Conditions Of Sale
CONDITIONS OF SALE - FLUOROCARBON COMPANY LIMITED - Updated July 2019
1. DEFINITIONS - In these conditions
"Company" means Fluorocarbon Company Limited (No.734182) whose registered office is at Caxton Hill, Hertford, Herts SG13 7NH; or where applicable, such other member of the Fluorocarbon Group of Companies as appears on the Confirmation of Order;
"Customer" means the person, firm or company with whom a contract for the sale and purchase of Goods is reached;
"Goods" means the products which are the subject matter of an order; “Order" means the order placed by the Customer for the supply of the Goods.
"Subsidiary and/or holding company" shall have the respective meanings set out in section 736 of the Companies Act 1985.
(a) The terms of business set out below cancel all previous issues.
(b) These terms, as re-issued or revised by the Company from time to time, apply to all Orders placed with the Company whether present or future and such Orders that are subject to acceptance by the Company should be deemed to be made subject to these terms. No variation to these conditions shall be binding unless expressly agreed to in writing by a director of the Company.
None of the Company's catalogues, price lists and/or sales literature constitutes an offer made by the Company and no associated illustrations, specifications, performance schedules or other information shall be deemed to be part of any contract between the Company and the Customer.
(a) The price of the Goods shall be as set out in the Company's current quotation except as otherwise settled by the Company. The price for the Goods shall be the price ruling at the date of their despatch and shall be exclusive of VAT.
(b) Prices agreed are exclusive of packing and carriage which shall be charged at the cost of despatch unless otherwise stated in the Company's confirmation of Order.
(c) The Customer shall not be entitled to make any deduction from the price of the Goods whether in respect of any right or alleged right of set-off or counterclaim.
(a) The Company will deliver the Goods ordered to the address specified by the Customer but from the time of despatch of the Goods from the Company's premises or designated warehouse or depot until such delivery, the risk of any loss or damage to or deterioration of the Goods howsoever arising shall be borne by the Customer.
(b) Any despatch date or delivery time specified is a business estimate only and the Company shall not be liable for any loss suffered by reason of any failure to comply therewith.
(c) The Company shall be entitled to deliver part only of the Goods and the Company shall not be liable for any loss suffered by reason of any failure to fully comply with the terms of any Order.
(d) Any delivery date stated on any Order will be treated by the company as a request that the Goods be despatched from the Company's premises or designated warehouse or depot at that date but shall not be a term of this agreement.
(a) Where the Goods are supplied for export from the United Kingdom, the provisions of this condition shall (subject to any special terms agreed in writing between the Customer and the Company) apply and where inconsistent with any other provision of these Conditions shall take precedence.
(b) The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
(c) Unless otherwise agreed in writing between the customer and company; the goods shall be Delivered EXW (incoterms®2010) at the location specified in the Sales Confirmation
(d) The customer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and is made after shipment, or in respect of any damage during transit.
(e) Unless credit terms are specifically agreed payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in England acceptable to the Company or, by advanced payment prior to despatch of the goods.
(a) Except where payment is made in accordance with condition (b) below the delivery of the Company's invoice and accompanying statement constitutes a request for immediate payment and delivery of the Goods shall not be made until payment is received in full.
(b) Where the Customer maintains a credit account with the Company, payment for the Goods shall be due in full in the currency named on the invoice.
(c) Remittances to be made by BACS or Wire payable to Fluorocarbon Company Limited and sent to Caxton Hill, Hertford, SG13 7NH.
(d) All invoices payable by the purchaser shall be paid as per terms and conditions of invoice. If an invoice is not paid within this required period then the Company may charge interest at the statutory rate in force from time to time on any overdue sum up to the date of judgment. Delay in payment shall further entitle the Company to delay, suspend or cancel further deliveries to the Customer.
(e) The Company reserves the right any time at its absolute discretion to demand immediate payment on any account whether due or not.
(f) If the goods or services are delivered/completed in instalments, the Company shall be entitled to invoice and receive payment for each instalment as and when each instalment is delivered/completed notwithstanding non-delivery/non-completion of other instalments or other default by the Company.
8. PASSING OF PROPERTY
(a) Notwithstanding delivery of the Goods to the Customer or into custody on the Customer's behalf, legal and equitable ownership of the Goods shall remain with the Company until all indebtedness of the Customer to the Company whether in respect of the Goods themselves or any other goods on the premises and in such a manner that they are readily identified as the property of the Company. Until such time as the property has passed the Company shall be entitled to repossess the Goods (in whole or in part) from any premises where they are held. Throughout such time that the Goods remain the property of the Company the Customer shall insure the same for their full replacement value to the reasonable satisfaction of the Company with a reputable insurance company.
(b) The Customer may sell the Goods by way of bona fide sale in the ordinary course of business on its standard terms and conditions and by way of sale as principal (not as agent) but not otherwise deal with, sell, part with possession of, consume or otherwise dispose of the Goods until title thereto is passed to the Customer in accordance with (a) above;
(c) The Customer's licence in (b) above shall forthwith terminate automatically (without notice) upon the Customer being in breach of any of these Conditions if the Customer becomes bankrupt or has a bankruptcy petition served on him or has a receiving order made against him or, if the Customer is a company, has a receiver appointed of all or any part of its property or if a petition shall be present or a resolution passed to wind-up the Customer or if any sums due to the Company from the Customer become overdue, and the Company may without prejudice to any other rights or remedies available to it without notice terminate all or any part of any contract with the Customer or suspend or cancel deliveries there under.
(d) In furtherance of(c) above the Customer gives the Company irrevocable authority without notice to enter the premises of the Customer for the purpose of collecting and removing the Goods.
(a) Unless expressly stated otherwise no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or made known to the company. The customer shall be responsible for arranging for testing and inspection of the goods at the company's premises before delivery.
(b) Except where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(c) No claims for breach of warranty or condition shall be valid unless the Customer has paid in full the price of the Goods and of any other goods that have been supplied by the Company to the Customer.
(a) Nothing herein shall be interpreted as excluding or restricting any legal liability of the Company for death or personal injury resulting from the negligence of the Company, Its employees, agents or sub-contractors or as excluding or restricting any of the Company's legal obligations arising under Section 12 of the Sale of Goods Act 1979 as amended.
(b) Save as set out in paragraph (a) above, in no event shall the company's liability to the customer in any manner whatsoever (whether under the law of contract, tort or otherwise) in respect of the goods exceed the price actually paid by the customer for the relevant goods.
(c) Save as set out in paragraph (a) above the company shall in no circumstances be liable for loss of profit, income, goodwill or any loss arising from any claim against the customer or by any third party, or any consequential or indirect loss, damage or expense of any kind howsoever caused or arising.
Goods represented by the Customer to be defective shall not form the subject of any claim by the Customer unless the claim complies strictly with the procedure set out below;
(a) Any claim must be made in writing to the Company within 14 days of the date of delivery of such Goods. The Customer gives all necessary authority and assistance to enable the Company to ascertain or verify the nature and cause of the defect claimed and to carry out its obligations hereunder. The Company's obligation under this condition is limited to replacing or, at its option, repairing any part of the Goods that are delivered with or develop any defect or granting the Customer a credit or refund for the value of the goods delivered;
(b) The Company shall be under no liability whatsoever in respect of any defect resulting from inaccurate or incomplete information supplied by the Customer affecting the design, specification, use or operation of the Goods (or any part thereof); and
(c) The Company shall be under no liability whatsoever to repair, replace or make good any loss, damage or defect which results from wear and tear, accident, neglect, misuse or any of the events referred to in condition 17 occurring after the delivery of the Goods to the Customer (or its agent).
No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
The production or exhibition of a sample of the Goods prior to the placing of an Order shall not be taken to constitute a sale by sample.
14. SALE BY DESCRIPTION
The description given to the Goods in any quotation, order or confirmation of order is, for the purpose of identification only and the use of such description shall not constitute a sale by description.
No patents licence is granted or employed by the Company and no warranty is given against infringement of the patent of a third party. The Customer shall indemnify the Company against all costs, claims, demands and expenses arising from compliance by the Company with the Customer's design and specification.
16. TOOL CHARGES
In the event that a charge or partial charge is made by the Company for the manufacture or adaptation of special tools such special tools shall not be deemed to form part of the Goods and the property and the said special tools shall remain with the Company.
17. STATUTORY AND OTHER REGULATIONS
If the cost to the Company of performing its obligations under these conditions shall be increased by reason of the making or amendment after the date of tender of any law or of any order, regulation of by-law having force majeure that shall affect the performance of its obligations under these conditions, the amount of such increase shall be added to the contract price.
18. FORCE MAJEURE
Neither the Company nor the Customer shall be liable for any delay or failure in performance hereunder resulting from or attributable to Acts, events, omissions, accidents or Acts of God or other circumstances beyond the reasonable control of the party to perform them and the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the party affected shall not be liable for any delay occasioned thereby. Provided that if such delay shall extend beyond a reasonable time the party not affected by the circumstances aforesaid may by notice in writing cancel any or all deliveries not made and no liability shall by reason of such cancellation attach to either party. The foregoing shall in no circumstances apply to the Customer's obligation to make payment for goods delivered to it under the Contract.
The provisions of this Agreement shall be governed by and construed according to the laws of England and the contracting parties hereby accept the exclusive jurisdiction of the English Courts
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.
No waiver by the Company of any breach of these conditions shall be considered a waiver of any subsequent breach of the same or any other condition.
The headings of these conditions do not form part of the conditions and shall not affect the interpretation. Issue (28.9.05)
23. GENERAL DATA PROTECTION REGULATIONS 2018
The Company may share data with the Customer in respect of its employees, including but not limited to names and contact details, necessary for the purposes of legitimate interests pursued by the Company where that necessity has not been overridden by the interests, rights or freedoms of the employees concerned. The data will be shared for a period of time in order for the Fluorocarbon to fulfil the conditions of the Purchase Order to the Customer.
The Customer may only use this data with permission of the Company (unless required by law to act without such instructions). The Customer must ensure that people processing the data are subject to training and compliant with the company privacy, processing and retention policies. The Customer must take appropriate measures to ensure the security of processing. The Customer must only engage a sub-processor with the prior consent of the Company and a written contract. The Customer must assist the Company in providing subject access and allowing data subjects to exercise their rights under the General Data Protection Regulations. The Customer must assist the Company in meeting its General Data Protection Regulations obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. The Customer must delete or return all personal data to the Company as requested at the end of the duration of the Purchase Order. The Customer must submit to audits and inspections, provide the Company with all requested information required to ensure that they are both meeting their General Data Protection Regulations Article 28 obligations, and tell the Company immediately if it is asked to do something infringing the General Data Protection Regulations or other data protection law of the EU or a member state. Nothing within these terms and conditions relieves the Customer of its own direct responsibilities and liabilities under the General Data Protection Regulations.
To see a list of our General Data Protection Regulation Policies, please visit www.fluorocarbon.co.uk and click on ‘About Us’ and select ‘GDPR’.