Terms & Conditions of Sale

All quotations given and orders received, including those given verbally, or via e-mail, fax,  post or other written format, are subject to the following Conditions of Sale.

In these Conditions:

“the Company” means E.Farrington & Co. Ltd.

“the Contract” means the acceptance by a Customer of a quotation given by the Company to the Customer, or; acceptance by the Company of an Order placed by the Customer

“the Customer” means any person, firm or corporation placing an order with the Company for the supply of Goods and/or services
“the Goods” means the Goods and/or services to be supplied to the Customer by the Company under the Contract

1. APPLICATION AND VARIATION OF CONDITIONS

a) These Conditions shall be incorporated in all Contracts for the sale of goods and/or Services by the Company and shall prevail over any provision of the Customer’s order which is inconsistent with them.

b) These conditions cannot be varied without the prior written agreement of the Company stating the variation and referring expressly to the Condition which is to be varied.

2. FORCE MAJEURE

a) The Company cannot accept any liability to the extent to which the fulfilment of its obligations is prevented, frustrated or impeded as a consequence of any statute, rules, regulations, import and export restrictions or as a result of strikes, lock-outs or industrial action by any kind, fire accident, civil disturbance, weather, Act of God, orders or requisitions by any government department, Council or other competent authority or any other circumstances beyond our control. The Company will however take all reasonable steps to overcome difficulties arising therefrom.

b) If by reason of any of such circumstance, performance within a reasonable time becomes impossible either party shall be entitled to terminate the Contract by notice in writing to the other.

3. QUOTES AND ORDERS

a) Quotations by the Company unless otherwise stated in them shall be open for acceptance within thirty days of the date of the quotation, unless material prices govern otherwise.

b) All Quotes are subject to fluctuation in the price of materials in the period between the date of the quote and acceptance by the Customer. Prices are subject to confirmation at the time of such acceptance in circumstances where material price fluctuation occurs.

c) Any quotation includes only such goods; accessories and work as are specified therein. Erection, Installation or Commissioning is not included unless specifically agreed in writing. The Company’s terms for erection, installation or commissioning are available on request and will apply to any contracts or orders only to the extent that the Company accepts an order for such work.

d) Each order or acceptance of a quotation by the Customer shall be deemed to be an offer by the Customer to the Company subject to these conditions.

e)The acceptance by the Company of all orders placed by the Customer is subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions the Customer purports to apply under any purchase order, confirmation of order, specification or any other document) and no variation of or addition to these conditions may be made unless confirmed in writing by the Company.

f) All specifications, performance criteria, drawings, dimensions submitted with any tender are approximate only and intended merely to present a general idea of the goods described therein, and none of these will form part of the Contract unless specifically approved by the Customer.

f) The Customer acknowledges that it has not relied on any statement, promise, representation made or given on behalf of the Company which is not set out in the Contract.

g) The employees or agents of the Company are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of Contract, any such representations which are not so confirmed

4. DELIVERY DATES AND DELIVERY

a) Dates or periods for delivery are approximate and are given for information only. Failure by the Company to comply with any such dates or periods shall not constitute a breach of Contract and shall not entitle the customer to treat the Contract as terminated or to any other remedy against the Company.

b) The Company shall be entitled to charge the customer the costs of transportation of the goods to the destination specified by the Customer.

c) If the Company so agrees the Customer may collect the goods in which event when the Customer is notified that the goods are ready for collection the Customer shall collect them within three days of being so notified and if the customer fails to do so the Company may despatch the goods to the customer sat the Customer’s risk and expense.

5. PASSING OF RISK IN THE GOODS

a) The risk in the goods shall pass to the Customer upon delivery.

b) Delivery shall be deemed to take place:

i) In the case of goods to be collected from the Company’s premises by the Customer or the Customer’s agent including any independent carrier engaged by the Customer; at the time when the loading of the goods onto the vehicle collecting them is completed.

ii) In any other case when the unloading of the goods at the location nominated by the Customer or the Customer’s agent for delivery has been completed.

6. LOSS OR DAMAGE IN TRANSIT

a) The Company will entertain a claim by the Customer in respect of loss or damage in transit to the location nominated by the Customer or his agent only if:

i) The Customer gives written noticed to the Company within 24 hours after receiving the goods and having signed all delivery notes indicating such damage or loss.

ii) Where an independent freight carrier transports the goods; the Customer complies in all respects with the freight carriers conditions of carriage for notifying claims for loss or damage in transit.

7. ACCEPTANCE OF GOODS

a) The Customer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the Contract unless:

i) Within 21 days of receipt of the goods and prior to their use or resale the Customer serves upon the Company a written notice specifying any defect in the quality or state of the goods, or other respect in which the goods are not in accordance with the Contract which would be apparent upon careful inspection and thereafter provides the Company with a reasonable opportunity of inspecting or testing the goods before they are used or resold.

ii) In respect of any defect in the quality or the state of the goods or other respect in which the goods are not in accordance with the Contract that would not be apparent upon careful inspection; the Customer serves on the Company written notice of such defect or respect forthwith upon it’s discovery and, in any event, not more than 12 months after receipt of the goods specifying the matters complained of and affording the Company a reasonable opportunity of inspecting the goods before any making good or replacement is undertaken. The Customer shall provide such opportunity notwithstanding that the goods may have been incorporated into the property of a third party or are located in or above or under land or premises of a third party.

8. DEFECTS IN THE GOODS

a) Following delivery, the Company’s liability is limited to making good any defects in Goods manufactured arising solely as a result of defects in materials supplied by the Company or in its workmanship or; at the Company’s absolute discretion, to refund the sums actually paid by the Customer under the Contract and then only if notice in writing of any such defects is served on the Company by the Customer within seven days of delivery and payment in full having been made.

b) If required by the Company, the Goods claimed to be defective will be returned to the Company at the expense of the Customer.

c) No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work have been done to the Goods by any person except the Company.

d) Where the Goods have not been stored in suitable and satisfactory conditions then the Company shall not be obliged to make good any defects in the Goods or offer a refund as set out in clause 11 a) above.

9. LIABILITY

a) Except in the case of death or personal injury caused by the Company’s negligence, the Company’s liability under or in connection with the Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid by the Customer under the Contract to the Company.

b) The Company shall not be liable to the Customer in contract, tort, negligence, breach of statutory duty nor otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Customer of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

c) The Customer shall indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company employees and third parties, infringement of third-party intellectual property, or third-party losses by reason of or arising out of any information supplied:

i) to the Company by the Customer or;

ii) supplied to the Customer by the Company, its employees or suppliers;

within or without the scope of the Contract. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in Contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

d) The Company and Customer acknowledge that, in entering into the Contract:

i) they do not do so in reliance on any representation, warranty or other provision except as expressly provided in the Contract, and;

ii) any conditions, warranties or other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

e) The Company shall not be liable for the acts or omissions of any third parties to the Contract.

f) No person who is not a party to this Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Contract.

10. FREE ISSUE MATERIALS

a) Although every care is taken in handling Customers free issue materials (being all free issue materials of third parties delivered to the Company by or on behalf of the Customer), the Company is not responsible for the behaviour of the materials during any manufacturing process undertaken on or using those materials under the Contract. If the material collapses, distorts, fractures or breaks during such process(es) the Company shall not accept any claims whatsoever for its loss and for the avoidance of doubt the Customer shall remain responsible for payment. Free issue materials are handled and processed entirely at the Customers own risk.

b) The Customer acknowledges and agrees that when supplying free issue materials to the Company

 they shall:

(i) co-operate with the Company as the Company requires;

(ii) provide to the Company such information and documentation as the Company reasonably requires;

(iii) instruct the Customer’s staff and agents to co-operate and assist the Company;

(iv) provide the Company, in a timely manner, such free issue materials as the Company may require;

(v) ensure that the free issue materials supplied are safe to undergo the required process(es), without any risks to health or safety; and

(vi) notify the Company in writing of any special precautions which need to be taken.

c) The Company may charge the Customer for any additional reasonable costs and expenses incurred by the Company caused by the Customer’s instructions, failure to provide instructions, or failure to comply the above clause.

d) If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

e) The Customer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract as set out above, subject to the Company confirming such costs, charges and losses to the Customer in writing.

11. TEST CERTIFICATES

a) The Company shall not be obliged to provide test certificates unless the Customer has requested such certificates at the time of placing the Order and the Company shall be entitled to charge a reasonable fee for each such certificate.

12. PRICE AND PAYMENT

a) The Company reserves the right to vary the price of the goods without notice to the Customer at any time before despatch.

b) Unless alternative terms have been agreed in writing with the Company, the Customer shall pay for the goods supplied and invoiced under the Contract on a nett monthly basis – i.e thirty days after the end of the month of despatch/ invoice.

c) The Company shall be entitled to charge interest on any sums not so paid. Such interest shall be calculated on a day-to-day basis on the amount outstanding for the period from the due date of payment until payment at the rate of 3% per annum in excess of the highest rate at which National Westminster Bank PLC’s base lending rate stood at any time during such period.

13. WITHHOLDING OF PAYMENT AND SET OFF

a) The Customer shall not be entitled to withhold payment of any amount payable under the Contract to the Company because of any disputed claim of the Customer in respect of defective goods or any other alleged breach of the Contract by the Company.

b) Nor shall the Customer be entitled to set off against any amount payable under the Contract to the Company any sums that are not then due and payable by the Company in respect of which the Company disputes liability.

14. INSTALLMENTS

a) Failure of the Company to deliver any instalment of the goods shall not entitle the Customer to:

i) cancel or suspend performance of the Contract;

ii) treat any other such instalments of the goods as being sold under a separate contract.

b) Delivery to the customer of a quantity of goods less than or greater than that which the Customer has agreed to purchase shall in no circumstances entitle the Customer to reject all the goods delivered so far.

15. CANCELLATION BY THE CUSTOMER

a) No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all losses as a result of cancellation, including if appropriate payment in full for the Goods.

b) For the avoidance of doubt, payment shall be required in full in any event, unless the Company gives its written consent to cancellation.

16. TERMINATION AND SUSPENSION.            

a) The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every Contract between itself and the Customer or to suspend any further deliveries under any or every such Contract in any of the following events:

i) If any sum is due and is payable by the Customer to the Company but is unpaid.

ii) If the Customer has failed to provide any letter of credit, Bill of Exchange or other security required by the Contract, provided that in such event such rights of termination or suspension shall apply only in regard to the particular Contract in respect of which the Customer has so failed.

iii) If the Customer has failed to take delivery of the goods under any Contract between it and the Company otherwise than in accordance with the Customer’s contractual rights.

iv) If the Customer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or; being a body corporate has passed a resolution for voluntary winding up except where solely for the purpose of amalgamation reconstruction or; if a petition has been presented for an order for it’s winding up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or; if being an individual or partnership the Customer suspends payment of his or their debts in whole or in part or; if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or; if the Customer, whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under foreign law.

b) The Company shall be entitled to exercise the said rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied, and in the event of any such suspension the Company shall be entitled, as a condition of resuming delivery under any contract between it and the customer, to require prepayment of or such security as it may require for the payment of the price of any further delivery or work.

17. WAIVER

a) The rights of the Company or the Customer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

18. RETENTION OF TITLE

a) No title to or property in the goods shall vest in the Customer unless and until the Customer makes payment to the Company of:

i) the price of the goods

ii) all other sums due from the Customer to the Company on any other account or pursuant to any other Contract.

b) Until the such time as title or property in the goods passes to the Customer:

i) the Customer shall in all respects treat and deal with the goods as bailee of the company and shall store the goods so that they are readily identifiable as the property of the company.

ii) During such period (and without prejudice to its other rights) the Company and its employees and agents (with such plant and vehicles as the Company considers necessary) shall be entitled to enter the premises where the goods are located to inspect the goods and without prior notice to repossess, take away and sell the goods.

iii) the Customer shall not be entitled to dispose of the goods or any right, title or interests therein by sale or otherwise to any holding company or to any subsidiary of the Customer.

19. ASSIGNMENT

a) The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, mortgage, sub contract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

20. LAW AND JURISDICTION

a) No failure or delay by the Company in exercising any right, power or privilege under the Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.

b) Either the Company or the Customer shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of the Contract or to make it easier to enforce.

c) The Contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Company and the Customer other than the contractual relationship expressly provided for in the Contract. The Company and the Customer shall not have, nor represent that it has, any authority to make any commitments on the other’s behalf.

d)The Contract shall be governed by and construed in all respects in accordance with English Law.

e) The Customer on entering into the Contract submits to the exclusive jurisdiction of the English Courts.

f) The Condition headings are inserted for convenience only and shall not affect the construction of these conditions.

g) If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.