FAST HYGIENE LTD
TERMS & CONDITIONS OF SALE
1. DEFINITIONS
1.1 “Customer” means the
customer placing an order for goods with the Company.
1.2 Company” means Fast
Hygiene Ltd and its subsidiary companies, affiliates and/or trading divisions.
1.3 “Goods”
means all goods which are subject to the Customer’s orders which are to be
supplied to the Customer by the Company under these terms.
2 ORDERS
2.1 All
orders are subject to confirmation by the Company and there shall be no binding
agreement between the Customer and the Company until the Customer’s order has
been accepted in writing by the Company or the goods dispatched, whichever is
earlier. Orders may not be cancelled by the Customer following such
confirmation or dispatch. The Company reserves the right to refuse any order,
including subsequent to the sending of an order acknowledgement email.
2.2 All orders placed must
comply with the Company’s prevailing ordering procedures.
2.3 All orders are accepted
subject to availability of Goods.
2.4 All
orders are subject to the minimum quantity requirements notified to the
Customer from time to time by the Company.
3 PRICES
3.1 Unless
otherwise agreed in writing Goods shall be sold and invoiced at the Company’s
current prices at the date of order. Catalogues, price lists and other material
are provided for illustrative purposes only.
3.2 Prices
include standard delivery costs in the UK but the Company reserves the
right to make an additional charge for special deliveries which shall be notified
to the Customer prior to despatch.
3.3 Prices
are exclusive of VAT and other taxes (if any) and such costs shall be payable
by and invoiced to the Customer.
3.4 The
Company reserves the right to revise prices to take into account increases in
any costs of providing the Goods which occurs between the date of order and
delivery.
4 PAYMENT
4.1 All
invoices are payable within 28 days of the date of the invoice or delivery,
whichever is the earlier.
4.2 Time is of the essence
with regard to payment of any sums due to the Company.
4.3 The
Customer shall not be entitled to withhold payment of any amount due to the
Company in respect of any claim for damage to Goods or any alleged breach of
contract by the Company, nor shall the Customer be entitled to any right
set-off.
4.4 If
the Customer makes payment without identifying the Goods in respect of which it
is made, the Company may apply such payment against any sums owed to it.
4.5 Without
prejudice to the Company’s other rights if the
Customer fails to pay any amount on the due date:
4.5.1
The Company
shall have the right to cancel any contract made with the Customer and/or to
suspend deliveries:
4.5.2
The Company
reserves the right to charge interest on a daily basis on overdue amounts at
the rate of 2% per month from the due date until payment to accrue on a day
today basis:
4.5.3
The Customer
shall indemnify the Company and keep it indemnified in respect of all costs
(including legal fees) reasonably incurred in attempting to recover such
overdue amounts:
4.5.4
The whole of
the balance then outstanding to the Company by the Customer on any account
whatsoever shall become immediately due and payable.
4.6 The Company reserves the right to require the Customer to pay
for Goods in advance if the Customer fails to maintain credit account
arrangements satisfactory to the Company.
5 DELIVERY
5.1 Delivery shall take place when the goods are unloaded at the Customer’s
premises or if different, the place specified in the Customer’s order. The
Customer shall co-operate with the Company and/or its agent to facilitate
unloading.
5.2 Dates and times quoted by the Company for delivery or deliveries
are estimates only and the Company shall have no liability for any delay in
meeting delivery dates.
5.3 The Company will endeavour to deliver the quantity of goods
ordered by Customer. The Customer may not reject the goods or part because of
short delivery.
5.4 The Company may invoice the Customer for its reasonable
additional costs (including storage) arising from any variation or delay in
delivery occasioned by the Customer’s instructions or default. Clause 4 shall
apply to such costs.
5.5 The Company may deliver goods by instalments and in such case
each instalment shall constitute a separate order, any failure to defect in
delivery of any one or more instalments shall not entitle the Customer to
repudiate the order as a whole nor to cancel any subsequent instalment.
5.6 Pallets from the Company shall be kept in good condition and
returned to the Company or its agents on demand.
6 EXAMINATION &
CLAIMS
The Customer shall as soon as reasonably practicable following
delivery examine the goods and shall notify the Company’s Customer service
department forthwith and in any event within the following time periods of any
potential claim.
6.1 In respect of damaged goods or goods not conforming to the
Customer’s order, within three days of delivery.
6.2 In respect of a
shortage in delivery within ten days of delivery.
7 SAMPLE AND
DESCRIPTION
The goods will meet their general description as shown on the
delivery note but the Company may change composition, packaging, manufacturing
processes and other such matters from time to time. Description on the packaging of the goods the
Company supplies shall not constitute representations or terms between the
parties and in particular any quantity shown on any packaging or invoice or
delivery note shall be interpreted for the purpose of contracts between the
parties as subject to the customary tolerance.
8 WARRANTY AND
LIMITATION OF LIABILITY
8.1 To the fullest extent legally permissible, all conditions and
warranties whether express or implied by statute, common law, trade usage or
otherwise are excluded, save as set out expressly in these terms.
8.2 The Company warrants that on delivery the goods are reasonably
free from defects in materials and workmanship.
8.3 The Company’s liability under these terms shall only arise if any
claim is notified in accordance with clause 6.
8.4 Subject to clause 8.3 the Company shall discharge in full any
proven liability to the Customer arising
under the warranties set out in clause 7 or clause 8.2 or otherwise as a result of breach of the terms in full
by replacing the goods as its discretion and the Customer shall accept such replacement in satisfaction of any
claims it may have in respect of the defects.
PROVIDED THAT if the goods are sold by the Customer to a consumer (as defined in the Consumer
Transaction (Restrictions on Statements) Order 1976) and as a result a claim
arises against the Customer, then the Company may discharge its liability by
indemnifying the Customer against any court order made against it or any
financial settlement in favour of the consumer arising such claim in so far as
it can be attributed to a breach by the Company. This indemnity shall be
limited to a maximum of the prices of the goods in question for each claim and
to be subject to the Customer.
8.4.1
Co-operating
with the Company in dealing with the claim
8.4.2 Keeping the Company informed of all matters
relating to the claim.
8.4.3
Conducting
any proceeding or negotiations for settlement in accordance with the Company’s
instructions and:
8.4.4
Allowing the
Company to assume the conduct of the claim should it choose to do so.
8.5 Subject to clause 8.7 below, where the Customer suffers direct
physical loss or damage which is shown to have arisen directly from a breach of
these terms by the Company, then the Company’s liability for such loss or
damage shall be limited to a maximum of the price of the goods in question.
8.6 Subject to Clause 8.7 and Clauses 8.4 and 8.5, the Company shall
not be liable for any loss or damage whatsoever, whether direct or indirect
(including but not limited to loss of profit and goodwill and any loss which at
the time this contract was made was not a reasonable result of the breach of
warranty or conditions whether or not it was a direct and natural result of
that breach) and whether arising through negligence, misrepresentation, breach
of any statutory duty, or of any condition, warranty or other item (express or
implied) of any contract or otherwise.
8.7 Nothing in these Terms shall limit the Company’s liability
arising from Section 12 of the Sale of Goods Act 1979 or in respect of any
claim for death or personal injury caused by the negligence of the Company,
under Part 1 of the Consumer Protection Act 1987, or any other liability to the
extent that it cannot be limited or excluded at law.
8.8 The parties agree that the restrictions in this Clause are
reasonable in the light of their relationship and the availability of insurance
cover.
9 TITLE
9.1 The Company shall retain full ownership of and title to all
Goods delivered to the Customer or any part thereof unless the Customer has
paid all sums owing to the Company.
9.2 While any amount
remains outstanding to the Company from the Customer.
9.2.1
The Customer
shall keep the goods as fiduciary bailee for the Company and shall Store the
goods separately from its other chattels and in a manner which clearly shows
that they are owned by the Company.
9.2.2
The Customer
shall not pledge or in any way charge by way of security for any indebtedness
any of the goods which remain the property of the Company:
9.2.3
The Customer
will deliver up or have delivered up to the Company goods upon demand and the
Company may without limiting any other rights or remedies available to it at
law in equity or by statute seize repossess and/or re-sell goods at its
discretion and in the exercise of such rights the Company may enter any
premises in which it reasonably believes from time to time any goods located:
9.2.4
The Customer
may only sell transfer or otherwise dispose of the goods to its Customers in
the ordinary course of its business and in accordance with the provisions of
these terms:
9.2.5
Where the
Customer is paid by or on behalf of any Customer or shall receive the proceeds
of any insurance claim in respect of any goods it shall pay such proceeds to
the Company as soon as is reasonably practicable to do so after receipt until
the Company is paid in full and shall hold the same as trustee for the Company
and keep a separate account of all such proceeds for such purpose:
9.2.6
The Customer
shall take all due care (or ensure that all due care is taken) of the goods and
the Customer shall bear the sole liability for insurance of the goods and shall
indemnify the Company for any loss whatsoever suffered or incurred by the
Company arising out of any failure to insure goods.
10 CUSTOMER’S
RESPONSIBILITIES
10.1 The Customer shall co-operate fully in any product hold or recall
campaign organized by the Company and assist the Company in recovering affected
goods and preventing their sale to third parties.
10.2 All information received by the Customer from the Company in
respect of the Company’s business shall be deemed to be confidential and the
Customer shall not use or disclose such information without the Company’s
express authorization unless it is publicly known (otherwise than by breach of
this obligation)
11 TRADEMARKS, PATENTS
AND COPYRIGHTS
11.1 The Customer recognizes the Company’s ownership of and title to
all trademarks, service marks, trade names, patents, copyright and other
intellectual property rights in relation to goods.
11.2 The Customer will take no action to violate, obligate, remove,
alter, conceal or misuse any such marks, trade name or copyright notice.
11.3 The Customer will promptly notify the Company if it becomes aware
of any infringement of such intellectual; property rights by any third party
and shall provide its reasonable assistance to the Company in connection with
any resultant proceedings.
12 FORCE MAJEURE
12.1 The Company shall not be liable to the Customer on any account
whatsoever in the event that the Company
is prevented from fulfilling its obligations hereunder due in whole or in part
to an event of force majeure which expression shall mean:
12.1.1
Act of God,
fire, flood. storm, power failure, reduction of power
supplies, mechanical failure or lack or shortage of materials or stock or any
other circumstance beyond the reasonable control of the Company and;
12.1.2
Whether or not
within the Company’s control, strikes, lock-outs or industrial disputes in
relation to the Company or any other party or any action taken by the Company
in connection therewith or in consequence or furtherance thereof.
12.2 In such event the Company may at its opinion either suspend
performance or cancel the contract in question or so much of it as remains
unperformed without liability for any loss and without prejudice to the
Company’s rights to reserve payment of the price of all goods previously
delivered.
13 WAIVER
No waiver by the Company of any breach of the Customer’s obligations
hereunder shall constitute a waiver of any other prior or subsequent breach or
obligation and the Company’s rights shall not be affected by any delay,
failure, forebearance or omission in enforcing any obligation of the Customer.
14 NON-ASSIGNMENT
The Customer may not assign, transfer or sub-contract the benefit or burden of an order or any part without
the prior written consent of the Company. The Company may assign, transfer or
sub-contract the benefit or burden
of any order or any part to any of its group as defined in section 5.3 of the
Company’s Act 1989.
15 SERVERABILITY
15.1 If and to the extent that any provision or any part of these Terms
is deemed to be illegal void or
unenforceable for any reason then such provision or part thereof (as the case
may be) shall be deemed to be severed from the remaining provisions or parts of
the relevant provisions (as the case may be) all of which remaining provisions
shall remain in full force and effect.
15.2 In particular, should any limitation of the companies liability
contained in these Terms be held illegal, void or unenforceable under any
applicable statute or rule of law it shall to that extent only be deemed
severed herefrom but, if the Company thereby becomes
liable for any loss or damage, such liability shall be subject to all other
relevant limitations contained in these Terms.
16 LAW
These terms shall be construed according to the laws of England and the
Company and the Customer submit to the non-exclusive jurisdiction of the
English courts in connection with any dispute or proceeding arising out of any
contract incorporating these terms.
17 NOTICES
Unless otherwise agreed in writing, all notices required to be given
by the Customer to the Company in respect of this contract shall not be
effective unless in writing and sent to the Company at its address stated. Notices may also be given by fax confirmed by
first class post on the date of transmission.
18 HEADINGS
The headings to these terms are for convenience of reference only
and shall have no effect on the construction of the terms.