Terms & Conditions For

FIT-LOCK SYSTEMS LTD incorporating TEAM VALLEY FASTENING SOLUTIONS, MIDLAND FASTENING SYSTEMS and FIT-LOCK MANUFACTURING LTD

TERMS AND CONDITIONS OF SALE

1. The Sellers conduct business only upon and subject to, the terms and conditions printed below, which shall be deemed to be incorporated in any order received or accepted to the exclusion of all other terms except those specifically accepted by the Sellers in writing and not inconsistent with these terms. All quotations whether contained in a Price List or otherwise are for information only and are not to be considered as an offer by the Sellers. Any order by prospective purchaser shall not constitute a contract between the parties unless and until the same shall have been accepted in writing by the Sellers. Current prices are quoted but all quotations are made and all orders are accepted on the basis that the goods will be invoiced at the price ruling at the date of collection or delivery (as the case may be).

 

2. If the obligation of the Sellers, or any of these, shall be interfered with by war, strikes, accidents or any other cause beyond their control, the Sellers shall have the option to suspend or terminate any obligation then unperformed.

 

3. Any time or date named by the Sellers for delivery is intended as an estimate only and the Sellers shall not be liable in damages or otherwise for any loss occasioned by delivery after such estimated date, nor shall delay in delivery give the Purchaser any right to rescind the Contract.

 

4. No orders may be cancelled or amended without the written consent of the Sellers.

 

5. Payment for any goods is due at the end of the month following the month of delivery. All overdue accounts shall carry interest at the rate of 2 % per calendar month and pro rata for any broken period until payment.

 

6. When goods are made to the Purchaser’s pattern or specification the Sellers have the right to supply 10% more or less than the exact quantity ordered. Any such excess or shortage will be charged for, or deducted, pro rata.

 

7. If the goods are made to the Purchaser’s Pattern or specification, the Purchaser agrees to indemnify the Sellers against any loss in respect of any proceedings or otherwise resulting from any infringement of any letters patent, copyright, registered designs, registered trademarks or any other protection subsisting in favour of any third party in any such pattern or specification.

 

8. a) Where the sale is to a Purchaser “dealing as consumer” as defined by Section 12(1) of the Unfair Contract Terms Act 1977, the Purchaser shall be entitled to the benefit of the implied conditions set out in Section 13,14 and 15 of the Sale of Goods Act,1979, as amended, but all other statutory or other conditions, warranties and descriptions express or implied as to the state, quality or fitness of the goods for any purpose are hereby expressly excluded.
9. b) Where the sale is not to a Purchaser “dealing as consumer” as defined by Section 12(1) of the Unfair Contract Terms Act, 1977, then in the event of the goods supplied proving defective and the Purchaser notifying the Sellers to this effect within three months after delivery or collection (as the case may be), the Sellers will replace such goods free of charge to the Purchaser or, at the Sellers option, refund the full purchase price thereof but, subject as mentioned later in this sub-clause, this shall be the limit of the Sellers liability. In particular, the Sellers will not be responsible for any personal injuries, third party claim or consequential loss or damage, direct or indirect, of whatsoever nature arising from any defective goods apart from claims in respect of death or personal injury resulting from the negligence of the Sellers. Subject as aforesaid, all express or implied conditions, warranties and descriptions, statutory or otherwise, as to the state, quality or fitness of the goods for any purpose are hereby expressly excluded.
10. c) Whether the sale be to a Purchaser “dealing as consumer” as aforesaid or not, no warranty, condition, description or representation is to be taken to have been given or implied from anything said or written in the negotiations between the parties or their representatives prior to the making of the contract.

 

9. No liability will be accepted by the Sellers for any goods which become defective as a result of being subjected to any process after leaving the Sellers premises.

 

10. The risk in the goods shall pass to the Purchaser upon delivery to and receipt of the goods by the Purchaser or by any consignee named by the Purchaser.

 

11. Title in the goods shall not pass to the Purchaser until the Sellers have received full payment for the goods. Pending receipt of payment as aforesaid, the Purchaser shall hold the goods as bailee. The benefit of all proceeds of any dealings with the goods by the Purchaser shall be held in trust for the Sellers pending receipt by the Sellers of full payment for the goods.

 

12. The Sellers will not entertain any claim for:
13. a) Damage in transit or shortage in delivery unless notification is given by the purchaser to the Sellers within 3 days after delivery or:
14. b)   Loss in transit or non-delivery unless notification is given by the Purchaser to the Sellers within 14 days after despatch as shown on the Sellers invoice.

 

13. If the Purchaser shall default in or commit any breach of his obligation to the Sellers or if the Purchaser shall commit any act of bankruptcy or shall have any execution or distress levied upon any of his goods or property, or being a limited company shall go into liquidation (other than voluntary liquidation for the purposes of amalgamation or reconstruction), or have a receiver appointed, the Sellers shall have the right to determine forthwith any contract then existing, or any partly executed contract, without prejudice to any claim or rights which may have already accrued to the Sellers

 

14. These conditions and any Contract between the Sellers and the Purchaser shall in all respects be construed and operate as an English Contract and in conformity with English Law.

 

15. Any notice given under the contract must be in writing and sent by recorded delivery first class mail to the place of business or (if none) to the place of residence of the person to whom it is addressed and shall be deemed to have been received on the next business day following the day of posting.