1.1 These Terms and Conditions govern the supply of goods sold by Ferrartis Group Ltd (No. 9989473) of Unit 5A, Blackwood Hall Business Park, North Duffield YO8 5DD (“we” and “us”) to the customer (“you”) and constitute the entire and only agreement between us in relation thereto.
1.2 All orders placed by you are on the basis of these Terms and Conditions and are subject to acceptance by us by delivery of the goods to you at which point a legally binding contract is constituted between us. The processing of your payment and acknowledgment of your order does not constitute legal acceptance of your order.
1.3 The contract can be divisible. The work performed in each period during the currency of the contract can be invoiced separately. Each invoice for work performed in any period shall be payable by the customer in full in accordance with the terms of payment provided for herein, without reference to and not withstanding any defect or default in the work performed or to be performed in any period.
2.1 The price payable for the goods you order is as set out in our quotation to you at the time you place your order or as advised separately in writing plus any charges for delivery and insurance as set out in our quotation.
2.2 We reserve the right to change the price of commodity goods, such as copper, due to market conditions but we will confirm the prevailing price with you before accepting your order. We are not obliged to accept your order for such goods and may decline it or limit the order quantity.
2.3 Subject to clause
2.4, we must receive payment for the whole of the price of the goods you order, and any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing. 2.4 If you are an account customer, payment shall be made in full 30 days from date of invoice. Time shall be of the essence for payment. We may revoke credit if you fail to make payment when due. If payment is not made when due, interest is payable at the annual rate of 3 per cent over HSBC’s then current base rate on the amount outstanding from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement , together with any reasonable legal or other recovery costs. You are responsible for all orders placed by your authorised employees and we are not bound by any individual order limit you may impose on your authorised employees. You must inform us in writing as soon as a relevant employee is no longer authorised by you to place and receive orders.
3.1 We will deliver the goods in accordance with your order usually within the stated delivery date. Should this not be possible, we will notify you. In the unlikely event that we do not make the goods available to you within 30 days of accepting your order you will have the option of cancelling your order by notifying us accordingly prior to delivery. A valid signature will be required on collection or delivery. In the unlikely event that you have not received all the goods within the stated delivery time, you must notify us immediately. You must not schedule or commence any installation work until after you have received your order and checked all the goods for any defects or missing parts.
3.2 You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date within 30 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods, less the failed delivery costs.
3.3 Without prejudice to Clause 3.2, upon delivery of the goods to you, the goods shall be at your risk. In spite of delivery having been made, title in the goods shall not pass to you until you have paid the price for the goods in full and no other sums whatsoever shall be due to us from you. Until title in the goods passes from us, you shall hold the goods on a fiduciary basis as bailee and shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property.
3.4 All designs, design rights and intellectual property remain the property of Ferrartis Group Ltd and will NOT be released for use to any other party without written consent in form of a signed letter detailing any/all information regarding the amount of rights and intellectual property rights that are released for the purpose.
While we endeavor to hold sufficient stock to meet all orders, if we have insufficient stock to supply or deliver the goods ordered and paid for by you, we may supply or deliver a substituted product or refund you the price paid for such goods as soon as possible and in any case within 30 days or, in the case of an account customer, we may, in our absolute discretion, as soon as possible raise a credit to offset the amount invoiced to you.
5.1 You may cancel your order by giving us notice of cancellation 30 days prior to the date of delivery to you or collection from us. Such notice may only be given and will only be accepted in writing. Phone calls will not constitute or be accepted as notice for cancelation. If you are cancelling because of any problem with the goods, please notify us of the problem at the time of cancellation. Any works carried out up to date of cancellation will be subject to charges and invoiced accordingly, payment for such charges will be due immediately irrespective of any credit facilities agreed.
5.2 On cancellation for whatever reason, you must return the goods to us at your cost unless we agree that you may dispose of them in which case please comply with the manufacturer’s instructions before disposing of hazardous goods. Where the goods are being returned because they are faulty, incorrect goods or because of unsuitable substitution by us, we will meet the cost of return but we will use nominate the carrier.
PLEASE READ THIS CLAUSE
6.1 If you have notified us of a problem with the goods, in writing, within 30 days of delivery, we will (subject to clause 4) either make good any shortage or non-delivery; replace or repair any goods that are damaged or defective upon delivery; or refund to you the amount paid by you for the goods in question.
6.2 We shall have no liability to pay any money to you by way of compensation other than any refund we make under these conditions. Our liability to you shall not in any event include losses related to any business of yours, such as loss of profits or business interruption, neither will we be responsible to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
6.3 This does not affect your statutory rights if you are a consumer, nor is it intended to exclude our liability to you for fraudulent misrepresentation or for death or personal injury resulting from our negligence.
6.4 Goods are intended for use in the UK only and we cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK. All goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods.
6.5 If you are a trade customer and subject to Clause 6.3, we will not be responsible to you or, in the event that you are undertaking work for another person, to any other person, for the use or installation of any goods by you. Accordingly, if you are a trade customer, you hereby agree to hold us harmless, and indemnify us against any liability associated with, any claim or allegation that we are responsible for any failings in the installation or use of goods that we supply.
7.1 Those signing ordering on behalf of limited companies do so as guarantor and irrevocably undertake to guarantee the payment of all monies owing to us by the relevant limited company if we believe that the limited company cannot meet its obligations.
7.2 If the limited company goes into receivership, liquidation or administration the guarantor will pay to the receiver, liquidator or administrator, as the case may be, such sum as will enable him to pay all monies owed to us by the limited company.
Where you place an order for age-restricted goods, you confirm that you are over the age of 18 and that delivery will be accepted by a person over the age of 18. We reserve the right to cancel your order if we reasonably believe you are not legally entitled to order certain goods.
We may suspend further supply or delivery, stop any goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation hereunder or you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging bankruptcy or insolvency. Upon termination, your indebtedness to us becomes immediately due and payable and we shall be under no further obligation to supply goods to you.
We shall have no liability to you for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder that is caused by any event or circumstance beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).
If any part of these conditions is invalid, illegal or unenforceable (including any provision in which we exclude our liability to you) the validity, legality or enforceability of any other part of these conditions will not be affected. This contract shall be governed by and interpreted in accordance with English law.
Upon acceptance of our initial offer for goods, you agree to be bound by these terms and conditions in their entirety. All Orders placed by you subsequent to any offer made by us, confirm that you accept without limitation our terms and conditions as set out above and agree that these terms and conditions are the only implemented terms and conditions within the contract and will remain in force for the duration and following such contract. You agree these terms and conditions will not be superseded by any other terms or terms of your own without written consent from Ferrartis Group Ltd.