"The Company" Tecflo Energy Services Ltd. “The Customer” means the person that or Company by whom the order is placed. “The Goods” means the finished goods described in the order. “The Order” means the order set out below. “The Contract” means the Contract between the Customer and the Company’s written acceptance of the order or otherwise.
Unless otherwise expressly agreed in writing by a Director of the Company all products or services and/or work undertaken by the Company are supplied and/or undertaken upon these Terms and Conditions of Business and no agent or representative of the Company has any authority to vary or omit these Terms and Conditions. These Terms and Conditions of Business apply to the exclusion of all other Terms and Conditions of Business (accept any which might be implied by law in favour of the Company) and in particular to the exclusion of any which the Customer may purport to apply under an Order Conformation or Order otherwise. All orders shall be deemed to be an Offer by the Customer to contract with the Company pursuant to these Terms and Conditions.
3.1 Quotations issued by the Company whether verbally or in writing do not constitute orders and are subject to acceptance by the Company of the Customer’s order when placed and unless otherwise agreed no contract shall be concluded until written acceptance by the Company of the Customer’s order. Customers are asked to confirm all orders in writing within ten days of the original instructions.
3.2 Prices quoted or listed by the Company are (where applicable) based on prices of the Company’s suppliers – otherwise on the Company’s estimated costs at the time of quotation or listing and are subject to adjustment prior to despatch to cover any increase in such prices or costs or in taxation or duty which might take place prior to delivery and such prices are (unless otherwise stated by the Company or agreed) exclusive of VAT but inclusive of bulk packing.
3.3 Where components are to be imported the Company reserve the right to vary the price quoted to reflect the rate of exchange for purchase of the relevant currency in pounds sterling.
3.4 Prices quoted are based on specific quantities and therefore do not necessarily apply to and order for a small or greater quantity.
4.1 The Company will use all reasonable endeavours to deliver at the time stated but delivery dates shall be regarded as estimates only. The Company shall not be liable for any delay occasioned by any cause whatsoever beyond the Company’s control.
4.2 Products shall be deemed to be delivered when they leave the premises of the Company or as the case may be the premises of the Company’s suppliers in circumstances where the products are delivered direct from the suppliers.
4.3 In the case of delivery of Goods by instalments the Customer will not be entitled to treat the delivery of faulty goods in one instalment or the late delivery of any one instalment as a repetition of the whole contract.
4.4 A Variation and Delivery of up to 10% above of below the quantity of the goods ordered shall not of itself give to the Customer any right of rejection or any other rights (except in the case of an under delivery – to a pro rata adjustment of the Price payable) and the Company shall be entitled to make a pro rata adjustment to the payment due to reflect the delivered quantity.
5.1 Risk of damage to or loss of the Products shall pass to the Customer upon delivery but Property in the Products remains vested in this Company and shall only pass from the Company to the Customer upon full payment being made by the Customer of all sums due on whatsoever account or grounds to the Company from the Customer. In the event of any of the Products being sold by the Customer in such manner as the pass to a third party a valid title to each of the Products whilst any such proceeds and the Customer shall place such proceeds in a separate bank account. The Company’s rights under the clause 5.1 shall attach to the proceeds of such sale. Nothing herein shall constitute the Customer the agent of the Company for the purpose of any such sub sale.
5.2 The Customer agrees that prior to full payment being made as foresaid the Company may at any time repossess any of the Products and enter upon the Customer’s premises and remove such products therefrom (and dispose of the same in any manner it may decide) and that prior to such payment the Customer shall keep such products as a fiduciary agent a bailee and separate identifiable for this purpose.
5.3 In the event of the products becoming constituents of or being converted into other products whilst sums are due as provided in Clause 5.1 hereof of the Company shall have the ownership of and the title to such Products (but not by way of a charge) as if they were the Products and accordingly the Clause 5 shall so far as appropriate apply to such other Products subject to the Customers rights to the surplus of any monies realised by the said Products in excess of those due to the Company as provided herein.
5.4 Any implied authority that the Customer shall be entitled to sell the Products and pass property in the same to third parties in the normal course of business of manufacture other Products will continue until otherwise notified by the Customer by the Company or until the happening of any of the following events.
5.4.1 Any notice to the Customer that an administrative receiver or other receiver or manager is to be or has been appointed is respect of its of undertaking or a material part thereof or other property or assets.
5.4.2 Any notice to the Customer that a petition to wind up the Customer is to be or has been presented to the Customer under section 518 of the Companies Act 1985 or otherwise any notice to the Customer of a proposal to pass a Resolution to wind up the Customer (including any proposal by the Customer so to do)
5.4.3 A decision by the Customer to make a voluntary arrangement or composition with its creditors or any notice to the Customer and/or any of its creditors that a proposal for the same is to be or has been made.
5.4.4 The Customer being unable to pay its debts as such expression is defined by the Insolvency Act 1986.
5.4.5 Any notice to the Customer that it is to be the subject of a petition for an Administration Order presented by the Courts or the making of an Administration Order in respect of the Customer and upon this happening of any such events the Customer shall immediately notify a Director of the Company.
5.5 On receipt of written notice from the Company or on the happening of any of the events set out in Clause 4.4 above the Customers implied authority to sell the Products shall immediately withdrawn and all such Products made there from shall immediately be delivered to the Company.
The Company must be informed in writing within five working days of delivery of the Products in the event of any shortage or damage and within seven days of receipt of invoice if any of the Products have not been duly delivered otherwise such Products shall be deemed to have been accepted by the Customer as being in good order in conformity with the contract.
7.1 Unless otherwise stated payment for the Products is strictly net cash to be made by the due date stated on the Invoice. Failure to make due payment in respect of deliveries or instalments under any contract between the Customer and the Company shall entitle this to delay suspend or cancel deliveries in whole or in part at its option.
7.2 If payment is not made in full by the due date stated on the Invoice the Company reserves the right to charge interest to the Customer at the rate of 6% per annum above the base rate from time to time of Royal Bank of Scotland on the unpaid balance (such interest to accrue on a day to day basis from the date stated in the invoice (as well after as before any judgement).
7.3 Payment shall be due whether or not property in the Products has passed by virtue to Clause 5 above and the Company shall (without any prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property has not passed.
7.4 Where the Customer shall have failed to take delivery of the Products or makes default in or commits any breach of its other obligations to the Company hereunder of any of the events referred to in Clause 5.4.1 – 5.4.5 happens or ceases or threatens to cease trade or if the Company shall reasonably doubt the solvency of the Customer then in any such case the Company reserves the right to stop manufacture and deliver of any Products ordered by the Customer from he Company under the terms of any contract.
8.1 The Customer shall inspect the Products upon delivery. The Company will make good at its option by repair or replacement any defects in any of the Products due solely to defective workmanship or materials which are notified in writing to the Company and in the case of any defect discovered upon reasonable examination such notification must be made within ten (10) days from the date of delivery and in the case of any defect not discoverable upon reasonable examination such notification must be made within ten (10) days of the date such defect is actually discovered provided that the aforesaid obligations on the Company shall not extend to defects caused by damage negligence (other than employees or agents of the Company) incorrect storage or application movement installation or defects caused by fair wear and tear provided further that the aforesaid obligations on behalf of the Company shall in any event only apply to defects notified within the period of six (6) months from the date of delivery of the Products. If required by the Company and at the Customers cost the Products must be returned within fourteen (14) days of notification of the defect packaged and transported in accordance with the Company’s requirements.
8.2 Products sold by the Company which are manufactured by others are warranted only to the extent and limits of the warranty of the manufacturer.
8.3 To the extent permitted by law and save as herein set out for liability for death or personal injury resulting from negligence on the part of the Company and save for breach of the Company’s statutorily implied warranties as to title all express or implied conditions representation or warranties as to the description quality or fitness of any and all Drawings and/ or Products (or samples) supplied by the Company are expressly excluded.
8.4 Except in respect of death or personal injury caused by the negligence of the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, of any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with any Products or their use of re-sale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed then price payable by the customer therefore, except as expressly provided in these conditions.
8.5 The Company accepts no responsibility where materials or components supplied by the Customer or through its offices or from sources dictated by the Customer shall be defective or in an unsatisfactory condition and the Customer shall indemnify the Company against any loss suffered by the Company arising as a result of such defects or conditions.
8.6 Where the Contract is a Consumer Transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976 or and Primary Subordinate Legislation from time to time amending or re-enacting the same) the statutory rights of the Customer are not affected by these conditions.
The Company shall be excused from liability to the Customer if performance of the contract is prevented of hindered (in particular if an agreed delivery date is delayed) by any cause whatsoever beyond the Company’s control and in particular without prejudice to the generality of the foregoing by Act of God, war riot civil commotion Governments controls restrictions or prohibitions or any other Government act or omission whether local or national fire flood subsidence sabotage accident strike or lock out and shall not be liable for any loss or damage resulting there from suffered by the Customer.
The Customer undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its employees agents licensees and customers with any instructions given by the Company or the manufacture for the purpose of ensuring that the Products will be safe and without risk of health when properly used and will take any other steps or precautions as having regard to the nature of the Products are necessary to preserve the health and safety of persons handling using or disposing of them.
The Customer shall forthwith indemnify the Company on a full indemnity basis against all or any liability costs or expense of whatsoever nature incurred by the Company due to an illegal or actual infringement of an Patent application registered Design Trade Mark Trade Name Copyright or other Intellectual Property Right arising out of Products provided by the Company’s order in accordance with any Samples Designs Specifications and/ or Instructions given by the Customers to the Company.
Any agreement to which these terms and conditions apply shall be governed and construed in accordance with English Law and any dispute arising out of or in connection with such agreement shall be determined by the English Courts.
13.1 In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.
13.2 Failure or neglect by the Company to enforce at any time any of the provisions hereof shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole of any part of these terms and conditions and the Company’s rights to take subsequent action shall not be prejudiced thereby.