The definitions and rules of interpretation in this condition apply in these conditions. “Buyer”, means the re-selling person, firm or company which purchases Goods from the Company for the purpose of re-selling to end users; “Company”, means Firexo Limited “Contract”, means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions; “End User” means any customer of the Buyer to whom Goods purchased from the Company have been directly re-sold; “Goods”, means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
A reference to any law is a reference to it as it is force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation from the time being in force made under it.
Condition headings do not affect the interpretation of these conditions.
Subject to any variation under condition 1.5 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
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 a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
The Company does not have an obligation to deliver Goods to the Buyer under a Contract where the Company has reasonable belief that the Buyer does not have the appropriate licenses and certifications to re-sell the Goods.
2.Prices
All prices quoted for fire extinguishers or other products are exclusive of:
VAT which will be added to the invoice at the standard rate; and
delivery costs, which will be kept to a minimum to cover costs.
The Company reserves the right to vary the price payable by the Buyer at any time and without prior notice provided always that the Buyer shall be entitled to cancel the Contract in writing within 7 days of notification of any such variation. Without prejudice to the generality of the foregoing the Company may vary the price to take account of (a) currency fluctuations which increase the cost of imported product (b) any extra costs incurred due to cancellation, alteration, postponement or re-scheduling, or (c) any increase in the cost of materials, labour or other manufacturing costs (whether direct or indirect).
3.Payment
No payment shall be deemed to have been received until the Company has received cleared funds.
All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision herein to the contrary.
The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement.
4.Delivery
risk in the Goods shall still pass to the Buyer (including for loss or damage caused by the Company’s negligence);
the Goods shall be deemed to have been delivered and
the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs).
All goods ordered are those goods available from stock which is unsold at the time of the Buyer’s order. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business.
Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery cannot not be made of the essence by notice given by the Buyer. If no delivery dates are specified, delivery shall be within a reasonable time.
Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges and expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
The Buyer shall take delivery of the Goods within 14 days of the Company giving notice that the Goods are ready for delivery.
If for any reason the Buyer fails to accept delivery of any Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
5.Risk/Title
The Goods are at the risk of the Buyer from the time of delivery.
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cleared funds) all sums due to it in respect of:
the Goods; and
all other sums which are or which become due to the Company from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall :
hold the Goods on a fiduciary basis as the Company’s bailee;
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 will remain readily identifiable as the Company’s property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
maintain the Goods in satisfactory condition and keep them 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.
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
any sale shall be effected in the ordinary course of the Buyer ‘s business at full market value;
any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
The Buyer’s right to possession of the Goods shall terminate immediately if:
the Buyer has a bankruptcy order made against him or makes an arrangement with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors, or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator of the Buyer or its directors or by a qualifying floating charge holder (as defined with paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding -up of the Buyer or for the granting of an administration order in respect of the Buyer , or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer ; or
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 or 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 section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
the Buyer encumbers or in any way charges any of the Goods.
On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 5 shall remain in full force and effect.
6.Shortages
The quantity of any consignment of Goods as recorded by the Company on dispatch 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.
The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
7.Returns & Refunds
If any items arrive damaged during transit customers should advise us within 24 hours of receiving their goods. After an investigation we will usually arrange a free of charge collection and offer a full refund, or replace the items with free delivery.
We will endeavour to ensure deliveries are made on a next day basis however this cannot be guaranteed, for instance when a payment is declined or delayed, the order is made after our usual business hours, or there is a logistical delay with the courier.
8.Cancellation
A cancellation fee will be levied for the cost of materials and a reasonable profit margin to be paid by the Buyer.
No cancellation of specially purchased items can be accepted.
9.Warranties
comply with the description stated in its current literature subject to standard tolerances in capacity, weight and other specifications.
be of satisfactory quality within the meaning of the Consumer Rights Act 2015;
the Buyer/End User gives written notice of the defect to the Company within 14 days of the time when the Buyer/End User discovers or ought to have discovered the defect; and
the Company is given reasonable opportunity after receiving the notice of examining such Goods.
The Buyer/End User makes any further use of such Goods after giving such notice; or
the defect arises because the Buyer/End User 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
the Buyer/End User alters or repairs such Goods without the written consent of the Company; or
the defect arises after (and because of) the provision of any maintenance service agreed separately between the Buyer and an End User.
the Company shall at its option repair or replace the Goods (or the defective part thereof) 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 Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
The Company warrants to the Buyer and to any End User that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall:
The Company shall not be liable for a breach of any of the warranties in condition 9.1 unless:
The Company shall not be liable for a breach of the warranties in condition 9.1 if:
Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with the warranties in condition
If the Company complies with condition 9.4 it shall have no further liability for a breach of the warranties in condition 9.1 in respect of such Goods
10.Limitation of liability
The following provision (clause 10.4) 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:
any breach of these conditions;
any use made or resale by the Buyer of any of the goods, or of any product incorporating the Goods ; and
any representation , statement or tortious act or omission including negligence arising under or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Consumer Rights Act 2016) are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these conditions excludes or limits the liability of the Company:
for the death or personal injury caused by the Company’s negligence; or
for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
for fraud.
11. Intellectual Property
The name Firexo is protected by registration as a trade mark and the Goods all comprise of patent protected intellectual property created by the Company in the course of its business. The Buyer acknowledges the value of this intellectual property to the Company and agrees (whether itself or through third parties) not to infringe any intellectual property belonging to the Company.
12.Force Majeure
The Company shall be relieved of all liability whatever in respect of any delay or non-performance in the fulfilment of its obligations if prevented or impeded as a consequence of (directly or indirectly) war civil commotion insurrection government restrictions or regulations transport difficulties strikes lock-outs accidents shortage of labour materials equipment fuel power machinery breakdown or any other cause whatsoever beyond the reasonable control of the Company regardless of whether such cause existed at the date of the order. At any time after any such event shall occur the Company shall be entitled to suspend or terminate the performance of the Contract.
13.Governing Law
These terms and conditions and any Contract to which they are applicable shall in all respects be construed in accordance with English law.
14. Specification Changes
The Company’s policy is one of continuous improvement and it reserves the right to make reasonable changes to product specification from time to time at its discretion.
15.Health & Safety
To the best of the Company’s knowledge and belief all its Goods comply in all respects with the requirements of all applicable health and safety legislation (including but not limited to Section 6 of the Health & Safety at Work Act 1974, the General Product Safety Regulations 2005 and the Pressure Equipment (Safety) Regulations 2016). However if any competent prosecuting authority declares that any of the Goods are unsafe or a risk to health in any respect the Buyer shall notify the Company immediately and the Company shall at its own expense make such modifications to the Goods or supply such additional replacement parts for the Goods as such authority shall consider necessary to ensure that the Goods comply with the legal or regulatory requirements. The Buyer shall ensure that the Goods will be safe and without risk to health when properly used and in particular shall ensure that the Goods are used in accordance with any instruction manual or installation instructions which the Company may supply.
16.Billing Information
Payment is required before the goods are shipped unless a credit agreement is in place.
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