The Terms of Trade of Form Lab LTD (hereinafter called “The Company”) of Duke Studios, 3 Sheaf Street, Leeds, West Yorkshire, LS10 1HD, UK.
All orders, in whatever terms, are accepted subject to the following conditions and no additions or alterations shall apply unless specifically agreed in writing by a Director or the Secretary of the Company. Previous dealings between the Company and any customer shall not vary or replace these terms or be deemed in any circumstances to do so. The customer acknowledges that before entering into an agreement for the purchase of any goods from the Company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a Company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for winding up of the Company or apply for the appointment of an administrator or exercise any other rights over or against the Company’s assets. Each provision of these terms is to be construed as a separate limitation applying and surviving even if for any reason one or more of the said provisions is held inapplicable or unreasonable in any circumstances. In any interpretation of these conditions the word ‘goods’ shall where applicable include, but not by way of limitation, any apparatus, services rendered or work done.
1.1 Quotations are valid for 30 days, but the Company reserves the right to increase quoted prices at any time (whether before or after the date of the Company’s acceptance of an order) to cover: (i.) circumstances beyond the Company’s control including, but not by way of limitation, increases due to exchange rate fluctuations, rises in taxes and the cost of materials or transport. (ii.) Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders due to the customer’s instructions or lack of instructions. Prices quoted do not include VAT unless explicitly stated. All accounts are payable 30 days from the date of the Invoice.
2.1 The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of the customer’s commitments to the Company not being met.
3.1 The acceptance of a cancellation of an order by the customer shall be at the discretion of the Company.
4.1 If an order is cancelled in any of the circumstances set out above, then the customer shall indemnify the Company against all loss, costs, damages, charges and expenses arising out of the order and the cancellation thereof.
5.1 The Company will use its best endeavours to comply with its quoted delivery dates but the Company shall not be liable for any loss or damage (whether direct or consequential) whatsoever arising from late delivery of goods or materials and the customer shall not be entitled to treat the contract as repudiated by reason of any such late delivery.
6.1 The acceptance by the Company of any order for goods shall constitute an agreement to sell the goods and not a sale of them and no title to the said goods shall pass to the customer by reason of delivery or acceptance of the same.
7.1 The Company shall remain the sole and absolute owner of the goods until such time as the agreed price of the goods shall have been paid in full to the Company by the customer. Until such time the customer shall be the bailee of the goods for the company and shall store them upon his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.
8.1 Goods the subject of any agreement by the company to sell shall be at the risk of the customer as soon as they are delivered by the company to his vehicles, the vehicles of his carriers or his premises or otherwise to his order.
9.1 The customer’s right to the possession of the goods shall cease if he commits any available act of bankruptcy or (being a company) shall go into liquidation (save for the purpose of amalgamation or reconstruction of a solvent company) or shall have a receiver appointed of its undertaking or if the customer shall enter into any arrangement or composition for the benefit of his creditors or shall suffer any distress or execution to be levied on his goods or (being a company) shall do anything which would entitle any person to present a petition for winding up or to apply for an administration order. The customer agrees that the Company may for the purpose of recovery of its goods enter the premises of the customer and repossess such goods.
10.1 The customer shall be at liberty to incorporate the Company’s goods into another product or chattel subject to the condition that if the goods the property of the Company are admixed or united in any way with those of the customer, the product thereof shall become and/or shall be deemed to be for all purposes the property of the Company. If the goods the property of the Company are admixed or united in any way with the property of any person or persons other than the customer or are processed with or incorporated therein, the product thereof shall become and shall be deemed for all purposes to be owned in common with that other person or persons.
11.1 On sale to a sub-purchaser of any products, goods or chattels to which the Company’s goods have been attached or been incorporated, the proceeds thereof shall be held in trust for the Company, shall not be mingled with other monies and shall not be paid into any overdrawn bank account but shall be paid into a fiduciary account for the Company with the customer’s bankers and not until payment to the Company of the agreed price shall the customer be entitled to transfer any other monies to any other account.
12.1 The customer shall inspect the goods immediately upon delivery thereof and shall within fourteen days from such delivery give notice in writing to the Company of any damage or loss or shortage of goods, or of any matter or thing by reason whereof the customer may allege that the goods are not in accordance with the contract or are defective in material or workmanship. If the customer shall fail to give such notice the goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent upon reasonable examination of the goods and the customer shall be deemed to have accepted the goods accordingly. In the event that the customer establishes to the Company’s reasonable satisfaction that the goods are not in accordance with the contract or are so defective, the customer’s sole remedy in respect of such non-accordance or defects shall be limited as the Company may elect to the replacement of the faulty part or refund of the purchase price against the return of the goods.
13.1 Defects after delivery. The Company will make good by repair, re-working at the Company’s option by the supply of a replacement, defects which under proper use appear in such part or parts of the goods as are of the company’s manufacture within a period of twelve months after the goods have been delivered and arise solely from faulty materials or workmanship.
Provided always that: (i.) Any such goods requiring inspection for repair or replacement are delivered promptly by the customer, carriage paid, to the Company. (ii.) The goods are properly maintained and operated in accordance with any instructions supplied to the customer by the Company. (iii.) Any repairs to the goods which may become necessary are carried out by the Company or its agents or otherwise as the Company may at its discretion agree in writing. (iv.) Prompt notification of the discovery of any defect in the goods is given to the Company and, if aggravated damage may result from continued operation, the goods are not used again until repairs have been effected.
14.1 The Company will use all reasonable endeavours to procure for the customer the benefit of such warranties and other rights as are conferred upon the Company in relation to defects in such part or parts of the goods as are not of the Company’s manufacture by terms of the Company’s agreement with the suppliers of the goods.
15.1 These terms set out the Company’s entire liability in respect of the goods, and the Company’s liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express, implied or statutory or otherwise in respect of the quality or the fitness for any particular purpose of the goods or otherwise howsoever (notwithstanding any advice or representation to the customer, all liability in respect of which howsoever arising is expressly excluded) except any implied by law or statute and which by law or statute cannot be excluded. Save as provided in these terms and except as aforesaid the Company shall not be under liability, whether in contract, tort or otherwise in respect of defects in the goods or failure to correspond with the specification or sample or for any injury, damage or loss resulting from such defects or from any work done in connection therewith.
16.1 Limitation of liability: The Company’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the goods, or for any breach of the agreement or of any duty owed by the customer in connection therewith shall be further limited in the aggregate to the price of the goods in question.
17.1 Patent Rights: The sale of any goods and the publication of any information or technical data relating to such goods does not imply freedom from patent or other protective rights in respect of any particular application of the goods.
18.1 Force Majeure: The Company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under a contract due to any cause outside the reasonable control of the Company including but not limited to civil commotion, strikes, lock-outs, war, fire, accidents, epidemics, governmental regulations or requirements, unavailability of materials or failure of original manufacturer or supplier, carrier or sub-contractor to deliver the goods and if the delay or failure has continued for a period of 3 months then either party may give notice in writing to the other determining the contract and on such determination the Company shall refund to the customer any payment which the customer has already made on account of the price of the goods after deduction of any payment due to the Company.
19.1 Law: Any contract between the Company and the customer shall be governed by English law. Any dispute arising out of or in connection with these terms shall be determined by the English Courts.
20.1 Health and Safety at Work Act 1974. For the purposes of section 6 of the Health and Safety at Work Act 1974 the customer hereby undertakes that the goods supplied by the Company will be used as specified and for laid down uses in accordance with the appropriate Health and Safety information supplied by the Company and, in particular, ensure that this information will be brought to the attention of all users of the goods. All such information provided by the Company is based on results gained from experience and tests by the manufacturers and is believed to be accurate and adequate for the uses laid down but no liability can be accepted for uses outside those laid down.