1. General- These conditions shall apply to all quotations and contracts for the supply of goods (‘the Goods’) by Filton Brewery Products Ltd (‘the Company’) unless expressly varied or excluded in writing signed by a representative of the company duly authorised in writing. Unless expressly agreed in writing any terms and conditions contained in the Purchaser's Order or otherwise shall not apply. If any of these Conditions or any part thereof is rendered void or unenforceable by law it shall be so void or unenforceable to that extent and no further and shall be deemed amended to the extent necessary to render it enforceable at law.
2. Acceptance- All orders are subject to written acceptance by the Company and are accepted on the understanding that these Conditions apply. Orders accepted cannot be cancelled without the Company's written consent and on terms which will indemnify the Company for all loss.
3. Quotations - Quotations are valid for 60 days unless otherwise agreed in writing.
4. Delivery - The Company will not unless otherwise agreed in writing signed by a representative of the Company, be liable for loss or damage to any party occasioned by delay in delivery howsoever caused, and any dates expressed in the Contract or quotation are given subject to this condition. Delivery of the goods shall take place: (i) Where the company undertakes delivery of the goods, when the goods are loaded off the Company's vehicle or that of the carrier at the station port or location specified by the purchaser, or; (ii) Where the Purchaser undertakes delivery of the goods, when the goods are loaded on to the purchaser's vehicle, or that of his designated carrier at the Company's premises or other prearranged location.
5. Prices - A. Prices are for the specific order quoted and unless otherwise stated are net of VAT or any other taxes and duties, including import and export duties and net of carriage freight insurance and delivery and special packaging or marking or testing charges, all of which shall be the responsibility of the Buyer. (a) Unless otherwise stated in the Contract, all prices apply to goods unpacked ex works and are payable strictly net in £sterling in the UK. All such prices are subject to alteration without prior notice and all orders are accepted on the understanding that they will be invoiced at prices ruling at the option of the Company will pay the price as so invoiced. (b) Any matter apart from the supply of goods, such as especially (although without limitation to the generality of the foregoing) modifications, special test or inspections, carriage, insurance, packing or samples shall be charged to the Purchaser. Goods will be consigned by Road Transport at ordinary goods rate. Orders instructing despatch by other means will be subject to an additional charge to cover the Company's extra cost.
6. Payment - (a) Unless otherwise stipulated payment is due in full by the last day of the calendar month following the month in which notification was made to the Purchaser that the goods are ready for despatch or on the last day of the calendar month following the calendar month in which the goods were despatched or installed by the Company, whichever first occurs. The Purchaser hereby waives any right of set-off it may have against the Company in respect of claims by the Purchaser against the Company. (b) Where the Contract Is to be fulfilled by separate instalments or deliveries, the terms of payment set out in sub-clause (a) above shall apply to each individual instalment. (c) Should the Purchaser fail to pay on the due date to comply with the terms of payment the Company shall be entitled to a late payment charge on the balance for the time being outstanding of 2% per month or part thereof (d) In the case of orders placed by overseas Buyers, payment will be made in pounds sterling by means of a confirmed irrevocable letter of credit approved by the Seller against presentation of the Seller’s invoice and shipping documents, unless payment is made in full by other means before despatch of the goods. (e) without prejudice to it’s other rights or those of the Purchaser, the Company will, if the Purchaser is in default of payment terms (a), (b), (c), or (d) above, and at a time of it’s choosing, but not before giving written notice to the Purchaser, employ the services of a debt collecting agency or other organisation to recover outstanding payment or goods (with reference to section 7), The full cost of recovery including third party charges, legal expenses and any other associated costs will be payable in full by the Purchaser to the Company.
7.Title and risk in the goods - (ii) The risk in the goods shall pass to the Purchaser on delivery, seven days after notification by the Company to the Purchaser that the goods are ready for delivery and delivery has not taken place, or when the Purchaser pays the price in full. (ii) As security for payment of the Purchase price until full payment has been received by the Company for all goods whatsoever supplied at any time by the Company to the Purchaser; (a) title in the goods shall remain in the Company; (b) should the goods (or any part of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, then the Company shall be deemed to have a lien over such new product to the value of the payment for the time being outstanding to the Company; (c) subject to (d) and (e) below the Purchaser shall be at liberty to sell the goods and the new products referred to in (b) above in the ordinary course of business on the basis that the proceeds of sale shall be held on trust by the Purchaser for the Company, and paid to the Company on demand; (d) the Company may at any time revoke the Purchaser's power of sale by notice to the Purchaser if the Purchaser is in default for longer than seven days in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied at any time by the Company to the Purchaser or for any other reason whatsoever) or if the Company has bona fide doubts as to the solvency of the Purchaser; (e) the Purchaser's power of sale shall automatically cease if a receiver is appointed over any of the assets or the undertaking of the Purchaser or a winding up order is made against the Purchaser or the purchaser goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation}or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy.; (f) upon determination of the purchasers power of sale under (d) or (e) above the Purchaser shall place the goods and the new products at the disposal of the Company who shall be entitled to enter upon any premises of the Purchaser for the purpose of removing the goods and new products from the premises (including severance from the realty where necessary).
8. Undertaking and Exclusion of liability - (i) in the event of any defect being disclosed in any goods or parts thereof supplied by the Company within one year from the date of installation or delivery, the Company undertakes to consider any claim and examine the goods alleged to be defective and should any fault, due to defective materials supplied by or workmanship on the part of the Company, be found on such examination to repair the defective part or parts, or at the option of the company, to supply free of charge new goods in place of those acknowledged by the Company to be defective. (ii) The above undertaking is limited to the supply to the Purchaser free at the purchasers premises of the new or repaired goods in exchange for those acknowledged by the Company to be defective. (iii) The undertaking as set out in (i) above shall apply to any replaced goods provided hereunder during the unexpired portion of the undertaking period applicable to the goods for which the replacement has been performed. (iv) Other than stated above, the Company undertakes no liability whatsoever in respect of goods sold by it, and shall in no circumstances be liable in respect of loss, damage or delay, injury or expense direct or consequential suffered at any time whether before or after goods may have been repaired or replaced, and howsoever caused, even if caused by negligence or break of duty by the Company, its servants or agents. The terms set out herein are conclusive of the relations between the Company and the Purchaser and the Company shall be under no liability whatsoever by reason of any representation, statement or warranty, nor shall there be implied in any contract of sale any terms, condition or warranty statutory or otherwise. (v) The Company shall not be liable for affixing any warning notices on the goods or their packaging which shall, where relevant, be the responsibility of the Purchaser, who as an expert in the field, is deemed to have full knowledge of the goods, as regards safety and otherwise. The Company shall not be liable in any circumstances for any losses of profit or economic loss which the Purchaser may suffer arising from use of the goods by the Purchaser or a third party.
9.Checking Goods - Unless the Buyer notifies the Seller in writing within 7 days from date of delivery that the Products are rejected, the Buyer will be deemed to have accepted the Products. The notice must provide details of the reasons for rejection and the notice my be accepted or repudiated in the Seller’s complete discretion. Notwithstanding this condition, The Buyer shall be entitled to exercise the remedies afforded to it under Condition 6 hereof, ‘Product Warranty’
10.Indemnity - The Company shall not be liable for and the Purchaser shall indemnify and hold the Company harmless against all claims by any person in tort or for infringement or alleged infringement of patents copyright or registered designs or otherwise arising directly or indirectly in connection with work done by the Company on the goods in accordance with Purchaser's specifications or with the siting or installation of the goods.
11. Termination - Without prejudice to its other rights, the Company may by giving written notice to the Purchaser elect to terminate the Contract forthwith on the happening of any one of the following events:- (i) if the Purchaser shall repudiate or commit any serious breach of the Contract; (ii) if the Purchaser shall commit any other breach of the contract and shall not have remedied the same within one month of having been requested by the Company by notice in writing to do so; (iii) if any distress or execution levied upon or against any of the chattels or property of the Purchaser is not satisfied within 21 days after the date of such levy or enforcement; (iv) if the Purchaser is granted a moratorium by or enters into a composition of debts with its creditors; (v) if the purchaser shall commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Purchaser; (vi) if an order be made on a resolution passed for the winding-up of the Purchaser, unless such resolution is made for the purposes of reconstruction or amalgamation; (vii) if a receiver or equivalent officer is appointed of the undertaking of any of the property and assets of the Purchaser.
12. Descriptive Matter - Descriptive matter, illustrations, estimate of performance, dimensions and weights, contained in documents issued by the Company are to be regarded as being for guidance only and are not binding on the Company in any way. The Company's policy is one of continuous improvement and the right to change designs at any time without notice is reserved.
13. English Law - The terms and conditions of any Contract between the Seller and the Buyer and all rights and obligations of the Parties shall be governed in every respect by the laws of England. The Parties agree to submit all disputes to the exclusive jurisdiction of the English Courts.
14. Entire agreement: These terms and conditions represent the entire and complete terms and conditions applying to any contract between the Parties and no other terms and conditions shall have application unless acknowledged to have application in writing by a duly authorised representative of the Seller.
15. Force Majeure - The Seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the Contract due to any cause outside the reasonable control of the Seller including, but not limited to, non availability of materials or failure of original manufacturer or supplier carrier or subcontractor to deliver the goods or deliver the goods on time and any governmental administrative laws and/or regulations affecting the Sellers performance.