid into an overdrawn bank account.
We, as principal, shall remunerate the Purchaser as commission agent a commission depending upon
the surplus which the Purchaser can obtain over and above the sum, stipulated in this contract of
supply which will satisfy us.
(g) in the event that the Purchaser shall sell any of the goods pursuant to clause (6) hereof, the Purchaser
shall forthwith inform us in writing of such sale and of the identity and address of the third party to
whom the goods have been sold.
(h) if, before property in the goods passes to the Purchaser under paragraph (2) above the goods are or
become affixed to any land or building owned by the Purchaser it is hereby agreed and declared that such
affixation shall not have the effect of passing property in the goods to the Purchaser. Furthermore if, before
property in the goods shall pass to the Purchaser under paragraph (2) hereof, the goods are or become affixed
to any land or building (whether or not owned by the Purchaser), the Purchaser shall:-
(i) ensure that the goods are capable of being removed without material injury to such land or building.
(ii) take all necessary steps to prevent title to the goods from passing to the landlord of such land
or building.
(iii) forthwith inform us in writing of such affixation and of the address of the land or building concerned.
The Purchaser warrants to repair and make good any
damage caused by the affixation of the goods to or their
removal from any land or building and to indemnify us
against all loss damage or liability we may incur or sustain
as a result of affixation or removal.
(i) in the event that,before property in the goods has passed
to the Purchaser under paragraph (2) hereof, the goods or
any of them are lost, stolen, damaged or destroyed :-
(i) the Purchaser shall forthwith inform us in writing of
the fact and circumstances of such loss, theft, damage
or destruction.
(ii) the Purchaser shall assign to us the benefit of any
insurance claim in respect of the goods so lost, stolen,
damaged or destroyed.
12. NON-PAYMENT
If the Purchaser shall fail to make full payment for the goods
supplied hereunder within the time stipulated in clause 4
hereof or be in default of payment for any other reason then,
without prejudice to any of our other rights hereunder, we
shall be entitled to stop all deliveries of goods and materials
to the Purchaser, including deliveries or further deliveries of
goods under this contract. In addition we shall be entitled
to terminate all outstanding orders.
13. RISK
All goods sold by us shall be at the sole risk of the Purchaser
from the date of despatch by us of the invoice for their
price.
14. VALUE ADDED TAX
All prices quoted are exclusive of Value Added Tax which
will be charged at the rate ruling at the date of despatch
of invoice.
15. TRADE SALES ONLY
We are only prepared to deal with those who are not
consumers within the terms of the Unfair Contract Terms
Act 1977, the Sale of Goods Act 1979 and the Supply of
Goods and Services Act 1982. Accordingly any person who
purchases from us shall be deemed to have represented
that he is not a consumer by so purchasing.
16. JURISDICTION
The agreement is subject to English/Scots law and any
dispute arising hereunder shall be settled in accordance
therewith dependent upon the location.
Page 29