|FINE IRON , Terms and Conditions of Trading for all Services and Products|
|FINE IRON Ltd TERMS AND CONDITIONS OF SALE
1.1 In these conditions the following words have the following meanings:
“the Buyer” means the persons(s), firm of company who purchases the goods from the company;
“the Company means Fine Iron Limited whose registered address is Building One, Gilfach Uchaf, Aberbran, Brecon, LD3 9NL;
“Contract” means any contract between the Company and the Buyer for the sale and purchase of the goods, incorporating these conditions;
“Delivery Point” means the place where delivery of the Goods is to take place under condition 4;
“Deposit” means an equal amount equal to 30% of the price payable in accordance with condition 7.1 or as otherwise agreed in writing between the parties
“Good” means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that
statute or statutory provision as from time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context
admits or requires.
1.4 In these conditions headings will not affect the construction of these conditions.
2. APPLICATION OF TERMS
2.1 The contract will be these conditions to the exclusion of all other terms and conditions (including and terms or conditions which the Buyer purports
to apply under and purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect
unless expressly agreed in writing and signed by the director of the Company.
2.4 Each order for goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed accepted by the Company until the Company:-
(a) is in receipt of the Deposit in cleared funds; and
(b) issues a written acknowledgement of order or (if earlier) the Company delivers the good to the Buyer.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the
Buyer. Any quotation is valid for a period of (30) days only from its date, provided that the company has not previously withdrawn it.
3.1 The description of the Goods shall be set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the
Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They
will not form part of this Contract.
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Company’s place of business.
4.2 The Buyer will take delivery of the goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence
by notice. If no dates are specified, delivery will be within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Company’s negligence), nor will any delay
entitle the buyer to terminate or rescind the Contract unless such delay exceeds (180) days.
4.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or of the Company is unable to deliver the
Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:
(a) risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
(b) the goods will be deemed to have been delivered; and
(c) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation
storage and insurance).
5. NON DELIVERY
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive
evidence of the quantity received by the Buyer on delivery unless the Buyer can provided conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the
Company within days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note
at the pro rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily
identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the
Company. On request the Buyer shall produce the policy of insurance to the Company; and
(e) hold the proceeds of the insurance referred to in condition 6.3(d) on trust for the Company and not mix them with any other money, nor pay the
proceeds into and overdrawn bank account.
6.4 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any
act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors(whether formal or
informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or as a
resolution is passed or a petition presented to any court for the winding up of the Buyer, or any proceedings are commenced relating to the insolvency
or possible insolvency of the Buyer; or
(b) the buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to
observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts
within the meaning of the section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the
6.6 The Buyer grants the Company, its agents and employees are irrevocable licence at any time to enter any premises where the Goods \re or may be
stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s price list published on the
date of delivery or deemed delivery.
8.1 Payment of the price for the Goods is due as follows:-
(a) the Deposit to be paid upon the Buyer making the order; and
(b) the remainder to be paid as specified on the invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other
8.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement, or
otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company and sum due pursuant to the Contract buyer will be liable to pay interest to the Company on such sum from the
date due for payment at the annual rate of 6% above the base lending rate from time to time of National Westminster Plc, accruing on a daily basis
until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998.
9.1 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of
delivery, the goods will:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1994;
(b) be reasonably fit for the purpose specified by the Company in writing from time to time; and
(c) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer has made known that purpose to the Company in
writing and the Company has confirmed in writing that it is reasonable for the \buyer to rely on the skill and judgment of the Company.
9.2 The Company shall not be liable for a breach of any of the warranties in condition 9.1 unless:
(a) the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the
time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such goods and the Buyer (if asked to do so by the Company)
returns such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.1 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or(if there are none) good trade practice; or
(c) the buyer alters or repairs such Goods without the written consent of the Company.
9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with any of the warranties in condition 9.1 the Company shall at its option
repair or replace such Goods (or the defective part) or refund the price of such goods at the pro rata Contract rate provided that, if the Company so
requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Company.
9.5 If the Company complies with condition 9.4 it shall have no further liability for a breach of any of the warranties in condition 9.11 in respect of such
9.6 Any Goods replaced will belong to the Company and any repaired or replacement.
10. LIMITATION OF LIABILITY
10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions
of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions; and
(b) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of the Goods
Act 1979) are, to the fullest extent permitted by law, excluded from the contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or
THE BUYERS ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4
10.4 Subject to conditions 10.2 and 10.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection
with the performance or contemplated performance of this Contract shall be limited to the price paid by the Buyer for the Goods; and
(b) the Company shall not be liable to the Buyer for any indirect or consequential loss or damage ( whether for loss of profit, loss of business, depletion
of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (however caused) which arise out of or in
connection with the Contract.
11.1 The Buyer shall nor be entitled to assign the Contract or any other part of it without the prior written consent of the Company.
11.2 The Company may assign the Contract or any part of it, to any person, firm or company.
12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without
liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the
Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly legal, invalid,
void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of it s
rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any
subsequent reach or default and will in no way affect the other terms of the contract.
13.5 The parties to this contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit
to the exclusive jurisdiction of the English Courts.