Terms & Conditions
CONDITIONS OF BUSINESS
1.1 In these Conditions:
1.1.1 “F&B” means FANS & BLOWERS Laser (Company Number 5071200) whose registered office is at MDP, The Counting House, 61 Charlotte Street, St. Paul’s Square Birmingham, England, B3 1PX and includes its successors and assigns;
1.1.2 “Conditions” means the standard terms and conditions of trading set out in this document and includes any special terms and conditions agreed in writing by a Director of F&B;
1.1.3 “Contract” means any contract for the sale of goods or the supply of services by F&B to a
1.1.4 “First Customer” means a Customer with whom F&B has never made a Contract for the supply of goods or services or with whom F&B’s last Contract was performed in accordance with its terms more than one year before the date of such Customer’s order;
1.1.5 “Defect” means a defect in the goods within the terms of 10.2;
1.1.6 “Highbridge” means F&B’s premises at Walrow Industrial Estate, Highbridge, Somerset, England TA9 4AG;
1.1.7 “Large Value Contract” means a Contract or (where F&B so elects) any two or more Contracts whenever made or to be made where the aggregate of the Price or Prices and all other sums payable thereunder exceeds £10,000 or such other sum as F&B may from time to time determine;
1.1.8 “Loan Goods” means goods supplied by F&B to a Customer on a trial, free issue or subsidised basis and identified as such on F&B's order acknowledgement form;
1.1.9 “Loan Period” means the period stated as such on F&B's order acknowledgement form commencing with the date of Manufacturing Completion of relevant Loan Goods or if not so stated a period of three calendar months commencing on such date;
1.1.10 “Manufacturing Completion” means in relation to goods the time at which such goods have been manufactured and/or assembled and tested by F&B and are ready for packing and dispatch;
1.1.11 “Normal Working Time” means the period from 8.30 am to 5 pm UK time on any day except
Saturdays, Sundays, and UK Bank and Public Holidays;
1.1.12 “Premium Delivery Charge” means the sum given as such on F&B's order
1.1.13 “Premium Manufacturin Charge” means the sum given as such on F&B's order acknowledgement form;
1.1.14 “Price” means the price of the goods or services;
1.1.15 “UK Mainland” means England, Wales and Scotland (other than any offshore island)
1.1.16 “Working Day” means any day other than Saturday, Sunday or Bank or Public Holidays in the country of the Customer and "Working Days" shall be construed accordingly.
1.2 References in these Conditions to the goods and the services are to the goods and/or the services to be supplied under a Contract, but where or to the extent that the services are the storage of goods at Highbridge clause 29 only applies.
1.3 Reference to a clause or clauses are to a clause or clauses of these Conditions.
1.4 Any notice or notification required or permitted to be given by either party to the other under these Conditions must be in writing and sent by first class post, or fax, or delivered by hand to the party to be served at its registered office or principal place of business for the time being.
2.1 These Conditions will apply in accordance with their terms to all Contracts to the exclusion of all other terms and conditions, including any terms or conditions put forward by the Customer. No conduct by F&B will be deemed to constitute the acceptance of any terms or conditions other than these Conditions.
2.2 A quotation given by F&B does not constitute an offer. No Contract will come into existence until F&B's order acknowledgment form has been despatched to the Customer.
2.3 Any assertion that any detail on F&B's order acknowledgment form is incorrect must be notified to and received by F&B before the earlier of:
2.3.1 five Working Days of the order acknowledgement date; or
2.3.2 if F&B has in the Contract or subsequently agreed to commence work on or as soon as practicable after a certain date, that date.
2.4 No variation to these Conditions (including without limitation any alteration to estimated manufacturing completion date or delivery) will bind F&B unless it is in writing and signed on behalf of F&B by a Director.
2.5 No variation to these Conditions made for any Contract has relevance to or effects any such variation to or for any other Contract.
2.6 F&B's employees or agents are not authorised to make at any time, and the Customer must not rely on, any representations concerning the goods or the services unless confirmed in writing by a Director of F&B.
3.1 Save for specifications or descriptions (if any) expressly set out on F&B's order acknowledgment form no other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature will form part of or be incorporated by reference into the Contract.
3.2 The Customer will be solely responsible for any errors in or omissions from any requirements, specifications, information or other items provided by it. F&B will not be obliged to verify whether or not any such requirements, specifications, information or other items are correct or sufficient for any purpose.
3.3 If F&B manufactures or supplies any goods or supplies any services in accordance with any requirements, specifications, information or other items supplied by the Customer which are incorrect or insufficient, infringe the rights of any third party or fail to meet any applicable safety or statutory requirements or regulations, the Customer will indemnify F&B against all damages, losses, costs, claims or expenses incurred by F&B arising out of, or in connection with, the execution of the order and the performance of the Contract.
3.4 F&B may from time to time make changes in the specification of the goods or to the manner in which services are to be supplied which are required to comply with any applicable safety or statutory requirements.
3.5 All articles, drawings, models and photographs and the like hired or supplied by F&B to the Customer in connection with a Contract (not being goods or services under a Contract) will be and remain the property of F&B, must be returned to F&B on demand and must not, without the consent in writing of F&B, be published or disclosed to any third party or made use of by the Customer except for the purposes of the Contract. F&B may charge the Customer for any of those items that are lost, damaged or not returned to F&B on demand.
3.6 Except for any which is expressly agreed to be included in the goods or as part of the services, all materials, drawings, specifications and other data provided by F&B will remain its property and all technical information, patentable or unpatentable, copyright, design right and registered designs arising from the execution of any order or the performance of any Contract will become the property of F&B.
3.7 Where the Customer supplies drawings or specifications it must request their return (if it wishes them to be returned) on supply. If return is requested F&B will take reasonable care thereof and will return the same at the Customer's cost on payment of all monies due to F&B under the Contract. f return is not requested F&B have no liability for or responsibility in respect of any such drawings or specifications and may dispose of the same when and how F&B sees fit.
3.8 The Customer warrants to F&B that neither goods supplied pursuant to a Contract nor any goods or equipment in respect of which F&B provides or furnishes any services are intended for or will be used for any use or application or in any place or country in contravention of any sanction, restriction or prohibition howsoever imposed whether by or pursuant to a resolution of the United Nations, any like body or assembly or otherwise and will indemnify F&B from and against all and any loss, costs, actions, claims, damages fines, penalties and demands arising from any such contravention.
4.1 Where the Customer supplies or is to supply to F& B free issue goods:
4.1.1 Such free issue goods are to have with them and the expression "free issue goods" in these Conditions is to include all operating and maintenance instructions requirements and recommendations all health and safety and other matters required by law and all and any additional instructions necessary for the incorporation of such free issue goods into the goods or if appropriate in the services to be supplied or provided by F&B;
4.1.2 The Customer is to deliver and unload such free issue goods at Highbridge or at such other premises as F&B may direct;
4.1.3 All such free issue goods are to be fit for their intended purpose and free from defect. F&B have no obligation to inspect such free issue goods.
4.2 F&B will take reasonable care of free issue goods but risk in such goods is at all times that of the Customer.
4.3 All free issue goods are to be supplied on a timely basis and in any event at such times as are required by F&B for the preparation of any drawings specifications or other matters and the incorporation of such goods into the goods or services to be supplied or provided by F&B under a Contract. Where such free issue goods are not so supplied F&B may without prejudice to any other remedy it may have rescind the Contract and the Customer shall on demand pay to F&B the costs incurred by it in respect of work done relating to the Contract up to the date of rescission and any costs incurred by it as a consequence of such nonsupply.
5.1 F&B supplies Loan Goods in the reasonable expectation that F&B will become the Customer's preferred supplier for goods of the kind manufactured or supplied by F&B on or before the expiry of the Loan Period. F&B will not supply Loan Goods for a particular application on more than one occasion in any three year period, or in any event to Customers not in the UK Mainland.
5.2 The provisions of this clause 5 apply in priority to any conflicting provisions of these Conditions where goods are supplied to a Customer as Loan Goods. Save as varied by this clause, these Conditions (and in particular and without limitation all Conditions concerning visits to and attendance at premises) have effect in relation to such goods.
5.3 Goods are supplied as Loan Goods only where F&B's order acknowledgement form contains a statement to that effect, and only for the Loan Period.
5.4 The Price for Loan Goods is payable as to:
5.4.1 the amount by which the normal net trading value of the Loan Goods (determined by F&B and given in F&B's order acknowledgement form) exceeds £1,000; and any Premium Delivery Charge; and any Premium Manufacturing Charge; and the cost of delivery and packing; and F&B’s price of any components not manufactured by F&B save for any standard motor comprised in the Loan Goods; in accordance with these Conditions as if Loan Goods were goods supplied by F&B in ordinary course;
5.4.2 the balance within 30 days of acceptance or deemed acceptance by the Customer of the Trial Goods, irrespective of the date of F&B's invoice for such balance. 5.5 The Customer will be deemed to accept Loan Goods: 5.5.1 on the date of its notification to F&B of such acceptance if earlier than the date of expiry of the Loan Period; or
5.5.2 on the date of expiry of the Loan Period unless the Loan Goods are returned to F&B at the cost of the Customer and received by F&B (in accordance with clause 5.6) in Normal Working Time by F&B at Highbridge in a cleaned, safe and undamaged condition. 5.6 Loan Goods are received by F&B for the purposes of clause
5.5.2 at the time and on the date given in F&B's Goods Return Note. The issue of any such Note is without prejudice to any other provisions of this clause and of these Conditions, and does not in any event imply that Loan Goods are returned in such a condition as complies with clause
5.5.2. 5.7 If Loan Goods are returned in accordance with and in the condition set out in clause
5.5.2 the balance due under clause 5.4.2 is not payable. 5.8 If Loan Goods are returned in a condition which is not in accordance with, or are not in any event returned in accordance with, clause
5.5.2: 5.8.1 F&B may (but is not obliged to) accept return of such goods and if it does so the Customer will on demand indemnify F&B against and pay to F&B an amount (to be determined by F&B) equal to the difference between the realisable value of the Loan Goods in the state in which they were returned and the value of similar goods in a reasonable condition (F&B having regard to the use or application of the Loan Goods so returned for the shorter of the actual period of such use or application or the Loan Period);
5.8.2 where F&B does not accept such return pursuant to clause 5.8.1 the balance of the Price is payable by the Customer pursuant to clause 5.4.2 and clause 29 (storage) shall apply in respect of such Loan Goods not so accepted.
5.9 F&B gives no warranty that Loan Goods (whether as supplied or as subsequently modified following discussion with F&B or otherwise) are suitable for any purpose or application, the same being supplied on a trial or concessionary basis.
5.10 All work done on or in respect of Loan Goods following their despatch to a Customer forms a separate contract for services to be provided or furnished by F&B and will be charged for accordingly, save where such work comprises (in F&B's opinion) a minor modification when F&B will carry out such modification free of charge provided that:
5.10.1 the relevant Loan Goods are returned at the cost of the Customer to Highbridge in a cleaned, safe and undamaged condition; and
5.10.2 the necessary work takes no longer than four man hours and can be effected in Normal Working Time; and
5.10.3 no replacement or new bought-in components are required for the work; and 5.10.4 the Customer arranges for and is responsible for the cost of the collection from and return of the Loan Goods to the Customer.
6.1 The Price will be the price stipulated in F&B's order acknowledgment form.
6.2 Except as otherwise stated in F&B's order acknowledgment form or as otherwise agreed in writing, all Prices are given by F&B:
6.2.1 for goods to be delivered within UK Mainland:
126.96.36.199 on a delivered basis and include delivery costs and charges (other than any Premium Delivery Charge) to a destination within 10 miles (by road) of an 'A' class road. Where such destination is more than 10 miles (by road) of an 'A' class road the Customer is to pay (and the Price given will exclude) in addition any delivery charge in excess of such charge which would have been made had such destination been less than 10 miles (by road) of an 'A' class road and the Customer must accept that (notwithstanding the generality of clause 9.4) the time taken for delivery may be longer in the case of such destination than would otherwise be the case;
188.8.131.52 excluding unloading. In all cases unloading is for the account of and is the sole responsibility of the Customer;
6.2.2 for goods to be delivered outside UK Mainland on an ex-works all charges forward basis and exclude transport, loading, storage, any Premium Delivery Charge, packaging and insurance, taxes, duties and levies. Where F&B agrees to deliver such goods otherwise than at Highbridge, F&B will arrange such delivery and insurance for the Customer as the Customer's agent and will use reasonable endeavours to effect the Customer's requirements relating thereto. The Customer will be solely responsible for all delivery costs (including in all cases transport and off-loading, packaging and insurance), taxes, duties and levies and will on demand indemnify F&B in respect of any claim or demand in connection therewith.
6.3 F&B may by giving notice to the Customer at any time before delivery, increase the Price to reflect any increase in costs which is due to any factor beyond the control of F&B such as without limitation any increase in the price of materials, parts, components, fan motors, labour, transport, or other costs of manufacture or provision any change in delivery address or place of provision, dates, quantities or specifications requested by the Customer, or any delay caused by any instructions of the Customer or failure by the Customer to give F&B adequate information or instructions on a timely basis.
6.4 The Price is exclusive of VAT and any other tax duty or levy, any licence fee or charge or any credit card charge or surcharge incurred to F&B, which is payable by the Customer and which will be due at applicable rates or appropriate costs on the date of F&B's invoice.
6.5 In the event that the Customer requests F&B to make any visits to the building or site where the goods are to be installed or the services are to be wholly or partly provided or F&B reasonably considers that such visits are necessary for the proper performance of the Contract, without prejudice to the provisions of clause 21 which shall, where applicable, apply in priority to this provision F&B may at its discretion charge the Customer for any costs reasonably incurred by it in connection with such visits.
7.1 Subject to any special terms agreed in writing or specified on F&B's order acknowledgment form, F&B may invoice the Customer:
7.1.1 for goods on or at any time after completion of manufacture or at any time after delivery of the goods or, if the Customer wrongfully fails to take delivery, at any time after F&B has tendered delivery;
7.1.2 for services on or at any time after the issue of F&B's order acknowledgement form.
7.2 Save where the provisions of clause
7.4 and/or clause
7.5 and of this clause apply, payment of the Price and VAT is due in full in cleared funds at the end of the month following the month in which an invoice is dated; and
7.2.1 payment for goods must be made even if delivery has not taken place and property in any of the goods has not passed to the Customer;
7.2.2 if services have not been provided following an act, omission or default of the Customer, the Customer will be charged and is to pay as if it were the Price a charge determined by F&B which reflects the cost to F&B of its administration and expenses properly incurred in