Terms and condittions
Between FMK innovation (‘the Company’) and the Customer (‘the Purchaser’)
A Contract shall be made between the Company and the Purchaser upon the acceptance of the Company in writing of an order placed (whether orally or in writing) by the Purchaser and the thereupon the parties shall be bound. No modification of these conditions shall be binding upon the Company unless otherwise stipulated herein or agreed to in writing by a director of the Company. No terms, conditions or warranties put forward by the Purchaser shall be incorporated into this contract by implication or by any wording in the Purchaser’s order or howsoever otherwise.
All prices quoted shall be subject to market fluctuation and/or changes in basic national wage rate and costs of materials and components. Whilst every effort will be made to maintain prices quoted, the Company reserves the right to execute orders at list prices ruling at time of delivery. Prices quoted unless otherwise agreed in writing by the Company are ex the Manufacture’s work and exclude the cost of packing.
- The Company may invoice for the goods when they are ready for delivery to the premises specified by the Purchaser. Invoices shall become due for payment on the receipt of invoice, without reduction or deferment on account of disputes or cross claims. If they are not so paid the Company may charge interest at the rate of 5% above bank base rate per annum on so much of the invoiced price as is outstanding until is shall be paid.
Times stipulated for payment shall be of the essence of the contract and if the Purchaser shall at any time default in payment of the price on the due date or if the Purchaser’s credit standing is at any time in the opinion of the Company impaired for any other reason the Company shall in addition and without prejudice to any other of its rights have the right:-
to demand forthwith payment for all goods delivered to the Purchaser whether or not such payment is due: and/or
- to withhold all further deliveries of the goods, any other products to be supplied by it to the Purchaser under any other contract between them until such payment is made in full: and/or
- to supply goods on a cash-on-delivery basis: and/or
- to supply goods on a cash-in-advance basis or require the Purchaser to open an irrevocable confirmed letter of credit in favour of the Company: and/or
- to treat the contact as repudiated and terminate the contact in respect of the whole or any part which remains unperformed and to recover damages for the breach of the contract.
RESERVATION OF TITLE
- The risk in any goods supplied by the Company to the Purchaser shall upon delivery pass to the Purchaser but notwithstanding delivery of the goods the property in the goods shall remain in the Company until the Purchaser has paid all monies owed by the Purchaser to the Company on any account. Until all such monies owed are paid in full by the Purchaser the Purchaser shall hold the goods as bailee for the Company and shall owe the Company all the fiduciary duties, which may by law be imposed on a bailee.
- Until such payment is made in full the Purchaser shall at its own expense store the goods so as to avoid any risk of damage or deterioration thereto and if required by the Company, in such away that they are clearly identified as belonging to the Company.
- If, contrary to the provision of paragraph (b) hereof, the goods are incorporated into, used in materials for or mixed with other goods or materials whatever, the property but not the risk in the end products (‘The Products’) shall pass to the Company at the moment of such incorporation, or mixture and shall remain with the Company until payment of all such monies thus specified in sub clause (a) hereof and the Purchaser shall hold such products as bailee for the Company and shall owe to the Company all the fiduciary duties which may by law be imposed on a bailee.
- Until such payment is made the Purchaser shall at its own expense store the products so as to avoid any risk or damage or deterioration thereto and, if required by the Company, in such a way that they are clearly identified as belonging to the Company.
- If any money is overdue the Company may (without prejudice to any other rights and remedies) recover and resell any and all such goods and may enter the Purchaser’s premises for all necessary purposes incidental to the recovery or re-sale of such goods.
- The Purchaser shall not be entitled to sell either the goods or the products until payment is made of all the money as aforesaid if notwithstanding this provision, the Purchaser does sell such goods or products it shall be bound to pay the proceeds of such sale into a separate Bank Account so as to identify the proceeds of such sale and shall hold the proceeds of sale (whether duly paid in the Bank account as aforesaid or not) on trust for the Company. The Company shall after discharge of all monies due to it by the Purchaser hold the balance of the proceeds for the Purchaser.
- In the event of the Purchaser selling the goods or the products or parting with possession thereof while property of the goods remains in the Company, in such circumstances as to entitle the Purchaser to receive payment for the goods or products from any third party the Purchaser shall be bound on demand by the Company to disclose to the Company the identity of the third party and to disclose the sum(s) payable to the Purchaser by the third or any other party and the Company shall have the irrevocable authority of the Purchaser (whether in the name of the Purchaser or as appropriate) to sue for or recover from the said third party such sum as is payable to the Purchaser and the Company shall be entitled to give such third party receipt for such monies. The Purchaser shall be bound to do all acts and things necessary to enable the Company to exercise its right aforesaid.
- Nothing in this clause shall confer any right in the Purchaser to return goods sold hereunder or to refuse to make payment therefore.
The Company will arrange at the expense of the Purchaser for the delivery of the goods by its own transport or by an independent carrier to such destination as has been notified to the Company by the Purchaser and shall invoice the Purchaser in respect of the cost of such carriage. The provisions of clause 3 in respect of the time of payment and the charging of interest shall also apply to such invoice. The Company reserves the right to deliver any goods in instalments.
The company will endeavour to meet delivery dates, but shall be under no liability of any kind if it fails to meet any such dates whatever the cause of failure and whether such cause is under the Company’s control or not.
The Manufacturer’s normal warranty conditions shall apply. All guarantees are on the condition that any non-routine service work is carried out under the Company’s supervision or by the Company’s approved engineers. Should any unauthorised repairs be undertaken without prior agreement, guarantees are null and void.
The Company shall not in any circumstances be liable to the Purchaser in respect of any consequential or indirect loss or damage (including loss of profit), which the Purchaser may suffer by reason of any default by the Company.
If the Purchaser defaults over payment of any sum due under this Agreement as and when it becomes due or if the Purchaser is in breach in any respect of any other provisions herein contained, the Company shall in addition to any and all other rights have the right with or without notice to suspend or cancel all further deliveries until the breach is made good.
If the Manufacture or delivery of the goods is delayed or hindered in any way by
- any act of God or Government
- war (whether declared of not), invasion or other warlike action
- any strike lock-out or other industrial action
- riot or any other civil disturbances or
- any other event beyond the Company’s control, then in any of these circumstances the Company may upon reasonable notice terminate or amend this Contract in such manner as is shall think fit.
SPARES AND SERVICING
When any spare part and/or servicing of the goods become the subject of this Contract or are at any further time ordered (or otherwise asked for) by The Purchaser, then:
With regard to spares, these Conditions shall apply to the spares as if they were the said goods and:
With regard to the servicing these Conditions shall apply mutatis mutandis except as aforesaid and further except that the cost of such servicing shall be in accordance with the Company’s relevant price list in force from time to time and that the Company give no warranty in respect thereof.
LAW AND JURISDICTION
The contract shall be governed by and constructed and interpreted in accordance with English Law, the Company and the Purchaser submit to the non-exclusive jurisdiction of the English Courts in respect of any dispute arising out of or in connection with the Contract.
VALUE ADDED TAX
All prices quoted are subject to the addition of Value Added Tax at the appropriate rate ruling at the tax point for these supplies.
If the Purchaser cancels its order it shall pay (without prejudice to such other rights the Company may have) liquidated damages to the calculated as follow:-
- Cancellation 60 days before delivery – Liquidated damages of 30% of the contract price shall be payable to the Company.
- Cancellation 30 days before delivery – Liquidated damages of 60% of the contract price shall be payable to the Company.
- Cancellation 5 days before delivery – Liquidated damages of 80% of the contract price shall be payable to the Company.