Any sale by Firetrace Ltd. as the seller (hereinafter referred to as “FL”) is expressly made conditional on the assent of the customer (hereinafter “Buyer”) to these Terms and Conditions of Sale. Buyer’s taking delivery of any part of products/services sold shall constitute such assent and a waiver of all terms and conditions in its purchase order or similar document which are different from or additional to those set forth herein
1. PRICES AND TERMS OF PAYMENT
1.1 Unless otherwise specified by FL in writing, prices and terms of payment shall be 30 days net of invoice. FL reserves the right to change or withdraw prices for the products or services it offers for sale without prior notice. If FL’s price for any product or service is increased, the price in effect prior to the increase will apply to orders received prior to the effective date of the increase and shipped within a period of 30 days after the effective date of increase. Partial shipments or performance made within this period will not obligate FL to make further shipments or performance at these prices after the expiration of the 30-day period.
1.2 Prices are in Sterling Pounds unless otherwise specified.
1.3 Unless otherwise specified by FL in writing, all taxes and other charges imposed by federal, state, local, or foreign governments on the manufacture, sale, shipment, import, export, or use of the products or services shall be added to the price and billed to and paid by Buyer. Buyer shall defend, indemnify and hold harmless FL from and against all liabilities for such taxes or charges and attorneys’ fees or costs incurred by FL in connection therewith.
Any quotation or proposal is subject to change or cancellation by FL at any time with notice and in any event expires 30 days from its date, unless otherwise indicated therein or extended in writing by FL. FL’s quotation or proposal does not constitute an offer by FL, and any order or orders placed thereon are not binding on FL until FL’s acceptance in writing has been sent to Buyer. The banking, negotiation, endorsement, or other use of Buyer’s down payment, if any, shall not constitute acceptance by FL.
3. DELIVERY – FL shall have the right to make deliveries or perform services in instalments. Partial shipments or performance will be billed as made and payments therefore are subject to the terms of payment referenced herein. All delivery indications or completion dates are estimated and are dependent in part upon prompt receipt of all necessary information to service an order. FL reserves the right to allocate, in its sole discretion, inventories, production, and services when such allocation becomes necessary. In no event will FL be liable for any premium transportation, re-procurement, or other costs or losses incurred by Buyer as a result of FL’s failure to deliver products in accordance with indicated delivery/performance schedules.
4. OTHER WARRANTIES, LIMITATION OF LIABILITY
4.1 FL warrants that its products, at the time of shipment by FL, possess the pressure characteristics as set forth in and will perform, for the respective warranty periods specified in the applicable in accordance with the applicable manufactures data sheet when operated within the operating condition limitations set forth therein.
4.2 To assure conformance with such operating limitations, Buyer should refer to the applicable data sheet / commissioning procedures.
4.3 Such warranty does not apply: (i) if the product has been exposed to unusual or excessive environmental, mechanical, electrical, or thermal stress during the course of installation or use, or (ii) if the absolute maximum ratings are exceeded for any reason including, but not limited to, equipment design and improper device installation or application, or (iii) if product malfunction is the result of misuse, abuse, improper installation, commissioning, application, alteration, accident, or negligence in use, storage, transportation, or handling, or if the original identification markings on the product have been removed, defaced, or altered.
4.4 In order to permit FL to properly administer this warranty, Buyer shall (i) notify FL promptly in writing of any claims, and (ii) provide FL with the opportunity to inspect and test the product claimed to be defective. Such inspection may be on Buyer’s premises and/or FL may request the return of the product. However, FL shall not be responsible for packing, inspection, or labour costs in connection with the return of product. In order to avoid administrative difficulties that result from unauthorized returns, Buyer shall request a formal Return Authorization from FL before returning product for any reason.
4.5 The liability of FL hereunder or otherwise is solely and exclusively limited to replacement, repair, or credit at the purchase price, for any product which is returned by Buyer during the applicable warranty period or services for which timely notice of defect has been given by Buyer and which are found by FL to be subject to adjustment under this warranty.
IN NO EVENT SHALL FL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF ANTICIPATED PROFIT OR OTHER ECONOMIC LOSS OR FOR ANY DAMAGES ARISING IN TORT WHETHER BY REASON OF STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE.
4.6 FL’s warranty as herein set forth shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of FL’s rendering of technical advice, facilities, or services in connection with Buyer’s order or the products furnished hereunder. This does not affect your statutory rights as a consumer.
4.7 The foregoing warranty extends to Buyer of FL and not to purchasers or users of such Buyer’s products, except that if Buyer is an authorized distributor of FL, the foregoing warranty (and no other), subject to the terms and conditions thereof, may be extended to purchasers from such distributor of the products covered hereby. FL MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
5. INSPECTION OF PRODUCTS – Products shall be inspected by Buyer upon delivery and services, upon performance. Notice of rejection or claim for shortages, damaged product, or other nonconformity must be submitted by Buyer to FL in writing within 30 days of shipment or performance, and must specify the particular respects in which the delivery, products, or services, as applicable, are nonconforming. Buyer shall have no right to exercise any remedial rights until notice of nonconformity has been given to FL and FL afforded a reasonable opportunity to cure such nonconformity, if appropriate.
6. RETURNS – Requests for the return of products because of “ordered in error” or “cancellation” (after shipment has been made) must be made within 30 days of shipment. If approval is given by FL to return product, a restocking charge will be deducted from the amount of credit issued by FL. NO UNAUTHORIZED RETURNS WILL BE ACCEPTED. A RETURN AUTHORIZATION NUMBER ISSUED BY FL MUST ACCOMPANY ALL RETURNS.
7. FORCE MAJEURE – FL shall not be under any liability whatsoever to Buyer for non-delivery or delay in delivery products/services directly or indirectly caused by unforeseen circumstances or resulting from an Act of God; outbreak of hostilities (whether or not war is declared); insurrection; riot; civil disturbance; Government Act or regulation; fire; flood; explosion; production delays; accident; theft; climatic conditions; shortage of material; strike, lockout, or trade dispute (whether FL’s or another party’s employees); or other cause beyond FL’s reasonable control. In the event of any deliveries/services being suspended or delayed on account of any such aforementioned events or circumstances, the period of the contract shall be correspondingly extended or, if deliveries/services are suspended for six months or more, FL may, at its option, exercisable by notice in writing to Buyer, cancel the contract with respect to any undelivered products/services without liability upon FL and without relieving Buyer of its obligation to pay for any products/services which have been delivered.
8. SECURITY INTEREST – FL reserves a security interest in the products sold hereunder and in proceeds thereof to secure payment of the purchase price.
9. BUYER’S SOLVENCY – Buyer’s order shall constitute a representation that Buyer is solvent, and FL is relying upon such representation. If FL at any time reasonably believes that Buyer is insolvent or that Buyer’s credit is impaired, Buyer shall be in material breach hereof and FL may, without liability to Buyer, withhold performance hereunder, change the payment terms including without limitation declaring all amounts to be immediately due and payable, and/or repossess products previously delivered.
10. FL’S DAMAGES – If Buyer wrongfully rejects or revokes acceptance of products/services covered hereby, or fails to make any payment when due, or repudiates this order, FL shall have all the rights and remedies provided by law and, without limitation of the foregoing, may recover as damages, where permitted by applicable law, the price including a late payment or interest charge from due date at one and one-half percent (1-1/2%) per month on the unpaid balance, but not to exceed the maximum rate of interest permitted by law, and any costs of collection, including reasonable solicitors’ fees. As to all partially manufactured products, FL may, at its option, complete their manufacture and hold Buyer responsible for their price. Upon recovery of the price, the products shall become the property of Buyer.
11.1 No addition to, deletion from, or modification of any of the provisions of these Terms and Conditions of Sale shall be binding upon FL, unless made in writing and signed by a duly authorized officer or employee of FL. Oral statements, warranties, or representations made by any agent or employee or representative of FL are not authorized by FL and shall be of no force or effect. These Terms and Conditions of Sale are the final, complete, and exclusive statement of the terms of the
agreement between FL and Buyer. ANY DIFFERENT OR ADDITIONAL TERMS PROPOSED BY BUYER ARE OBJECTED TO AND HEREBY REJECTED.
11.2 A waiver by FL of any default by Buyer or of any of these Terms and Conditions of Sale shall not be deemed to be a continuing waiver or a waiver of any other default or of any other of these Terms and Conditions of Sale, but shall apply solely to the instance in which the waiver is directed.
11.3 Buyer may not assign this agreement without FL’s written consent.
11.4 These Terms and Conditions of Sale shall be construed in accordance with the laws of England in the County Court of Ipswich, Suffolk. Any claims arising hereunder by either party shall be brought in an appropriate court of general jurisdiction in the County Court of Ipswich, and Buyer irrevocably accepts the jurisdiction of such courts.
12. ENGLISH EXPORT LAWS
12.1 FL’s obligations are subject to the export administration and control laws and regulations of England. Buyer shall comply fully with such laws and regulations in the export, resale, or disposition of products.
12.2 Quotations or proposals made, and any orders accepted by FL from a Buyer outside the UK are with the understanding that the ultimate destination of the products is the country indicated therein. Diversion of the products to any other destination contrary to English law is prohibited. Accordingly, if the foregoing understanding is incorrect, or if Buyer intends to divert the products to any other destination, Buyer shall immediately inform FL of the correct ultimate destination.