Trading Terms & Conditions
1 Interpretation
In these Conditions:
Buyer means the person who accepts a quotation of the Seller for the sale of the
Goods or whose order for the Goods is accepted by the Seller; Conditions means the
standard terms and conditions set out in this document and (unless the context otherwise
requires) includes any special terms and conditions agreed in writing between the
Buyer and the Seller; Contract means the contract for the purchase and sale of the
Goods incorporating the Conditions; Goods mean the goods (including any instalment
of the goods or any parts of them), which the Seller is to supply in accordance with
these Conditions; Seller means TFC Group LLP or any of its subsidiaries with whom
the Buyer enters into or proposes to enter into a Contract
2 Basis of the Sale
2.1 No variation of these Conditions is binding upon the Seller unless agreed in
writing between the authorised representatives of the Buyer and the Seller.
2.2 In the event of any conflict between these Conditions and any conditions imposed
by a Buyer's offer these Conditions shall prevail.
2.3 Acceptance of delivery of goods by a Buyer shall be deemed to amount to acceptance
of these Conditions as varied as aforesaid.
3 Quotation and Order Acceptance
3.1 A quotation by the Seller is not an offer to sell and may be withdrawn without
notice. Any order given in reliance upon a quotation is not binding upon the Seller
unless and until subsequently accepted in writing signed by the Seller.
3.2 The quantity, quality and description of the Goods shall be those set out in
the Seller's quotation (if accepted by the Buyer) or the Buyers order (if accepted
by the Seller)
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer
except with the agreement in writing of the Seller and on terms that the Buyer shall
indemnify the Seller in full against all loss (including loss of profit),damages,
charges and expenses incurred by the Seller as a result of cancellation
3.4 Performance of a Contract by the Seller is subject to availability of goods at
the time of the order.
3.5 The Seller will open a credit account for a prospective Buyer provided that the
Buyer furnishes the Seller with one Banker's and two trade references. Where a Buyer
has no credit account, cash with order will avoid delay in despatch.
4 Price of the Goods
4.1 Unless otherwise agreed in writing signed by the Seller the price of any goods
ordered from the Seller will be the Seller's standard price ruling at the date when
the goods are dispatched by the Seller to the Buyer.
4.2 Any price quoted in a quotation may be subject to alteration at any time before
the goods are dispatched by the Seller to the Buyer.
4.3 The price is exclusive of any applicable Value Added Tax, which the Buyer shall
be additionally liable to pay to the Seller.
4.4 The Seller reserves the right to charge a Small Value Order charge on orders
of less than £50 or such other small value order limit ruling from time to time and/or
not to apply its normal trade discounts to any Small Value Order.
5 Carriage, Damage or Loss in Transit
5.1 The Seller normally makes no charge for delivery, but the Seller reserves the
right to charge on deliveries outside its usual delivery area.
5.2 Where goods are specially ordered and a carriage charge incurred, the Seller
reserves the right to pass on this charge.
5.3 The Seller does not accept any responsibility for mistakes, shortage or goods
damaged in transit unless such is reported by separate notice in writing by the Buyer
to the carrier and by the Buyer to the Seller in writing within three days of delivery.
The Seller does not accept any responsibility for goods damaged in transit unless
the goods have been signed for as "Not Examined".
5.4 No claim for non-delivery of any goods in whole or in part is recognised by the
Seller unless notice in writing of such non-delivery is received by the Seller within
ten days of invoice date.
5.5 The Buyer agrees to indemnify the Seller from all losses resulting from their
failure to comply with these Conditions.
6 Design and Specification
6.1 All goods will be manufactured to the Seller's normal specification and tolerance
unless otherwise specified by the Buyer and such variation accepted in writing signed
by the Seller.
6.2 Any specification for the Goods shall be those set out in the Seller's quotation
(if accepted by the Buyer) or the Buyers order (if accepted by the Seller)
6.3 Items may differ slightly in detail from illustrations in brochures, catalogues
etc., as the Seller is constantly making efforts to provide improved designs based
on latest methods of manufacture.
6.4 All promotional matter, drawings, illustrations, designs, specifications, plans,
booklets, catalogues and any other details written or printed matter whatsoever supplied
by the Seller generally represent goods, materials or devices specified but not necessarily
the goods, materials or devices which are subject of the Seller's quotation. They
shall not form any part of a Contract based thereon and are supplied only for the
purpose of general guidance.
7 Conditions and Warranties
7.1 No Condition is made or to be implied nor is any warranty given or to be implied
as to the life or wear of any goods supplied by the Seller to a Buyer or that they
will be suitable for a particular purpose or for use under any specific conditions
notwithstanding that such purpose or conditions may be known or made known to the
Seller.
7.2 Except in respect of death or personal injury caused by the Seller's negligence,
the Seller shall not be liable to the Buyer by reason of any representation, or any
implied warranty, condition or any other term, or any duty at common law, or under
the express terms of the Contract, for any consequential loss or damage (whether
for loss of profit or otherwise), costs, expenses, or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the Seller, its
employees or agents or otherwise) which arise out of or in connection with the supply
of the Goods or their use or resale by the Buyer, except as expressly provided in
these Conditions.
7.3 The Seller shall not be liable to the Buyer in respect of any damage or loss
whatsoever caused to the Buyer or to the property of the Buyer arising out of the
provision or performance of any services provided or performed by the Seller for
any advice given to the Buyer in relation to the goods sold, whether at the request
of the Buyer or otherwise.
8 Defective Goods
8.1 Goods claimed by the Buyer to be defective shall be returned by the Buyer to
the Seller at the Buyer's expense within fourteen days of the Buyer's discovery of
such defect or within six months of the date of delivery of the goods in question
whichever shall be the shorter period. If the Seller accepts that the goods in question
were supplied by the Seller to the Buyer in a defective condition (or default of
agreement in the event of a finding by a body having jurisdiction that such goods
were supplied by the Seller to the Buyer in a defective condition) the Seller will
if practicable replace the goods originally ordered or if in the opinion of the Seller
rectification or replacement is not practicable the Seller will credit the value
of the goods in question at the invoice price.
8.2 Where a contract is made for the supply of goods by the Seller to a Buyer with
delivery to be made by instalment, the discovery of defects in goods comprised in
an instalment shall not be ground for rescission of the contract by the Buyer.
8.3 The Seller's liability with respect to any defects in goods supplied under a
contract shall be limited to its obligations under this condition. The Seller shall
not be liable for any claim for work done by a Buyer in respect of defective goods
nor for any loss damage liability or expense whatsoever arising directly or indirectly
howsoever arising and whether consequential or otherwise in respect of any such defective
goods.
8.4 No goods may be returned by the Buyer without prior agreement from the Seller.
Goods returned with the prior agreement of the Seller must be consigned to the dispatching
location, carriage paid and accompanied by a packing note stating the Seller's original
charge invoice number. The Seller reserves the right to levy the Buyer with a stocking
charge. Goods will be credited in full if returned to the dispatching location in
good condition and carriage paid.
8.5 This provision does not and will not affect any statutory rights.
9 Delivery Commitments
9.1 Delivery commitments are entered into in good faith by the Seller but unless
otherwise agreed in writing signed by the Seller time shall not be of the essence
of the Contract and the Seller shall not be liable for failure to deliver on the
specified date.
9.2 Refusal of the Buyer to accept the whole or any part of a delivery of goods at
the time specified in the Contract shall permit the Seller to treat the Buyer's refusal
as a repudiation of the Contract and to release the Seller from an obligation to
make further deliveries without prejudice however to the Seller's rights to recover
damages from the Buyer in respect of the Buyer's breach of contract.
10 Force Majeure
The Seller shall not be liable to the Buyer in respect of any failure to perform
its obligations under a Contract due to circumstances beyond its control. Such circumstances
shall include but not be limited to weather conditions, fires, breakdown in the Seller's
plant or machinery, war, requisitions, embargo, insurrection, currency restrictions,
shortage or breakdown of transport, restrictions on the use of power, lockout, strike,
industrial disputes or acts of terrorism.
11 Cancellation of Orders
A cancellation of an Order by a Buyer is not permitted except by agreement in writing
signed by the Seller. Any purported cancellation without the Seller's consent shall
amount to a repudiation of the contract by the Buyer for which the Seller shall have
a right to recover damages for breach of contract.
12 Settlement Terms
12.1 Settlement terms are monthly account. Payment is due by the last day of the
month following date of invoice, except where the Buyer is in default in the payment
of any account then all sums owed to the Seller by the Buyer on any account whatsoever
become immediately due and payable.
12.2 A settlement discount of 1?% is allowed for payment made by the last day of
the month following delivery, excluding VAT and such amounts as are marked "Strictly
Nett".
12.3 The Seller reserves the right to charge interest on overdue accounts at the
rate of 2% above the prevailing minimum lending rate.
12.4 If any repayment is in arrears the Seller reserves the option to decline to
make any further deliveries.
13 Ownership of Goods
13.1 Unless otherwise agreed in writing by the Seller the ownership of goods supplied
by the Seller shall not pass from the Seller until payment for those particular goods
has been made. Until the ownership of such goods has passed from the Seller to the
Buyer will be responsible for safe keeping of the same.
13.2 Until the property in the Goods passes to the Buyer, the Seller shall be entitled
at any time to require the Buyer to deliver up the Goods, and if the Buyer fails
to do so forthwith, to enter upon the premises of the Buyer or any third party where
the Goods are stored and repossess the Goods and to withhold delivery of any undelivered
Goods and stop any Goods in transit.
14 Export Terms
14.1 Where the goods are supplied for export from the United Kingdom, the provisions
of the Condition 14 shall (subject to any special terms agreed in writing between
the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
14.2 The Buyer shall be responsible for complying with any legislation or regulations
governing the importation of the Goods into the country of destination and for the
payment of any duties thereon.
14.3 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods
shall be delivered f.o.b at the air or sea port of shipment and the Seller shall
be under no obligation to give notice under section 32(3) of the Sale of Goods Act
1979.
14.4 Payment of all amounts due to the Seller shall be made by irrevocable letter
of credit, confirmed by a bank in the United Kingdom acceptable to the Seller, or
if the Seller has agreed in writing to waive this requirement then by acceptance
of a telegraphic transfer of funds.
15 Insolvency of Buyer
This Condition applies if: - the Buyer makes any voluntary arrangement with its creditors;
becomes subject to an administration order; becomes bankrupt; is dissolved; goes
into liquidation; a receiver is appointed; the Buyer ceases or threatens to cease
to carry on business, then without prejudice to any other right or remedy available
to the Seller, the Seller shall be entitled to cancel the Contract or suspend any
further deliveries under the Contract without any liability to the Buyer and, if
the Goods have been delivered but not paid for, the amount shall become immediately
due and payable notwithstanding any previous agreement or arrangement to the contrary.
16 General
16.1 If any provision of these Conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the validity of other provisions of
these Conditions and the remainder of the provision in question shall not be affected
thereby
16.2 The Buyer shall not be entitled to assign or otherwise transfer the Contract
or any of its rights or obligations thereunder without the prior consent in writing
of the Seller
16.3 In the event of any conflict between the foregoing Conditions on the one hand
and the conditions of business of the Buyer on the other hand, the foregoing Conditions
shall prevail except to the extent that a director of the Seller therefrom has agreed
any departure in writing. The foregoing terms shall come into force on acceptance
by the Seller of an order from the Buyer and apply to all orders.
16.4 The Buyer will use all reasonable endeavours to ensure that the Seller's confidential
information is not copied or disclosed to any third party in any manner whatsoever
except upon the prior written authority of the Seller.
16.5 The Contract shall be governed by and construed in accordance with the laws
of England and the Buyer and the Seller hereby submit to the exclusive jurisdiction
of the English Courts for the settlement of all disputes or claims which may arise
out of or in conjunction with the Contract.
