All quotations are given and all orders are accepted by FPE Limited (co. number 3725829) ("FPE") subject to these Terms and all orders hereafter placed by the Customer shall be subject to these Terms and which together with the terms agreed by FPE by telephone with or confirmed by FPE by fax to the Customer constitute the entire agreement between the parties relating to its subject matter and (except to the extent repeated in these Terms) supersede and extinguish any prior agreement, understanding or representation (excluding a fraudulent representation), any terms, descriptions or illustrations contained in FPE's brochure, catalogues, price lists or elsewhere and any terms stipulated or referred to by the Customer and any course of dealing established between the parties.
A quotation shall be deemed 28 days after its date unless the parties enter into a contract for the sale and purchase of the relevant products. FPE may correct any clerical errors made in quotations or estimates given.
The price is ex works and (except where the Customer collects the products) a despatch charge will be made. All sums payable by the Customer are exclusive of VAT and FPE also reserves the right to charge for any special tooling used to produce any of the products (quoted separately).
FPE's invoices are payable in full by the end of the month after the month of invoice for a 30 day account and if the Customer fails to make payment in full of what is due from it to FPE under any other contract entered into with FPE within seven days of the due date for payment FPE shall not be bound to give up possession of the products and/or (without incurring any liability therefore) may suspend performance of any other of its then outstanding contractual obligations to the Customer until it receives payment in full.
The date for despatch or collection of the products is an estimate only and time shall not be of the essence. If FPE is late in despatch or having ready for collection any of the products the Customer may by notice therefore cancel the order in respect of those products but FPE shall in no circumstances be liable to compensate the Customer in damages or otherwise for non- or late despatch or readiness for collection of any of the products for whatever reason. FPE also reserves the right to deliver plus or minus 10 per cent of the order quantity.
Where the Customer is responsible for collecting the products it shall do so from the works of FPE within seven days of receipt of notice from FPE that they are ready for collection.
Risk of loss of or damage to the products shall pass to the Customer on (as the case may be) despatch or FPE notifying the Customer that the products are ready for collection.
Until payment in full has been received by FPE for the products and for all other products previously supplied by FPE to the Customer, FPE shall remain the sole and absolute legal and beneficial owner of the products and the Customer shall hold them in law and in equity as agent and bailee for FPE. Without prejudice to any other right or remedy of FPE, if the Customer defaults in the punctual payment of any sum owing to FPE (whether hereunder or under any other contract entered into with FPE) then FPE shall be entitled to the immediate return of the products and all other products supplied by FPE, in each case where the property thereto has not passed to the Customer, and the Customer authorises FPE, its employees or agents to recover such products and to enter the works of the Customer for that purpose.
The Customer shall inspect the products immediately on taking possession of them and may within seven days from doing so give notice and provide evidence satisfactory to FPE of any matter or thing by reason whereof the Customer alleges that the products are not in accordance with the order. In the case of shortages of delivery, FPE may at its absolute discretion make a further delivery to make up for such shortages or give the Customer a credit note in respect thereof.
FPE warrants that the products will comply with any description given to them and shall remedy any breach of such warranty by replacing the relevant products as soon as reasonably possible after being given notice of such breach by the Customer under paragraph 9 above. FPE also shall (subject to receipt of the Customer's request therefore) use all reasonable endeavours to procure for the Customer the benefit of any written warranties (including any certificate of conformity) given to it in relation to the products.
SUBJECT TO PARAGRAPH 10 AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, REPRESENTATIONS, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WHETHER AS TO FITNESS FOR PURPOSE, BEING OF SATISFACTORY QUALITY, COMPLIANCE WITH SAMPLE, SUITABILITY OF PACKAGING OR OTHERWISE HOWSOEVER IN RESPECT OF THE PRODUCTS ARE HEREBY EXCLUDED.
This paragraph 12 sets out FPE's entire liability (including liability for the acts and omissions of its employees, agents and sub contractors) to the Customer in respect of any breach of its obligations under or in connection with the order or any representation (unless fraudulent) statement, act or omission (including without limitation negligence) of FPE arising under or in connection with the order (together an "Event of Default"). FPE's liability to the Customer for death or personal injury resulting from its own or that of its employees,' agents' or sub contractors' negligence shall not be limited. Subject to this, FPE's entire liability in respect of any other Event of Default shall be limited to the price of the products which are the subject of the Event of Default and FPE shall not be liable for loss of profits, goodwill or any type of special, indirect or consequential loss.
Any sum payable by the Customer which is not paid on the due date shall bear interest (as well before as after any judgement therefore) at the rate of two per cent per annum above the base rate from time to time of Barclays Bank PLC for the period from and excluding such date up to and including the date of payment in full.
The Customer may not assign (either at law or in equity) any right or benefit under the order. There shall be no waiver of any term of the order by FPE unless such waiver is evidenced in writing and signed by it.
If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
The order shall be governed by and construed in accordance with English Law to whose non exclusive jurisdiction the parties hereby submit.
Notwithstanding any other provision hereof, nothing herein contained shall or shall be deemed either to affect the statutory rights of a consumer pursuant to a consumer transaction or to exclude or restrict any liability which FPE may have by virtue of the Consumer Protection Act 1987.
Contact your sales team in Darlington on +44 (0) 1325 282732 or Doncaster on +44 (0) 1302 727252