FabSpeed UK Ltd Terms and Conditions of Supply.
1. Definitions in these Conditions
"Customer" means the party with whom the Company contracts;
"Contract" means the contract made between the Company and the Customer for supply of the Goods
that are subject to these Conditions.
"Goods" means all or any of the goods works and materials to be supplied by the Company or by the Customer to ourselves;
"Services" means any services to be performed by the Company;
Act of Insolvency" means any one or more of the following namely the passing of a resolution or the
presentation of a petition for winding-up, bankruptcy or for the appointment of an administrator, the
appointment of a receiver and/or manager or administrative receiver over the whole or any part of the
Customer’s undertaking and assets, the making of a proposal for voluntary arrangement within the
Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with or the
calling by the Customer of any meeting of its creditor generally, the levying of execution or distress
or diligence on any of its assets, the failure to pay its proper debts as and when due and anything
analogous to any of the foregoing under the law of the jurisdiction where the Customer is established.
2. Basis of contract
2.1 Any quotation shall remain open for a maximum period of 90 days from its date. Quotations are
not binding and shall not be open for acceptance by the Customer. Where Goods are quoted for
supply from stock they are quoted subject to being unsold when the Customer’s order is accepted.
2.2 These Conditions shall form the terms and conditions of the Contract and shall apply to the
exclusion of any terms or conditions whether put forward by or on behalf of the Customer in or on its
order or otherwise or whether implied by law (insofar as the exclusion of the same is lawful).
2.3 The placing by the Customer of any order shall constitute an offer by the Customer. No contract
shall come into existence unless the Company accepts the Customer’s order in writing (order
acknowledgement). Any order placed by the Customer with any of the Company s salesmen or other
employees or representatives shall be subject to written acceptance by the Company.
2.4 No alteration to these Conditions shall be effective unless expressly agreed to in writing by a
director of the Company.
2.5 The Customer shall be responsible to the Company for ensuring the accuracy; sufficiency and
suitability of its order.
2.6 The Customer warrants that it has not relied on any representation or warranty made by or on
behalf of the Company other than those expressly set forth in these Conditions.
3. Delivery
3.1 Any time quoted by the Company for delivery of all or any of the Goods and/or performance of all
or any of the Services is an estimate only and time shall not be of the essence. The Company shall not
be liable for any failure to meet any such estimate, nor for any loss, of whatsoever nature resulting
directly or indirectly therefrom.
3.2 The Company reserves the right to deliver all or any of the Goods and/or the Services in advance
of the estimated date.
3.3 In the absence of agreement to the contrary delivery of the Goods shall be made by the Customer
collecting the Goods at the Company s premises as soon as practicable following notification from the
Company that the Goads are ready for collection or, if some other place for delivery is agreed by the
Company, by the Company delivering the Goods to that place.
3.4 The Company reserves the right to deliver by instalments and each delivery shall constitute a
separate contract to which these Conditions shall apply. Failure by the Company to deliver any one or
more of the instalments or any claim by the Customer in respect of any one or more instalments shall
not entitle the Customer to treat the Contract as a whole as repudiated.
3.5 If the Customer fails to take delivery of or collect the Goods or fails to give the Company
adequate delivery instructions after notification by the Company that the Goods are ready the
Company may (without prejudice to its other rights and remedies) store the Goods (on its own or any
third party s premises) and charge the Customer for its reasonable costs (including without limitation
VAT costs of storage, carriage and insurance); and/or
3.6 Notification of short delivery (measured by weight or number) or damage in transit must be made
in writing to the Company within 2 days of the receipt of the Goods;
3.7 Notification of non-delivery must be made in writing to the Company within 7 days after the date
of the Company s invoice;
3.8 The Company shall at its option either make good the whole or part of the price (and where
relevant, as a deduction from any part of the price remaining unpaid) or by repair or replacement any
such non-delivery short delivery or damage notified as aforesaid and save as provided in this
Condition 3.8 shall not be liable for any such non-delivery short delivery or damage in transit nor for
any loss, financial or otherwise resulting directly or indirectly therefrom. In no event shall the
Company be liable to the Customer in connection with any damage or loss in transit where delivery
takes place at the Company s premises.
4. Description
All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of
weight and dimensions supplied by the Company are approximate only and the Company reserves the
right without notice to the Customer to make alterations thereto and to supply the Goods so altered in
performance of the Contract.
5. Cancellation
Following acceptance by the Company of the Customers order, no cancellation and/or suspension,
either in whole or in part, may be made by the Customer, other than with the prior written consent of a
director of the Company and upon terms that the Customer shall indemnify the Company in full
against all loss (including without limitation loss of profit) damages, costs expenses and other
liabilities awarded against incurred by the Company as a result of or in connection with the
cancellation,
6. Suitability
6.1 You:
6.1.1 Warrant and acknowledge that you have not relied on any representation made by us or our
employees or upon any descriptive and technical specifications, drawings, catalogues, illustrations or
particulars (including without limitation as to weight and dimensions) and waive any claim for breach
of any such representations:
6.1.2 Warrant to us that the Goods provided for use by the company are sufficient and suitable for the purpose or purposes intended (whether by yourselves or any third party).
6.1.3 Agree
(a) that the Goods supplied by the company will be used or dealt with appropriately and, in particular, but without prejudice to the generality of the foregoing, only in a manner and for purposes for which they are sufficient and suitable; and
(b) that you will pass on to your customers a copy of any instructions or information that we provide relating to the Goods,
7. Price
7.1 Subject to prior written agreement to the contrary, the Company shall be entitled to invoice the
Customer for the price of the Goods or at any time after the Company has notified the Customer that
the Goods are ready for collection or the Company has tendered delivery of the Goods.
7.2 Any price quoted by the Company is based upon costs current as at the date of quotation. The
price charged to the Customer under the Contract may be changed to take account of costs current at
the date of invoice.
7.3 Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be
charged where appropriate at the rate prevailing at the relevant tax point.
7.4 The Customer shall make payment in full by the 30th of the month following the date appearing on
the Company s invoice notwithstanding that the delivery may not have taken place and the property in
the Goods may not have passed to the Customer, Interest at the annual rate of 8 % over the base rate
of the HSBC Bank Plc will be charged on a daily basis/at the rate prevailing on the due date on all
monies outstanding after the due date until the actual date of payment (both before and after
judgment), and any cash discount will not be allowed to the Customer.
7.5 Where payment is agreed to be made by instalments, any delay or default by the Customer in
making payment in respect of any one instalment shall render all the remaining instalments due
forthwith, and interest will be charged in accordance with condition 7.4 with immediate effect until
the date of actual payment.
7.6 The Company may appropriate any payment made by the Customer to such of the Goods (or the
goods supplied under any other contract between the Company and the Customer) as the Company
may think fit (notwithstanding any purported appropriation by the Customer).
8. Risk and title
8.1 Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into
custody on the Customers behalf whichever is the sooner.
8.2 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in
the Company until the Company has received payment of the full price of (a) all Goods and/or
Services the subject of the Contract and (b) all other goods and/or services supplied by the Company
to the Customer under any other contract whatsoever.
8.3 Until property in and title to the Goods passes to the Customer
8.3.1 the Customer shall keep the Goods properly stored, protected and insured and separate from all
or any other goods whether belonging to the Company the Customer or any third party;
8.3.2 the Company shall be entitled at any time forthwith to revoke the Customers power to deal with
the Goods; and it shall automatically cease if the Customer shall commit or be subject to any Act of
Insolvency; and
8.3.3 the Customer shall not make any modification to the Goods either packaging or alter remove or
tamper with any marks, numbers or other means of identification used on or in relation to the Goods.
8.4 Upon termination of the Customer s power to deal with the Goods, the Customer shall place the
Goods at the disposal of the Company and the Company and its servants and agents are hereby
irrevocably authorised without the need for consent of any third party but using only such force as
may be necessary, to enter upon any premises of the Customer or any third party for the purpose of
removing the Goods.
8.5 if any of the foregoing provisions of this Conditions shall be invalid or unenforceable such
invalidity or unenforceability shall not affect the remaining provisions.
9. Termination and suspension
Without prejudice to any rights and remedies available to it, the Company shall be entitled, forthwith
on written notice to the Customer either to terminate the Contract wholly or in part and/or any other
contract with the Customer or to withhold performance of all or any of its obligations under the
Contract and/or any other contract with the Customer (and on the giving of such notice all monies
outstanding from the Customer to the Company shall become immediately due and payable) if:-
9.1 any sum owing to the Company from the Customer on any account whatsoever shall be unpaid
after the due date for payment (in which event the Company shall have a general lien for any such
sum on all and any property of the Customer in its possession);
9.2 the Customer shall commit or be subject to any Act of Insolvency;
9.3 the Customer shall commit any breech of any contract (including without limitation the Contract)
with the Company.
In the event of a suspension of performance the Company shall be entitled, as a condition of resuming
performance, to require pre-payment or such security as it may require.
10. Warranty
The Company shall:
10.1 make good at its option by reimbursement of the whole or part of the price (and, where relevant,
as a deduction from any part of the price remaining unpaid) or by replacement:-
10.1.0.a subject to Condition 5 any failure by the Goods to correspond with their specification at the
time of delivery
10.1.0.b any defect developing under normal use in the Goods and due solely to faulty design (except
where the design is supplied by or on behalf of the Customer) materials and/or workmanship;
10.1.0.c make good by reimbursement of the price or by reperformance of the Services any defective
workmanship in the performance of Services; provided that:
10.1.1 any failure to meet specification is notified in writing to the Company within 14 days from the
date of delivery or (where the failure was not apparent on reasonable inspection) within a reasonable
time after discovery of the failure and in any event such failure must be notified within 3 months after
delivery;
10.1.2 any such defect in design materials workmanship shall have appeared within 3 months after
delivery and shall have been thereupon promptly notified to the Company in writing; 10.1.3 the
Company shall be under no liability in respect of any defect to the Goods arising from any drawings,
design or specification supplied by the Customer;
10.1.4 the Company shall be under no liability in respect of any defect arising from fair wear and tear,
or other acts of the Customer including without limitation willful damage, negligence, lack of proper
maintenance or servicing, abnormal working conditions, failure to follow the Company s instructions
(whether oral or in writing), misuse or alteration or repair of the Goods without the Company s
approval;
10.1.5 the Company shall be under no liability until any monies due from the Customer under the
Contract have been paid in full; and
10.1.6 any Goods alleged to be defective are promptly made available to the Company for inspection
and, if so required by the Company, are promptly returned at the Customer s risk and expense to the
Company s works for inspection.
10.2 The Company shall pass on the benefit of any such warranty or guarantee as is given by the
manufacturer to the Company and can be transferred.
10.3 The Company shall not be liable to the Customer in contract tort (including without limitation
negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by
reason of any act, omission, neglect or default (including negligence) in the performance of the
Contract by the Company its servants or agents, in a sum which is greater than the Contract price}.
10.4 The Company shall not be liable to the Customer in contract tort (including without limitation
negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any
indirect or consequential (including economic) loss of any kind which the Customer may suffer by
reason of any act, omission, neglect or default (including negligence) in the performance of the
Contract by the Company, its servants or agents,
10.5 Provided that nothing in this Condition shall operate so as:-
10.5.1 to exclude the Company s non-excludable liability in respect of death or personal injury caused
by the negligence of the Company its servants or agents;
10.5.2 to exclude the application of Section 12 of the Sale of Goods Act 1979;
10.5.3 to exclude liability for fraudulent misrepresentation.
Provided that:
(a) Notice of claim is given in writing to us within 28 days of when you were or ought reasonably to
have been aware of any alleged breach of Warranty and in any event within 1 year from the date of
supply of the Goods.
(b) Any items alleged to be defective are promptly made available to us for inspection and, if
reasonably so required by us are promptly returned at your risk and expense to us for inspection;
(c) This warranty is for your sole benefit and may not be assigned or transferred;
(d) Our liability is limited to reimbursement of the price paid or replacement of the Goods.
10.8 All other warranties, condition or other terms as to merchantable quality, fitness for purpose or
which otherwise relate to the quality of the Goods provided are (save for the statutory rights of
customers) hereby excluded. We shall (save as provided herein) have no liability whatsoever
howsoever arising or arisen including without limitation in negligence for any such matters. You
hereby acknowledge that such exclusion is reasonable in light of the fact that it is not practicable for
us to obtain insurance for consequential loss arising from the failure of the product at a cost which it
could pass on to you.
11. Health and safety
For the purposes of Section 6(8) of the Health and Safety at Work Etc. Act 1974 the Customer
undertakes to comply with all instructions relating to the Goods received from the Company from
time to time and to take such other steps sufficient to ensure, so for as is reasonably practicable, that
the Goods will at all times be safe and without risk to health when being properly used, set, cleaned
and maintained by a person at work.
11.1 If any claim is made against the Customer that the Goods infringe or that their use or resale
infringes the patent; copyright, database right, design right, registered design, trade mark or other
industrial or intellectual property rights of any other person or any claim is made in respect of passing
off or unauthorised use of confidential information in relation to the Goods end/or their use or resale
the Customer shall forthwith notify the Company in writing and the Company shall be given full
control of any proceedings or negotiations in connection with any such claim. The Customer shall
give the Company all reasonable assistance for the purposes of any such proceedings or negotiations
and except pursuant to a final award, the Customer shall not pay or accept any such claim, or
compromise any such proceedings without the consent of the Company (which shall not be
unreasonably withheld). The Customer shall do nothing which would or might vitiate any policy of
insurance or insurance cover which the Company may have in relation to such infringement.
11.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company
in accordance with a specification submitted by the Customer, the Customer shall (without prejudice
to the other rights and remedies of the Company) indemnify the Company in full against all loss,
costs, damages, charges, expenses and other liabilities awarded against or incurred by the Company as
a result of or in connection with
11.2.1 any claim for infringement of any patent, copyright, database right, design right, registered
design, trade mark or other industrial or intellectual property rights of any other person and/or for
passing off and/or unauthorised use of confidential information which results from the Company s use
of the Customer s specifications;
11.2.2 any other liability of any kind to any third pony including without limitation for defective
Goods, personal injury or death to the extent that it arises from the specification.
12. Export terms
12.1 Any term or expression which is defined in the provisions of incoterms 2000 (or any subsequent
revision thereof) shall import the respective obligations of Buyer and Seller into these Conditions, but
in the event of conflict these Conditions shall prevail.
12.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause
13 shall (subject to any special terms agreed in writing between the Company and the Customer)
apply not withstanding any other provision of these Conditions.
12.3 Unless otherwise agreed in writing between the Company and the Customer, the Goods shall be
delivered and the Company shall be under no obligation to give notice under section 32(3) of the Sale
of Goods Act 1979.
12.4 The Customer shall be responsible for arranging for testing and inspection of the Goods at the
Company s premises before shipment. The Company shell have no liability for any claim in respect of
any defect in the Goods which would be apparent on testing or inspection and which is made after
shipment, or in respect of any damage during transit.
12.5 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened
by the Customer in favour of the Company and confirmed by a bank in the UK acceptable to the
Company or, if the Company has agreed in writing on or before acceptance of the Customer s order to
waive this requirement, by acceptance by the Customer and delivery to the Company of a bill of
exchange drawn on the Customer payable 60 days after sight to the order of the Company at such
branch of National Westminster Bank in England as may be specified in the bill of exchange.
13. Contracts for Services
If the Contract is for or to include Services to be performed by the Company the following provisions
shall apply:-
13.1 The Company shall only be obliged to carry out Services during normal working hours and shall
be entitled to charge for any overtime worked upon request by the Customer.
13.2 Where Services are performed at the premises of the Customer, the Customer shall provide free
of charge:-
13.2.1 Proper and safe storage and protection of all Goods, tools, plant, equipment and materials on
site;
13.2.2 Free and safe access to the site and place where the Services are to be performed;
13.2.3 All facilities and services necessary to enable such Services to be performed safely and
expeditiously;
13.2.4 If such Services include the installation of Goods, all builders work, foundations and cutting
away and making good where necessary;
13:2.5 The availability of all plant: and equipment to permit the Goods to be tested upon completion
of Services.
13.3 The Customer shall pay the Company any expenses incurred by the Company by reason of a
breach by the Customer of any of its obligations in this Condition without prejudice to the Company s
right to recover any loss thereby occasioned.
13.4 Goods and Services supplied on the site of the Customer are at all times at the sole risk of the
Customer and if any part is lost or destroyed for any reason whatsoever the Company shall be entitled
to charge as a variation to the Contract for the restoration of such Goods and/or Services. The
Customer shall for the benefit of itself and the Company insure and keep insured with reputable
insurers the full value of Goods and Services against every kind of loss, damage or destruction. The
Customer shall produce the policy to the Company upon request together with the latest premium
receipts
and in default of effecting the same the Company shall be entitled to do so and add the cost of such
insurance to the Contract price.
14. Data Protection
14.1 In accordance with the General Data Protection Regulation (GDPR) we have implemented a
Privacy Policy to inform customers of the types of data we process about them. This Privacy Notice
also includes the reasons for processing this data, the lawful basis that permits us to process it, how
long we hold it and your rights regarding it.
14.2 A copy of our Privacy Notice is available upon request.
14.3 We may make a search with a credit reference agency, which will keep a record of that search.
We may also make enquires about the principal directors with a credit reference agency.
15. General
15.1 It shall be the responsibility of the Customer to ensure that all requirements applicable to the
Contract, whether statutory, regulatory, municipal and/or otherwise howsoever, (including without
limitation any relating to the importation or use of the Goods in the country of destination and for the
payment of duties thereon) are duly complied with. It shall be a condition precedent to the
performance by the Company of its obligations under the Contract that all necessary licences, permits
and consents shall have been obtained by the Customer.
15.2 Without prejudice to the generality of Condition 11.1 the obtaining of any relevant exchange
control consents shall be a condition precedent to the performance by the Company of any of its
obligations under the Contract.
15.3 Neither party shall have any liability for any failure to perform or for any delay in the
performance (other than as to payment) of any of its obligations under the Contract .used by any
factor beyond its reasonable control.
15.4 No failure or delay on the part of the Company to exercise any of its rights under the Contract
shall operate as a waiver of nor shall any waiver by the Company of any breach by the Customer of
any of its obligations under the Contract affect the rights of the Company in the event of any further
or continuing breach.
15.5 The Contract is personal to the Customer, who shall not assign or in any way part with the
benefit without the Company s prior written consent.
15.6 Each and every obligation contained in these Conditions shall be treated as a separate obligation
and shall be severally enforceable such notwithstanding the non-enforceability of any other such
obligation.
15.7 The clause headings in these Conditions ore for convenience only and shall not in any way affect
the interpretation of the Contract.
15.8 The Conditions and the Contract shall not create or evidence, or be deemed to create or evidence,
any agency or partnership between the Company on the one hand and the Customer or any third party
on the other.
15.9 Any notice required to be given in writing under the Contract shall be given, where possible, by
facsimile transmission and otherwise by first class post addressed to the registered office of the party
for which it is intended, or to such other address as may be notified in writing in accordance herewith
for the purpose, and shall be deemed to have been received, in the case of a facsimile transmission,
upon transmission and, in the case of a letter, forty-eight hours after posting. In providing service by
letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and
stamped and duly posted.
15.10 The Contract shall be governed by English Law.
15.1 1 The parties irrevocably submit to the exclusive jurisdiction of the English Courts.
16. Third Party Rights
For the avoidance of doubt save as expressly provided herein nothing in these Conditions shall confer
on any third party any benefit or the right to enforce any provision of these Conditions.
1. Definitions in these Conditions
"Customer" means the party with whom the Company contracts;
"Contract" means the contract made between the Company and the Customer for supply of the Goods
that are subject to these Conditions.
"Goods" means all or any of the goods works and materials to be supplied by the Company or by the Customer to ourselves;
"Services" means any services to be performed by the Company;
Act of Insolvency" means any one or more of the following namely the passing of a resolution or the
presentation of a petition for winding-up, bankruptcy or for the appointment of an administrator, the
appointment of a receiver and/or manager or administrative receiver over the whole or any part of the
Customer’s undertaking and assets, the making of a proposal for voluntary arrangement within the
Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with or the
calling by the Customer of any meeting of its creditor generally, the levying of execution or distress
or diligence on any of its assets, the failure to pay its proper debts as and when due and anything
analogous to any of the foregoing under the law of the jurisdiction where the Customer is established.
2. Basis of contract
2.1 Any quotation shall remain open for a maximum period of 90 days from its date. Quotations are
not binding and shall not be open for acceptance by the Customer. Where Goods are quoted for
supply from stock they are quoted subject to being unsold when the Customer’s order is accepted.
2.2 These Conditions shall form the terms and conditions of the Contract and shall apply to the
exclusion of any terms or conditions whether put forward by or on behalf of the Customer in or on its
order or otherwise or whether implied by law (insofar as the exclusion of the same is lawful).
2.3 The placing by the Customer of any order shall constitute an offer by the Customer. No contract
shall come into existence unless the Company accepts the Customer’s order in writing (order
acknowledgement). Any order placed by the Customer with any of the Company s salesmen or other
employees or representatives shall be subject to written acceptance by the Company.
2.4 No alteration to these Conditions shall be effective unless expressly agreed to in writing by a
director of the Company.
2.5 The Customer shall be responsible to the Company for ensuring the accuracy; sufficiency and
suitability of its order.
2.6 The Customer warrants that it has not relied on any representation or warranty made by or on
behalf of the Company other than those expressly set forth in these Conditions.
3. Delivery
3.1 Any time quoted by the Company for delivery of all or any of the Goods and/or performance of all
or any of the Services is an estimate only and time shall not be of the essence. The Company shall not
be liable for any failure to meet any such estimate, nor for any loss, of whatsoever nature resulting
directly or indirectly therefrom.
3.2 The Company reserves the right to deliver all or any of the Goods and/or the Services in advance
of the estimated date.
3.3 In the absence of agreement to the contrary delivery of the Goods shall be made by the Customer
collecting the Goods at the Company s premises as soon as practicable following notification from the
Company that the Goads are ready for collection or, if some other place for delivery is agreed by the
Company, by the Company delivering the Goods to that place.
3.4 The Company reserves the right to deliver by instalments and each delivery shall constitute a
separate contract to which these Conditions shall apply. Failure by the Company to deliver any one or
more of the instalments or any claim by the Customer in respect of any one or more instalments shall
not entitle the Customer to treat the Contract as a whole as repudiated.
3.5 If the Customer fails to take delivery of or collect the Goods or fails to give the Company
adequate delivery instructions after notification by the Company that the Goods are ready the
Company may (without prejudice to its other rights and remedies) store the Goods (on its own or any
third party s premises) and charge the Customer for its reasonable costs (including without limitation
VAT costs of storage, carriage and insurance); and/or
3.6 Notification of short delivery (measured by weight or number) or damage in transit must be made
in writing to the Company within 2 days of the receipt of the Goods;
3.7 Notification of non-delivery must be made in writing to the Company within 7 days after the date
of the Company s invoice;
3.8 The Company shall at its option either make good the whole or part of the price (and where
relevant, as a deduction from any part of the price remaining unpaid) or by repair or replacement any
such non-delivery short delivery or damage notified as aforesaid and save as provided in this
Condition 3.8 shall not be liable for any such non-delivery short delivery or damage in transit nor for
any loss, financial or otherwise resulting directly or indirectly therefrom. In no event shall the
Company be liable to the Customer in connection with any damage or loss in transit where delivery
takes place at the Company s premises.
4. Description
All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of
weight and dimensions supplied by the Company are approximate only and the Company reserves the
right without notice to the Customer to make alterations thereto and to supply the Goods so altered in
performance of the Contract.
5. Cancellation
Following acceptance by the Company of the Customers order, no cancellation and/or suspension,
either in whole or in part, may be made by the Customer, other than with the prior written consent of a
director of the Company and upon terms that the Customer shall indemnify the Company in full
against all loss (including without limitation loss of profit) damages, costs expenses and other
liabilities awarded against incurred by the Company as a result of or in connection with the
cancellation,
6. Suitability
6.1 You:
6.1.1 Warrant and acknowledge that you have not relied on any representation made by us or our
employees or upon any descriptive and technical specifications, drawings, catalogues, illustrations or
particulars (including without limitation as to weight and dimensions) and waive any claim for breach
of any such representations:
6.1.2 Warrant to us that the Goods provided for use by the company are sufficient and suitable for the purpose or purposes intended (whether by yourselves or any third party).
6.1.3 Agree
(a) that the Goods supplied by the company will be used or dealt with appropriately and, in particular, but without prejudice to the generality of the foregoing, only in a manner and for purposes for which they are sufficient and suitable; and
(b) that you will pass on to your customers a copy of any instructions or information that we provide relating to the Goods,
7. Price
7.1 Subject to prior written agreement to the contrary, the Company shall be entitled to invoice the
Customer for the price of the Goods or at any time after the Company has notified the Customer that
the Goods are ready for collection or the Company has tendered delivery of the Goods.
7.2 Any price quoted by the Company is based upon costs current as at the date of quotation. The
price charged to the Customer under the Contract may be changed to take account of costs current at
the date of invoice.
7.3 Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be
charged where appropriate at the rate prevailing at the relevant tax point.
7.4 The Customer shall make payment in full by the 30th of the month following the date appearing on
the Company s invoice notwithstanding that the delivery may not have taken place and the property in
the Goods may not have passed to the Customer, Interest at the annual rate of 8 % over the base rate
of the HSBC Bank Plc will be charged on a daily basis/at the rate prevailing on the due date on all
monies outstanding after the due date until the actual date of payment (both before and after
judgment), and any cash discount will not be allowed to the Customer.
7.5 Where payment is agreed to be made by instalments, any delay or default by the Customer in
making payment in respect of any one instalment shall render all the remaining instalments due
forthwith, and interest will be charged in accordance with condition 7.4 with immediate effect until
the date of actual payment.
7.6 The Company may appropriate any payment made by the Customer to such of the Goods (or the
goods supplied under any other contract between the Company and the Customer) as the Company
may think fit (notwithstanding any purported appropriation by the Customer).
8. Risk and title
8.1 Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into
custody on the Customers behalf whichever is the sooner.
8.2 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in
the Company until the Company has received payment of the full price of (a) all Goods and/or
Services the subject of the Contract and (b) all other goods and/or services supplied by the Company
to the Customer under any other contract whatsoever.
8.3 Until property in and title to the Goods passes to the Customer
8.3.1 the Customer shall keep the Goods properly stored, protected and insured and separate from all
or any other goods whether belonging to the Company the Customer or any third party;
8.3.2 the Company shall be entitled at any time forthwith to revoke the Customers power to deal with
the Goods; and it shall automatically cease if the Customer shall commit or be subject to any Act of
Insolvency; and
8.3.3 the Customer shall not make any modification to the Goods either packaging or alter remove or
tamper with any marks, numbers or other means of identification used on or in relation to the Goods.
8.4 Upon termination of the Customer s power to deal with the Goods, the Customer shall place the
Goods at the disposal of the Company and the Company and its servants and agents are hereby
irrevocably authorised without the need for consent of any third party but using only such force as
may be necessary, to enter upon any premises of the Customer or any third party for the purpose of
removing the Goods.
8.5 if any of the foregoing provisions of this Conditions shall be invalid or unenforceable such
invalidity or unenforceability shall not affect the remaining provisions.
9. Termination and suspension
Without prejudice to any rights and remedies available to it, the Company shall be entitled, forthwith
on written notice to the Customer either to terminate the Contract wholly or in part and/or any other
contract with the Customer or to withhold performance of all or any of its obligations under the
Contract and/or any other contract with the Customer (and on the giving of such notice all monies
outstanding from the Customer to the Company shall become immediately due and payable) if:-
9.1 any sum owing to the Company from the Customer on any account whatsoever shall be unpaid
after the due date for payment (in which event the Company shall have a general lien for any such
sum on all and any property of the Customer in its possession);
9.2 the Customer shall commit or be subject to any Act of Insolvency;
9.3 the Customer shall commit any breech of any contract (including without limitation the Contract)
with the Company.
In the event of a suspension of performance the Company shall be entitled, as a condition of resuming
performance, to require pre-payment or such security as it may require.
10. Warranty
The Company shall:
10.1 make good at its option by reimbursement of the whole or part of the price (and, where relevant,
as a deduction from any part of the price remaining unpaid) or by replacement:-
10.1.0.a subject to Condition 5 any failure by the Goods to correspond with their specification at the
time of delivery
10.1.0.b any defect developing under normal use in the Goods and due solely to faulty design (except
where the design is supplied by or on behalf of the Customer) materials and/or workmanship;
10.1.0.c make good by reimbursement of the price or by reperformance of the Services any defective
workmanship in the performance of Services; provided that:
10.1.1 any failure to meet specification is notified in writing to the Company within 14 days from the
date of delivery or (where the failure was not apparent on reasonable inspection) within a reasonable
time after discovery of the failure and in any event such failure must be notified within 3 months after
delivery;
10.1.2 any such defect in design materials workmanship shall have appeared within 3 months after
delivery and shall have been thereupon promptly notified to the Company in writing; 10.1.3 the
Company shall be under no liability in respect of any defect to the Goods arising from any drawings,
design or specification supplied by the Customer;
10.1.4 the Company shall be under no liability in respect of any defect arising from fair wear and tear,
or other acts of the Customer including without limitation willful damage, negligence, lack of proper
maintenance or servicing, abnormal working conditions, failure to follow the Company s instructions
(whether oral or in writing), misuse or alteration or repair of the Goods without the Company s
approval;
10.1.5 the Company shall be under no liability until any monies due from the Customer under the
Contract have been paid in full; and
10.1.6 any Goods alleged to be defective are promptly made available to the Company for inspection
and, if so required by the Company, are promptly returned at the Customer s risk and expense to the
Company s works for inspection.
10.2 The Company shall pass on the benefit of any such warranty or guarantee as is given by the
manufacturer to the Company and can be transferred.
10.3 The Company shall not be liable to the Customer in contract tort (including without limitation
negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by
reason of any act, omission, neglect or default (including negligence) in the performance of the
Contract by the Company its servants or agents, in a sum which is greater than the Contract price}.
10.4 The Company shall not be liable to the Customer in contract tort (including without limitation
negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any
indirect or consequential (including economic) loss of any kind which the Customer may suffer by
reason of any act, omission, neglect or default (including negligence) in the performance of the
Contract by the Company, its servants or agents,
10.5 Provided that nothing in this Condition shall operate so as:-
10.5.1 to exclude the Company s non-excludable liability in respect of death or personal injury caused
by the negligence of the Company its servants or agents;
10.5.2 to exclude the application of Section 12 of the Sale of Goods Act 1979;
10.5.3 to exclude liability for fraudulent misrepresentation.
Provided that:
(a) Notice of claim is given in writing to us within 28 days of when you were or ought reasonably to
have been aware of any alleged breach of Warranty and in any event within 1 year from the date of
supply of the Goods.
(b) Any items alleged to be defective are promptly made available to us for inspection and, if
reasonably so required by us are promptly returned at your risk and expense to us for inspection;
(c) This warranty is for your sole benefit and may not be assigned or transferred;
(d) Our liability is limited to reimbursement of the price paid or replacement of the Goods.
10.8 All other warranties, condition or other terms as to merchantable quality, fitness for purpose or
which otherwise relate to the quality of the Goods provided are (save for the statutory rights of
customers) hereby excluded. We shall (save as provided herein) have no liability whatsoever
howsoever arising or arisen including without limitation in negligence for any such matters. You
hereby acknowledge that such exclusion is reasonable in light of the fact that it is not practicable for
us to obtain insurance for consequential loss arising from the failure of the product at a cost which it
could pass on to you.
11. Health and safety
For the purposes of Section 6(8) of the Health and Safety at Work Etc. Act 1974 the Customer
undertakes to comply with all instructions relating to the Goods received from the Company from
time to time and to take such other steps sufficient to ensure, so for as is reasonably practicable, that
the Goods will at all times be safe and without risk to health when being properly used, set, cleaned
and maintained by a person at work.
11.1 If any claim is made against the Customer that the Goods infringe or that their use or resale
infringes the patent; copyright, database right, design right, registered design, trade mark or other
industrial or intellectual property rights of any other person or any claim is made in respect of passing
off or unauthorised use of confidential information in relation to the Goods end/or their use or resale
the Customer shall forthwith notify the Company in writing and the Company shall be given full
control of any proceedings or negotiations in connection with any such claim. The Customer shall
give the Company all reasonable assistance for the purposes of any such proceedings or negotiations
and except pursuant to a final award, the Customer shall not pay or accept any such claim, or
compromise any such proceedings without the consent of the Company (which shall not be
unreasonably withheld). The Customer shall do nothing which would or might vitiate any policy of
insurance or insurance cover which the Company may have in relation to such infringement.
11.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company
in accordance with a specification submitted by the Customer, the Customer shall (without prejudice
to the other rights and remedies of the Company) indemnify the Company in full against all loss,
costs, damages, charges, expenses and other liabilities awarded against or incurred by the Company as
a result of or in connection with
11.2.1 any claim for infringement of any patent, copyright, database right, design right, registered
design, trade mark or other industrial or intellectual property rights of any other person and/or for
passing off and/or unauthorised use of confidential information which results from the Company s use
of the Customer s specifications;
11.2.2 any other liability of any kind to any third pony including without limitation for defective
Goods, personal injury or death to the extent that it arises from the specification.
12. Export terms
12.1 Any term or expression which is defined in the provisions of incoterms 2000 (or any subsequent
revision thereof) shall import the respective obligations of Buyer and Seller into these Conditions, but
in the event of conflict these Conditions shall prevail.
12.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause
13 shall (subject to any special terms agreed in writing between the Company and the Customer)
apply not withstanding any other provision of these Conditions.
12.3 Unless otherwise agreed in writing between the Company and the Customer, the Goods shall be
delivered and the Company shall be under no obligation to give notice under section 32(3) of the Sale
of Goods Act 1979.
12.4 The Customer shall be responsible for arranging for testing and inspection of the Goods at the
Company s premises before shipment. The Company shell have no liability for any claim in respect of
any defect in the Goods which would be apparent on testing or inspection and which is made after
shipment, or in respect of any damage during transit.
12.5 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened
by the Customer in favour of the Company and confirmed by a bank in the UK acceptable to the
Company or, if the Company has agreed in writing on or before acceptance of the Customer s order to
waive this requirement, by acceptance by the Customer and delivery to the Company of a bill of
exchange drawn on the Customer payable 60 days after sight to the order of the Company at such
branch of National Westminster Bank in England as may be specified in the bill of exchange.
13. Contracts for Services
If the Contract is for or to include Services to be performed by the Company the following provisions
shall apply:-
13.1 The Company shall only be obliged to carry out Services during normal working hours and shall
be entitled to charge for any overtime worked upon request by the Customer.
13.2 Where Services are performed at the premises of the Customer, the Customer shall provide free
of charge:-
13.2.1 Proper and safe storage and protection of all Goods, tools, plant, equipment and materials on
site;
13.2.2 Free and safe access to the site and place where the Services are to be performed;
13.2.3 All facilities and services necessary to enable such Services to be performed safely and
expeditiously;
13.2.4 If such Services include the installation of Goods, all builders work, foundations and cutting
away and making good where necessary;
13:2.5 The availability of all plant: and equipment to permit the Goods to be tested upon completion
of Services.
13.3 The Customer shall pay the Company any expenses incurred by the Company by reason of a
breach by the Customer of any of its obligations in this Condition without prejudice to the Company s
right to recover any loss thereby occasioned.
13.4 Goods and Services supplied on the site of the Customer are at all times at the sole risk of the
Customer and if any part is lost or destroyed for any reason whatsoever the Company shall be entitled
to charge as a variation to the Contract for the restoration of such Goods and/or Services. The
Customer shall for the benefit of itself and the Company insure and keep insured with reputable
insurers the full value of Goods and Services against every kind of loss, damage or destruction. The
Customer shall produce the policy to the Company upon request together with the latest premium
receipts
and in default of effecting the same the Company shall be entitled to do so and add the cost of such
insurance to the Contract price.
14. Data Protection
14.1 In accordance with the General Data Protection Regulation (GDPR) we have implemented a
Privacy Policy to inform customers of the types of data we process about them. This Privacy Notice
also includes the reasons for processing this data, the lawful basis that permits us to process it, how
long we hold it and your rights regarding it.
14.2 A copy of our Privacy Notice is available upon request.
14.3 We may make a search with a credit reference agency, which will keep a record of that search.
We may also make enquires about the principal directors with a credit reference agency.
15. General
15.1 It shall be the responsibility of the Customer to ensure that all requirements applicable to the
Contract, whether statutory, regulatory, municipal and/or otherwise howsoever, (including without
limitation any relating to the importation or use of the Goods in the country of destination and for the
payment of duties thereon) are duly complied with. It shall be a condition precedent to the
performance by the Company of its obligations under the Contract that all necessary licences, permits
and consents shall have been obtained by the Customer.
15.2 Without prejudice to the generality of Condition 11.1 the obtaining of any relevant exchange
control consents shall be a condition precedent to the performance by the Company of any of its
obligations under the Contract.
15.3 Neither party shall have any liability for any failure to perform or for any delay in the
performance (other than as to payment) of any of its obligations under the Contract .used by any
factor beyond its reasonable control.
15.4 No failure or delay on the part of the Company to exercise any of its rights under the Contract
shall operate as a waiver of nor shall any waiver by the Company of any breach by the Customer of
any of its obligations under the Contract affect the rights of the Company in the event of any further
or continuing breach.
15.5 The Contract is personal to the Customer, who shall not assign or in any way part with the
benefit without the Company s prior written consent.
15.6 Each and every obligation contained in these Conditions shall be treated as a separate obligation
and shall be severally enforceable such notwithstanding the non-enforceability of any other such
obligation.
15.7 The clause headings in these Conditions ore for convenience only and shall not in any way affect
the interpretation of the Contract.
15.8 The Conditions and the Contract shall not create or evidence, or be deemed to create or evidence,
any agency or partnership between the Company on the one hand and the Customer or any third party
on the other.
15.9 Any notice required to be given in writing under the Contract shall be given, where possible, by
facsimile transmission and otherwise by first class post addressed to the registered office of the party
for which it is intended, or to such other address as may be notified in writing in accordance herewith
for the purpose, and shall be deemed to have been received, in the case of a facsimile transmission,
upon transmission and, in the case of a letter, forty-eight hours after posting. In providing service by
letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and
stamped and duly posted.
15.10 The Contract shall be governed by English Law.
15.1 1 The parties irrevocably submit to the exclusive jurisdiction of the English Courts.
16. Third Party Rights
For the avoidance of doubt save as expressly provided herein nothing in these Conditions shall confer
on any third party any benefit or the right to enforce any provision of these Conditions.
