Terms and Conditions of Sale
“The Company” Flotec Industrial Limited
“The Customer” Purchaser any goods or services from the Company
All contracts for the supply of goods by Flotec Industrial Ltd (hereafter referred to as the Company) to any person, firm or company (hereafter referred to as the Customer) shall be subject to these terms and conditions which shall apply to the exclusion of any terms and conditions of the Customer unless expressly agreed in writing by a Director of the company of the Company.
Unless previously withdrawn by the Company, a quotation of the Company is open for a period of 30 days after the date of quotation or as specified in writing. No quotation shall constitute an offer or tender but shall be deemed to be an invitation to treat.
A contract shall be created only when the Company, through a duly authorised representative, has accepted in writing, or orally, an offer from the Customer to purchase goods or services. Such acceptance shall thereupon create a contract to be governed by these terms and conditions in accordance with the provisions above.
All prices quoted are exclusive of Value Added Tax, and unless otherwise expressly stated in writing, exclusive of excise duties, import levies, landing charges, freight carriages, insurance and other charges. Where applicable these charges will be paid by the Customer.
The prices charged by the Company would be those ruling at the date of despatch. In the event of any rise or falls in the cost of the materials, labour services, interest rates, transport, statutory and other charges, the Company reserves the right, in its unfettered discretion, to vary the prices between that quoted, or from that prevailing at the contact date, to the date of despatch. Further the Company reserves the right at its sole discretion to increase any price if the Customer requests the Company to vary, modify, or amend the contract.
Unless otherwise agreed in writing, payment for the goods supplied by the Company shall be made on or prior to the end of the month following the month in which the goods were supplied. Payments shall be made in the currency of sterling unless otherwise agreed in writing.
The Customer shall pay interest on overdue accounts or so much thereof as shall be overdue at the rate of 4% over the Company’s bank’s base lending rate, from time to time in force until the date of payment.
Any time quoted or given for the delivery of goods is intended as an approximate estimate only. The Company shall not be liable for any loss or damage of any kind whatsoever arising directly or indirectly out of any delay or failure to deliver the goods on the estimated delivery date.
The Company reserves the right to despatch and invoice part of an order whenever available.
Special Delivery arrangements by use of Company sub-contracted carriers can be made without such deliveries being guaranteed by the Company. In the event of a carrier not fulfilling a delivery as arranged the Company will be liable for only the cancellation of any carriage charge relating to that delivery.
4. DAMAGE OR LOSS IN TRANSIT /DEFECTIVE GOODS.
The Company shall not be liable in respect of any damage in transit or delivery of goods, however caused, unless notice in writing is given to the carrier and to the Company within the period specified in the contract of carriage (if any), or within 7 days of the date when the goods were received, whichever is the earlier.
In the event that any goods or items supplied by the Company, or any part thereof, are found to be defective owing to faulty workmanship or materials, and not arising from the Customers default, neglect or misuse, the Company will at its option refund the price paid for or replace any goods or items forming a whole or any part of the goods or items supplied provided that the Company is notified in writing within 7 days of the discovery of any such defects and in any event not later than 12 calendar months from the date of delivery and that such goods or items are returned, carriage paid, to such place as the Company shall direct.
5. PASSING OF RISK AND PROPERTY
Unless otherwise agreed in writing, where the Company supplies any goods or items to the Customer, the risk in such goods or items will pass, on delivery to the Customer.
Not withstanding delivery and passing of the risk in any goods or items supplied by the Company to the Customer pursuant to clause 6 hereof, the Company shall remain the owner of the goods or items until the contract price has been paid in full and until all monies payable by the Customer to the Company under any other contract made between the Company and the Customer have been paid in full.
Until the property in the goods passes to the Customer pursuant to the provisions of sub-clause above hereof the Customer shall keep the goods as bailee of the Company and in this connection shall set aside the goods separately from other goods in the Customers possession and shall identify the goods as the property of the Company.
If at any time before the property in the goods passes to the Customer pursuant to the provisions of sub clause 1 above hereof the Customer sells the goods or any part thereof he shall do so as bailee and shall account to the Company as agent of the Company for the proceeds of sale thereof.
The Company shall be at liberty at any time before the property in the goods passes to the customer pursuant to the provisions of sub clause 1 above hereof to require the goods to be returned to it and if the requirement is not immediately complied with by the Customer, the Company make take possession thereof and may enter any premises of the Customer or any other premises where the goods may be for such purpose. Such return or repossession shall be without prejudice to the rights of the Company to recover all sums owing by the customer to the Company and to the Company’s rights to claim damages against the Customer for the breach of any obligation on the part of the Customer arising under the contract. Any expenses incurred in such return or repossession of the goods or any damage caused to any land by the Company in exercise of its power hereunder shall be borne by the Customer.
Until ownership of goods or items passes to the Customer,
the Company or any person nominated by it shall be entitled to enter into the Customer’s premises from time to time for the purpose of: -ensuring that the Customer has complied with the provisions of clause 2 above .
-inspecting all books, accounts, records, documents and to it in respect of goods delivered at the date thereof.
papers of the Customer for the purpose of determining sums due to the Company by virtue of the provisions of sub-clause 3 above hereof,
-for the purpose of exercising its rights of repossession under clause 4 above hereof.
7. EXCLUSION OF LIABILITY
The Customer must rely on its own skill and judgement in relation to the goods. Save as otherwise expressly provided in clause 5 the Company shall not in any circumstances be under any liability whatsoever to the Customer whether in contract, tort or otherwise for any defect in, failure of or unsuitability for any purpose of the goods or for any consequential loss (including loss of profit), use or goodwill or similar financial loss, damage claim or any other liability howsoever caused whether or not due to the negligence of the Company, or its servants or agents or to faulty design, workmanship or materials. All conditions warranties or other terms whether expressed or implied, statutory or otherwise inconsistent with the provisions of this clause are hereby expressly excluded provided that nothing in this clause shall exclude or restrict
-any liability of the Company for death or personal injury resulting from negligence of the Company or its servants or agents
-any liability of the Company for breach of its implied undertakings as to title
-where the customer deals as consumer within the meaning of the Unfair Contract Terms Act 1977, any liability of the Company for breach of its implied undertakings as to conformity of the goods with the description or sample or as to their quality or fitness for a particular purpose. It shall be the responsibility of the Customer to assume and to cover by insurance, if the Customer so wishes, the risks that fall on the Customer as a result of the incorporation of this clause in the contract.
All goods supplied by the Company are from sources of a traceable nature. Written specifications can be made available upon request for all products sold by the company to ensure full compliance of fit for purpose. Due to the variations of application the company will accept no liability for any performance figures given as opinions or for general guidance by company staff, other than offered in formal written form.
Orders placed by the Customer cannot be cancelled except with the Company’s consent in writing and on terms that
-the Customer shall be liable for costs, expenses and losses of any kind suffered or incurred by the Company resulting in directly or indirectly from such cancellation.
-it shall be the responsibility of the Customer to return all goods the subject of a cancellation order to the company’s works or other such place that the Company may specify in good condition.
-risk in the goods shall not revert to the Company until a receipt for the cancelled goods is signed by a duly authorized representative of the Company.
In the event of the performance of any obligation accepted by the Company being prevented, delayed or in any way interfered with by either,
-rules, regulations, requisitions or orders of the Government or Local Authority, war, riot, civil disturbance, strike, industrial action short of a strike, lockout, accident, fire or by any other cause beyond its control
-shortage of labour or materials or non-delivery by the Company’s suppliers or damage to or destruction of the whole part of the goods.
The Company may at its option suspend performance or cancel its obligations under the contract without liability for any damage or loss of any kind whatsoever resulting therefore on such suspension or cancellation being without prejudice the Company’s right to remove all sums owing
10. DEFAULT OF CUSTOMER
Should default be made by the Customer in paying any sum due under any contract the Company, at its option, shall be entitled to suspend delivery until the default is made good or treat default as repudiation of the contract in which case the Customer shall (without prejudice to any right which the customer may have for the return of any goods or the payment of any kind of compensation of damages by the Customer) pay the Company’s reasonable charges for any costs incurred in the course of all preparation of any kind made by the Company for the performance of the contract by the Company. In addition in the case of default the customer understands the Company or its appointed agent may enter the customers premises and remove goods previously supplied for which full payment has not been made.
If any distress or execution shall be levied upon the Customer his property or assets or if the Customer shall make an offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Customer shall be a limited Customer and any resolution or petition to wind up such company’s business shall be passed or presented (otherwise a bonafide reconstruction or amalgamation) or if a receiver of such company’s undertaking property or assets of any part thereof shall be appointed, the Company shall have the right forthwith to determine the contract. In the event of mutuality of dealing between the Company and Customer the right of contra shall exist. The Company will effect equitable right of set off and make payment of any agreed balance to the Customer or his appointed agent.
In the effect of any outstanding balance to the Company this balance will be taken into account by the agent or receiver in settling the affairs of the Customer.
No relaxation, forbearance, delay or indulgence by the Company in enforcing any of the terms and conditions of any contract shall prejudice the Company’s rights to insist upon the strict compliance therewith nor shall the same constitute a waiver.
These terms and conditions of supply and any contract between the Company and the Customer are governed by and are to be construed in accordance with the laws of England, the non-exclusive jurisdiction of whose courts the customer agrees to submit.
14. ACCOUNT COLLECTION CHARGES.
The company reserves the right to recover any reasonable direct costs incurred, or any third party costs charged to the company, or the combination of both, if an account falls into arrears of payment. These recovery actions can apply to all outstanding monies, including accrued interest.
15. EXEPTIONAL REQUIREMENTS
When the Company is requested to supply goods for applications where additional insurance arrangements may be required, due to possible extensive financial risk claims or additionally where Health & Safety matters may be of an unusual or special consideration. This fact should be brought to the Companies attention before orders are placed or quotations requested. Thereafter, the Company may offer to assist the Customer, at his cost, to take the necessary commercial precautions by applying best endeavors for compliance, including fit for purpose. The Company operates due diligence routines which could include: being supplied with full working drawings complete with technical specifications. The opportunity to fully test all such products that constitute the parts for the special purpose requirement. The opportunity to open discussions with the manufacture of the special purpose products to obtain written warranties specific or general appertaining to the specified application.
16. HEALTH and SAFETY Act 1974
The products supplied by the Company are in accordance, generally, with British or other International standard specifications where applicable, and as interpreted by our suppliers and present no danger to health and safety if properly installed and operated.
However, there may be occasions when goods are ordered from the Company without any reference being made to there intended use. In these situations the Company must assume that users will take all necessary steps to ensure that the products purchased are suitable for the conditions in which they are intended.
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