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Terms and Conditions

Flexcables Ltd
Standard Conditions of Sale


Flexcables Ltd will hereafter be referred to as the Seller.


1.0) GENERAL
These conditions shall apply to all contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other
terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order,
confirmation of order or similar document. All orders for goods shall be deemed to be an offer by the Buyer to purchase
goods pursuant to these conditions. Acceptance of delivery of the goods shall be deemed conclusive evidence of the
Buyer's acceptance of these conditions. Any variation to these conditions (including any special terms or conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Seller.


2.0) QUOTATIONS
No quotation, issued by the Seller is to be treated as an offer by the Seller, but as a basis to treat, open for the period stated
therein or when no period is so stated, then within thirty days after the date of quotation. If an order is placed on the basis
of the quotation, such an order will be treated as an offer subject to these Conditions and shall not be binding upon the
Seller unless accepted by the Seller in writing. Quotations are subject to the Seller being able to purchase and obtain
necessary materials.


3.0) QUOTATION OF PRICES
Quoted prices will be subject to variation according to material costs at the time of manufacture other than for price list items
which will be subject to the price ruling at the date of despatch.


4.0) PAYMENT
Unless otherwise agreed, the following terms apply: a)The purchase price shall be payable in full on or before the last day of
the calendar month following the month of despatch. b) Interest will be charged on all overdue accounts at 4% per annum
above the prevailing Bank Rate. c) Without prejudice to any other rights of the Seller, if any payment from the Buyer is
overdue under this or any other contract between the parties, the Seller shall have right to suspend or cancel this or such other
contract in its entirety. d) If at any time the Buyer is in default of any of the Terms and Conditions of this contract,
particularly failure to pay any accounts due by the correct dates, all monies payable by the Buyer shall immediately become
due. e) If any distress, execution or other legal process shall be levied upon or served against the Buyer's property or if the
Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy, or if
any petition shall be presented or made against the Buyer or if the Buyer is a company any resolution of a petition to wind up
shall be passed or presented or is the Receiver or Administrative Receiver of all or any of its assets shall be appointed
(without prejudice to any other rights which the Seller may have) in each or every such case, the Seller shall have the right at
any time to suspend or determine the contract or any unfulfilled part thereof and to cancel any outstanding enquiries, to stop
any products in transit and notwithstanding any other provisions, payment in respect of any delivery shall be immediately
due.


5.0) DELIVERY
The Seller will use its best endeavours to meet the delivery dates quoted, promised or requested but shall not be liable to
make good any loss or damage howsoever arising (whether directly or indirectly) out of delay or in failure to make delivery
of the goods or any part thereof. UK Mainland deliveries are delivered free of charge by normal means at the Seller's
option. All other deliveries may incur a carriage charge. Cables will be supplied to a length tolerance of ± 2.5% unless
otherwise agreed.


6.0) CANCELLATION
If the Buyer gives notice of cancellation of an acknowledged order prior to the Sellers material purchase to satisfy the order,
then the Seller will charge 25% of the order value for business disruption. If the Buyer gives notice of cancellation and the
Seller has made commitment to material purchase and or part manufactured the cancelled order, then the Seller will invoice in
full for the cable fully or part manufactured and the value of any materials not processed to fulfil the balance of the order.


7.0) LATE SHIPMENT DUE TO INSPECTION OR SHIPPING NOT WITHIN THE CONTROL OF THE SELLER
Where the Seller has given appropriate notice that goods are available for inspection and/or shipping, then if a delay occurs in
inspecting and/or shipping through no fault of the Seller, then the Buyer will pay against invoice for the value of the goods held
awaiting inspection and/or shipping.


8.0) DAMAGE OR LOSS IN TRANSIT
The Seller is not responsible for damage or loss in transit. Carriers receipts should be signed "unexamined" and in the event
of damage or shortage, notification must be sent within seven days of receipt to the Seller, and the packaging and contents
shall be retained for the Seller's inspection by the Buyer. Goods consigned by parcel post are subject to the Regulations of
the Postal authorities. In the event of non-receipt of goods by the Buyer within 7 days of despatch, advice or invoice
(whichever is earlier) the Buyer shall notify the Seller immediately in writing. If the Buyer fails to comply with the
provisions of this Clause the Buyer shall be liable to pay for the goods delivered damaged as though they had been
delivered in good condition.


9.0) FITNESS FOR PURPOSE
The buyer shall determine the fitness for purpose of the goods for Buyer's intended use and assume all risk and liability in
connection therewith.


10.0) ALTERATION BY BUYER OF SPECIFICATION OR LENGTHS OF CABLE AFTER ORDER HAS
BEEN RECEIVED

Notwithstanding anything to the contrary in any other terms and conditions, the Seller can claim for additional costs and
possible extension of delivery date by notice in writing within 21 days of receipt of alterations as above. The Seller can
alternatively reject the order, or can re-quote the order, and can charge for any work done which cannot be utilised in the
amended order.


11.0) TECHNICAL ADVICE OR ASSISTANCE OR RECOMMENDATIONS
The Seller at the request of the Buyer, may, but without obligation to do so, furnish technical advice or assistance or
recommendation with reference to the use of the goods or materials sold hereunder, on the express condition that any such
advice or assistance or recommendation is given and accepted at the Buyer's risk and the Seller shall not be liable for any
loss, damage costs or claims arising therefrom. The Seller is not responsible for the consequences of any inadequacies,
inaccuracies or other deficiencies in any drawing, specification or other information provided by the Buyer to the Seller.


12.0) FORCE MAJEURE
If the Seller is prevented (either directly or indirectly) from making delivery of the goods or any part thereof by reason of
Act of God, war, strikes, lockouts, industrial disputes, fires, explosions, breakdowns, failure of sources of supply of
materials, shortage or delay in obtaining fuel supplies, interruption of transport, Government action or any other cause
whatsoever outside of the Seller's reasonable control, the Seller shall be under no liability whatsoever to the Buyer.


13.0) TITLE OF GOODS AND RISK
The title of the goods shall remain vested in the Seller and shall not pass to the Buyer until the Seller has received payment of
the purchase price in full. So long as title in the goods remains vested in the Seller, the Seller shall be at liberty at any time to
retake possession thereof and for that purpose to enter upon the premises of the Buyer or any other premises where goods may
be. Notwithstanding that title has passed to the Buyer, the Buyer shall be at liberty to re-sell the goods, but any such resale shall
be deemed for account of the Seller and any proceeds thereof, whether received from the Sub-Buyer or from any Assignee of
the debt due from the Sub-Buyer shall be held by the Buyer on behalf of the Seller until such time as the purchase price shall
have been paid in full. If, prior to the passing of the title therein, the Buyer shall process the goods or mix them with other
goods, ownership of the processed or mixed goods shall forthwith vest in the Seller and shall remain so vested until such time as
the purchase price is paid in full. Risk shall pass on the delivery of the goods.


14.0) LIABILITY
All conditions, guarantees or warranties whether expressed or implied by statute common law or otherwise are hereby
excluded. The Seller shall not be liable for consequential losses of any kind arising directly or indirectly from or in
consequence of the sale of any goods by the Seller or the use of the Seller's goods. The Seller encourages the Buyer to verify
the correctness of goods prior to use or installation. The Seller shall not be liable for damage to property arising directly or
indirectly from any defect in or failure of, or unsuitability for any purpose of the goods whether due to any act, abuse,
omission, negligence of the Seller or its employees or agents or to faulty design, workmanship or materials, beyond the extent
of the Seller's prevailing insurance cover. d) Notwithstanding the foregoing, the Seller will supply new goods in exchange for
any defective goods or, at the Seller's option, the Seller will repair defective goods provided that the defect arises under
proper and normal use and solely from faulty design, workmanship or materials and provided that written notice giving full
details of the alleged defects is received by the Seller within 12 months of the date of despatch of goods.


15.0) THIRD PARTY INDUSTRIAL RIGHTS
Where goods are supplied to the Buyer's drawings, designs or specification the Buyer warrants that the manufacture, supply or
sale by the Seller will not infringe Patent or Registered Design or Copyright and will indemnify the Seller against all liability
for any infringement and against all actions, proceedings, claims, costs, demands and expenses in relation thereto.


16.0) PROPER LAW
These Conditions and all Contracts to which they apply shall in all respects be governed by and construed in accordance with
the Laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.