- All quotations are made and all orders are accepted by the Company subject to the following terms and conditions. Any other terms and conditions are excluded from the contract between the Company and the Customer and shall have no effect. Any variation to the following conditions shall be invalid unless expressly accepted by the Company in writing by a duly authorised officer.
- Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof unless in the quotation some other period is specified or accepted or the quotation is withdrawn by the Company.
- No quotation shall become binding on the Company until the Company has accepted the Customer’s order.
- The Company may at its discretion submit a sample to the Customer for approval before executing the bulk of the order which will be commenced upon receipt by the Company of written approval of the sample by the Customer acting by a duly authorised officer.
- Where goods are supplied from stock such supply is subject to availability of stocks at the date of delivery.
- If any statement or representation has been made to the Customer upon which the Customer relies, other than in the documents within the Company’s quotation, the Customer must set out that statement or representation in a document to be attached to or endorsed on its order in which case the Company my clarify the statement or representation and submit a new quotation.
- All prices quoted are subject to fluctuation in the cost of labour materials, fuel and power, transport and other costs and any increase in such costs from the date of quotation to the date of delivery shall be added to the price.
- Where prices are by reference to the Company’s published price list the prices payable for the goods shall be the price published in the price list current at the date of despatch of the goods.
- Where the prices for the goods is varied under clause 2.i and 2.ii the prices as varied shall be binding on both parties and shall not give either party the right of cancellation.
- Prices quoted by the Company relate to the quantities shown in the quotation and the Company shall not be obliged to accept a smaller or larger quantity at the prices quoted.
- There shall be added to the price for the goods any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the goods.
- All prices stated net ex works and carriage will be charged extra unless otherwise agreed.
- Time for delivery is stated as accurately as possible but not guaranteed and unless otherwise stated time is not of the essence for delivery. The Company shall not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver.
- No delay by the Company in delivering the goods shall entitle the Customer to reject any delivery or repudiate the contract between the Company and the Customer.
- Delivery will take place when the Customer collects the goods from the Company’s premises or when they are despatched from the Company’s premises unless agreed otherwise in writing.
- If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery, the Company may arrange storage of the goods at the Customer’s risk and the Customer shall be liable to the Company for the reasonable costs (includi ng insurance) of such storage. This provision is without prejudice to any other right which the Company may have in respect of the Customer’s failure to take delivery of the goods or pay for them in accordance with the contract.
Cancellation of an order by the Customer once accepted by the Company will only be accepted by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed in full by the Customer to the Company immediately upon acceptance of cancellation of the order by the Company.
- Risk in the goods shall pass to the Customer on delivery in accordance with clause 3.
- Title in the goods (whether separate and identifiable or incorporated in or mixed with other goods) shall only pass to the Customer when payment in full has been made for those goods and for any other goods supplied by the Company and any other monies due to the Company on any other account.
- Until title to the goods passes to the Customer under clause 5.ii (2) the Customer shall keep the goods separately and readily identifiable as the property of the Company and not attach the goods to real property without the prior written consent of the Company.
- The Customer shall only be at liberty to sell the goods purchased from the Company prior to the passing of title on the understanding that if the Customer does sell the goods then the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contract which include any of the goods hereby sold either in their original or altered state as necessary to discharge payment in full to the Company.
- At any time before title to the goods passes to the Company (whether or not any payment to the Company is then overdue or the Company is otherwise in breach of any obligations to the Company) the Company may (without prejudice to any of its other rights) take possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the Customer hereby authorises and require delivery up to it of all or any part of the goods.
- Goods shall be deemed sold or used on the order delivered to the Customer.
- The Company may at any time appropriate sums received from the Customer as it thinks fit notwithstanding a ny purported appropriation by the Customer.
- Each part of this clause 5 is severable and distinct and accordingly in the event of any of them being for any reason whatever unenforceable according to its terms the others shall remain in full force and effect.
- Where goods are sold FOBUK port the Company’s responsibility shall cease when the goods are placed on board ship and the Company shall be under no obligation to give the Customer the notice specified in Section 32 (3) of the Sale of Goods Act. 1979.
6. TERMS OF PAYMENT
- Service and spares: Unless otherwise agreed by the Company in writing by a duly authorised officer payment shall be due and payable in 14 days from date of invoice. Where payment terms have not been agreed between Freddy Products and the Customer, payment will be due prior to despatch of goods.
- Machines: Unless otherwise agreed by the Company in writing by a duly authorised officer payment is due prior to despatch of goods.
- All payments are to be made without the right of set off, counterclaim or deduction whatsoever.
- When deliveries are spread out over a period of time each consignment may be separately invoiced and in this case each invoice will be treated as a separate account and payable accordingly.
- No dispute arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment by the Customer.
- In the event of default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries and to charge interest calculated on a daily rate on any amount outstanding at the rate of 4% per annum above the HSBC Plc base rate in force at the relevant time.
- The Company reserves the right where genuine doubts arise as to the Customer’s financial position or in the case of failure to pay for the goods to suspend deliveries of any order or any part or instalment without liability until payment in full or satisfactory security for payment has been provided.
- Where goods are to be delivered outside the United Kingdom payments must be made against delivery of the goods or shipping documents FOBUK port unless credit arrangement within the United Kingdom approved by the Company have been made.
7, INFORMATION AND QUANTITIES
- All quotations and orders are made and accepted by the Company on the basis of the information supplied to the Company by the Customer. In the event of such information proving insufficient or inaccurate, the Company reserves the right to cancel the order or increase the price quoted or agreed as it may in its absolute discretion deem appropriate.
- Prices quoted by the Company for the goods are given in respect of the quantities stated and the Company reserves the right to increase the price if lesser or greater quantities are ordered.
8. SHORTAGES AND DEFECTS APPARENT ON INSPECTION
- Unless the Company agrees otherwise in writing the risk in the goods passes to the Customer when the goods are collected from the Company’s premises or despatched from the Company’s premises and the Company accepts no responsibility for any damage or loss in transit. Claims for damage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage or loss in transit should be complied with.
- Where the contract provides for delivery elsewhere other than at the Company’s premises rights will pass at the point agreed and the Company will enter into a claim by the Company for damage or loss in transit only if:
- the Customer inspects the goods supplied within three days of delivery;
- a written complaint is sent to the Company within fourteen days of delivery specifying the shortage or defect.
- the Company is given opportunity to inspect the goods before any use is made thereof or any alteration or modification is made thereto by the Customer; and
- where the goods are transported by an independent freight carrier in all respects with the freight carriers conditions of carriage for notifying claims for loss or damage in transit.
- All allegations of total non-delivery of any consignment of the goods must be made by the Customer in writing to the carrier and to the Company within ten days of date specified for delivery by the Company in it advice note, or such shorter time limit as may be specified in any conditions of the carrier.
- If the Company is not notified as herein required then the goods shall be deemed to have been delivered free of defects apparent on visual inspection and in the correct quantity and the Customer shall bear all loss or expenses arising out of the temporary or permanent loss of the goods or damage thereto.
9. DEFECTS NOT APPARENT ON INSPECTION
- The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery unless:
- a written complaint is sent to the Company as soon as reasonably practicable after the defect is noticed and no use is made of the goods thereafter and no alteration made to them before the Company is given an opportunity in accordance with sub-paragraph (iii) of this clause to inspect the goods, and
- the complaint is sent within 12 months of date of delivery by the Company or in the case of items not manufactured by the Company within the guarantee period specified by the manufacturer of such item.
- The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without prior written consent of the Company acting by a duly authorised officer nor in respect of any defect arising by the reason of fair wear and tear or damage to misuse.
- The Company, may, within 14 days of receiving such written complaint (or 28 days where the goods are situate outside the United Kingdom) inspect the goods and the Customer if so required by the Company shall take all reasonable steps necessary to enable the Company to do so including but not limited to allowing the Company reasonable access to the goods at reasonable times on reasonable prior written notice and make available such inspection facilities as the Company may reasonably require.
10. GUARANTEE CONDITION
- Save as otherwise herein provided Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this contract.
- Save as provided by clauses 8 and 9 in the event of the condition of the goods as supplied by the Company being such as might or would (subject to these clauses) entitle the Customer to claim da mages, or to repudiate the contract (“Defective Goods”) the Customer shall not do so but shall first ask the Company in writing to inspect the goods and to repair the Defective Goods or supply satisfactory substitute goods and the Company shall thereupon be entitled with a reasonable time free of cost to the Customer at its option to effect such repair or take back the Defective Goods and to supply satisfactory substitute goods or which meet the contract specification. If the Company does so repair the Defective Goods or supply satisfactory substitute goods the Customer shall be bound to accept such repaired or substitute goods and the Company shall be under no further liability in respect of any loss or damage whatsoever arising from the initial delivery of the Defective Goods or any damages, compensation costs, expenses, losses and other consequential losses and costs removal and replacement of the Defective Goods with the repaired or substitute goods or from the delay arising by reason of the repair or the delivery of the substitute goods.
- The Company shall not exclude liability in respect of death or personal injury but shall under no circumstances whatsoever be liable for consequential loss, loss of profits or damage to property arising from the supply or otherwise of the goods.
- The Company’s liability whether in respect of one claim or the aggregate of various claims arising out of any one incident or occurrence (other that claims for death or personal injury due to negligence on the part of the Company) shall not exceed £500,000 and the Customer agrees to insure adequately to cover loss or damage incurred in excess of such amount.
12. NON-STANDARD ORDERS
Where the Customer orders goods or materials of a type, size or quality not normally produced by the Company the Company will use all reasonable endeavours to execute the order, but if it proves impossible, impracticable or uneconomical to carry out or complete the order, the Company reserves the right to cancel the contract or the uncompleted balance of it in, which event the Customer will only be liable to pay for the part of it actually delivered or performed.
13. HEALTH AND SAFETY
The Customer agrees to pay due regard to any information or any revised information whenever supplied by the Company (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dis mantled or disposed of, and the Customer undertakes to take such steps as may be specified by the above information to ensure that, as far as reasonable practicable, the goods will be safe and without risk to health at all times as mentioned above. For these purposes, the Customer is deemed to have been given a reasonable opportunity to test and examine the goods before delivery.
The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligation hereunder.
If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Customer or if the Customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver (including an adminstrative receiver) or a manager which entitle the court to make a winding-up order or if the Customer takes or suffer any similar action in consequence of debt or if the financial responsibility of the Customer shall, in the opinion of the Company, become impaired or if the Customer shall commit any breach of any part of the contract, the Company may, without prejudice to its rights and remedies under these conditions, stop all goods in transit and suspend further deliveries and by notice to the Customer may terminate the contract immediately.
16. FORCE MAJEURE
Neither party shall be under liability for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its servants or not or by reason of any other act, matter or thing beyond its reasonable control.
- Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.
- Any notice or document shall be deemed served; if delivered, at the time of delivery; if, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
19. THIRD PARTY RIGHTS
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
The contract shall be governed and interpreted exclusively according to the Law of England and subject to the jurisdiction of English Courts only.