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STANDARD TERMS AND CONDITIONS

The following terms and conditions govern your use of Formfollows Ltd services and the materials available therein ("Materials"):

1.    DEFINITIONS.

The following words shall mean.

  • Buyer: Buyer
  • Conditions: the terms and conditions set out in this document
  • Contract: any contract between the Buyer and Formfollows Ltd for the sale and purchase of the Goods.
  • Delivery Point: the place at which the Buyer collects the Goods
  • Goods: the goods that the Buyer agrees to purchase from Formfollows Ltd
  • Price: the price for the goods excluding carriage insurance and VAT where applicable shall be the price set out in the Formfollows Ltd current price list at the date on which an order is made
  • Seller: Formfollows Ltd of 38 Matlock Road, Brighton, BN1 5BF, United Kingdom

2.    APPLICATION OF TERMS

  • The Contract shall be on these Conditions to the exclusion of any other terms and conditions.
  • Any order for Goods from the Buyer shall be deemed to be an offer to purchase the Goods subject to these Conditions.
  • No terms or conditions endorsed upon, delivered with or contained in any Seller's confirmation of order, specification or other document shall form part of the Contract. The Conditions shall not be varied unless any agreement to vary is recorded in writing and signed by the Seller and Buyer.
  • No order placed by the Buyer will be accepted by the Seller until they have sent to the Buyer acknowledgement and acceptance of the order. Upon the Seller sending the acknowledgement and acceptance of the order, the Seller and the Buyer will have a binding contract between them.
  • The Buyer warrants that all the details in the order are complete and accurate.
  • The Conditions shall apply to the sale of all Goods. Save as has been specifically provided for in the Conditions, any representations relating to the Goods shall not be effective unless expressly agreed in writing and signed by both the Seller and the Buyer.

3.    THE GOODS

  • The Buyer acknowledges that they have entered into the Contract as a result of their inspection or knowledge of the Goods and not in reliance upon any description given by the Seller.
  • All drawings, descriptive matter, specifications and advertising issued by the Seller are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract.

4.    DELIVERY OF THE GOODS

  • Unless otherwise agreed in writing by the Seller, they shall make the Goods available for delivery to the Buyer at their cost within 10 Working Days of the Seller giving notice to the Buyer that the Goods are ready to be collected.
  • Prices are the Seller's ex works prices and where the Seller agrees to arrange for the goods to be sent to the Buyer the Buyer shall be responsible for the costs of loading, carriage, unloading and any import duties or local taxes that may be applicable
  • Any date specified by the Seller for collection of the Goods is intended to be an estimate and time for collection is not and shall not be made of the essence of the contract. If no date is so specified, delivery shall be within a reasonable time.
  • The Seller shall not be liable for any loss (including any loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in making the Goods (even if caused by their negligence).
  • If the Seller fails to make the Goods available for collection by any estimated date for collection or if no estimated date for collection is given, within a reasonable time, the Buyer may terminate or rescind the Contract upon giving notice to Seller for delivery days notice.

5.    TITLE AND RISK

  • Title and ownership to the Goods shall not pass from the Seller to the Buyer until the Seller has received the Price in full together with all other sums payable by the Buyer to the Seller.
  • The Goods shall be at the risk of the Seller up until they give notice that the Goods are available for collection and thereafter they shall be at the risk of the Buyer.

6.    PAYMENT

  • All invoices are payable without discount of any kind in GB Pounds Sterling within 30 days of the date of the invoice and in no circumstances may the Buyer make any deduction or withhold payment for any reason at all.
  • The first order made by any Buyer must be paid in full within 10 days of receipt of the Seller's pro forma invoice
  • If the Buyer fails to pay the invoice or pro forma invoice by the due date and without prejudice to any rights of the Seller, the Buyer shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 4% Interest over the base from the time quoted by the Bank of England and reimburse to the Seller all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
  • The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, abatement or otherwise unless they have a valid court order requiring an amount equal to such deduction to be paid.
  • Until the Seller is in possession of cleared funds, the Buyer shall not be deemed to have made a payment.
  • If the Buyer does not make payments as required, the Seller may terminate the Contract.

7.    QUALITY

  • The Buyer accepts that they buys or is deemed to buy the Goods as seen and in the condition they are at the time the order is placed.
  • The Seller warrants that the Goods shall be: •of satisfactory quality within the meaning of the UK :Sale of Goods Act 1979; and •reasonably fit for their purpose.
  • If any of the Goods do not conform with the warranty in condition. the Seller shall collect the Goods and may: •carry out repairs to the Goods; •replace the Goods or any defective part; or •refund the price of such Goods.
  • The Seller shall deliver any repaired or replacement Goods to the Buyer's premises. The Seller's liability for breach of warranty as set out in clause 8 shall be limited to complying with condition and shall not have further liability.

8.    LIMITATION OF LIABILITY

  • The Seller shall not have any liability to the Buyer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Seller or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract except:
  • for death or personal injury resulting from the Seller's negligence; and
  • as expressly stated in these conditions.
  • The Seller shall not be liable for any defect arising from any design or specification provided or made by the Seller or if any adjustments, alterations or other work has been done to the Goods by any person except the Seller or their authorized agent.
  • The Seller shall not be liable where any Goods are lost or damaged in transit. All claims by the Buyer shall be made against the carrier.

9.    ASSIGNMENT

  • The Seller may sub-contract the performance of any of its obligations under the Agreement to any parent, subsidiary or associated Company but the sub-contracting shall not relieve it of any liability under the Contract.
  • The Seller and the Buyer shall not assign, delegate or otherwise deal with all or any of their rights and obligations under the Contract.

10.    FORCE MAJEURE

  • The Seller shall be under no liability for any loss, damage, delay or expenses caused wholly or in part by Act of God, outbreak of war, civil commotion, governmental policy or restrictions or control, including restrictions of export or import or other licenses, trade or industrial disputes of whatever nature, whether or not such dispute involves the Seller, its employees or agents or by any other event whatsoever which is beyond the Seller's control, and in any such circumstance we may omit goods from, or cancel, the order or postpone availability of the goods ordered.

11.    GENERAL

  • If there is any conflict between these terms and specific terms appearing elsewhere (including local house rules) then the latter shall prevail.
  • Each right or remedy that the Seller and the Buyer has under the Contract is without prejudice to any other right or remedy that may exist.
  • In the event that any provision of the Contract is declared by any judicial or other competent authority to be void, void able, illegal, or otherwise unenforceable or if an indication to that effect is received by either the Buyer or the Seller from any competent authority, the Buyer and the Seller shall amend that provision in such reasonable manner as achieves the intention without illegality.
  • If the Seller or the Buyer:
  • fails or delays to exercise any right or remedy, it shall not operate as a waiver of it; and
  • partially exercises any right or remedy, neither of them shall be precluded from further exercising the right, remedy or other power.
  • Any waiver of a breach of any provision of the Contract shall not:
  • be deemed to be a waiver of any subsequent breach or default; and
  • affect the other terms of the Contract.
  • If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable. These terms shall be governed by and interpreted in accordance with the laws of England and Wales.

12.    INTELLECTUAL PROPERTY

  • The names, images and logos identifying Formfollows Ltd or third parties and their products and services are subject to copyright, design rights and trade marks of Formfollows Ltd and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of Formfollows Ltd or any other third party.

13.    MISCELLANEOUS

  • These General Terms and Conditions, including the Additional Terms, may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with your applicable price schedule; all other provisions may be changed by the Seller immediately upon notice.
  • The failure of the Seller or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
  • These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of England and Wales
  • Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.

14.    NOTICES

  • Any notice to be given under the Contract shall be: •delivered personally; •sent by first class prepaid recorded delivery or registered post; or •by fax.
  • A notice shall be deemed and served as follows: •if personally delivered, at the time of delivery; •if posted, within 48 hours of posting or in the case of airmail seven days after the envelope Was delivered into the custody of the postal authorities; and •if sent by fax, the time of transmission.