Terms & Conditions

1.1 Definitions

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm (GMT) on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.

Contract: the contract between Sigma and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Sigma.

Delivery Location: has the meaning given in clause 4.3.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's acceptance of Sigma's quotation.

Specification: any specification for the Goods, including any related plans, drawings and photographs, agreed in writing by the Customer and Sigma.

Sigma: Sigma Plantfinder Limited, registered in England and Wales with company number 09106588 of Middlesbrough Road, Middlesbrough, TS6 6LZ.

1.2 Interpretation

A person includes a natural person, corporate or unincorporated body. A reference to a party includes its personal representatives, successors and permitted assigns. References to legislation include amendments, re-enactments and subordinate legislation. Words such as including, include, in particular and for example are illustrative and do not limit the preceding words. A reference to writing or written excludes fax but not email.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right to rely on inconsistent terms contained in its documents.

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

The Order is only accepted when the non-refundable deposit set out in Sigma's written pro-forma invoice is received in full and cleared funds. Any quotation is valid for 30 days from its date unless Sigma has previously withdrawn it.

The quantity and description of the Goods shall be as set out in the pro-forma invoice.

The Customer undertakes that following delivery the Goods will not be sold or transferred in breach of UK sanctions regimes, including the Sanctions and Anti-Money Laundering Act 2018, the Export Control Order 2008 and the Anti-Terrorism, Crime and Security Act 2001.

Delivery shall not take place until Sigma has received in full all sums due for the Goods and all other sums due from the Customer on any account.

Unless the parties agree in writing that the Customer will collect the Goods, Sigma shall arrange delivery to the location set out in the Order, or the Customer's place of business where no location is specified. Suitable transport and delivery are arranged at the Customer's expense and at a time notified in writing.

Where agreed in writing, Sigma or its appointed carrier shall provide necessary export documents. Where the Customer arranges shipping, the Customer shall promptly send proof of export to Sigma. Delivery is completed on arrival at the Delivery Location.

Delivery dates are approximate only and time is not of the essence. Sigma is not liable for delay caused by shipping or transport agents, a Force Majeure Event, or the Customer's failure to provide adequate instructions, documents, licences or authorisations.

The Customer must provide suitable equipment and manual labour for loading or unloading. Sigma may deliver in instalments. If the Customer cannot accept delivery, the Goods may be deemed delivered and the Customer is liable for storage, insurance, freight and related costs. If the Customer has not accepted or collected the Goods within 10 Business Days after notice that they are ready, Sigma may resell or dispose of them and account for any resulting excess or shortfall. A refundable export bond may be charged in certain delivery circumstances.

The Goods recorded by Sigma on despatch are conclusive evidence of the Goods received unless the Customer proves otherwise. Subject to these Conditions, Sigma is not liable for direct, indirect or consequential loss, costs, damages or expenses caused by delay, and delay does not entitle the Customer to terminate or rescind the Contract.

Sigma has no liability for failure to deliver caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions. The Customer must give written notice of non-delivery within 3 days of the date the Goods would ordinarily have been received. Liability for non-delivery is limited to replacing the Goods with equal or similar Goods within a reasonable time or issuing a credit note at the pro rata Contract rate.

Unless otherwise agreed in writing, the Customer is responsible, at its own cost, for obtaining all import licences, export licences and other consents required from time to time. If requested by Sigma, the Customer must make those licences and consents available before the relevant shipment.

Where reasonably practicable, the Customer will have an opportunity to inspect the Goods before the Contract. Having inspected, or having failed to inspect, the Customer accepts the Goods in their existing condition.

Subject to these Conditions, on delivery the Goods shall be of satisfactory quality under the Sale of Goods Act 1979 and Consumer Rights Act 2015, taking into account their age, price and used condition. Servicing carried out by Sigma shall be performed in accordance with recommended procedures and to a satisfactory standard.

Unless otherwise agreed in writing, Sigma gives no warranty for recorded milometer readings. A defect must be notified in writing within 7 days of discovery, and Sigma must be given a reasonable opportunity to examine the Goods. For used Goods, additional exclusions and a 14-day notice period apply where the Customer had an opportunity to inspect.

Sigma is not liable where the Customer continues to use the Goods after notice, fails to follow instructions or good trade practice, or alters or repairs the Goods without written consent. The warranties do not apply in the same way where the Customer's usual place of business is outside the United Kingdom.

Subject to the applicable limitations, Sigma may repair or replace defective Goods, refund the pro rata Contract price, or re-perform defective servicing. Used Goods are supplied “as is” and “with all faults”; they may have modifications, may not contain original parts, will not have a manufacturer's warranty and may not meet the standards of the destination country.

Used-Goods warranties do not cover being unmodified, containing original parts, fitness for purpose, normal wear and tear, cosmetic deterioration, freedom from defects, or damage caused by misuse, abuse, negligence, improper installation or unauthorised repairs. The Customer is responsible for obtaining sufficient information and inspecting the Goods before Contract, and for ensuring operators are fully trained. The Customer indemnifies Sigma for claims arising from use of the Goods, including personal injury caused by negligence. This obligation survives termination.

Risk passes to the Customer on completion of delivery at the Delivery Location, or when the Customer is notified of arrival or deemed delivery, whichever is earlier.

Legal and beneficial title does not pass until Sigma has received in full all sums due for the Goods and all other sums due from the Customer. Sigma may recover payment even if ownership has not passed. Sigma's rights under this condition remain effective after termination.

The price is the price set out in the Order. Unless otherwise agreed, an agreed percentage is payable immediately as a non-refundable deposit in cleared funds, and the balance plus other sums due is payable within 14 days of invoice.

The Goods remain on sale until the deposit is received. Time for payment is of the essence. Once the deposit is paid, the Contract cannot be cancelled by the Customer and the balance remains payable. If the Customer does not comply, Sigma may cancel the Contract and treat the Goods and payments as abandoned or forfeited. The deposit is non-refundable unless Sigma cannot supply the Goods due to a factor beyond its control.

Sigma may increase the price before delivery to reflect factors beyond its control, changes requested by the Customer or delays caused by Customer instructions. Prices exclude VAT, other applicable taxes, customs duties, packaging, insurance and transport, which are payable by the Customer.

Overdue sums accrue interest at 4% per year above the Bank of England base rate, or 4% per year where that base rate is below 0%. Sigma reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Amounts must be paid in full without set-off, counterclaim, discount, abatement, deduction or withholding except as required by law.

The limits and exclusions reflect the insurance cover Sigma has arranged, and the Customer is responsible for arranging insurance for any excess liability. Liability includes every kind of liability arising under or in connection with the Contract.

Subject to conditions 4, 5 and 7, these provisions set out Sigma's entire financial liability for breach, use or resale of the Goods, and any representation, statement or tortious act or omission, including negligence.

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of section 12 of the Sale of Goods Act 1979, liability under section 2(3) of the Consumer Protection Act 1987, or liability that cannot legally be limited.

Subject to those exceptions, Sigma's total liability is limited to the Contract price. Loss of profits, sales or business, agreements or contracts, anticipated savings, use or corruption of software or data, goodwill, and indirect or consequential loss are wholly excluded. This clause survives termination.

Sigma may terminate immediately by written notice if the Customer commits a material breach and fails to remedy it within 7 days, becomes subject to insolvency or analogous proceedings, ceases or threatens to cease business, or its financial position deteriorates so that performance is reasonably in jeopardy.

Sigma may suspend supply if such events occur or if the Customer fails to pay on time. Sigma may terminate immediately if an overdue payment remains unpaid for 7 days after written notice.

On termination, all outstanding invoices and interest become immediately payable. The Customer forfeits deposits, the Goods remain Sigma's property, and Sigma may charge a cancellation fee. Accrued rights and provisions intended to survive termination remain in force.

Sigma may defer delivery, cancel the Contract or reduce the volume of Goods without liability if prevented or delayed by circumstances beyond its reasonable control, including acts of God, government action, war, national emergency, terrorism, protest, riot, fire, explosion, flood, epidemic, lock-outs, strikes, labour disputes, carrier restraints or delays, or inability to obtain suitable supplies. If the event continues for more than 90 days, the Customer may give written notice to terminate.

13.1 Assignment

Sigma may assign, transfer, charge, subcontract, delegate or otherwise deal with its rights or obligations. The Customer may not do so without Sigma's prior written consent.

13.2 Confidentiality

Each party must keep the other's confidential business, customer, client, supplier and affairs information confidential, except disclosure to those who need it for the Contract or where required by law. Confidential information must not be used for any other purpose.

13.3 Entire agreement

The Contract is the entire agreement. Each party acknowledges it does not rely on any statement, representation, assurance or warranty not set out in the Contract.

13.4–13.8

Variations must be in writing and signed. Waivers must be written and do not waive later rights. Invalid provisions are treated as deleted without affecting the remainder, and the parties will negotiate a replacement where appropriate. Notices must be in writing and delivered by hand, post, fax or email to the relevant notified address. The Contract gives no third party rights under the Contracts (Rights of Third Parties) Act 1999.

13.9 Governing law

The Contract and any dispute or claim arising from it are governed by the law of England and Wales.

13.10 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction over any dispute or claim arising from the Contract.