1. Definitions
1.1 “the Company” means Famos
1.2 “the Client” means the person, firm, company
or entity placing an order with the Company.
1.3 “the Goods” means the goods to be supplied
by the Company to the Client described in the Order.
1.4 “the Order” means the order described on the
Company’s written confirmation of Order.
1.5 “the Contract” means the contract created by
the Company’s written or verbal confirmation of Order.
2. Variations of Conditions
2.1 agent or representative of the Company, has
the authority to accept orders on any other terms and conditions,
or to vary these terms and conditions without the prior written
agreement of a Director of the Company.
2.2 No Order shall be binding on the Company unless
accepted in writing by the Company on its confirmation of Order
form. The Company reserves the right to accept or decline any order.
3. Quotations and Prices
3.1 All prices, estimates, and quotations whether
verbal or in writing do not constitute offers and are subject to
the Company’s written confirmation of Order on receipt of the Client’s
order and no contract.
3.2 All prices quoted by the Company are exclusive
of delivery unless otherwise stated and are based on the price of
the Company’s supplies and on the Company’s estimated costs at the
time of quotations, and are subject to revision prior to completion
to cover any increase in such prices or costs, or in taxation or
duty which might take place prior to completion. Prices are exclusive
of VAT and all other taxes and duties which shall be for the account
of the Client.
4. Quantity Variations
4.1 The Goods delivered may vary up to 10% above
or below ordered quantities without being in breach of this Contract
and the Client shall be charged pro-rata to the rate applicable
to such contract.
5. Delivery and Risks
5.1 Where delivery of the goods has been agreed
as part of the quoted price, delivery of the goods shall be made
to the address specified in the Order by any method of transportation
regarded as suitable by the Company.
5.2 The Company will take all reasonable measures
to deliver at the time stated but unless expressly agreed by the
Company in writing delivery dates shall be regarded as estimates
only. Notwithstanding any specific data mentioned in the Contract,
time shall not be of the essence so far as concerns delivery of
Goods.
5.3 Risk of loss or damage to the Goods shall pass
to the Client at the time when the Goods are unloaded at the Clients
premises or such address as shall be specified in the Order or,
(where the Company is not responsible for delivery of the Goods)
upon collection from the Company’s premises.
6. Title to Goods and Copyright Ownership
6.1 The property in the Goods shall not pass to
the Client until all sums due or owing to the Company by the Client
on any account whatsoever have been paid. Such sums shall not be
treated as being paid until any cheque, Bill of Exchange or other
instrument of payment given by the Client has been met on presentation
or otherwise honoured in accordance with its terms. The Company
may sue for the whole of the price at any time after it becomes
payable.
6.2 Until property in the Goods passes to the Client.
(a) the Company may at any time retake , sell or
otherwise deal with the Goods the property in which remains in the
Company and for these purposes shall be entitled at any time without
notice to enter any premises where those Goods are stored or it
reasonably believes them to be stored; and
(b) the Client shall not deal with, pledge or
dispose of the Goods.
6.3 Payment for the Goods shall fall due in accordance
with clause 8 and the Company may sue for the price of the Goods
notwithstanding that property in the Goods has not passed to the
Client. The recovery by the Company of any Goods under this clause
shall be without prejudice to its rights to sue for the sale price.
6.4 All design devices remain the property of the
Company at all times and cannot be reproduced without the prior
consent of the Company except where the design devices have been
specifically licensed and paid for in full. The Company reserves
the right to withdraw the license if the design devices are altered
or tampered with.
6.5 The Client shall be fully responsible for,
and shall indemnify the Company against any and all claims and actions
and liabilities falling upon the Company which arise from the publication
or use of such information, claims or materials supplied by the
Client, which contravene any applicable law, regulation or code
of practice.
7. Claims
The Client immediately on delivery must inspect all Goods. If any Goods are damaged or lost or if (subject to clause 4.1) there has been any short delivery, the Client must endorse the consignment note accordingly and submit a detailed written claim to the carrier within three days of delivery of the goods and supply a copy of such a claim to the Company within seven days of delivery of the Goods. The Client’s signature on the consignment note without any such endorsement shall release the Company from any liability in respect of damage or loss in transit or short delivery.
8. Payment
8.1 Payment of invoices is 7 days from the date
of invoice, unless a prior agreement has been made with the managing
director. 8.2 The Company reserves the right to charge for the costs
of collecting overdue sums and interest at the rate of eight percent
(8%) per annum above the Base Lending Rate for the time being of
the National Westminster Bank plc(both before and after judgment
and compounded quarterly) on any sums not received by the date referred
to in 8.1 above from that date until payment is received in full
by the Company. We understand and will exercise our statutory rights
to claim interest at 8% over base rate under the late payment legislation
if we are not paid according to agreed credit terms
9. Cancellation or Amendment
9.1 Orders confirmed in writing cannot be cancelled
or amended except with the Company’s prior written consent and on
terms which will indemnify the Company against any loss it suffers
as a result of such cancellation.
9.2 The Company can cancel immediately any outstanding
order if the Buyer fails to make any payments outstanding on previous
orders delivered and not paid within its terms.
10. Liability
The sole liability of the Company shall (at its option) be the replacement of the Goods concerned or the refund of the price paid to the Company in respect of the Goods concerned. The Company shall not under any circumstances be liable for any indirect, special, consequential or economic loss, loss of trade or reputation, loss of contracts, revenue, goodwill , profits or other benefits whether arising from breach of contract, negligence or otherwise howsoever. The Company shall be under no liability to the Buyer for any loss occasioned by the failure of the Buyer to comply with any instructions given by the Company whether written or oral in respect of the Goods or as a result of the misuse of the Goods by the Buyer.
11. Force Majeure
The Company shall be under no liability whatsoever for any delay or failure in the performance or any of its obligations due to causes beyond its control including without limitation from non delivery or delays in delivery of any Goods due to or resulting by war, strikes, lock outs, fire, floods, explosion, government restrictions, inability to obtain materials or labour or act of God.
12. Legal Interpretation
The construction, validity and performance of the contract shall be by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
13. Warranty
13.1 The Company warrants that at the time of risk
passing to the Buyer the Goods will be free from defects arising
from faulty materials or workmanship of the Company in their production.
Any claim under this warranty must be made within 28 days following
the date of delivery(or collection from the Company’s premises where
the Company is not responsible for delivery) of the relevant goods.
13.2 All other warranties, conditions, undertakings
or terms whether express or implied as to condition, quality, fitness
for purpose or merchantability are excluded to the fullest extent
permitted by law.
13.3 Nothing in these terms shall limit the liability
of the Company for death or personal injury caused by its negligence.
14. Assignment
Neither party may assign a Contract without the written consent of the other. The Company may perform its obligations through sub – contractors and/or other members of the group of companies (as defined in section 736 of the companies Act 1985 as amended) of which it is from time to time part.
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