Terms & Conditions

INTERPRETATION

In these conditions:

‘PURCHASER’ means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Seller.

‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and the Company.

‘CONTRACT’ means the contract for the purchase and sale of the Goods.

‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.

‘COMPANY’ means Furneaux Riddall & Co Ltd (registered in England under number 591120).

‘WRITING’ includes facsimile transmission.

- Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

- The headings in these Conditions are for convenience only and shall not affect their interpretation.

1. GENERAL

a) All contracts between the Company and the Purchaser shall contain these terms and conditions.

b) All orders accepted whether or not based upon or resulting from this or any other quotation given by the Company shall incorporate these terms and conditions.

c) No variation, modification or substitution of these terms and conditions shall be binding unless accepted by the Company in writing.

2. QUOTATION & ORDERS

a) Quotations do not constitute an offer by the Company and no order placed in response to a quotation shall be binding upon the Company until it is accepted by the Company.

b) The price of the Goods shall be the Company’s quoted price or, where no price is quoted (or the quoted price is no longer valid), the price listed in the Company’s current published price list at the date of acceptance of the order.

c) The price is exclusive of any applicable value added tax, which the Purchaser shall be additionally liable to pay.

d) The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of Goods by a reasonable amount to reflect any increase in the cost to the Company which is due to:

i) any factor beyond the Company’s control (such as without limitation, foreign exchange fluctuation, currency regulation, significant increase in costs of labour, materials or other costs of manufacture)

ii) any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or

iii) any delay caused by any instructions of the Purchaser or failure of the Purchaser to give adequate instructions or information.

e) The quality, quantity and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Buyer) or by the Buyer’s order (if accepted by the Company).

f) The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or statutory requirements or which do not materially affect their quality or performance.

g) The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of the order (including any applicable specification) submitted by the Purchaser, and for giving the Company all the necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3. DELIVERY

a) Unless otherwise agreed delivery will be made at the Company’s works.

b) If the Company agrees to deliver the Goods other than at the Company’s works the Company shall only be obliged to deliver the Goods to such locations as can be reached by normal metalled roads.

c) All delivery dates indicated by the Company are approximate only. While the Company will endeavour to do everything possible to adhere to its delivery (indications) the Company accepts no liability for any loss, injury, damage or expenses due to delays in delivery. Such delays shall not entitle the Buyer to cancel or refuse to accept delivery of goods.

d) If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Company’s fault and the Company is accordingly liable to the Purchaser, the Company’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar Goods to replace those not delivered.

e) If the Purchaser fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (other by reason of any cause beyond the purchasers reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:

i) store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or,

ii) if the Company is able to return the Goods to the supplier the Company shall be entitled to do so and the Purchaser shall be liable for any charges made by the supplier to or for the account of the Company; or,

iii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.

f) Where goods are despatched in returnable cases, crates or drums the crates and drums shall be invoiced by the Company together with the goods and shall be credited when returned. The return carriage must be paid by the Purchaser and the crates or drums received by the Company in good condition within 40 days of original despatch.

g) The Buyer shall inspect the Goods immediately on delivery . The Buyer shall be deemed to have conclusively accepted the Goods unless the Company receives notification of the alleged defect in the goods or in delivery in accordance with clause 7 (d).

h) Requests for proof of delivery must be received by the Company within 21 days of notification of despatch. Any request received by the Company following this period will be subject to an administrative charge.

i) Risk of damage to or loss of the Goods shall pass to the Purchaser:

i) in the case of Goods to be delivered at the Purchaser’s premises, at the time when the Company notifies the Purchaser that the Goods are available for collection; or

ii) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery of the Goods, the time when the Company has tendered delivery of the Goods.

4. DAMAGE OR LOSS IN TRANSIT

Where the Company agrees to make delivery to the Buyer at the Buyer’s place of business or at a place where he may direct in the UK (which shall include Northern Ireland) or (in the case of goods to be delivered outside the UK) at the port or place of loading for shipment or transit overseas the Company will not be liable for loss or damage from whatsoever cause arising to goods or materials in transit as aforesaid unless written notice is given to the Company and its carriers in accordance with the terms and conditions of the insurance cover effected by the Company in respect of the particular consignment. Such notice must be given to the company and to its carriers as follows:

i. Give notice to the carriers for any missing packages.

ii. Give notice to the carriers for any actual loss or damage found on delivery.

iii. In no circumstances give clean receipts where goods are in doubtful condition except under written protect.

iv. Give notice to the carriers representatives in writing within 3 days of delivery if the loss or damage was not apparent at the time of delivery.

v. Give notice to the Company and to its carriers in the event of non-arrival of the goods within 14 days from notification of despatch.

vi. Forward to the Company copies of all correspondence with the carriers regarding their alleged liability.

Terms & Conditions1

5. PAYMENT

a) Payment for Goods shall be made in full in sterling by the end of the month following the month of invoice.

b) The time of payment of the price shall be of the essence of the Contract

c) Receipts for payment will only be issued upon request.

d) If the Purchaser fails to make payment under this contract or any other contract between the Company and the Purchaser on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

a) cancel the contract or suspend any further deliveries or work

b) appropriate any payment made by the Purchaser to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Purchaser; and

c) charge the Purchaser interest (both before and after any judgement) on the amount outstanding, at the rate of 4% p.a. above the Barclays Bank base rate from time to time, until payment is paid in full (a part of a month being treated as a full month for the purpose of calculating interest).

d) sell any of the Goods held by or coming into the possession of the Company and appropriate any proceeds to such of the goods as the Company may think fit (notwithstanding any purported appropriation by the Purchaser).

6. RECOVERY OF GOODS

a) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Purchaser under this or any other contract for which payment is then due.

b) Until such times as the Property in the Goods passes to the Purchaser, the Purchaser shall hold the goods as the Company fiduciary agent and bailee, and shall keep the goods separate from those if the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property.

c) Until such time as the property in the Goods passes to the Purchaser (and providing the Goods are still in existence and have not yet been resold), the Purchaser shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so, to enter upon the premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.

d) Where the Goods have been incorporated in any property of the Purchaser the Purchaser hereby expressly authorises the Company to remove the Goods for the purposes of recovery of possession.

e) The Purchaser shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of the Company, but if the purchaser does so all moneys owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

7. WARRANTIES

a) Information regarding any data generally relating to the Company’s products contained in any document submitted to the Customer by the Company shall be regarded as only approximate and intended to present a general description.

b) The Company accepts no liability for any oral or written representation made by it or by any Agent of it or any advice or approval of any plans or specifications or concerning any other matter in relation thereto that the goods are suited to the particular purpose of the Buyer or are in accordance with his requirements whether the same shall have been made known to the Company or not.

c) The Company hereby warrants that in the manufacture of its goods only sound workmanship and materials are employed and that all goods supplied are free from defect in materials and workmanship. Provided always that the Company’s liability be limited as follows:

d) If the Buyer shall, within 2 weeks after the delivery of the goods, or (where the defect was not apparent on reasonable inspection) within a reasonable time after discovery of the defect, give written notice to the Company of any alleged defect and shall forthwith return the goods in question carriage paid to the Company’s works, the Company will (if satisfied upon examination of the goods that they are defective) without charge to the Buyer replace such goods or such parts thereof as in the opinion of the Company may be necessary.

e) The Company’s obligation to replace such goods is subject also to the Buyer having complied with all instructions given by the Company concerning the manner in which such goods should be used.

f) The Company shall not be liable for any consequential loss howsoever arising out of any breach of the warranties herein before contained.

g) The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the Goods without the Company’s approval.

h) The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date.

i) The Company’s liability to the Purchaser or any third party under this contract save in respect of death and personal injury shall not in any event exceed the contract price and the Purchaser agrees to indemnify the Company against any claims made against the Company which exceed the contract price.

j) Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms express or implied by statute or common law are excluded to the fullest extent permitted by law save for the provisions as to title contained in Sales of Goods Act 1979 ss. 12; Supply of Goods (Implied terms) Act 197 3 ss. 8; and, Supply of Goods & Services Act 1982ss. 2 & 7.,

k) Where the Goods are sold under a consumer transaction (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer contained in Sales of Goods Act 1979ss 13, 14 & 15; Supply of Goods (Implied terms) Act 1973ss. 9, 10 & 11 and , Supply of Goods & Services Act 1982ss. 3, 4, 5, 8, 9 & 10 are not affected by these Conditions.

8. GENERAL

a) An order may not be cancelled in whole or in part without the written agreement of the Company and on receipt of such agreement the Buyer shall immediately pay to the Company such loss that the Company shall have suffered (which shall include any loss of profit to the Company by its fulfilment of its part of the contract) by reason of the cancellation.

b) Notwithstanding clause 3(e), on refusal of delivery or suspension of the order by the Purchaser the Company shall be entitled to give written notice of the date on which this agreement shall be fulfilled by the Purchaser and in default by the Purchaser the Company shall be entitled to consider the agreement terminated and the provisions of sub clause (i) hereof shall apply.

c) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

d) No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

e) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

9. PROPER LAW AND JURISDICTION

a) This Agreement shall be governed by and construed in accordance with the laws of England.

b) Each of the parties to this Agreement submits to the non-exclusive jurisdiction of the English courts as regards any claim dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.

10. DATA PROTECTION ACT

a) We will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. We may also make enquiries the principal directors with a credit agency.