Filtration Ltd Terms of Sale and Supply
1. Interpretation
1.1 In these Terms:
“Buyer” means the person who accepts the Seller’s written quotation for the sale of the Goods or whose written order for the Goods is accepted by the Seller;
“Contract” means the contract for the sale and purchase of the Goods;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“Seller” means Filtration Limited (Company No. 02244893) whose registered office is at 303B Dean Road, Severnside Trading Estate, Avonmouth, Bristol, BS11 8ST; and “Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and Seller.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s quotation (if accepted by the Buyer), or the Buyer’s purchase order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3. Prices
All prices are quoted ex-works and exclude VAT (unless otherwise specified by the Seller in writing), which the Buyer shall be additionally liable to pay to the Seller. Prices are those valid at the date of despatch unless otherwise confirmed by the Seller in writing.
4. Carriage and Packing
Carriage and packing is charged for orders unless otherwise agreed in writing by the Seller.
5. Payment Terms
The Seller’s standard terms of payment are net cash 30 days from date of invoice. Overdue invoices are subject to interest charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. Delivery of Goods
Delivery of Goods shall be made to the Buyer’s address unless otherwise agreed in writing. The Buyer shall take delivery of the Goods whenever they are tended for delivery.
7. Acceptance of Goods
The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
8. Passing of Property and Risk
8.1 The Goods shall be at the Buyer’s risk as from delivery.
8.2 Property in the Goods shall not pass from the Seller until the Buyer has paid the price for the Goods plus VAT in full and no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee. The Buyer shall store and insure the Goods against “all risks” (at no cost to the Seller) separately from all other goods in its possession so the Goods can be identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of its business at full market value for the account of the Seller. Until property in the Goods is passed from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall be at all material times identified as the Seller’s money.
8.5 Except in the case of Goods held by the Buyer under a written Imprest (Consignment) Stock Agreement, the Buyer shall be entitled to recover the price (plus VAT) notwithstanding the property in any of the Goods has not been passed by the Seller.
8.6 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.7 The Buyer shall not pledge or in any way change by way of security for any indebtedness any of the Goods that are the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall forthwith become due and payable.
9. Insolvency or other default of the Buyer
9.1 This clause applies if:
9.1.1 the Buyer fails to make payment for the Goods in accordance with the Contract or commits any other breach of the Contract of sale or if the Buyer offers to make any arrangement with its creditors or becomes bankrupt or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or (being a limited company) enters administration or goes into liquidation (other than for the purposes of amalgamation or reconstruction without insolvency) or if the Buyer shall suffer any analogous proceedings under foreign law; or
9.1.2 a receiver or administrator is appointed over any of the property or assets of the Buyer; or
9.1.3 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. Liability
10.1 All Goods are sold in accordance with manufacturer’s warranties and guarantees, details of which are available on request. The Seller gives no other warranties or guarantees.
10.2 Neither the Seller or any manufacturer of the Goods shall be under any liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
10.3 The Seller shall be under no liability under any manufacturer warranty if the total price for the Goods has not been paid by the due date for payment.
10.4 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, o the fullest extent permitted by law, excluded from these Terms.
10.5 Where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979), the statutory rights of the Buyer are not affected by these Terms.
10.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods, or their failure to meet specification is noted to the Seller in accordance with these Terms, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
10.8 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out or in connection with the supply of the Goods or their use or re-sale by the Buyer, except as expressly provided in these Terms.
10.9 The Seller’s liability, whether in respect of one claim or in the aggregate arising out of any Contract, shall not exceed the purchase price payable under the Contract.
11. Data
Any illustrations, weights, measures, specifications and performance schedules as set out in the sales literature of the Seller are statements of opinion and are provided for information only and form no part of the Contract. Buyer’s special requirements must in all cases be agreed in writing by a director of the Seller.
12. Force Majeure
The Seller reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.
13. Catalogues and Price Lists
All catalogues and price lists supplied by the Seller remain the property of the Seller and may not be copied without written authorisation.
14. Cancellation
The Seller may at its discretion agree in writing to the cancellation of the Contract providing that all costs incurred up to the time of the cancellation, and all loss of profits and any other loss or damage resulting by reason of such cancellation, will be reimbursed by the Buyer to the Seller forthwith.
15. Goods Lost or Damaged in Transit
15.1 No claim shall be entertained unless notification in writing has been given by the Buyer to the Seller within the prescribed time limit as follows:
15.1.1 Partial loss, damage or non-delivery of any separate part of a consignment is to be notified within three days of the date of arrival of the consignment or part consignment;
15.1.2 Non-delivery of the whole consignment is to be notified within 10 days after due date of arrival;
15.1.3 In the case of Goods damaged or lost in transit to a destination abroad, any claim against the Seller is to be made within 7 days from arrival of Goods (or, if lost, within 30 days after they were due to arrive).
16. Return of Goods
Goods supplied in accordance with the Contract can only be subsequently returned to the Seller with the Seller’s express written permission. For standard stock items the Buyer will be required to pay the Seller a handling charge prevailing from time to time. In the case of special items (non-standard equipment etc) the handling charge will depend on the value to the Seller of the returned Goods. All goods returned must state invoice Number and Customer Order Number as a minimum and must be in re-saleable condition.
17. Defective Product
The Seller must be advised within 7 days in the event of any product defect or failure coming to the attention of the Buyer. Such advice must be in writing with full supporting information and all affected Goods retained.
18. General
18.1 The Contract shall be governed by the laws of England and Wales.
18.2 Any provision of the Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of the Contract.
18.3 Requests for proof of delivery will only be accepted if requested in writing within 14 days of invoice date. Requests from the Buyer after 14 days will be accepted, but subject to the Seller’s administration charge.
18.4 The Buyer shall provide signed confirmation against request of any consignment stock (imprest) holding placed at his premises.
A hard or email version is available upon request.
