Conditions of Sale
Foramaflow or any other company which it controls (“Seller”) is willing to supply the goods specified overleaf (“Goods”) and/or the services specified overleaf (“Work”) to the person/s to whom this document is addressed (“Buyer”). Subject to the following conditions (The Standard Terms and Conditions) These conditions do not affect the Buyers Statutory Rights:
| QUOTATIONS | ||
| 1. | A quotation is not an offer and any order given in respect of a quotation shall not be binding on the Seller until accepted by the Seller in writing. Acceptance by the Seller shall be deemed to include acceptance of these conditions which shall form the conditions of the contract and shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer. | |
| DELIVERY | ||
| 2. | Any time or day quoted by the Seller for delivery of all or any of the Goods is an estimate only. Time of delivery shall not be of the essence. The Seller shall not be liable for any failure to meet any such estimate nor for any loss whether financial or otherwise resulting directly or indirectly therefrom. Any claims for purported damage caused as a result of shipping must be advised to the seller within 2 days of the date of delivery. The buyer must retain the original packaging for return and investigation by the seller before any claims will be considered. | |
| TERMS OF PAYMENT | ||
| 3. | Prices quoted are Nett. ex-works unless otherwise stated and accounts are due for payment on date of invoice unless other terms have been agreed in writing by the Company. Large orders and items where equipment has been specifically configured to customer requirements will require a deposit and prepayment before dispatch. All prices are subject to the addition of the gross amount of Value Added Tax appropriate at the prevailing rate. The seller reserves the right to apply statutory interest to overdue accounts. All goods/equipment purchases for countries outside of the United Kingdom require full payment prior to release of the goods/equipment. | |
| PROPERTY AND RISK | ||
| 4. | (a) | The risk in the Goods shall pass on delivery to the Buyer or a carrier whichever is the earlier. In all circumstances the Buyer will insure the goods/equipment against transit/shipping damage. |
| (b) | Property in the title to the Goods shall pass to the Buyer only on payment in full in cleared funds to the Seller of all sums payable in respect therefore. Until such time, the Goods remain the absolute property of the Seller and the Buyer shall keep the Goods in such a way that they are readily identifiable as the property of the Seller and ensure that the same are properly stored, protected and insured and shall allow the Seller to enter onto its premises and to repossess such Goods at its entire discretion. | |
| (c) | Such repossession shall not reflect in any way the continued existence of any contract between the parties. | |
| CARRIAGE | ||
| 5. | All Goods will be delivered ex-works unless otherwise stated by the Seller in writing, in which case: – | |
| (a) | The Seller shall not accept any claims for damage, shortage, miss-delivery, non-delivery or loss in transit unless notice in writing reaches the Seller and the Carrier in the case of UK sales within 2 days of delivery or in the case of sales outside the EU within 4 days of arrival or anticipated arrival of consignment at port of destination and no responsibility will be accepted by the Seller for any failure or delay on the part of the Buyer to make a claim on their insurance. | |
| (b) | The Goods shall be delivered by such method of transport as the Seller thinks fit. Pre-inspection of goods/equipment shall be at the buyer’s expense. | |
| QUALITY | ||
| 6. | (a) | The seller warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and free from defects in material, or workmanship and will operate in the Operational Parameters. |
| (b) | Provided that the Goods comply with Condition 6.(a) on delivery the Company makes no warranty as to the life of the Goods. The Buyer acknowledges that the life of the Goods is dependent on, and may be adversely affected by, the conditions in which they operate (even where these are within the Operational Parameters) and therefore may vary in individual cases. | |
| (c) | Every effort is made to ensure sound material and good Workmanship. In the event of any defect being discovered in a part of the Seller’s manufacture within 6 months from the date of dispatch from the Seller’s Works any such defect being proved to the Seller’s satisfaction to be due to defective material or workmanship then subject to the conditions hereinafter specified the Seller will repair the defective part or replace it with a new part free of charge except for carriage and customs and other duties provided that such parts shall be returned carriage paid to the Seller’s Works within 7 days of the defect becoming apparent together with a full report thereon. | |
| (d) | This warranty shall not apply to any defect caused by or arising from wear and tear, neglect, misuse, improper storage, failure to follow the Seller’s instructions (if any), unauthorised reconditioning or repair or the removal of any “Tamper” Label. | |
| (e) | In so far as is permitted by Statute the Seller’s liability under this clause shall be in substitution for and exclude any conditions warranty or statement as to the quality of the Goods or their fitness for any purpose whether express or implied by Statute or otherwise and save as provided in this clause the Seller shall not be under any liability whether in contract or in tort in respect of defects in Goods delivered or of any injury damage or loss resulting from such defects or from any Work done in connection therewith. | |
| (f) | Notwithstanding and without limitation to any other provision hereof in no event will the Seller be liable under any terms of or otherwise in connection with the contract for loss profits or any other accidental or consequential damages. | |
| INDEMNITY | ||
| 7. | The Buyer shall indemnify the Seller in full against all claims demands damages penalties costs and expenses awarded against or incurred by the Seller as a result or in connection with any claim made against the Seller by any third party to include but not by way of limitation the infringement of any intellectual property right of whatever nature. | |
| COPYRIGHT, CONFIDENTIALITY AND INTELLECTUAL PROPERTY. | ||
| 8. | The copyright in all documents (including drawings) supplied by the Seller to the Buyer for the purposes of the order shall at all times remain the Seller’s and in no circumstances whatsoever shall either such documents or their contents be used for any purpose other than that for which they were supplied. The buyer agrees not to copy the design of and/or manufacture or have manufactured a similar product in the likeness of the one supplied under these conditions and the buyer unconditionally agrees not to infringe any of the sellers intellectual property rights whether registered and or implied. The buyer agrees to keep confidential all manufacturing details of the product supplied under these terms and conditions and not to make public any information whatsoever save in performance of its statutory duties. | |
| IMPORT LICENCES, DUTIES & TAXES | ||
| 9. | The Buyer shall be responsible for obtaining any import licences and complying with all regulations governing the admission of the Goods into the country of destination and for payment of all customs duties port duties, taxes and other charges and the foregoing shall be a condition precedent of the Seller performing its obligations under these terms. Any request from the buyer for Certificates of Origin, certified Invoices and the like necessary for the export/Import of the seller’s goods/equipment will incur an additional charge. | |
| LAW AND JURISDICTION | ||
| 10. | The contract shall be governed by English law. | |
| GENERAL | ||
| 11. | Any liability of the Seller under the contract shall be subject to and conditional upon the due performance and observance by the Buyer of all its obligations under these conditions and subject to these conditions, the Buyer shall not be entitled to withhold or delay payment or exercise any right of set-off whatsoever and howsoever arising or arisen which might otherwise be available to it. The contract is personal to the Buyer, who shall not assign or in any way part with the benefit thereof without the Seller’s prior written consent. The conditions and the contract shall not create or evidence, or be deemed to create or evidence, any agency or partnership between the Seller on the one hand and the Buyer or any third party of the other. Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any other such obligation. No waiver by the Seller in respect of any breach shall operate as a waiver in respect of any subsequent breach. No order may be cancelled in whole or in part by the Buyer unless conditions of cancellation are specifically agreed in writing prior to the Seller’s written acceptance of order. The Seller reserves the right to correct any errors and omissions in invoices and other documents but no liability for Customs Duty or otherwise arising out of any such error’s or omissions will be accepted. | |
| 12. | WEEE: Foramaflow is a registered WEEE Producer – Reg. No. WEE/FK0052TQ It is conditional upon the part of the Business to Business Buyer that the Foramaflow WEEE Obligation is transferred to the Buyer and the Buyer agrees to make all arrangements and pay all costs in connection with the collection, treatment, recovery and environmentally sound disposal of all WEEE arising out of this transaction and or purchase. Foramaflow will make an additional charge to the Buyer if WEEE is returned or a request for collection is made. | |
Foramaflow Limited 2024 Rev 07/2024