1 APPLICATION
1.1 These conditions apply to all contracts between TFI and the
Buyer and override all conditions stipulated by the Buyer (even if
submitted in a later document) any other agreements between the
parties relating to the subject matter of this order are terminated
(except an agreement into which these conditions are incorporated).
1.2 No variation of these conditions is permitted unless agreed in writing by a
director of TFI
2 PRICE
2.1 The price to be paid for the goods or the services will be the TFI
list price at the date when the goods are despatched or the services
are provided. The price does not include V A T
2.2 In any case where TFI permits the Buyer to hold stocks of the goods and subsequently
invoices the buyer according to the amount of stock sold by the Buyer (consignment stocking)
the price shall be the TFI highest list price applicable since the data of TFI’s
last invoice to the Buyer.
3 PAYMENT
3.1 Payment for the goods or services must be made within thirty days of the day
when the goods or services are invoiced by TFI.
3.2 TFI reserves the right to charge interest on overdue sums at the
rate of 4% per annum above the Base Rate for the time being of
Barclays Bank PLC calculated on a daily basis from the due date of
Payment in Clause 3.1 until the date upon which payment is made.
3.3 TFI may at any time require the Buyer to make payment in
advance of delivery or require security for payment
3.4 If the Buyer fails to make payment by the due date or when
required, TFI may (without prejudice to any other remedy which
it may have) cancel this contract between the Buyer and TFI
and/or suspend delivery until payment is made.
3.5 The Buyer will have no statutory or other right to sell off
4 DELIVERY
4.1 Delivery dates are approximate only and while every effort will be
made to meet them, TFI will not accept responsibility or
liability if any delivery dates are not met
4.2 Without prejudice to Clause 4 1, TFI will not be liable for any
delay in delivery or non-delivery of goods or services caused by any circumstances beyond TFI control including, without limitation any
Act of God, explosion, fire, flood, war, hostilities, accident, delay in
delivery or non-delivery by TFI’s suppliers, breakdowns or accidents
to machinery, labour strike or dispute, order or decree of any court or action of any
government authority, or any other causes or any
circumstances beyond TFI’s control. On the occurrence of any of the above events TFI
reserves the right to cancel or suspend the whole
or part of any delivery.
4.3 In the case of any order for goods of a type or description not
normally held in stock by TFI and therefore specially made,
ordered or imported by TFI to meet such order, the Buyer will accept goods 10% more or 10%
less than ordered, the total price of the order being correspondingly adjusted
5 RISK AND PROPERTY
5.1 Goods supplied to the Buyer will remain the property of TFI until full payment in cash
or cleared funds has been received by TFI for those goods and for all other goods delivered
by TFI to the Buyer in respect of which payment is outstanding
5.2 Until the title to the goods passes to the Buyer
5.2:1 The Buyer will hold those goods as TFI’s Bailee
5.2:2 The Buyer will protect, store and identify the goods by
reasonable means so that they can be recognised as the property of TFI
5.2:3 The Buyer may use the goods or sell them in the ordinary course of its business
5.2:4 If the Buyer is in breach of any of its obligations to TFI or the order or the
contract for the supply of goods is cancelled or capable of being cancelled under Clause 8 below,
and provided the goods are still in existence and have not been resold, TFI may (a) by
notice to the Buyer require redelivery to it of the goods; and/or
(b) with or without previous notice, retake possession of the goods and sell the goods. For the purpose of this clause the Buyer irrevocably authorises TFI’s representatives to enter the premises on which
the goods are situated and remove the goods at the Buyers expense.
5.3 Risk in all goods supplied to the Buyer will pass to the Buyer on delivery
5.4 In the case of consignment stocking then without prejudice otherwise to these conditions
the Buyer shall if he uses the goods or sells them be deemed to have ordered them from TFI
at the time of such use or sale
6 INSPECTION
6.1 If the goods or any of them are damaged or lost while in the custody of a carrier TFI
will (at its option) either replace such goods or refund to the Buyer the cost or price of
them, but TFI’s liability in connection with any such goods will not exceed the cost of
replacement of them or the price paid by the Buyer for them
6.2 TFI will not be under any liability under 6.1 above unless the following conditions are
strictly complied with:
6.2:1 In the event of non-delivery of a whole consignment of goods the buyer must inform
TFI in writing within ten days of the date of the invoice
6.2:2 In the case of damage to goods or loss of part of a consignment the consignment must be
inspected in the presence of the carrier. If any goods are damaged or lost the consignment
note must be endorsed accordingly and the Buyer must notify TFI within forty-eight hours of
delivery, such notification to be confirmed in writing within the following five days
7 LIABILITIES AND WARRANTIES
7.1 Nothing in this clause will be deemed to exclude or restrict TFI’s
liability for death or personal injury resulting from TFI’s negligence
7.2 If any goods supplied or processed or any services supplied or
provided by or on behalf of TFI prove on inspection to be
defective in material or workmanship, TFI will (at its option)
replace the same or refund to the Buyer the price of the goods or
service but in no circumstances will liability exceed the cost of
replacement or the price paid by the Buyer for the goods or services
7.3 The Buyer will determine the suitability of the goods for its intended use and will not
rely upon any representations made by or on behalf of TFI. TFI’s liability will never exceed
the limitations in Clause 7.2 above
7.4 TFI warrants that it has title to and the right to sell the goods
7.5 TFI will not be liable for any consequential or indirect loss suffered by
the Buyer whether this loss arises from a breach of duty in contract or
in tort or in any other way (including loss arising from the TFI’s negligence). Non-exhaustive
illustrations of consequential or indirect loss are loss of profits, loss of contract, and
damage to property of the Buyer or anyone else
7.6 Except as set out in these conditions all warranties and conditions, whether express or
implied, statutory or otherwise are excluded
7.7 TFI may be willing to undertake liability additional to that
provided in this clause in exchange for a higher price
8 TERMINATION
If there is appointed a receiver or Administrator of the Buyer’s
property or assets or any part of them, or a court order is made or a resolution is passed for the winding up of the Buyer (except for the
purpose of amalgamation or reconstruction) or if the Buyer commits any act of bankruptcy, or any bankruptcy petition is presented against the Buyer, TFI may by notice in writing to the Buyer cancel all orders
and contracts between TFI and the Buyer or any part of them
remaining unfulfilled
9 JURISDICTION
All contracts between TFI and the Buyer shall be governed and
construed in accordance with the laws of England and the Buyer agrees to submit to the
jurisdiction of the Courts of Law in England in respect of them