INTERFLOW UK LIMITED, LEIGHTON, SHREWSBURY, SHROPSHIRE, SY5 6SQ
1. Interflow UK is hereafter referred to as ‘The Company”.
All Contracts for the supply of goods by the Company will be subject to the following conditions to the exclusion of any addition modification or variation thereof save such addition modification or variation as shall be agreed in writing by the Company. Unless expressedly accepted in writing by the company any qualifications of these terms and conditions of sale or any conditions which may be contained in any written or printed document including any order form of the Buyer shall be deemed to be excluded from any contract arising between the Company and the Buyer.
3. BASIS OF QUOTATION
3.1. Unless previously withdrawn quotations remain valid for acceptance until 28 days from the date thereof.
3.2. In the case of any quotation given by the Company by fax or any other telegraphic means other than the telephone then the quote shall remain valid for acceptance 28 days of the date of despatch of such quote by the Company.
3.3. No delay in receipt by the Buyer of any quotation given under Clause 3.1 and 3.2 hereof shall entitle the Buyer to extend the period of such quotation. The Company may in writing at the time of the quotation or at any time thereafter vary the time for acceptance and shall not be liable to the Buyer for any loss or damage loss of market or any additional costs and expenses that the Buyer may actually incur or be deemed to incur by reason of the Company varying the time for acceptance as aforesaid.
3.4. Acceptance of the quotation will not create a binding Contract until such acceptance is acknowledged in writing by the Company.
4.1. Unless otherwise agreed by the Company in writing all prices are quoted strictly net for delivery Ex Works and the Buyer shall pay the invoice to the Company in the currency invoiced by the Company.
4.2. Where goods are supplied as in 4.1 payment shall be due 28 days from date of invoice:
4.3. Where goods are to be installed by the Company 30% of the total price shall be payable net 14 days after the Company”s written confirmation of the Buyer”s order the second payment of 40% of the total price shall be payable net 14 days after delivery, and the third payment of 30% of the total price shall be payable net 14 days after commissioning or 45 days after delivery whichever is the sooner.
4.4. Time is to be of the essence with regard to the payment period.
4.5. The Buyer shall not be entitled to withhold payment or set off counter claims against payment for goods delivered in accordance with these terms and conditions. The rights of the parties in respect of set-off are fully set out in these terms and conditions and no other rights whatsoever shall be implied as terms of the Contract relating to set-off.
4.6. The Company reserves the right to suspend or cancel the performance of any contract entered into with the Buyer when any account is overdue for settlement.
5. SERVICING OF OVERDUE ACCOUNTS
The Company reserves the right to charge £52 per month or part thereof together with interest at a rate equal to Nat West Bank base lending rate from time to time plus 6% per annum for every month or part thereof in which an account is overdue from the due payment date to the date of actual payment such interest charge to be apportioned on a daily basis.
The Company reserves the right to vary the quoted prices.
6.1. To conform to the Company”s price for similar goods ruling at the date of despatch and in case of goods delivered by instalments the Company may without notice to the Buyer vary the quoted price in accordance with this Clause at the time of despatch of each and every instalment of delivery of the goods.
6.2. To take account of changes in labour material and other costs and expenses between quotation and delivery.
6.3. If any alteration is made in any specification upon which the quotation was based.
6.4. If any variation is made by the Company at the request of the Buyer in the mode place and time of delivery of the goods and in the case of delivery of goods by instalment if any variation is made in the quantity of each instalment and time of delivery.
6.5. The Company will not insure the goods in transit unless requested to do so by the Buyer and agreed to by the Company in writing.
7. ERECTION AND COMMISSIONING OF EQUIPMENT
7.1. Unless specified the price quoted does not include for erection installation or commissioning.
7.2. Where the quotation or tender specifies erection or installation by the Company the Buyer will provide free of charge:
7.2.1. Suitable premises foundations and building work as required.
7.2.2. Free access to site to the Company”s engineers.
7.2.3. Lifting tackle tools and labour as designated in the tender when required.
7.2.4. Mains supply services and connection to the termination points on the equipment.
7.2.5. Discharge and extraction system from the equipment.
7.2.6. Equipment for the suitable treatment of effluence from the equipment if applicable.
7.2.7. Such other facilities labour tools materials or other things as are necessary to enable the Company to erect or install the goods in accordance with the quotation or specification.
7.3 The Company shall determine the number and style of engineers to install the equipment and he or they shall be responsible only to the Company. Any complaint against the engineer shall be made in writing to the Company.
7.4 The Company accepts no responsibility or liability either at common law or under statute for men employed to assist in the installation except those engaged and paid by the Company and the Buyer shall indemnify and keep indemnified the Company against any claims brought against it. Every care will be taken during installation but no responsibility will be accepted for any accidental damage which may occur during progress of the work to Buyer”s property or that of third parties or for any other damage or loss (including consequential loss but excepting death or personal injury resulting from the negligence of the Company its employees servants or agents) arising directly or indirectly from such installation.
7.5 Unless otherwise stated the Company does not accept responsibility for the performance of equipment if used with materials not supplied or specified by the Company.
8 DESCRIPTION AND DESIGN
8.1 Unless otherwise expressedly agreed in writing by the Company all descriptions illustrations and performance details contained in its catalogues and advertisements and all other statements made by the Company with regard to products materials and equipment are not warranted as accurate by the Company and are not intended to be relied upon but are intended for information only and shall not form part of any quotation order or contract.
8.2 The Buyer shall be wholly responsible (in respect of copyright trade marks designs all common law and statutory rights and otherwise howsoever) for any matter or work which he instructs the Company to perform and for any design sketch drawing painting constructions work or thing he supplies and or instructs the Company to supply or execute and for all claims by third parties arising therefrom and the Buyer shall keep the Company indemnified against all proceedings claims costs expenses and liability whatsoever in respect thereof.
Written confirmation of telephone orders must be clearly marked as such otherwise the Company cannot be held responsible for duplication of an order. The Company may at any time suspend performance on any contract between the Company and the Buyer and may cancel any such Contract if any other contact between the Company and the Buyer or any person firm or company associated with the Buyer (whether by communality of shareholders in whole or in part or of directors) is not being fully performed by the Buyer or the Buyer”s associate (as the case may be).
10 DELIVERY DATE
10.1 Whilst the Company will use its reasonable endeavours to keep the promised delivery dates they are approximate only and no guarantee or warranty can be given in relation thereto. The Company accepts no liability for any loss or damage or loss of market resulting in delay in completion of works or delivery of goods howsoever caused nor shall any delay entitle the Buyer to cancel any order or to refuse to accept delivery or withhold all or any part of the purchase price.
10.2 In the event of the Company employing any agent firm company or subcontractor to carry out the order or any part thereof the Company will not be liable to the Buyer for any neglect delay or default by such agent firm company or subcontractor and shall not be liable to the Buyer for any loss or damage or loss of market arising from such neglect delay or default as aforesaid nor shall any delay entitle the Buyer to cancel any order to refuse to accept delivery or withhold any part of the purchase price.
11.1.1 Nothing in Clause 11 shall be deemed to exclude or restrict the Company”s liability for death or personal injury resulting from negligence.
11.1.2 Each of the sub-clauses in clause 11 is to be treated as separate and independent.
11.1.3 The Company is willing to undertake liability additional to that provided by this clause in exchange for a higher price.
11.2.1 Clause 11.2 only covers defects caused by faulty design on the part of the company manufacture materials or workmanship. It does not cover defects caused by abnormal use misuse or neglect.
11.2.2 The Company agrees that if any defect covered by Clause 11.2 is discovered during the period of twelve months commencing with the date of despatch the Company will either repair the goods at its own expense or if it chooses to do so replace them.
11.2.3 The Buyer cannot claim the benefit of this clause unless he informs the Company of the relevant defect in writing within 7 working days of discovering it and he returns the goods to the Company at his own expense.
11.2.4 The risk of accidental loss whilst the goods are being returned will be borne by the Buyer.
11.2.5 In consideration for receiving the benefit of this clause the Buyer agrees that no other terms whether conditions warranties or innominate terms express or implied statutory or otherwise shall form part of this contract.
11.3 Exclusions of consequential loss
The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company”s negligence). Non-exhaustive illustrations of consequential or indirect loss would be
Loss of profits Loss of contracts Damage to property of the Buyer or anyone else and Personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company”s negligence).
11.4 Limitation The Company”s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company”s negligence or otherwise) shall not exceed £100,000 or the contract price whichever is the greater.
12 BUYER”S INSOLVENCY
If the Buyer commits an act of bankruptcy or becomes insolvent or makes any composition or arrangements with his creditor or being a Company is placed in liquidation or suffers a Receiver and/or Manager to be appointed the Company may without liability or notice and without prejudice to any other rights determine all or any contract with the Buyer and the Buyer will bear all and any loss or damage incurred by the Company resulting from resale or scrapping of the goods comprised in such contract determined as aforesaid.
13 APPLICABLE LAW
The terms of any contract to which these conditions relate shall in all respects be construed and operate in conformity with the Law of England and Wales and the English Courts shall have exclusive jurisdiction to determine all questions or matters relating hereto or arising here from.
14 QUANTITIES AND WEIGHTS
Quantities and/or weights of all consignments of the goods whether delivered by instalment or otherwise as ascertained by the Company and notified to the Buyer in writing shall be conclusive evidence of such quantities and/or weights as between the Company and the Buyer and any person firm or company rightfully claiming by through in or under trust for them unless any irregularity in the number or weight thereof is communicated in writing to the Company within 7 days of the delivery of the goods or notification that the goods are available “Ex Works” and subject always to correction of arithmetical error.
15.1 The risk in the goods supplied by the Company to the Buyer shall pass to the Buyer on delivery.
15.2 All goods supplied by the Company to the Buyer shall be stored by the Buyer separate from the Buyer”s own goods in such manner as the Company may from time to time direct for the purpose of enabling the Company to identify the goods the title to which has been retained under the within written terms and conditions.
15.3 If any of the goods are incorporated or used as material for other goods (the new goods) the property in the goods and the new goods shall belong to and remain with the Company until payment in full of all sums due from the Buyer to the Company and the Company”s rights in the goods hereunder shall extend to the new goods.
15.4 The ownership of property in the goods and the new goods shall remain with the Company which reserves the right to dispose of the same until payment in full of all sums due from the Buyer to the Company on any account whatsoever or until such time as the Buyer sells the goods or the new goods to its Customer by way of a bona fide sale at full market value on the basis that the proceeds of such sale shall be deemed to have been received by the Buyer on the Company”s behalf as its agent. The proceeds of such sales shall be paid by the Buyer into a separate Bank account details of which shall be furnished by the Buyer to the Company upon request.
15.5 The Buyer”s power of sale in respect of the goods and the new goods shall automatically cease and all sums payable in respect of goods supplied by the Company to the seller will become immediately payable if the Buyer is in default for a period exceeding seven days in payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied to the Buyer) or if a Receiver is appointed over any of the assets of the Buyer or the undertaking of the Buyer or a Winding Up Order is made against the Buyer or the Buyer goes into voluntary liquidation (otherwise than for the purpose of a reconstruction or amalgamation) or calls a meeting or makes any arrangements or composition with its creditors (or being an individual or a partnership commits any act of bankruptcy) or allows distress to be levied against any of its or his goods.
15.6 Upon determination of the Buyer”s power of sale hereunder the Buyer shall deliver up the goods and the new goods to the Company and the Company and its servants and/or agents shall be entitled using such force as is reasonably necessary to enter upon any premises of the Buyer for the purpose of removing such goods and the new goods from such premises.
15.7 Until the Company is paid in full as aforesaid the relationship of the Buyer to the Company shall be fiduciary in respect of the goods and the new goods and if the same were sold by the Buyer the Company shall have the right to trace the proceeds thereof according to the principals in Re Hallet”s Estate (1880) 13 Chancery Division 696 (1874/80) AER (793). A like right for the Company shall apply where the Buyer uses the goods or the new goods in any way so as to be entitled to payment from a third party.
16 DATA Illustrations weights measures performance capabilities application suitability information and other data set out in the sales literature of the Company are statements of opinion and are provided for information only and form no part of the contract.
17 If the Company agrees to delivery on a CIF FOB or in some manner other than Ex Works basis then the Company shall if requested by the Buyer make such shipping arrangements for the Buyer who shall reimburse the Company for all expenses incurred by the Company on the Buyer”s behalf and all risk in goods shall pass to the Buyer when they are loaded onto transport ex the Company”s works (or if loaded on transport belonging to the Company as soon as the goods pass into the custody of a person other than the Company). The Company accepts no liability whatsoever in respect of any mistakes or errors in the shipping arrangements made by it on behalf of the Buyer but will endeavour to assist the Buyer in making claims against those persons (if any) through whom the Company may have made such arrangements and the Buyer shall pay the Company all costs expense and charges incurred by the Company by virtue of the Company assisting the Buyer in making such claims as aforesaid.
18 FORCE MAJEURE
If at anytime the Company shall be hindered or prevented from making or delivering goods by reason of strikes or other labour disputes fire war accidents Governmental action or any other cause beyond the Company”s control the Company”s obligation shall be suspended until such cause shall have ceased to operate and have effect and the Company may at any time during the continuance of such hindrance or prevention by notice to the Buyer determine this contract so far as it remains unperformed without incurring any liability for damages to the Buyer or any Buyer of theirs by reason of such determination.