1. GENERAL
1.1 The definitions and rules of interpretation in this condition apply to these conditions.
"Buyer": means the person, firm or company who purchases Goods from the Company;
"Company": means TRADE FIRE
"Contract": means any contract between the Company and the Buyer for the sale and purchase of the Goods incorporating these conditions;
"Goods": means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 A reference to any law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation from the time being in force made under it.
1.3 Condition headings do not affect the interpretation of these conditions.
1.4 Subject to any variation under condition 1.5, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
1.5 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
1.6 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
1.7 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2. PRICES
2.1 All prices quoted are exclusive of:
2.1.1 VAT, which will be added to the invoice at the standard rate; and
2.1.2 Delivery Costs.
2.2 The Company reserves the right to vary the price payable by the Buyer at any time and without prior notice, provided always that the Buyer shall be entitled to cancel the Contract in writing within 7 days of notification of any such variation. The Company may vary the price to take account of:
currency fluctuations,
extra costs incurred due to cancellation, alteration, postponement or re-scheduling, or
any increase in the cost of materials, labour or other costs (whether direct or indirect).
3. PAYMENT
3.1 No payment shall be deemed to have been received until the Company has received cleared funds.
3.2 All payments payable to the Company under the Contract shall become due immediately on its termination, despite any other provision.
3.3 The Buyer shall make all payments due under the Contract in full without any deduction, whether by way of set-off, counterclaim, discount, or abatement.
4. DELIVERY
4.1 All goods are available ex-stock, subject to goods being unsold at the time of the Buyer's order. Unless otherwise agreed in writing by the Company, delivery shall take place at the Company's place of business.
4.2 Any dates specified by the Company for delivery are estimates only. Time for delivery shall not be of the essence.
4.3 The Company shall not be liable for any direct, indirect or consequential loss caused by delay in delivery (even if due to Company’s negligence), nor shall any delay entitle the Buyer to terminate the Contract unless the delay exceeds 30 days.
4.4 The Buyer shall take delivery of the Goods within 14 days of notice that the Goods are ready.
4.5 If the Buyer fails to accept delivery or provide necessary instructions:
4.5.1 Risk passes to the Buyer;
4.5.2 Goods shall be deemed delivered;
4.5.3 The Company may store the Goods and charge for related costs.
4.6 Delivery will be one attempt only. If goods are returned, an additional charge may be levied.
5. RISK / TITLE
5.1 Goods are at the Buyer's risk from delivery.
5.2 Ownership passes when the Company receives full payment of:
5.2.1 the Goods; and
5.2.2 All other sums due from the Buyer.
5.3 Until ownership passes, the Buyer shall:
5.3.1 hold Goods as fiduciary bailee;
5.3.2 store them separately and clearly marked;
5.3.3 not deface identifying marks;
5.3.4 maintain condition and insurance.
5.4 The Buyer may resell the Goods before ownership passes if:
5.4.1 the sale is in the ordinary course of business;
5.4.2 the sale is as principal, not as agent.
5.5 The Company may recover payment even if ownership hasn't passed.
5.6 The Buyer grants irrevocable access to Company agents to inspect or recover Goods.
5.7 The Buyer’s right to possession ends if:
5.7.1 they become insolvent;
5.7.2 execution is levied or obligations are breached;
5.7.3 the Goods are charged or encumbered.
5.8 These rights survive Contract termination.
6. RETURNS
6.1 - Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
6.2 - The above warranty is given by the Seller subject to the following conditions:
The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
6.3 - The Seller shall be under no liability in respect of any errors, omissions, misdescriptions or illustrations contained in or referred to in the Seller’s current catalogue and the Seller reserves the right to make any deletions, alterations, amendments or additions to such catalogue without notice to the buyer.
6.4 - The Seller shall be under no 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.
6.5 - The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.
6.6 - The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
6.7 - Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.8 - The Seller upon receiving notice to that effect from the Buyer shall prepare or replace free of charge goods damaged or lost in transit and due delivery of the goods shall not be deemed to have taken place until replaced or repaired goods have been delivered by the Seller to the Buyer. The Buyer shall hold such damaged goods or return them to the Seller at his own risk.
6.9 - Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
6.10 - The Buyer shall have a duty to inspect for shortages/apparent defects or unsuitability at the time of delivery. 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 the Buyer refuses delivery) be notified in writing to the Seller within 3 working 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.
6.11 - Any claims of missing items or unsuitable for use shall be notified in writing to the seller within 3 working days.
6.12 - 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 prices as if the Goods had been delivered in accordance with the Contract.
6.13 - 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 notified to the Seller in accordance with these Conditions, 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.
6.14 - No goods delivered to the Buyer, which is in accordance with the contract, will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
6.15 - If the Seller agrees to accept any such goods for return the Buyer shall be liable to pay a restocking charge of 10% of the invoice price unless stated otherwise on the product page. Such goods must be returned by the Buyer, carriage paid to the Seller in their original and unmarked boxes and cases.
6.16 - Goods which have been charged will only be deducted from the sum due from the Buyer upon the issue of a return merchant authorisation number. Goods will be returned to the Seller in good condition, carriage paid within fourteen days from the date of the Seller's invoice, but subject to any restocking charge.
6.17 - Goods returned without the prior written approval of the Seller may at the Seller's absolute discretion be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or remedies the Seller may have.
6.18 - The Seller reserves the right to refuse the return of Goods supplied to specific orders not held in stock. All cancellations of such orders must be confirmed in writing prior to the despatch of the Goods from the suppliers. The Buyer will be liable for the invoice price of the Goods where they have been specially made and cannot be cancelled.
6.19 - 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 (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided by the Conditions.
6.20 - The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Sellers’ reasonable control.
Act of God, explosion, flood, tempest, fire or accident.
War or threat of war, sabotage, insurrection, civil disturbance or requisition;
Acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
Import or export regulations or embargoes;
Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
Power failure or breakdown in machinery.
7. CANCELLATION
7.1 A cancellation fee covering material costs and reasonable profit will be charged to the Buyer.
7.2 Specially purchased items cannot be cancelled.
8. LIMITATION OF LIABILITY
8.1 Subject to conditions 4, 6 and 7, this clause sets out the entire liability of the Company.
8.2 All implied terms except Section 12 Sale of Goods Act 1979 are excluded.
8.3 Nothing excludes liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 liability under section 2(3), Consumer Protection Act 1987;
8.3.3 illegal exclusions;
8.3.4 fraud.
9. TRADE MARKS
9.1 The name TRADE FIRE is a registered trademark. The Buyer must notify the Company of any potential infringement.
9.2 TRADE FIRE is the trading name of:
Registered in England and Wales No. 01416575
Registered Office: New Chandos House, Unit 10 Westside Park, Belmore Way, Raynesway, Derby, DE21 7AZ
10. FORCE MAJEURE
10.1 The Company is not liable for delay or failure to perform due to events beyond its control, including but not limited to:
Natural disasters, fire, accidents
War, sabotage, civil unrest
Government actions
Import/export restrictions
Strikes or industrial action
Supply shortages
Power failure or machinery breakdown
11. PROPER LAW
11.1 These conditions and any related Contract shall be governed and construed in accordance with English law.
12. SPECIFICATION CHANGES
12.1 The Company reserves the right to make reasonable changes to product specifications as part of its continuous improvement policy.
13. HEALTH & SAFETY
13.1 To the best of the Company’s knowledge, all Goods comply with the Health & Safety at Work Act 1974. If any are declared unsafe by the competent authority, the Company will modify or replace them at its expense.
13.2 The Buyer shall:
Ensure safe use of the Goods;
Follow all instructions provided.
Indemnify the Company against all penalties and claims under the Act.
