In these terms and conditions of business:
1.1. “Buyer” means the person, firm or company whom buys the Goods and or Services under the contract or receives the benefit of any Goods and or Services rendered by the seller under any contract.
1.2. “Goods” means the goods and or services (including any instalment of the goods or any parts for them) which the seller is to supply under the Contract.
1.3. “Seller” means FFR Services Ltd Registered in England and Wales, Registration Number
1.4. 9389538 or any of its trading names including but not limited to Bryan Williams T/A FFR SERVICES, Bryan Williams T/A FRIDGE FREEZER REPAIRS, Bryan Williams T/A FROST FREE REFRIGERATION, Bryan Williams T/A FFR SERVICES, Bryan Williams T/A Pando Service UK, FFR Services Ltd, Pando Service UK Ltd.
1.5. “Conditions” means the standard terms and conditions of sale set out in this document.
1.6. “Contract” means the contract for the purchase and sale of Goods and or Services.
1.7. “Working Day” means the hours between 08.00 hours and 17.00 hours on any day of the week excluding Saturdays, Sundays and public holidays.
1.8. “Edi” mean electronic data interchange.
1.9. “Writing” includes fax, email and edi.
2.1. The Seller shall sell the Goods to the buyer in accordance with any written order of the buyer or on the buyer’s behalf, which is accepted by the seller.
2.2. These conditions shall govern the contract to the exclusion of any other terms or conditions. Any terms or conditions in the buyers purchase order shall have no effect.
2.3. Any variation to these Conditions must be agreed in writing on the Sellers letter headed paper between the Buyer and the Seller.
2.4. Any advice or recommendation relating to the goods given by any representative of the seller will not be binding on the seller unless confirmed by the seller in writing.
3.1. In placing an order for the goods, the buyer acknowledges that all information and specifications relating to the goods and any material produced by the Seller are approximate only.
3.2. Any error in any quote, sales literature or other documentation issued by the Seller may be corrected without any liability to the Seller.
3.3. All orders submitted by the Buyer must be accurate and be made in good time to allow the Seller to perform its obligations under the Contract.
3.4. The Seller may make any changes in the specification of the Goods to conform to any statutory or EU requirements or where the Goods are to be supplied to the Sellers requirements, which do not materially affect their quality or performance.
4.1. The price of the Goods is the price specified in the Sellers current price list on the date of acceptance of the order.
4.2. The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the costs of supplying the goods, which is due to any factor beyond the control of the Seller.
4.3. The price of the Goods includes delivery to the premises specified in the Buyers order.
4.4. The price of the Goods is excluding value added tax, which the Buyer will also pay to the Seller.
5.1. The Seller may Invoice the Buyer for all sums due under the Contract after the Seller has either delivered or attempted to deliver the goods.
5.2. The Buyer shall pay the Seller’s invoices in full within 7 working days of receipt of the invoice. Approved Credit Account Holders shall pay the Seller’s invoices in full within 28 working days of receipt of invoice. No deduction or set off may be made for any reason. The Seller shall not give credit for returns unless they are made in strict accordance with clause 6.5. Time for payment shall be of the essence of the contract.
5.3. If the Buyer fails to pay on the due date then the Seller (not withstanding that any Delivery may not have taken place and that title to the Goods shall not have passed to the Buyer) may:
5.3.1. Sue the Buyer to recover the sums due to it;
5.3.2. Terminate the Contract;
5.3.3. suspend any further deliveries of Goods to the buyer until all debts are paid in full irrespective of whether invoiced or not;
5.3.4. Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% above the current Bank of England Lending Base Rate.
5.3.5. Charge the Buyer an administration fee of £25.00 excluding value added tax. Per week or part thereof (both before and after any judgement) should any amount remain unpaid?
5.3.6. By the Seller giving notice in Writing to the Buyer, cancel any other contract between the Buyer and the Seller.
6.1. The time and place for delivery shall be as requested by the Buyer’s order. Where delivery is not at the Sellers premises, the Seller shall be under no obligation under Section 32(2) Sale of Goods Act 1979.
6.2. Any dates and times for the delivery are approximate only and the Seller shall not be liable for any consequences for any delay in the delivery. Time for delivery shall not be of the essence.
6.3. The Seller shall not owe the Buyer any duty of care under clause 6.2 and shall not be liable to the buyer for any loss, damage or deterioration of the Goods.
6.4. If there is any short delivery or any damage to the goods during the delivery, the Sellers liability shall be limited to the price paid to the Seller for the Goods not delivered or damaged.
6.5. No returns will be made or accepted by the Seller unless the Goods are defective or damaged in transit, in either case the Buyer must give notice in Writing to the Seller within 7 Working Days before it can return the Goods.
6.6. Goods sold under a mail order scenarios will be dealt with in strict accordance with the consumer Protection (Distance Selling) Regulations of 2000. The Buyer will be required to return the goods to us at the Buyers expense but a full refund of reasonable costs will be made on receipt of the Goods.
6.7. The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of the Seller including but not limited to, acts of God, government action, war or national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, epidemic, lock-‐outs, strikes or other labour disputes, or restraints or delays affecting the Seller.
7.1. Risk of damage or loss of the Goods shall pass to the Buyer on delivery or, if the Buyer fails to take delivery of the Goods at the time when the Seller first tries to the deliver the Goods.
8.1. Title in the Goods shall be retained by the Seller until all sums due on any account from the Buyer to the Seller have been received and cleared by the Seller. If any indebtedness on any running account between the Seller and the Buyer is reduced to nil, title shall not pass in any Goods still held by the Buyer at the time of any later default in payment by the Buyer.
8.2. Until title passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property.
8.3. If the goods are destroyed before the buyer pays in full for any of the Goods, the Buyer shall hold the proceeds of any insurance claim relating to the Goods as trustee for the Seller and shall pay the proceeds to the Seller immediately.
8.4. Until ownership in the Goods passes to the Buyer, the Seller may require the Buyer to deliver the Goods to the Seller and if the Buyer fails to do so immediately, the Seller may enter any premises where the Goods are reasonably thought to be stored and repossess the Goods.
8.5. If the Seller recovers the Goods, it may resell the Goods. If the proceeds of the sale Exceed the amount due to the Seller the Seller may use the balance to pay the costs of taking possession of the Goods and Selling the Goods. If the resale of the Goods realises less than the amount due to the Seller, the sell may recover the shortfall from the Buyer.
8.6. The Buyer shall not assign, factor or charge any of the Goods or any invoice for the Good which remain the property of the Seller. If the Buyer does so then all moneys owning by the Buyer to the Seller shall become due and payable immediately.
8.7. The Buyer shall not be deemed to be the Sellers agent for any purpose other than to Give effect to this clause 8.
8.8. Where the Contract involves a third party such as an appliance end user whom is not the Buyer, the third party concerned shall be jointly and severally held responsible and liable for the fulfilment of these terms and conditions as if they were the Buyer of the Goods.
9. Intellectual Property
9.1. All intellectual property and other proprietary rights (including, but not limited to, copyright and trademarks) and all technical, business or similar information (including, but not limited to, all designs, documents and other materials relating to the goods) created by the Seller during the course of the Contract shall be and shall remain the property of the Seller.
10.1. The Buyer shall keep the Contract confidential and shall not disclose details of it to any third party without the Sellers prior consent in Writing. The Buyer agrees not to copy or disclose to any third party, any drawings, price details or other technical papers supplied by the Seller under the Contract. These will remain the property of the Seller and must be returned to the Seller on demand.
11. Warranty and Liability
11.1. Nothing in this Clause 11 shall exclude the Sellers Liability for death or personal injury caused as a direct result of its negligence.
11.2. Save as expressly provided by these Conditions, all implied warranties or conditions are excluded to the fullest extent permitted by law and the Seller will not be liable to the Buyer for any loss of any kind whatsoever which arises out of the breach of implied warranties or Conditions or breach of any other duty of any kind imposed on the Seller by the operation of law.
11.3. The Seller will not be liable for any of the following losses which may arise by reason of any breach of the Contract or any implied warranty, condition or other item, any representation or any duty any kind imposed on the Seller by the operation of law.
11.4. any loss of anticipated profits or expected future business;
11.5. damage of reputation or goodwill;
11.6. any damages, costs or expenses payable by the Buyer to any third party;
11.7. loss or any order or contract; or
11.8. any consequential loss of any kind
11.9. Unless provided in these Conditions, any liability of the Seller for breach of any express or implied term of this Agreement shall be limited to the reasonable cost of remedying any defect in the Goods or other matter constituting a breach and in no circumstances shall the Sellers liability exceed the total amount paid by the Buyer to the Seller under the Contract.
11.10. Without prejudice to any other provision of this clause 11, the Seller will not be in breach of the terms of the contract for any delay in performing or failure to perform, its obligations under the Contract if that delay if failure was due to any cause or circumstances beyond the Sellers reasonable control.
11.11. Goods supplied under a mail order scenario are specifically NOT warrantied as we are unable to determine the competency of the fitter.
12.1. The Buyer shall indemnify the Seller against any loss or damage suffered by the Seller as a result of any claims brought against the Seller by any third party for:
12.1.1. any loss, injury or damage caused by the Goods or their use;
12.1.2. any loss, injury or damage in any way connected with this Contract provided that this clause will not require the Buyer to indemnify the Seller against any liability for the Sellers own negligence or breach of Contract.
12.2. Where the person receiving the benefit of any Goods and or Services rendered by the Seller is an individual, they shall indemnify the Seller at full commercial rates the amount invoiced to any Manufacturer, Retailer, Landlord, Letting Agent, Insurance Provider, Third Party Work Provider or other entity, whenever the invoice rendered to any Manufacturer, Retailer, Landlord, Letting Agent, Insurance Provider, Third Party Work Provider, Landlord, Letting Agent, Insurance Provider or other entity is not settled in full for any reason whatsoever, within the agreed credit terms. Payment by the person receiving the benefit of any Goods and Services is to be made in accordance with section 5.2 of these terms and conditions.
12.3. Items and goods including spare parts stored for 7 days or more are subject to a storage charge of £1.00 plus VAT per day per item held for storage. Items held for 91 days will be disposed of to recover any outstanding costs in accordance with the Torts (Interference of Goods) Act 1977
13.1. The Seller may terminate this Contract or any other Contract between the Buyer and the Seller and may cancel or suspend future Contracts, and demand full and immediate payment of all amounts invoiced if the Buyer:-‐
13.1.1. is in breach of these Conditions or any other contract between the parties ; or
13.1.2. has a petition presented for its winding up, or for an administration order to be made in respect of it; has a receiver or administrative receiver appointed over it or any of its assets; resolves to wind itself up (other than by solvent reorganisation); has a bankruptcy order made against it or any of its partners, or enters, or proposes to enter into composition or voluntary arrangement with its creditors.
13.2. On termination for whatever reason, the Buyer shall pay to the Seller all costs, expenses (including legal and other fees incurred), arrears, charges or other payments arising in respect of the Goods and or Services under the Contract.
13.3. Termination shall not affect either party’s accrued rights under the Contract.
14.1. Any notice required under these Conditions shall be in Writing addressed to the other party at its registered office or principle place of business or any other address notified by the receiving party to the party giving the notice. Any notice shall be deemed to have been served:-‐
14.1.1. if sent be pre paid first class post to the party whom it is given on the second working day after posting, or if sent by fax to the recipients fax number, at the date and time given on the senders Transmission acknowledgement slip, or
14.1.2. if sent by email to the recipients email address, at the date and time given on the senders transmission acknowledgement log.
14.2. If any of these Conditions is held by a competent authority to be unlawful, invalid or unenforceable in whole or in part then the validity of all the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law.
14.3. The Contract and these conditions shall be under English Law and the parties submit the exclusive jurisdiction of the English Courts if there are any disputes between them of any kind.
14.4. The Buyer shall not transfer, assign or sub contract its obligations under the Contract without the Sellers prior consent in Writing.
14.5. Failure or neglect by the Seller to enforce at any time any of these Conditions shall not be a waiver of the Sellers rights and it shall not affect the validity of the whole or any part of these Conditions or prejudice the Sellers right to take subsequent action.
14.6. The Seller has the absolute right to refuse or restrict any order from the Buyer without reason at any time.
14.7. The masculine shall also include the feminine and visa-‐versa. The singular shall also include the plural and visa-‐versa.
14.8. Bankers forBACs Transfers: TSB BANK. SORT CODE 77 71 35 A/C 00956260