| SOUTHERN FILTERS TERMS AND CONDITIONS
'Southern Filters Limited' is refered to as 'SFL' with in
the terms and conditions below.
GENERAL
- Any quotation given by us is an invitation to you to make
an offer only and no order placed by you with us in pursuance
of a quotation or otherwise shall be binding on us unless and
until it is accepted in writing by our despatch note. Southern
Filters Ltd will be know as SFL as abbreviated in these terms
and conditions.
- Any contract made with us for the sale of goods or work shall
incorporate and be subject to these conditions and any representation
or warranty, written or orally made or given prior to the contract
is hereby expressly excluded, and all brochures, specifications,
drawings, catalogues, particulars, shapes, descriptions and
illustrations, price lists and other advertising matter are
intended only to present a general idea of the goods described
therein. Any conditions stipulated by you which are in rejection
of, in addition to, or inconsistent with these terms and conditions
and any others agreed to in writing by us shall be deemed to
be a counter-offer to us and shall not be binding upon us save
as agreed in writing and signed by one of our Directors. If
we reject or do not accept such counter offer, then such rejection
or non-acceptance shall be deemed to be a renewed offer to proceed
on these terms and conditions and any others so agreed by us
and accordingly performance by us shall in such event be deemed
to be so governed. Any waiver or waivers by us of any one or
more of these conditions does not constitute a permanent waiver
of any conditions so wavered nor a general waiver of these conditions
as a whole.
- In the event that no quotation is given by us and we have
received an order from you then provided that you shall have
notice of these conditions, in such circumstances all goods
are supplied and all work is done subject to these conditions.
- Unless otherwise agreed in writing, we reserve the right
to deliver goods of a modified design provided that any difference
does not make the goods unsuitable for any purpose you have
made known to us.
- Without prejudice to the generality of the foregoing any particular
purpose for which you propose to use the goods and services
shall be deemed not to be known by or have been made known to
us unless specifically recorded in a schedule signed by one
of our Directors. You hereby acknowledge that any purpose stated
in such schedule shall be deemed to have been specified by you.
CONDITIONS OF ACCEPTANCE
- The published prices of all catalogued product are subject
to change without notice. SFL will provide as much notice as
possible prior to any price increase.
- The terms and conditions of sale on the SFL price list or
any subsequent price list apply to all orders for product or
service accepted by SFL regardless of terms or prices discussed,
requested and stated on purchase orders provided by customers.
- No representative or employee of SFL other than Directors
has any authority to deviate in any way from the terms and conditions
of sale contained herein or included as part of SFL price list
or subsequent price list.
- No product will be despatched on a consignment or guaranteed
sales basis unless a Director of SFL gives prior approval.
TERMS OF PAYMENT
The Standard Terms of Payment are subject to:
- SFL may in its absolute discretion permit any approved Customer
to pay for the goods sold within 30 days of date of nvoicing,
(or in accordance with such other approved credit arrangements
which SFL may allow).
-
(a) Should the Customer fail for any reason to pay the amount
owing to SFL within the period referred to in sub-clause (1)
hereof or, if the Customer is an approved Customer then in
accordance with sub-clause (2) hereof, SFL may in addition
to all other rights and remedies which it has either under
this Agreement or at law or equity charge interest at the
then current penalty rate of interest (being 8% above the
Bank of England Base Rate) as specified in the Late Payment
of Commercial Debts (Interest) Act 1998 and may without prejudice
to its other rights either suspend further deliveries, require
payment in advance for all such deliveries or terminate any
contract forthwith by written notice to the Customer.
(b) Interest shall be calculated daily from the date of Invoice
of the goods to the date of full and final payment by the
Customer for all the goods and shall be payable upon DEMAND.
(c) Any payment by the Customer shall be credit first against
the interest accrued to the date of payment and then against
all monies due to SFL under whatever account in date order
with the invoices for the goods acquired by the Customer earliest
in time being paid first.
(d) Any expenses, costs or disbursements incurred by SFL
in recovering any outstanding moneys including debt collection
agency fees and the Customer shall pay costs on a solicitor
and own client basis.
-
All payment terms are based on date of invoice, not date
merchandise is received.
-
A Director of SFL must authorize any departure from the abovementioned
payment terms in writing.
- If offered, special terms of payment will be formally defined
separately in writing.
VALUE ADDED TAX
All prices shown on the accompanying Price List exclude Value
Added Tax of 17.5% unless specifically otherwise identified on
the price list.
TITLE
- Title and property in the goods shall remain with SFL and
SFL reserves the right to dispose of the goods until such time
as:
(a) full payment is made for all amounts owing by the Customer
to SFL so that Customer’s total indebtedness to SFL under
these terms and conditions of sale is
discharged; or
(b) the Customer sells the goods to his Customers in the ordinary
course of business.
- If the Customer fails to pay any amount of the Customer’s
total indebtedness to SFL under these terms and conditions of
sale when it is due to SFL, or in the event of default as
specified in sub-clause (3) hereof occurs SFL may without notice
and without prejudice to any of its other rights and remedies
recover and/or re-sell the goods or any of them and
may enter upon the Customer’s premises by its servants
or agents for the purpose.
- 3.1
Until payment of all debts owing to SFL (some which may not
yet necessarily be due for payment), SFL may without prejudice
to any of its other rights and without prior
notice, re-take and resume possession of any of the goods which
remain its property and but its servants and agents, enter upon
the Customer’s premises, or any other place where the
goods may be, without liability for trespass or any resulting
damage, for that purpose if:
(a) there is any breach of any contract between SFL and the
Customer, or
(b) the Customer takes any action that could result in the Customer
being made bankrupt or the Customer is wound up or is placed
under official management, or a receiver, or a receiver and
manager, or a voluntary administrator is appointed in respect
of the Customer its undertaking or property or any part thereof,
or an encumbrancer, by itself or by an agent takes possession
of the Customer’s undertaking or property or any part
thereof; or
(c) the Customer parts with possession of the goods or any of
them otherwise than by way of sale to a customer in the ordinary
course of its business.
3.2
SFL may recover the price of the goods by action, and may apply
to wind up or bankrupt the Customer, if the goods are not paid
for within SFL’s usual credit terms,
notwithstanding that property in the goods has not passed to
the Customer.
3.3
These provisions apply notwithstanding any arrangements under
which SFL provides credit to the Customer. To the extent there
is any inconsistency, these provisions prevail.
- Until full payment of all amounts owing under these terms
and conditions of sale is made by the Customer to SFL the Customer
shall store the goods in a way that clearly manifests
SFL’s title to the goods and shall not be entitled to
affix or secure onto any premises the goods or any of them.
- The Customer acknowledges that until its total indebtedness
to SFL under these terms and conditions of sale is discharged
it holds the goods as bailee of SFL and that a fiduciary relationship
exists between them.
- If the goods or any part of them are mixed with or become
part of other goods (‘new product’) then by virtue
of the fiduciary relationship between them the Customer agrees
with SFL that until payment of all amounts owing by the Customer
to SFL:
(a) SFL has title to the new product; and
(b) the Customer holds the new product as a fiduciary for SFL.
In the event of the sale of the goods to the Customer’s
customers the Customer in its position as a fiduciary shall:
(a) assign to SFL the benefit of any claim against a customer;
or
(b) hold all proceeds of sale in trust for SFL and account
fully to SFL for the proceeds of the sale (unless and until
the Customer’s total indebtedness to SFL under
these conditions of sale is discharged).
- Notwithstanding sub-clause (1) of this clause, the right
of the Customer to convert or incorporate the goods into a new
product or to sell the goods or new product shall cease if:
(a) there is any breach of any contract between SFL and the
Customer; or
(b) the Customer takes any action that could result in the Customer
being made bankrupt or the Customer is wound up or placed under
official management, or a receiver, or a receiver and manager,
or a voluntary administrator is appointed in respect of the
Customer its undertaking or property or any part thereof, or
an encumbrancer, by itself or by an agent, takes possession
of the Customer’s undertaking or property or any part
thereof; or
(c) the customer parts with possession of the goods or any of
them otherwise than by way of sale to a customer in the ordinary
course of its business.
- The provisions of this clause shall apply notwithstanding
any provision of credit to the Customer by SFL.
FREIGHT AND DELIVERY TERMS
- Delivery is FREE INTO STORE within UK&I for all orders
received by SFL exceeding £150.00, provided the SFL appointed
carrier is used, otherwise the cost of freight is charged to
the Customer.
- Orders received before 12.00pm will be processed the same
day. Delivery is ordinarily direct to Customer from our central
warehouse.
- The use of non SFL appointed carriers or special requirements
(e.g. airfreight or any variations from normal delivery) requested
by Customers will be charged to the Customers account irrespective
of the order value.
- All orders below £150.00 are subject to a minimum order
charge of £15.00.
- Back orders are not subject to any minimum order charge.
- Account counter sales are not subject to any minimum order
charge.
CONDITIONS OF CREDIT
- Credit claims for shortage, goods damaged or lost in transit
and incorrect delivery or order of goods are the responsibility
of the Customer and must be reported within fourteen (3) working
days of the date of invoice.
- Credit claims returned after fourteen (3) working days of
the date of invoice for the abovementioned reasons will be subject
to a 20% handling/ re stocking charge.
- Credits will not be issued unless the original invoice number
is supplied by the Customer.
- Credits will not be allowed for damaged or used goods returned
except for the reasons described in the first paragraph of the
Conditions of Credit above.
- Goods returned for credit must be sent freight paid by the
Customer to Southern Filters Ltd or its appointed Agents for
inspection and assessment of liability.
- Claims arising from defectiveness of any part of goods are
limited to the maximum value of the original purchase.
- Claims for credit will not be allowed for goods returned used
or unused which are more than thirty (30) days after the date
of invoice.
- No Customer, Retailer, Distributor, Dealer or Reseller is
authorized to replace any piece of equipment still under warranty
unless a Director of SFL gives prior authorization in writing.
The unit or gun warranty or guarantee does not cover accessories.
STOCK ADJUSTMENT TERMS
- Southern Filters Ltd recognizes that occasionally the need
exists to balance or adjust the mix of our Customers, Retailers,
Distributors, Dealers and Resellers equipment, accessories and
spare part stocks.
- The return of qualified goods purchased from SFL will be accepted
with a credit issued at invoice or the lowest price charged
in the last year, but ONLY UPON RECEIPT OF A REPLACEMENT ORDER
OF EQUIVALENT VALUE: If a replacement order of equivalent value
is not received a 25% restocking fee will be deducted from the
Credit Note gross value.
- The extent to which such returns will be allowed will be contingent
on the level of the Customers previous years NET purchases.
- The Stock Adjustment Terms are subject to:
(a) Goods must be in the current price list, in new condition
and resalable.
(b) Goods returned must be free of any third party labelling
and in the same packaging in which they were received.
(c) The appropriate SFL Manager, whose authorization should
appear on the SFL Request for Credit documentation, must authorize
the return of goods.
(d) Credit will not be allowed for unauthorized stock returns.
(e) Payment for returned goods will only be in the form of credit
applied to future purchases. No cash refund will be permitted.
(f) Credits issued will be deducted from recorded sales for
purposes of calculating rebates, sales promotion allowances
or other such sales incentives.
(g) Goods returned in accordance with the above but are missing
parts, those missing parts will be invoiced or the Credit Note
value adjusted to reflect that value difference.
- Return of goods which are the result of order entry or delivery
errors of SFL personnel will be exempt from the above stock
adjustment terms, provided that:
(a) The goods are returned within fourteen (14) working days
of the invoice date.
(b) The goods meet the product conditions criteria described
above.
CANCELLATION
No order may be cancelled except with the consent in writing
of a Director of SFL and on terms that will indemnify SFL against
all losses.
DELIVERY
All quotes for delivery are estimates only and SFL shall not
be liable for any loss or damage howsoever arising as a result
or consequence of any failure to deliver or for delay in delivery
arising from any circumstances of whatsoever nature which are
outside SFL’s control including in particular but without
limiting the generality of the foregoing fire, flood, explosion,
strike, lock out or other industrial act or dispute or the breakdown
of, or accident to plant, unavailability or shortage of raw material,
labour, power supplies or transport facilities, or act of God,
or any order of direction of any local, State or Federal Government
or Government authority or instrumentality.
The Customer shall not be relieved by any obligation to accept
or pay for goods by reason of any delay in delivery or despatch.
SFL reserves the right to deliver by instalments, and each instalment
shall be deemed to be sold under a separate contract. Failure
to deliver any instalment shall not entitle the Customer to repudiate
the contract.
The delivery times made known to the Customer are estimates only
and SFL shall not be liable for late delivery or non-delivery
and under no circumstances shall SFL be liable for any loss, damage
or delay occasioned to the Customer or its customers arising from
late or non-delivery or late installation of the goods.
CONTRACTS FOR WORK
- If the contract is for and includes work to be done by us
whether of installation commissioning repair, rectification
or improvement, then unless the contract otherwise provides,
the following additional provisions shall apply thereto:
- We shall be obliged to carry out such work only during normal
working hours. If you request that overtime be worked and we
agree thereto such overtime shall be paid for by you at the
rate stipulated by us.
- If the work is to be carried out at your premises or on your
request at the premises of any other person then you shall undertake
to provide or to procure the provision of:
(a) Proper and safe storage and protection of all goods, tools,
plant equipment and materials on site.
(b) Free and safe access to the site and to the place at which
the work is to be carried out.
(c) All facilities and services necessary to enable such work
to be carried out safely and expeditiously.
(d) If such work includes the installation of any goods, all
builders work, foundations, cutting away and making good required
and the ready availability of all plant and equipment so as
to permit the goods to be tested forthwith on completion of
such work.
- You shall pay us the amount of any expense incurred by us
by reason of any breach by you of your undertakings in sub-clause
8.2 above (but without prejudice to our rights to recover further
damages therefore) and a certificate of our auditors certifying
such amounts shall be conclusive and binding upon you and us.
WARRANTY
- Warranty and guarantee excludes claims where fair wear and
tear is evident. For full details of the Warranty and Guarantee
Terms and Condition’s refer to the specific section of
the Terms and Conditions of Sale as per operating manual of
the equipment or product.
- We shall make good either by repair or replacement or renewal
at our option defects that under proper storage and use appear
in the goods or work within the time limits set out in the Terms
and Conditions of Sale as per operating manual of the equipment
or product purchased and which arise solely from faulty material
or workmanship. In the event that you shall agree with us that
you will provide the labour necessary to carry out such repair,
replacement or renewal, then you shall be entitled to be paid
for the said labour at a rate not exceeding our current labour
rate. Defect due to negligence or inexpert handling by you,
your servants, agents or customers shall be repaired at your
expense.
- The foregoing undertaking shall be in lieu of any warranties
and conditions whether express or implied by statute, common
law or otherwise howsoever, which warranties and conditions
are hereby expressly excluded.
- Save as aforesaid and save in respect of death or personal
injury resulting from the negligence of ourselves, our servants
or agents, we shall not be liable for any claim or claims for
direct or indirect, consequential or incidental injury, loss
or damage made by you against us whether in contract or tort
(including negligence on the part of ourselves, our servants
or agents) arising out of or in connection with any defect in
the goods or work, or any act, omission, neglect or default
(whether or not in the same constitutes a fundamental breach
of the contract or breach of a fundamental term thereof) of
ourselves, our servants or agents in the performance of the
contract.
- Our obligations contained in this clause shall apply only
to you but you shall not be prevented from having recourse to
them solely by reason of your selling the goods in the normal
course of your business to a third party.
- You shall indemnify us against all claims, damages, penalties,
costs and expenses to which we may become liable as a result
of negligence on the part of you, your servants or agents in
the installation or use of the goods or the object of our work.
- You shall indemnify us against any liability, loss, claim
or proceedings suffered by us arising from any injury to or
death of any person arising from any defect in any product of
which the goods sold hereunder form a part.
- You accept as reasonable that our total liability for any
goods or works which are defective shall be as set out in these
conditions: in fixing that limit we have had regard to the contract
price of the goods, their nature, the use they will receive
and the resources available to each party including servicing
facilities and insurance cover, to meet any liability.
HEALTH & SAFETY
Your attention is drawn to the provisions of Section 6 of the
Health & Safety at Work Act 1974. We will make available on
written request such information on the design and construction
of the goods as is in our possession to ensure that as far as
is reasonably practicable it is reasonably safe and without risk
to health when properly used.
CONFIDENTIALITY
We shall use all reasonable endeavours to keep confidential all
information relating to your business to the extent that we safeguard
information relating our own business for so long as and to the
extent that such information is and remains unpublished and is
not known to us at the time of disclosure by you or is not thereafter
lawfully obtained by us from a third party.
PROTECTION OF OUR "KNOW-HOW"
- You, subject as hereinafter provided, shall be responsible
for keeping and procuring to be kept secret and confidential
all information (hereinafter referred to as "know-how")
supplied by us of a secret or confidential nature provided that
we shall first have given notice in writing to you of the secret
or confidential nature of such information before so supplying
it.
- The obligations under this Paragraph shall cease within six
months of the publication by us or any third party of information
comprising or being part of the know-how to the extent of such
publication, or of agreement by us that such information or
part thereof is in the public domain.
- You shall not allow the goods to be exposed to public view
or allow visitors in that part of your premises where the goods
are visible, except where such visit is essential to assist
sales and the person in question signs and undertaking to us
(which may be in the form of a visitors book) to keep confidential
particulars thereof.
COPYRIGHT
The copyright subsisting or which subsequently subsists in all
documents, drawings, specifications, designs, programmes or any
other material prepared by us whether readable by humans or by
machines shall belong to us absolutely and they shall not be reproduced
or disclosed or used in their original or translated form by you
without our written consent for any purpose other than that for
which they were furnished.
CUSTOMER’S AUTHORITY
The Customer has no authority to bind SFL by any representation,
undertaking, assertion or statement in relation to the goods unless
expressly authorized in writing by SFL to do so.
LICENCES
All goods are sold and services performed on the understanding
that all licenses and permits under all relevant statutes, ordinances,
rules and regulations have been obtained by the Customer and the
Customer will ensure that the use of the goods meets all statutory
requirements.
PATENTS
The Customer warrants that any design or instruction furnished
to SFL shall not be such as will cause SFL to infringe any patent,
registered design or trademark in the execution of the Customer’s
order. The Customer hereby indemnifies SFL against any infringement
or unauthorized use of patent trademark, design or copyright arising
out of the use of the goods and it is specifically agreed that
the sale and purchase of the goods does not confer on the Customer
any license or rights under any patent trademark or copyright
the property of SFL.
PERFORMANCE AND REPRESENTATIONS
The Customer acknowledges that neither SFL nor any person purporting
to act on its behalf has made any representation or given any
promise or undertaking which is not expressly set out in the contract
whether as to the fitness of the goods for any particular purpose
or any other matter.
COMPANY’S LIABILITY
SFL’s liability for any breach of a condition or warranty
express or implied is hereby limited to:
- In the case of the goods, any one or more of the following:
The replacement of the goods or the supply of equivalent goods;
The repair of the goods;
The payment of the cost of replacing the goods or of acquiring
equivalent goods;
The payment of the cost of having the goods repaired; or
- In the case of services
the supplying of the services again, or
the payment of the cost of having the services supplied again.
ASSIGNMENT
You shall not assign any rights under this agreement without
the prior consent in writing of one of the SFL directors.
NOTICES
Any notice given under the provisions of this agreement shall
be in writing and shall be deemed to have been sufficiently served
if delivered personally or sent by fax or telex or (within the
U.K.) by first class post or (outside the U.K.) by airmail, and
the address of service shall be that shown in this agreement or
such other address as the relevant party shall notify from time
to time. Any notice served by first class post shall be deemed
to have been served 48 hours after the date of despatch, any notice
served by airmail shall be deemed to have been served 10 days
after the date of despatch and any notice served by telex or fax
shall be deemed to have been served at 10 o’clock on the
business day of the recipient next following the date of despatch.
SEVERANCE
Each of your obligations herein shall be a separate and
independent obligation.
TITLES
The titles of the Clauses hereof shall not be taken into
account in the construction hereof.
GOVERNING LAW
Any contract to which these terms relate shall be governed by
English Law and the parties shall submit to the sole jurisdiction
of the English Courts
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