1.1 In these Conditions:
"Buyer" means the person who accepts a quotation of the Seller for the sale of the Goods, or whose order for the Goods the Seller accepts. "Goods" means the goods (including any instalment of the goods or any parts of them) which the Seller is to supply in accordance with these Conditions. "Seller" means Flowsource Process Fittings Ltd, Unit 4 Marrtree Business Park, Sowerby, Thirsk, North Yorkshire, YO7 3FF, "Conditions" means the conditions set out in this document. "Contract" means the contract for the purchase by the Buyer and sale by the Seller of the Goods.
1.2 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.
2. Basis of the sale
2.1 The Seller shall sell, and the Buyer shall purchase the Goods in accordance with any oral or written quotation of the Seller which is accepted by the Buyer, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions which may be specified or purported to be specified by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing by an authorised representative of the Seller. The
Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not confirmed in writing.
2.3 Any advice or recommendations given by the Seller or it's employees or the agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an
authorised representative of the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with it’s terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if
accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 All descriptions and illustrations contained in the Seller's catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described therein and nothing contained in any of them shall form any part of the Contract.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
3.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any
applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller's specification which do not affect their quality or performance.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller. In the event that the Buyer (through no fault of the Seller) returns goods which are stocked by the Seller, in a good and unused condition and at his own expense, and within 30 days of the date of the order, a restocking charge of 20% will be made. If the required return of stocked items is through the fault of the Seller, and they are returned is a good and unused condition, the costs of return will be borne by the Seller and no restocking charge will be made. If special or non-stock goods are ordered by the Buyer for manufacture by the Seller, then the goods cannot be returned by the Buyer.
4. Price of Goods
4.1 The price of the Goods shall be the Sellers quoted price. Where the goods are supplied for export from the United Kingdom the sellers published price list current at the date of contract shall apply or such price as may be quoted to the Buyer. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex-works basis and where the Seller has undertaken to provide or arrange carriage from its works to the place of delivery specified by the Buyer; the Buyer shall be liable to pay the Sellers charges for transport, packaging and insurance.
5. Terms of payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods when the Seller shall invoice the Buyer at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) has tendered delivery of the goods.
5.2 The Buyer shall pay the price of the Goods within thirty days of the date of the Sellers invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of essence of the Contract.
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 5% per annum above
the base lending rate of Lloyds Bank Plc from time to time enforced from the date when payment was due until payment in full is made.
5.4 Payment shall be made at the office of the Seller and shall take effect upon receipt of cash, banker's draft or bank transfer to the Seller's bank account or upon a cheque tendered by the Buyer being cleared for payment.
6.1 All prices quoted are Ex-Works unless otherwise stated in writing, the seller will not be accountable for local insurance or duty once the order has left our premises, unless otherwise agreed in writing.
6.2 Delivery of the Goods shall take place upon despatch of the Goods from the Seller's premises unless otherwise agreed. In suchevent delivery shall be deemed to take place immediately after the Seller has notified the Buyer that the Goods are ready for collection.
6.3 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.4 Should the Seller be prevented from or hindered in delivery the Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any cause beyond the Seller's control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.
6.5 Should the Seller be prevented from delivering part of the Goods by reason of any of the causes specified in the preceding subclause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the Contract.
6.6 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.7 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
6.8 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller, the Seller may: store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage; or sell the Goods for the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract, or charge the Buyer for any shortfall below the price under the Contract.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery in accordance with condition 6.1.
7.2 Notwithstanding delivery and the passing of risk in the Goods title shall not pass to the Buyer until the Seller 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 Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and shall keep the goods separate from those of the Buyer and third parties and properly stored protected, insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business (but not to pledge or charge the same as security for any reason) but shall account to the Seller the proceeds of the sale or otherwise of the Goods and shall keep all such proceeds separate from any monies or property of the Buyer and third parties.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so.