STANDARD TERMS & CONDITIONS OF SALE
We (The “Supplier”) Foster & Co Weldtech Limited, a company registered in England
with registration number 03756447. Our registered address is Matrix House, Gelders
Hall Road, Shepshed, Loughborough, LE12 9NH. Orders placed by you (The
“Customer”) are accepted and a contract is constituted on condition that the following
Conditions of Sale be accepted by the customer to the exclusion of the Customer’s
conditions and any other conditions of sale or purchase and that in the event of resale the customer undertakes the responsibility of ensuring that the ultimate
purchaser is also fully acquainted with and accepts the said conditions.
1. SPECIFICATIONS AND DRAWINGS:
All quotations, drawings and information remain the Seller’s property and copyright
and are to be treated as confidential. Dimensions, weights and descriptions of the
goods stated on any offer, acceptance, catalogue or circular are approximate only
and not binding to details.
When supplying goods in respect of a particular purpose every endeavour is made to
meet the requirements of Customers from the information supplied by them. As full
information will be supplied at the request of the Customer regarding the
manufacture and capabilities of the goods no responsibility is accepted as to the
suitability of any goods for a particular purpose once an order is accepted, except
under the terms of the Seller’s guarantee.
3. DELIVERY DATES:
(a) In the event of either:
(i) The Seller being delayed or prevented from making delivery owing to an
event of force majeure arising out of or caused by an act of god, war, civil
disturbance, requisitioning, government or parliamentary restriction,
prohibition or enactment of any kind, import or export regulations, strike, lockout, trade dispute, difficulty in obtaining workmen or materials, break-down of
machinery, shortage of fuel, fire, accident or any other cause whatsoever
beyond the Seller’s control; or
(ii) Non-delivery by the Seller’s suppliers the Seller shall be at liberty to cancel
or suspend the contract without incurring any liability for any loss or damage
(b) Whilst delivery dates are given in good faith based upon information available to
the Seller at the time of quotation or tender, such dates are not guaranteed and the
Seller accepts no responsibility for delays (as defined in 3(a)(i) above) or completion
and no delay (as defined in 3(a)(ii)) shall entitle the Customer o reject any delivery or
any further instalment or part of the order or to repudiate the order or any part
thereof or to claim any damages or compensation in respect of the said delay.
4. DELIVERY: LOSS OR DAMAGE IN TRANSIT:
Delivery will take place when the goods are loaded on transport at the Seller’s works
(if the Customer arranges transport) or arrives at the Customer’s works (if the Seller
arranges transport) and risk will thereupon pass to the Customer. The Seller accepts
no responsibility for any loss or damage to goods, howsoever arising, after delivery
has taken place. Customers are strongly advised to make suitable insurance
arrangements in respect of goods during transit out of the Seller’s works. Claims in
respect of loss or damage in transit should be made direct on the carrier or
Packing cases, pallets, skids, drums and other packaging materials, if charged for,
will be credited in full if returned in good condition carriage paid to the Seller within
one month of delivery of the goods.
6. TITLE TO GOODS:
(a) Notwithstanding risk in the Goods passing in accordance with clause hereof title
in the Goods shall not pass to the Customer until whichever shall be the first to occur
of the following:
(i) payment being received by the Company for the Goods and no other
amounts being outstanding from the Customer to the Seller in respect of any
other work or goods supplied by the Seller to the Customer prior to the date of
(ii) the Customer selling the goods at the best obtainable price and on
commercially reasonable terms in the ordinary course of its business as
principal as regards sub-buyers and not as agent for the Seller in which case
title to the Goods shall be deemed to have passed to the Customer
immediately prior to delivery of the Goods to the sub-buyer.
(b) Before title has passed to the Customer under the terms of the Clause and
without prejudice to any of its other rights, the seller shall have the right to enter
upon the Customer’s premises where the Goods are stored or are thought by the
Company to be stored for the purposes of repossessing them and subsequently
(c) Until payment due under this contract and all other contracts between the
Customer and the Seller has been made in full:
(i) The Customer shall hold the Goods as Bailee of the Company and shall
store them in such a manner that they are readily identifiable as the property
of the Seller.
(ii) in the event of the sale or hire of the Goods by the Customer as Bailee of
the Seller it shall hold the proceeds of such sale or hire on trust for the Seller
in a separate bank account opened by the Customer for this purpose or
otherwise ensure that all such proceeds of sale or hire are kept by or on
behalf of the Seller in a separate and identifiable form. Forthwith upon the
receipt of such proceeds of sale or hire the Customer shall pay to the Seller
any of the aforesaid sums outstanding to the Seller and shall not use or deal
with such proceeds of sale or hire in any way whatsoever until such sums
shall have been paid.
(iii) The Seller shall be entitled to trace all such proceeds of sale or hire
charges received by the Customer through any bank or other account
maintained by the Customer.
(iv) In the event of sale or hire of the Goods by the Customer in the ordinary
course of its business the Customer shall assign its rights to recover the
selling price or hire charges from the third parties concerned to the Seller if
required to do so in writing by the Seller.
(d) As the insurable risk in the Goods shall pass to the Customer as soon as the
Goods are delivered to it or to its order pending disposal the Customer shall keep the
Goods insured in the amount of the price at which the Goods are sold to the
Customer against all insurable risks.
(e) If the goods are destroyed by an insured risk prior to the same being paid for by
the Customer, the Customer shall receive the proceeds of any such insurance as
trustee for the Seller.
(f) The Customer shall not be entitled to pledge 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 Customer does so all moneys owing by the Customer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith become
due and payable.
Prices quoted are net of VAT. Subject to credit being approved accounts are due for
payment not later than the end of the month following the month of despatch,
otherwise payment must be received by the Seller before delivery. When deliveries
are spread over a period each consignment will be invoiced as despatched and each
month’s invoices will be treated as a separate account and be payable accordingly.
The Seller reserves the right to charge interest on all overdue accounts at 1% above
current HSBC Bank rate. Failure to pay for any goods or for any delivery or
instalment shall entitle the Seller to suspend further both on the same order and on
any other order from the Customer without prejudice to any other right the Seller may
have. The Seller reserves the right where a Customer fails to adhere strictly to the
agreed credit terms or where genuine doubts arise as to a Customer’s financial
position to suspend delivery of any order or part or instalment without liability until
payment or satisfactory security for payment has been provided. Where goods are to
be delivered outside the U.K. payment must be made against delivery of the goods
or shipping documents f.o.b. U.K. Port unless credit arrangements approved by the
Seller have been made.
8. OFFER AND ACCEPTANCE (ONLINE ORDERS ONLY):
An Offer will be deemed made when the Customer places the order with the Supplier, acceptance of
the Customer’s offer will take place on dispatch. The Supplier reserves the right to accept orders
and/or supply goods at their discretion.
The goods manufactured by the Seller are supplied with the following express
guarantee the Seller takes all precautions to ensure the quality of materials and
workmanship and guarantees all goods against faulty material and/or workmanship
for a period of (six) months from the date of delivery. The terms of this Guarantee
apply only to the first owner of the goods. The Seller will in no circumstances accept
responsibility of any defects whatsoever arising from misuse of any goods or arising
out of situations outside the control of the Seller.
This Guarantee shall not apply to defects in any goods which have been altered
outside the Sellers works.
10. RESTRICTIONS ON SELLER’S LIABILITY:
(a) Subject as aforesaid, all expenses or implied warranties, conditions,
representations, undertakings or liabilities, whether imposed by statute, common
law, custom or otherwise regarding damage or loss are hereby expressly excluded
insofar that such matters are within the bounds of reasonableness and in the light of
these terms and conditions, in particular, without impairing the generality of the
foregoing, no statement or description contained in any catalogue or advertisement
issued by the Seller or in any communication from the Seller or made verbally or in
writing by any of the Seller’s agents, representatives, officers or employees shall
give or imply or be construed as giving or implying any such warranty, condition,
representation, undertaking or liability as aforesaid nor shall such statement or
description enlarge, vary or override in any way any of the conditions herein
(b) The Seller accepts no responsibility for damage, direct, consequential, contingent
or resulting loss of profits, costs, charges, expenses or other liability whether of the
Customer or of any other party, howsoever arising but within the bounds of
reasonableness, the Seller’s responsibility being strictly limited to rectification or
replacement as set out above and those matters referred to in these terms and
conditions. Such rectification or replacement will be made as quickly as possible but
the seller requires a reasonable time to affect this. A claim in respect of any defect or
failure to comply with the specification or order or in respect of any delivery or
instalment of an order or any part thereof shall not entitle the Customer to cancel or
refuse delivery of or payment for any other order, delivery or instalment or any part of
the same order, delivery or instalment.
(c) Nothing in these terms of business should affect the Customers legal rights or
limit our legal responsibility for death or personal injury, or any other liability which
the Supplier cannot limit or exclude by law.
11. PRODUCT LITERATURE REGARDING HEALTH & SAFETY:
The Seller hereby gives notice to the Customer that it has available information and
product literature concerning the conditions whereby the goods supplied will be safe
and may be operated without risk to health. If the Customer is not already in
possession of such literature or requires any information or advice in connection with
the safe use of the goods at work, the Customer should contact the Seller.
12. AGE RESTRICTIONS
Age restrictions apply to some goods supplied by the Seller. By ordering these
goods, the Customer confirms they are over 18 and that the person receiving the
delivery or collecting the goods is also over 18. The Seller reserves the right to
cancel the Customers order for age-restricted items if there is good reason to believe
you do not meet the relevant age restriction.
13. GOVERNING LAW AND JURISDICTION:
These Terms and Conditions will be governed by, and construed in accordance with,
the laws of England, and any disputes relating to these Terms and Conditions will be
subject to the exclusive jurisdiction of the courts of England and Wales.
If a provision of these Terms and Conditions is determined by any court or other competent authority
to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or
unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be
deemed deleted, and the rest of the provision will continue in effect.
The contract shall in all respects be construed and operate as an English contract
and shall be governed by English Law.