“Goods Conditions” means these Terms and Conditions for Sale of Goods.
“FM” means Fuel Mechanics Limited.
“the Customer” means the party who has placed the Order with FM.
“the Order” means the Customer’s instructions to FM to supply the Goods.
“the Goods” means the goods and services or articles the subject of the Order.
“the Confirmation of Order” means the written confirmation by FM of the Order.
“the Price” means the price for the Goods (exclusive of Value Added Tax) specified in the Confirmation of Order.
“the Contract” means the contract for the sale of goods made between FM and the Customer incorporating the Goods Conditions.
- Acceptance of Order
2.1 A Confirmation of Order shall be in writing.
2.2 An Order is accepted by FM exclusively upon these Goods Conditions and no other conditions, terms, provisions or other representations whatever whether referred to in negotiations or set out in the Order or otherwise shall be incorporated into the Contract unless the Customer and FM expressly so agree in written memorandum which shall refer to the Contract and be annexed to the Confirmation of Order.
The price(s) payable for the Goods shall be FM’s prices ruling at the date of despatch so that FM shall have the right at any time before delivery to revise quoted prices set out in the Confirmation of Order or otherwise.
4.1 Any delivery date specified in the Confirmation of Order or otherwise shall be deemed an estimate only, and FM shall not be liable for failure to deliver in accordance with that date nor for any loss, damage or expense whatsoever however caused or arising out of any loss or delay in delivery.
4.2 The Customer shall not be entitled to refuse to accept the Goods because of late delivery.
4.3 Unless otherwise agreed between FM and the Customer and stated accordingly in the Confirmation of Order, delivery shall be the INCOTERMS as determined within the contract, and any further written agreement.
4.4 Where delivery is made by instalments, each such instalment shall be deemed to be the subject of a separate Contract.
5.1 The mode of payment of the invoice, and a note of any advance payment received or required by FM may be stated on the Confirmation of Order and unless so stated the invoice shall be paid in full by the Customer no later than thirty (30) days from the date of FM’s invoice, (Unless otherwise agreed in writing). The currency of payment shall be the currency of the Contract or (at the election of the Customer) some other currency, provided that it is freely convertible into the currency of the Contract and is to be converted at the rate prevailing of the London Foreign Exchange Market at the time when such payment is received by FM, and it includes in full any bank or exchange charges levied against FM as a result of such conversion.
5.2 Where any advance payment is required by FM the Contract shall be conditional upon its receipt by FM.
5.3 Time for payment as stipulated in the Confirmation of Order shall be the essence of the Contract. In the case of Goods sold or delivered by instalments, each instalment shall be paid for separately.
5.4 Where payment is to be made by bill(s) of exchange or cheque(s) payment shall be deemed not to have been made until the said bill(s) or cheque(s) are honoured by the Customer.
5.5 Where full payment has not been received by FM on the due date FM shall (without prejudice to its rights under the Contract or otherwise) be entitled to charge interest on the amount outstanding at a rate of 8.0% per annum above Bank of England base rate.
5.6 The Customer shall in no circumstances be entitled to make any deduction from the invoice payable by way of set-off or otherwise in respect of any claim or counterclaim which it may have against FM.
- Passing of Risk and Property in the Goods
6.1 The Goods shall from delivery be at risk of the Customer PROVIDED THAT where delivery is delayed at the request of the Customer for more than one month, FM shall be entitled to place the Goods in store at the Customer’s risk and expense.
6.2 The property in the Goods shall not pass to the Customer whether or not the Customer has taken delivery of the Goods or any part thereof until the Customer shall have paid to FM the whole of all sums due to FM hereunder and the Customer shall not without prior written consent of FM sell, assign, pledge, mortgage, charge, let, part with possession, or otherwise dispose of the Goods or any part thereof until the property in them has passed to the Customer.
6.3 The Customer shall so long as it is possible so to do make such arrangements for the storage and identification of the goods as to ensure that they are identifiable as the property of FM.
7.1 All data containing specifications of weights, dimensions, quantities and the like which are contained in FM’s catalogue or other literature are hereby declared to be approximate only as are also all weights and dimensions of shipments.
7.2 While FM has taken care to ensure the accuracy of any information data or advice included in any catalogue or other literature furnished to the Customer, FM accepts no liability in respect of such information, data or advice, whether given negligently or not, or for the use of Goods in any particular way suggested thereby, and the Customer shall at the time the Contract is made be deemed to have carried out its own investigations and tests of the Goods.
7.3 Notwithstanding the provisions of clause 17 FM reserves the right upon giving notice of its intention to the Customer to make modifications to the Goods at any time before delivery provided that upon receiving such notice the Customer shall (if the said modifications are material) be entitled to elect to terminate the Contract.
7.4 Subject to the foregoing the Customer shall inspect the Goods immediately upon arrival at its premises and shall within three days of their arrival notify FM of any damage, shortage, loss or other particulars by reason of which it alleges that the Goods supplied do not conform with the Contract. If no such notice is received the Goods shall be deemed to have been supplied in accordance with the Contract and to have been accepted by the Customer.
7.5 Where the Customer gives notice to FM by virtue of sub-clause 7.4 it shall preserve the Goods intact and as delivered for a period of fourteen days after receipt by FM of the notification, during which period FM its agents or servants shall be at liberty to attend the Customer’s premises or Goods location and have unfettered access to the Goods, to investigate the complaint.
7.6 If the Customer fails to comply with either of sub-conditions 7.4 or 7.5 it shall be deemed to have waived all or any claim actions or rights or remedies it may have in respect of the non-conformity of the Goods to the Contract.
7.7 If upon inspection by FM, the Goods are found to be damaged, short or otherwise not in conformity with the Contract, FM shall at its absolute discretion at its own expense replace or otherwise make good the same.
7.8 Damage, shortage, loss or other non-conformity with the Contract which is present only in a proportion of the Goods or (where delivery is made by instalments) in only some of the instalments shall entitle the Customer to the remedies given by this Condition only in respect of that proportion or instalment.
7.9 Notwithstanding the provisions of this Clause, FM shall have no liability to the Customer pursuant to sub-clause 7.7 to the extent that the said damage, storage or loss occurred after risk in the Goods passed to the Customer.
- Seller’s Guarantee
8.1 In consideration of the Guarantee given by FM as set out below the Customer expressly agrees that:
(i) The said Guarantee is given by FM in lieu of and to the entire exclusion of every condition or warranty whether statutory or otherwise whatsoever, except to the extent that the statute prohibits such exclusion.
(ii) The liability of FM howsoever arising is limited to exchange or repair (at FM’s discretion) of any part or parts of Goods to extent of and no further than as set out in the said Guarantee.