1.1 In these conditions:
means the person, firm or company entering into the Contract to purchase the Goods from the Seller;
means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller;
CONTRACT means the contract for the purchase and sale of the Goods;
means the date the Goods are to be collected by the Buyer or if they are to be delivered the time of actual delivery and if the Buyer wrongfully fails to take delivery of the Goods, the date that the Seller notifies the Buyer that the Goods are ready for collection or, as the case may be, the Seller tenders delivery of the Goods;
means the goods (including any instalment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
means Feridax (1957) Limited;
includes fax, electronic mail and comparable means of communication.
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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE CONTRACT
2.1 Save where the Buyer shall place an order with the Seller verbally (in which case it is the Buyers responsibility to ensure the accuracy of the order), the Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer and which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
2.2 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 so confirmed.
2.3 Any advice or recommendation(s) given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage installation 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.
2.4 Any typographical, clerical or other error or omission in any catalogue or other sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.5 Where any manufacturers names or numbers are mentioned they are for reference purposes only and do not necessarily indicate the source of manufacture nor any connection with the manufacturer.
3.1 No order submitted by the Buyer shall be accepted or deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative (and the issuing of an invoice by the Seller to the Buyer shall constitute acceptance in Writing).
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order and for giving the Seller any necessary information relating to the Contract within a sufficient time to enable the Seller to perform the Contract.
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods, the Seller reserves the right to subcontract any of the manufacturing or other processes to a third party and shall not be liable for any increase in the costs of labour materials or other costs of manufacture, any change of delivery dates quantities or specifications caused by such subcontracting.
3.4 No Contract may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses.
3.5 The Seller reserves the right to undertake credit references and may suspend performance of the Contract or any other contract with the Buyer if such references are unsatisfactory.
3.6 Each order submitted by the Buyer shall constitute an order capable of acceptance by the Seller. If the Seller agrees that any such order shall constitute an order in circumstances where it is reasonable for the Seller to act in reliance upon such order, such order becomes an order accepted by the Seller and the Buyer shall indemnify and keep the Seller indemnified against all costs, damages, charges and expenses arising from such reliance by the Seller if such order does not become an order capable of acceptance by the Seller.
4.1 The price shall be the Seller’s quoted price in Writing, or where no price has been quoted or a quoted price is no longer valid, the price set out on the price list of the Seller prevailing at the date on which the Goods are dispatched. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice.
4.2 The Seller reserves the right to increase the price to reflect any increase in the cost to the Seller which is due to any factor beyond the Seller’s control, any change in delivery or performance dates, quantities or specifications 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 The Seller reserves the right to impose a handling charge of 15% of the net price of the Goods where the Buyer returns the Goods and such return is not due to any fault on the part of the Seller.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 Where Goods are to be delivered otherwise than at the Seller’s premises the price is inclusive of all transport, packaging and insurance provided that the order has the following net value;
UK Mainland £200.00
N. Ireland £300.00
Channel Islands £300.00
If the net value of the order is lower than that stated above or the Buyer requires delivery to Southern Ireland or outside of the UK and Channel Islands then the price of the Goods is stated to be exclusive of all transport, packaging and insurance costs and the Buyer shall be liable for the costs of the same.
5. TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice the Buyer for the price including without limitation the VAT, transport, packaging and insurance costs referred to in clauses 4.4 and 4.5 on or at any time after the Delivery Date.
5.2 The Buyer shall pay the price without any deduction or set-off on or before the last day of the month following the Delivery Date and the Seller shall be entitled to recover the price 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 the 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 the Seller shall be entitled to:
5.3.1 suspend all or any further orders to the Buyer made under that or any other contract with the Buyer and in such event the Buyer shall not be released from its obligations to the Seller under that or any other contract or cancel the Contract or any other contract with the Buyer and to claim damages from the Buyer for breach of contract;
5.3.2 appropriate any payment made by the Buyer to such part of the Contract or 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 judgment) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank base rate from time to time accruing daily, until payment in full is made; and
5.3.4 Failure to pay on time any part of the debt on or before the due date will render the entire debt as being due immediately from the buyer.
5.4 The Seller may without notice set off any sums from time to time owed to the Buyer in or towards the satisfaction of all and any liabilities of the Buyer to the Seller whether or not under this Contract.5.5 The Seller shall have a general lien over all goods and property of the Buyer (whether worked on or not) in the possession of the Seller for all unpaid debts due from the Buyer and the Seller reserves the right upon the expiration of fourteen days written notice to dispose of such goods or property and to apply the proceeds of sale (net of costs of sale) towards the payment of such debts.
5.6 Any costs (excluding interest which is covered in section 5.3.3) incurred by the Seller as a result of bounced cheques, or failure to pay on or before the due date will be recoverable from the Buyer.
6.1 Unless otherwise agreed in Writing by the Seller, the Goods shall be delivered on the following basis;
UK Mainland To the Buyers place of business
N. Ireland To the Buyers place of business
Channel Islands To the Buyers place of business
S. Ireland Ex-works
6.2 Where the Goods are delivered to the Buyer’s premises the Buyer shall be responsible for unloading the Goods and where the Seller or its employees or agents carry out or assist the Buyer, its employees or agents in such unloading the Buyer shall indemnify and keep indemnified the Seller against all liabilities including without limitation all loss, costs, charges and expenses arising from such unloading.
6.3 Where the Goods are delivered on an ex-works basis the Buyer will take delivery of the Goods within 4 days of the Seller giving it notice that the Goods are ready for delivery.
6.4 Where the Goods are to be delivered to N. Ireland or the Channel Islands, or the Seller has otherwise agreed to deliver the Goods outside the UK Mainland all Goods shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice under s32(3) of the Sale of Goods Act 1979. The Buyer 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.
6.5 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence. If no dates are specified, delivery will be within a reasonable time.
6.6 Where the Goods are to be delivered in instalments, each delivery or performance shall constitute a separate contract and failure by the Seller to deliver or perform 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 Where the Goods are to be delivered on an ex-works basis the Buyer will provide at its own expense adequate and appropriate equipment and manual labour for loading the Goods.
6.8 Where the Goods to be supplied are ex-stock, the Seller reserves the right to delay delivery of ex-stock items until supplies of such goods are received by the Seller, whereupon the Seller shall deliver such items.
6.9 If the Goods (or any instalment are not available on the Delivery Date) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, the Seller shall be liable to the Buyer and the Seller’s liability shall be limited to the excess, if any, of the reasonable cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.10 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, the Seller may :-
6.10.1 store the Goods until actual delivery and charge the Buyer for the reasonable cost of storage, including insurance;
6.10.2 after the expiration of 3 months from the Delivery Date dispose of the Goods in such manner as the Seller may determine; and
6.10.3 suspend any further performance of the services under the Contract or any other contract.
6.11 Shall the Buyer require delivery of Goods at the weekend, the Buyer shall be responsible for and agrees to indemnify and keep indemnified the Seller against any additional delivery costs and expenses resulting from the delivery being at the weekend.
7. RISK AND PROPERTY
7.1 Save where clause 6.4 applies risk of damage to or loss of the Goods shall pass to the Buyer on the Delivery Date.
7.2 Notwithstanding the passing of the risk in the Goods or any other provision of these Conditions the property in the Goods 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 sold or agreed to be sold by the Seller to the Buyer under any other contract.
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 agent or Bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until such time as the property in the Goods passes to the Buyer, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall have a fiduciary duty to the Seller to account for the proceeds of sale or otherwise of the Goods.
7.4 Until such time as the property in the Goods passes to the Buyer, 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 forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods and for that purpose the Buyer hereby authorises and licences the Seller, its officers, employees and agents to enter upon any land or building upon which the Goods are situated to recover those Goods.
7.5 The Buyer shall not be entitled to or in any way charge by way of security for any indebtedness, any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall without prejudice to any other right or remedy of the Seller forthwith become due and payable.
8. WARRANTIES AND LIABILITIES
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE.
8.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 Any claim by the Buyer which is based on any defect in the quality, condition or under-delivery of the Goods by more than 5%, whether or not delivery is refused by the Buyer shall be notified to the Seller within 3 days from the Delivery Date or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure and in any event within 7 days of discovery. If delivery is not refused, and the Buyer does not so notify the Seller, the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Contract had been performed in accordance with its terms.
8.3 Where a valid claim is notified to the Seller in accordance with clause 8.3 and Goods are to be returned to the Seller they must be accompanied by a despatch note quoting the original invoice number within 2 months of the Delivery Date. Goods that are soiled or damaged will not be accepted and acceptance of return by a sales representative does not constitute acceptance by the Seller.
8.4 Where any valid claim in respect of any of the Goods, which is based on any defect in the quality or condition is notified to the Seller and Goods are returned in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.5 The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit, product recall or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and the entire liability of the Seller under or in connection with the Contract shall not exceed the price under the Contract, except as expressly provided in these Conditions.
8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, any of the Seller’s obligations if the delay or failure was due to any cause beyond the Seller’s reasonable control.
8.7 Nothing in these Conditions shall exclude or limit the Seller’s liability for death or personal injury caused by the Seller’s negligence.
9. INSOLVENCY OF BUYER
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order (or being an individual or firm) becomes bankrupt or (being a company) goes into liquidation, otherwise than for the purpose of amalgamation or reconstruction; or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of the Buyer’s undertaking or any of its property or assets; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above are about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract and/or any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable.
10. USE OF PERSONAL DATA
10.1 Under GDPR legislation:
10.1.1 the Buyer has determined 'Legitimate Interest' to be the lawful basis for communicating with Sellers, through the use of email, telephone and mail. The Buyer has the right to opt out of Newsletter emails if he wishes, and can manage his own subscription through his online account. Account-specific communications are still required in order to conduct business as set out in this contract.
10.1.2 Unless specified to the contrary in writing to the Seller, the Buyer's business address and contact details may be used to populate various brand website's 'Dealer Locator', in order to promote the Buyer's business in a positive manner. The Buyer can update, edit and remove these details at any time through his online account, or by contacting the Seller.
10.2 The Buyer is specifically requested to only use business-related contact information for online access, correspondence and delivery addresses. It is the responsibility of the Buyer to ensure that his employees do not use personal email addresses for logins and that leavers' online access is removed in a timely manner. The Seller has given the Buyer complete control to set up and manage various levels of access for multiple users, which requires password entry to login, and so does not accept any responsibility for the misuse of the online ordering system by the Buyer's current or previous employees.
10.3 The Buyer undertakes to use personal data collected from the Seller relating to
customers that have ordered via the Click and Collect service for the sole legitimate purpose of processing Click and Collect orders.
11. USE OF IMAGES AND LOGOS
11.1 Any product images or logos supplied by the Seller, either directly or through access to the Data Feed, are intended only for use on the Buyer’s own website, the Buyer’s third part platform listings, in-store or magazine advertising, with the specific purpose of advising customers of the range of products the Buyer supplies.
11.2 The Seller reserves the right to withdraw permission to use such images and logos if they are identified as being used incorrectly or illegally, or if their use results in a negative impact on the reputation of the associated brand.
12.1 Neither the Buyer nor the Seller shall be entitled to assign the whole or any part of the Contract without the prior written consent of the other provided that the Seller shall be entitled to subcontract the whole or any part of its obligations.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 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 unless such provision goes to the root of the Contract.
12.4 The Conditions shall constitute the entire agreement in relation to the subject matter and no modification or waiver thereof shall be valid unless made in Writing expressly for the purpose and signed by an authorised officer of the Seller and of the Buyer provided that nothing in these Conditions shall exclude or limit liability for fraud.
12.5 Unless expressly provided in these Conditions, no term of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.6 Unless expressly stated in these conditions time shall not be of the essence in this Contract.
11.7 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the exclusive jurisdiction of the English Courts.