(1)All quotations are made and all orders are accepted subject to the following conditions.
Fireprotect (Chester) Ltd, Factory Road, Sandycroft, Deeside, Flintshire, CH5 2QJ
Tel:- 01244 536595
Fax:- 01244 533592
All conditions of the customer or other terms, conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the company in writing.
(2)Quotations shall only be available for acceptance by a maximum period of 30 days from the date thereof and maybe withdrawn by the company within such period at any time by written or oral notice.
(3)Acceptance of delivery of goods shall constitute acceptance of these conditions where acceptance has not previously been communicated by the customer to the company.
(4)If any statement or representation which the customer relays has been made to the customer other than in the documents enclosed with the companies quotation or acknowledgment of order, the customer must set out that statement or representation in the document to be attached to or endorsed on the order in which case the company may clarify the point and submit a new quotation.
Not withstanding that samples may be or have been submitted by the company the sale to the customer is not and shall not be deemed to be a sale by sample for the purpose of section 15 of the sale of goods act 1979. Any samples submitted to the customer are intended to indicate only the substance and the general character of the materials and the customer shall have no claim if the colour or composition of the bulk supplied, fails to correspond with the sample in such respect unless the particular requirement is specified by the customer and accepted by the company in writing or unless the sample have been supplied for the purpose of batch approval.
(1)Time for delivery is given as accurately as possible but is not guaranteed. The customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
(2)The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final
instructions of approvals from the customer. Alterations by the customer in specifications or quantities required may result in delay of delivery.
(3)The company will endeavour to comply with reasonable requests by the customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed other wise than due to default the company, the customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the company shall be entitled to invoice the Goods in accordance with these Conditions.
(4)Unless expressly agreed any packaging supplied by the company is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only.
(5)Unless otherwise stated for all Goods sold by weight and the unit of sale shall be gross weight including the drum or other container.
4) RISK AND TITLE
(1)Risk shall pass to the customer so that the customer is responsible for all loss, damage or deterioration to the Goods a)if the company delivers the Goods by it’s own transport at the time when the Goods or a relevant part thereof arrive at the place of delivery or
b) in all other circumstances at the time when the Goods or a relevant part thereof leave the premises of the company whether or not the Company arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions. (2)(i)Title in the Goods or any part thereof shall pass to the customer when payment in full therefore has been made or when the Company serves written notice upon the Customer specifying that title in the Goods or such part thereof has passed whichever shall be the earlier in time and the Customer shall permit any officer,employee,representative or agent of the Company to enter on to the Customer’s premises and to reposes the Goods at any time prior thereto. (ii)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 contracts which include any of the Goods either in their original or altered state as are necessary to discharge payment in full to the Company.
Cancellation will only be agreed to 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 paid forthwith by the Customer to the Company.
(1)All prices, unless otherwise stated, do not including carriage or VAT and are subject to fluctuation, in the event of any increase in the cost of labour or materials or overheads. Any increase in such costs from the time of ordering will be added to the quoted price.
(2)In the event of any alteration being required by the Customer in specification of the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.
7) TERMS OF PAYMENT
(1) Where credit is granted by the Company to a Customer the terms of payment shall be net cash monthly account due and payable within 30 days from the date of invoice. The Company shall be entitled to submit it’s invoice with it’s delivery advise note or at any time thereafter save that where delivery has been postponed at the request of or by the default of the Customer then the Company may submit it’s invoice at the time after the Goods are ready for delivery or would have been ready in the ordinary course but for the request of the default as aforesaid.
(2) Payment terms are net cash with order unless otherwise agreed in writing and any credit terms quoted to a custom- er may not withstanding any arrangement with the customer be withdrawn at any time by the Company. Credit may only be granted at the absolute discretion of the Company on initial orders over the minimum value specified by the Company.
(3) Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these conditions.
(4) No disputes arising under the contract nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.
(5) In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy to suspend all further delivered on any contract or contracts between the Company and the customer without notice and to charge interest on any amount outstanding at the rate of 4% per annum above The Bank of England Minimum Lending Rates in force at the time when payment was due.
8) SPECIFICATION AND BATCH VARIATIONS.
(1) The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the goods.
(2) The customer will have no claim in respect of minor batch to batch variations in colour or texture or composition.
9) PATENTS AND TRADE MARKS.
(1) No warranty or representation is given by the Seller that the Goods do not infringe any letters, patent, trade marks, registered designs or other industrial rights.
(2) The use of the Seller’s trade marks requires the prior written approval of the Seller.
10) TECHNICAL INFORMATION AND COVERAGE.
(1) The information contained in the advertising sales and technical literature issued by the Company’s (application, instructions and specifiers and users guide) may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of applications, recommendations as to use and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly the information contained in the Company’s publication is provided for general guidance only and forms no part of the contract unless expressly agreed in writing. Customers should obtain specific recommendations and advise from the Company regarding the uses and attributes Company’s products.
(2) Since coverage and coat weight will vary depending upon the texture required the substrate, the conditions during application and the skill of the operator all indications of coverage and coat weight given by the Company must be taken to be approximate and as examples of what may be obtained in these conditions. Accordingly, the Customer shall have no claim in respect of under or over ordering of Goods.
11) APPLICATION INSTRUCTIONS.
The Company supplies instructions for the application of the Goods and copies may be obtained from the Company on demand free of charge. The Customer shall have no claim against the Company where it can be shown that the Customer has failed to follow such application instructions.
12) SHORTAGES AND DEFECTS APPARENT ON INSPECTION.
The Customer shall have no claim for shortages or defects apparent on visual inspection unless:-
(1)the customer inspects the Goods within three working days of arrival at it’s premises or other agreed destination and
(2)a written complaint is made to the Company within fourteen days of receipt of the Goods or such shorter period as the carriers conditions (if applicable) require specifying the shortage or defect
(3)the Company is given an opportunity to inspect the goods and investigate any complaint before use is made of the Goods
If a complaint is not made to the Company as herein provided than the Goods shall be deemed to be in all respects in accordance with the contract and the customer shall be bound to pay for the same accordingly and in such circumstances the Guarantee shall not apply.
13) DEFECTS NOT APPARENT ON INSPECTION.
(1)The customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery unless:-
(i)a written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered and no use is made of the Goods thereafter and no alteration is made thereto before the Company is given an opportunity in accordance with sub-paragraph(3) of this condition to inspect the Goods and
(ii)the complaint is sent within 6 months of the date of delivery of the Goods or in the case of items not manufactured by the Company within the guarantee period specified by the manufacturer of such item, (2)The customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the customer without the prior specific, written consent of the company nor in respect of any defect arising by reason or fair ware and tear and damage due to misuse.
(3)The Company shall not be liable for loss or damage suffered by reason of continued use of the goods after the customer becomes aware of a defect, or after circumstances which, reasonably should have indicated to the customer the existence of a defect.
(4)The Company may within 30 days of receiving such a compliant(or 60 days where the goods are situated outside the United Kingdom) inspect the goods, and the customer, if so required by the Company shall take all steps necessary for the company to do so.
14) GUARANTEE CONDITION.
(1)Save as otherwise provided by the other conditions of these conditions sections 12-15 of the sales of goods act 1979 are to be implied into this contract.
(2)In the event of the condition of the goods being such as might or would (subject to these conditions) entitle the customer to claim damages to repudiate the contract the customer shall not then do so but shall first ask The Company to supply satisfactory, suitable goods and The Company shall there upon be entitled to supply satisfactory substitute goods, free of cost and within a reasonable time. If The Company does so supply satisfactory substitute goods the customer shall be bound to except such substituted goods and The Com- pany shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay substitute goods are delivered.
(1)Save where The Company is shown to have failed to exercise reasonable care in the manufacture and/or supply of the goods The Company shall not be liable in any circumstances in respect of death or personal injury and under no circumstances whatsoever shall The Company be liable for consequential loss (including removal or rectification work required in connection with the substituted goods) loss of profits or damage to property.
(2) The customer shall, save where The Company shall have failed to exercise reasonable care in the manufacture or supply of the goods fully indemnify The Company from and against all loss, damage, demands, expenses, clams, actions and proceedings which are incurred by The Company or threatened damage brought or made against The Company by any person, firm or company or governmental authority in respect therefore together with all costs and expenses incurred in relation thereto.
If the customer shall become Bankrupt or insolvent or compound with creditors or in event of a resolution being passed or proceedings commenced for the liquidation of the customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager is appointed of all or part of it’s assets are undertaken The Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to The Company.
17) FORCE MAJEURE.
The seller shall not be liable in any way for loss or damage arising directly or indirectly, through or in consequence of delivery of the goods being prevented or delayed by happenings or occurrences due to or by reason of mobilisation, hostilities, acts of the Queens enemies of war (whether declared or not), government actions, departmental instructions, acts of God, riots, combination or workmen, lock outs, strikes or disturbances wherever taking place, shortage of labour, raw materials, fuel or power in consequence of non delivery or any other cause, want of transport, accidents, fire, flood, blocking or accidents to aeroplanes, shipping or railway lines, failure of ships to sail at advertised times, reduction or stoppage of output at the works where the goods are being manufactured or premises from which they are to be delivered through fire, flood, heat, frost, storm, tempest or intemperate weather, breakdowns, accidents to machinery, late provision to the seller of any materials, information or instructions pertinent to the fulfilment of the order for the goods by the seller, or any other cause or any circumstance whatsoever beyond the sellers control or any other acts or third parties whether criminal or otherwise and in these circumstances the seller expressly reserves the right to cancel or suspend the whole or any part of any delivery.
The contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English Courts only.
19) CONSUMER SALES
Where the contract is for the sale of goods to a customer that is in general a person acquiring the goods otherwise than for the purpose of a trade or business the statutory rights or obligations that arise if the goods are defective or are not fit for their purpose or do not correspond to their description shall in no way be affected by these conditions. If however a customer wishes to avail himself of the provisions of the guarantee condition, the customer may do so provided the customer complies with the provisions of these conditions.
Where a trade discount is given the customer warrants that the transaction is not a consumer sale.