General Terms of Business
DEFINITIONS
1.1 “The Company” means Fedai Technology Limited, a company registered in England and Wales under company number 09328502, whose registered office is at 1 Callenders Industrial Estate, Paddington Drive, Swindon SN5 7YW.
1.2 “The Purchaser” means the person, firm or company to be supplied with the goods by the Contract.
1.3 “Goods” means the goods, material and/or other items to be supplied pursuant to the Contract.
1.4 “The Contract” means the contract for sale and purchase of the Goods made between the Company and the Purchaser to which these Conditions apply.
SCOPE
These Conditions apply to all sales of Goods by the Company and shall prevail over any inconsistent terms or conditions contained or referred to in the Purchaser’s order or correspondence, or elsewhere, unless specifically agreed to in writing by the Company. Any conditions or stipulations to the contrary are hereby excluded or extinguished.
QUOTATIONS
3.1 All quotations by the Company are subject to the conditions set out herein.
3.2 A quotation by the Company does not constitute an offer and/or the Company’s acceptance of the Purchaser’s order.
PRICES
DELIVERY
5.1 Goods will be despatched using a next-day courier unless a same-day delivery is requested and agreed at the time of order. Orders will remain valid and binding notwithstanding delay in delivery.
5.2 Goods sent by parcel post are deemed to have been delivered and the risk therein to have passed to the Purchaser at the moment of despatch.
5.3 Unless otherwise expressly agreed, the Company may effect delivery in one or more instalments. Where delivery is affected by instalments, each instalment shall be treated as a separate Contract.
DESCRIPTIONS
CARRIAGE
PAYMENT
8.1 Payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set-off within 30 days of the date of invoice.
8.2 If the Purchaser fails to make payment by the due date, the Company reserves the right to charge interest on the overdue amount and to claim compensation and reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time.
8.3 The Company reserves the right to suspend further deliveries, withdraw or reduce any credit facility, or require payment in advance where any amount due from the Purchaser remains overdue.
8.4 The Purchaser shall pay all amounts due under the Contract in full without any deduction, withholding, counterclaim or set-off except as required by law.
The statutory late-payment regime currently provides for interest at 8 percentage points above Bank of England base rate for qualifying B2B debts.
LIABILITY
9.1 The Company shall not be liable for any shortage in the quantity delivered unless a claim in writing shall have been received by the Company from the Purchaser within 7 days of delivery of the Goods. Where liability for any shortage is accepted by the Company, the Company’s only obligation shall be to make good such shortage.
9.2 In the event of any defect or failure in the quality, nature or condition of the Goods or failure of the Goods to comply with any specification, the Company shall replace or repair free of charge any Goods proved to have such defect or failure, provided that the defect or failure arises under proper use and solely by reason of faulty material or workmanship and written notice is given to the Company within 12 months of delivery of the Goods, after which all liability on the Company’s part shall cease.
9.3 Subject to clause 9.4, the Company shall not be liable to the Purchaser for any indirect or consequential loss, loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill or any other economic loss arising out of or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
9.4 Nothing in these Conditions shall exclude or limit the Company’s liability for:
- (a) death or personal injury caused by its negligence;
- (b) fraud or fraudulent misrepresentation; or
- (c) any other liability which cannot lawfully be excluded or limited.
9.5 Except as expressly provided in these Conditions and subject always to clause 9.4, the Company’s total aggregate liability to the Purchaser arising out of or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total price paid or payable by the Purchaser under the Contract giving rise to the claim.
This carve-out is important: liability for death or personal injury resulting from negligence cannot simply be excluded by a contractual term. Other negligence exclusions/restrictions can also be subject to a statutory reasonableness test.
CANCELLATION
FORCE MAJEURE
11.1 The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by the Company being prevented, hindered or delayed by reason of any force majeure circumstances.
11.2 In this Condition “force majeure circumstances” shall mean any act of God, fire, strike, lock-out, trade dispute or labour disturbances, accident, breakdown of plant or machinery, flood, difficulty in obtaining workmen, material or transport, or other circumstances whatsoever outside the control of the Company affecting the provision of the Goods or raw materials therefore by the Company’s usual source of supply or the manufacture of the Goods by the Company’s normal means or the delivery of the Goods by the Company’s normal route or means of transport.
WAIVER
The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
NOTICES
TITLE
14.1 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the agreed price.
14.2 Until such payment, the Purchaser shall be in possession of the Goods solely as bailee for the Company and in fiduciary capacity, and the Purchaser shall store the Goods in such a way as to enable them to be identified as the property of the Company.