Customer Terms and Conditions
RUSSELL FINEX LIMITED
THESE TERMS AND CONDITIONS GOVERN ALL CONTRACTS FOR THE SUPPLY OF GOODS BY RUSSELL FINEX LIMITED TO ITS CUSTOMERS. ANY TERM OR CONDITION CONTAINED HEREIN WHICH MAY LIMIT OR EXCLUDE THE LIABILITY OF THE COMPANY TO ITS CUSTOMERS HAS BEEN GIVEN DUE CONSIDERATION AND IS CONSIDERED FAIR AND REASONABLE BY BOTH THE COMPANY AND ITS CUSTOMERS HAVING BEEN ACCEPTED BY THE CUSTOMER FREELY AND WITHOUT COMPULSION.
TERMS AND CONDITIONS OF SALE
In these terms and conditions the following phrases shall be interpreted as having the following meanings:-
“Company” means RUSSELL FINEX LTD. The “Company” name I is also known by its abbreviation RFL.
“Order” means an order placed with the Company for the supply of goods.
“Customer” means the person, firm or company from whom an order is received.
“Goods” means the articles, items or services or any of them as shall be delivered by the Company or any sub-contractor of the Company to the customer under the Order.
“Contract” means the contract constituted by any order and its acceptance.
The following terms and conditions shall govern all contracts entered into with the Company for the supply of goods of whatsoever kind by the company and subject to sub-clauses (2) and (3) hereof they shall apply notwithstanding that they may conflict with other terms and conditions purporting to govern any contract for the supply of goods entered into with the Company and notwithstanding that they may have been altered, varied or excluded by any statement, written or oral of any kind made by any person prior or subsequent to the making of the Contract.
Without prejudice to sub-clause (1) above, these terms and conditions may be added to, altered, varied or excluded by a Director of the Company, if and only if, the Director shall so add to, alter, vary or exclude them in written form duly signed by himself.
Without prejudice to sub-clause (1) above, these terms and conditions may be added to, altered, varied or excluded by the Company by the insertion of special terms and conditions in quotations rendered to the customer but to be effective, any such addition, alteration, variation, or exclusion must be in writing.
Notwithstanding that a representation may have been made, prior or subsequent to the making of the Contract by the Company or an agent of the Company as to the specification, quality or fitness for a particular purpose of the Goods, the Customer shall in all circumstances satisfy itself as to such specification, quality or fitness and neither:-
- shall any such representation be relied upon by the Customer in determining whether or not to enter into a Contract with the Company for the supply of Goods
2. shall any such representation be deemed to be a term or condition of any Contract entered into by the Customer with the Company.
- Orders may be made either by direct order at prices stated in the Company’s current price list or on the basis of a quotation given by the Company.
- All quotations given by the Company are strictly net cash against invoice unless otherwise stated by the Company and are exclusive of V.A.T., cost of delivery and any other incidental costs incurred by the Company which may be made known by the Company to the Customer prior to the delivery of Goods.
- All quotations given by the Company whether in writing or otherwise shall be subject to variation upwards by the Company in accordance with market conditions at the date of delivery and the buyer shall pay any such additions to the quoted price or list price as well as the quoted price or list price.
- The Company reserves the right to vary any Quotation where an error or omission has been made in the said Quotation.
- The Company shall be entitled at its own discretion to specify an invoice value below which it will not accept orders.
5.FORMATION OF THE CONTRACT
The Company’s quotation shall not constitute an offer to the Customer. The Contract between the Company and the Customer for the supply of goods by the Company shall only be made when a written and unqualified acceptance of the Customer’s Order is given by the Company to the Customer.
6.CANCELLATION OF ORDERS & RETURN OF GOODS
- If the Customer shall cancel any Contract entered into with the Company for whatsoever reason the Company shall without prejudice to any of its rights at law be entitled to impose a reasonable charge on the Customer having regard to any loss suffered by the Company as a result of such cancellation.
- If it shall have been proved to the Company’s satisfaction that, at the time of signed receipt by the Customer for the Goods, either (a) the Goods as delivered by the Company did not comply with the Goods as ordered by the Customer or (b) the Goods as delivered by the Company were materially defective rendering them unsuitable for their purpose, then if, in the case of (a) above the Company is informed of such fact within 10 working days of delivery or, in the case of (b) above the Company is informed of such fact within 10 working days of the defect becoming apparent, the Company will use its best endeavours, but will in no circumstances guarantee, to replace the Goods without further charge.
- Nothing in this Clause shall prejudice any disclaimer of liability by the Company elsewhere in these Terms and Conditions.
- The Company shall accept no return of Goods otherwise than in the circumstances set out in (2) above.
- Delivery of the Goods shall be made in such circumstances as are agreed in writing between the Company and the Customer.
- Any time or date for Delivery quoted by the Company to the Customer whether in writing or otherwise shall not be deemed to be of the essence of any Contract between the Parties.
- The Company will not accept any liability whatsoever for any loss incurred by the Customer or their customers resulting from any delay in delivery, howsoever it may have been caused.
- The prices quoted to the Customer for the Goods are exclusive of charges for delivery and the Company shall be entitled to make separate charges for each delivery of Goods notwithstanding that all or some of the Goods delivered may have been contained in the same Order.
- If the Customer shall not accept delivery of the Goods ordered within a period of 60 days from the date of notification that goods are ready for despatch being made by the Company to the Customer, the Company shall be entitled to Both (a) render an invoice for such goods and (b) make a daily charge for the cost to the Company of storage of such Goods.
- Unless delivery in one consignment is specifically requested Goods will be despatched as they become available and each part delivery will be treated as a separate contract and invoiced separately.
- The Company does not accept responsibility for loss arising from packing damage, wrong delivery, discrepancies, or short shipments unless a written complaint is made to the Company within seven days of receiving the consignment and unless the Company is given an opportunity of inspection.
- The Company does not accept responsibility for loss of a whole consignment or any shipment forming part of the consignment unless a written complaint is made to the Company within fourteen days of the date of the invoice relating to such consignment.
The Customer shall inspect the Goods immediately on the Delivery thereof and shall within 2 working days of such inspection give notice in writing to the Company of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the Order. If the Customer fails to give such notice the Goods shall be deemed to be in all respects in accordance with the Order and the Customer shall be bound to accept and pay for the same accordingly.
- Delivery shall be deemed to be effective and the risk in the Goods shall pass:-(a)in the case of goods supplied CIF or FOB - when the goods are unloaded at the point of shipment.(b)in the case of goods collected by the Customer or the Customer’s agent ... when the goods are loaded onto the vehicle collecting them.(c)in other cases - from the time of despatch thereof from the Company’s premises or any other premises where the goods may have been stored.
- The Customer is strongly advised to insure the Goods from the time of despatch and if the Customer shall receive any payments in respect of such Goods by virtue of such insurance, it shall hold such payments in trust for the Company until the Company shall have been paid any monies outstanding under that or any other Contract.
- If delivery of all or some of the goods is hindered, prevented or delayed by force majeure, the Company shall not be liable for any loss or damage caused thereby and shall have the option to cancel wholly or in part or to suspend or delay the delivery or deliveries without incurring any liability to the Customer.
- By force majeure is meant all events or circumstances beyond the control of the Company which by their nature could not reasonably have been foreseen by the Company or if they could have reasonably been foreseen are unavoidable and which prevent or hinder the total or partial performance of any obligation under the Contract.
11.TRANSFER OF PROPERTY
- The property in the Goods to be delivered by the Company shall only be transferred to the Customer when the Customer has paid all sums owing and due to the Company under any agreement (“the Date of Payment”).
- Until the Date of Payment, the Customer, if the Company so desires is required to store the goods in such a way that they are clearly the property of the Company.
- The Company and the Customer agree that, if the Customer should either make (a) any new object/s or if the Goods become in any way whatsoever a constituent of any other object/s the Company will be given the ownership of this (these) new object/s (“the New Goods”) as surety for the full payment of the sums owed by the Customer to the Company.
- To this end, the Company and the Customer agree that the ownership of the New Goods, whether finished or not, is to be transferred to the Company and that this transfer of ownership will be considered to have taken place through and at the moment of the single operation or event by which the Goods are converted into the New Goods or are mixed with or become a constituent of any other objects. Until the moment of full payment of sums owing to the Company, the Customer shall keep the New Goods for the Company in its capacity of fiduciary owner and, if required, shall store the New Goods in such a way that they can be recognised as such. Nevertheless, the Customer shall be entitled to sell these objects to a third party within the framework of the normal carrying on of it’s business and to deliver them on condition that - if the Company so required - the Customer as long as it has not fully discharged it’s debt to the Company shall hand over to the Company any claims emanating from the transaction it has against any third party.
12.PAYMENT TERMS (UNLESS OTHERWISE STIPULATED)
- Payment for the goods by the Customer shall be made to the Company within thirty days of the sending out to the Customer from the offices of the Company of the invoice relating to the Goods (“the Time for Payment”) A duly dated invoice addressed to the Customer’s address as supplied shall be conclusive evidence that the invoice was sent out to the Customer on the date given thereon.
- Time for Payment shall be of the essence in any Contract between the Company and the Customer.
- The Customer shall not be entitled to make any deduction from the sum due as stated on the invoice in respect of any set-off or counterclaim against the Company unless both the validity and the amount thereof have been duly recognised by a Director of the Company in writing.
- The Company shall be entitled to cancel any Contract with the Customer if the Customer shall fail to pay to the Company any sum due from it or from any individual firm or company with which it is associated within the Time for Payment.
- If any sums due to the Company are not paid within the Time for Payment, the Company shall be entitled to charge interest on any such unpaid sums at the rate of 5 per centum per annum above the minimum lending rate of the Company’s Bank for the time being.
13.DESCRIPTION OF THE GOODS
The Customer shall recognise that the Company is unable to verify whether Goods supplied to the Company by the Manufacturers or other suppliers of Goods to the Company and held out by them to comply with certain specifications or data, do in fact so comply, and accordingly if Goods are supplied to the Company which are held out by the said manufacturers or suppliers as complying with certain specifications or data and such Goods are delivered to the Customer on the basis that such Goods comply with the same specifications or data, then any compensation or damages, if any, payable by the Company to the Customer, whether for breach of Contract, negligence or otherwise shall be limited to the compensation and damages obtained from the said manufacturers or suppliers to the Company in respect of their liability to the Company therefor.
14.QUALITY OR FITNESS OF THE GOODS
- If the Goods supplied to the Customer shall not be of merchantable quality or shall be otherwise defective for whatsoever reason, any compensation or damages (if any) payable by the Company to the Customer therefore, whether for breach of Contract, negligence or otherwise shall be limited to the compensation or damages obtained from the said Manufacturers or other suppliers of the Goods to the Company in respect of their liability to the Company therefor.
- The Customer shall in no circumstances rely on any skill or judgement on the part of the Company or any of its agents as regards the suitability of the Goods for any particular purpose and the Customer shall, before making any order to the Company, satisfy itself that the Goods complying with the specifications or data given in the Order are suitable for the purposes of the Customer.
- Sub-clause (2) hereof shall apply notwithstanding that the Company or its agents may have at any time made representations or given opinions, whether in writing or otherwise, as to the suitability of any Goods for any particular purpose.
15.DRAWINGS, DESIGNS AND PATENTS
The Company retains copyrights, patent rights and the right of legal protection of registered designs in its drawings, diagrams, software programmes, documents and goods. Drawings, documents, sketches etc. appended to quotations or forwarded to customers are for its personal use only. They may be neither copied (including extracts) nor made accessible to third parties without the Company’s written express consent.
The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the customers specification which involved the infringement of any patents or registered designs or the rights of any person other than the Company.
The Company reserves the right in all circumstances, unless specifically stated by the Customer in writing, to sub-contract all or any part of any order made by the Customer.
These conditions shall be subject to and construed in accordance with English Law, but the Company retains the right to sue in the Customer’s country of domicile.
19. Russell Finex cannot accept liability for consequential or indirect loss.
20. Your statutory rights are not affected.
Version 1 Oct. 06