Terms and Conditions
Business Day: a day (other than a Saturday, Sunday or public holiday)
when banks in London are open for business;
Conditions: the terms and conditions set out in this document;
Contract: the contract between the Supplier and the Customer for the
sale and purchase of the Goods in accordance with these Conditions;
Customer: the person, firm or company who agrees to buy the Goods
from the Supplier;
Force Majeure Event: an event or circumstance beyond a party’s
Goods: the goods (or any part of them) described in the Order;
Order: the Customer’s order for the Goods, as set out overleaf;
Specification: the specification for the Goods, including any related
plans and drawings, that is agreed in writing by the Customer and the
Supplier and as set out in or referred to the Order;
Supplier: Farmiloe & Farmiloe (W.B.S.) Limited (registered in England
and Wales with company number 00671298).
Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the
Goods in accordance with these Conditions. The Customer is
responsible for ensuring that the terms of the Order and any
applicable Specification submitted by the Customer are complete and
2.3 The Order shall only be deemed to be accepted when the Supplier
issues a written acceptance of the Order, at which point the Contract
shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any
term endorsed upon, delivered with or contained in any documents of
the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising supplied by
the Supplier and any illustrations contained in the Supplier’s
catalogues or brochures are produced for the sole purpose of giving
an approximate idea of the Goods referred to in them. They shall not
form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an
3.1 The Goods are as described in the Specification.
3.2 The Supplier reserves the right to amend the Specification if required
by any applicable statutory or regulatory requirements or to the extent
that the nature or quality of the Goods are not materially affected.
4.1 The Supplier shall ensure that:
each delivery of the Goods is accompanied by a delivery note that
shows the date of the Order, the type and quantity of the Goods
(including the code number of the Goods, where applicable), special
storage instructions (if any) and, if the Goods are being delivered by
instalments, the outstanding balance of Goods remaining to be
4.2 The Supplier shall deliver the Goods to the location set out in the
Order or such other location as the parties may agree (Delivery
Location) at any time after the Supplier notifies the Customer that the
Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods at
the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of
delivery is not of the essence. The Supplier shall not be liable for any
delay in delivery of the Goods that is caused by a Force Majeure Event
or the Customer’s failure to provide the Supplier with adequate
delivery instructions or any other instructions that are relevant to the
supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to
the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Supplier shall have
no liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or default or delay by a
third party or the Customer’s failure to provide the Supplier with
adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within five
Business Days of the Supplier notifying the Customer that the Goods
are ready, then, except where such failure or delay is caused by a
Force Majeure Event or the Supplier’s failure to comply with its
obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at
9.00 am on the fifth Business Day after the day on which the Supplier
notified the Customer that the Goods were ready; and
4.6.2 the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
4.7 Subject to clause 5.2, if ten Business Days after the day on which the
Supplier notified the Customer that the Goods were ready for delivery
the Customer has not accepted delivery of them, the Supplier may, to
the extent possible, resell or otherwise dispose of part or all of the
Goods and the Customer shall be liable to pay a cancellation charge
not exceeding 75% of the price of the Goods.
5.1 The Supplier warrants that on delivery, the Goods shall:
5.1.1 conform in all material respects with the Specification;
5.1.2 be free from material defects in design, material and workmanship;
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act
5.1.4 be fit for any purpose set out in the Order.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier within seven days
of discovery that some or all of the Goods do not comply with the
warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods
(if possible), or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with
the warranty set out in clause 5.1 in any of the following events:
5.3.1 any further use of such Goods is made after giving notice in
accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier’s
oral or written instructions as to the storage, commissioning,
installation, use and maintenance of the Goods or (if there are none)
good trade practice regarding the same;
5.3.3 the defect arises as a result of the Supplier following the
5.3.4 the Customer alters or repairs the Goods without the prior written
consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal storage, installation or working conditions; or
5.3.6 the Goods differ from the Specification as a result of changes made
to ensure they comply with applicable statutory or regulatory
5.4 Except as provided in this clause 5, the Supplier shall have no liability
to the Customer in respect of the Goods’ failure to comply with the
warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979
are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods
supplied by the Supplier.
Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of
delivery in accordance with clause 4.3.
6.2 Title to the Goods shall not pass to the Customer until the Supplier
receives payment in full (in cash or cleared funds) for the Goods in
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respect of which payment has become due, in which case title to the
Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer
6.3.1 store the Goods separately from all other goods held by the Customer
so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on
or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the
events listed in clause 8.1; and
6.3.5 give the Supplier such information relating to the Goods as the
Supplier may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in
the ordinary course of its business (but not otherwise) before the
Supplier receives payment for the Goods. However, if the Customer
resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer
immediately before the time at which resale by the Customer occurs;
6.4.3 the Customer shall hold any proceeds from a resale or the use of the
Goods as fiduciary for the Supplier and shall be accountable to the
Supplier for any sums so held.
6.5 If before title to the Goods passes to the Customer the Customer
becomes subject to any of the events listed in clause 8.1, then,
without limiting any other right or remedy the Supplier may have:
6.5.1 the Customer’s right to resell the Goods or use them in the ordinary
course of its business ceases immediately; and
6.5.2 the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession that
have not been resold, or irrevocably incorporated into another
(b) if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order to
Price and payment
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The Supplier may, by giving notice to the Customer at any time up to
10 Business Days before delivery, increase the price of the Goods to
reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond the Supplier’s control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities
or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the
Customer to give the Supplier adequate or accurate information or
7.3 The price of the Goods:
7.3.1 excludes amounts in respect of value added tax (VAT), or other
equivalent sales tax, which the Customer shall additionally be liable to
pay to the Supplier at the prevailing rate, subject to the receipt of a
valid VAT invoice; and
7.3.2 excludes the costs and charges of transport of the Goods where
specifically required or agreed, which shall be invoiced to the
7.4 The Supplier may invoice the Customer for the Goods on or at any
time after the completion of delivery.
7.5 The Customer shall pay the invoice in full and in cleared funds by the
end of the month following the month the invoice was dated. Payment
shall be made to the bank account nominated in writing by the
Supplier. Time for payment is of the essence.
7.6 If the Customer fails to make any payment due to the Supplier under
the Contract by the due date for payment, then the Customer shall
pay interest on the overdue amount at the rate set by s.6 Late
Payment of Commercial Debts (Interest) Act 1998 . Such interest
shall accrue on a daily basis from the due date until actual payment
of the overdue amount, whether before or after judgment. The
Customer shall pay the interest together with the overdue amount.
7.7 The Customer shall pay all amounts due under the Contract in full
without any set-off, counterclaim, deduction or withholding (except for
any deduction or withholding required by law). The Supplier may at
any time, without limiting any other rights or remedies it may have, set
off any amount owing to it by the Customer against any amount
payable by the Supplier to the Customer.
8.1 Without limiting its other rights or remedies, the Supplier may
terminate this Contract with immediate effect by giving written notice
to the Customer if:
8.1.1 the Customer commits a material breach of any term of the Contract
and (if such a breach is remediable) fails to remedy that breach within
7 days of that party being notified in writing to do so;
8.1.2 the Customer takes any step or action in connection with its entering
administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of the
court, unless for the purpose of a solvent restructuring), having a
receiver appointed to any of its assets or ceasing to carry on
8.1.3 the Customer suspends, threatens to suspend, ceases or threatens to
cease to carry on all or a substantial part of its business; or
8.1.4 the Customer’s financial position deteriorates to such an extent that
in the Supplier’s opinion the Customer’s capability to adequately fulfil
its obligations under the Contract has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, the Supplier may
suspend provision of the Goods under the Contract or any other
contract between the Customer and the Supplier if the Customer
becomes subject to any of the events listed in clause 8.1.1 to clause
8.1.4, or the Supplier reasonably believes that the Customer is about
to become subject to any of them, or if the Customer fails to pay any
amount due under this Contract or any other contract or agreement
on the due date for payment.
8.3 Without limiting its other rights or remedies, the Supplier may
terminate the Contract with immediate effect by giving written notice
to the Customer if the Customer fails to pay any amount due under
the Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall
immediately pay to the Supplier all of the Supplier’s outstanding
unpaid invoices and interest.
8.5 Termination of the Contract shall not affect any of the parties’ rights
and remedies that have accrued as at termination, including the right
to claim damages in respect of any breach of this Contract that
existed at or before the date of termination.
8.6 Any provision of the Contract that expressly or by implication is
intended to come into or continue in force on or after termination
shall remain in full force and effect.
Limitation of liability
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s
9.1.1 death or personal injury caused by its negligence, or the negligence of
its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for the Supplier to
exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 the Supplier shall under no circumstances whatsoever be liable to the
Customer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, loss of contract or
business, or any indirect or consequential loss arising under or in
connection with the Contract; and
9.2.2 the Supplier’s total liability to the Customer in respect of all other
losses arising under or in connection with the Contract, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, shall in no circumstances exceed [the price of the Goods
paid by the Customer.
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Neither party shall be in breach of this Contract nor liable for delay in
performing, or failure to perform, any of its obligations under this
Contract if such delay or failure result from a Force Majeure Event. If
the period of delay or non-performance continues for [four] weeks,
the party not affected may terminate this Contract by giving written
notice to the affected party.
11.1.1 The Supplier may transfer its rights and obligations under the
Contract to another party, but the Customer may not do so unless the
Supplier agrees in writing.
11.2 Entire agreement
11.2.1 This Contract constitutes the entire agreement between the Supplier
and the Customer and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its
11.2.2 Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in this agreement. Each
party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in this agreement.
11.3 Variation. No variation of this Contract shall be effective unless it is in
writing and signed by the parties (or their authorised representatives).
11.4 Waiver. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that
or any other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
11.5 Severance. If any provision or part-provision of the Contract is or
becomes invalid, illegal or unenforceable, it shall be deemed modified
to the minimum extent necessary to make it valid, legal and
enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification
to or deletion of a provision or part-provision under this clause shall
not affect the validity and enforceability of the rest of the Contract.
11.6 Third party rights. No one other than a party to this Contract shall
have any right to enforce any of its terms.
11.7 Governing law. The Contract, and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it
or its subject matter or formation, shall be governed by and construed
in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to settle any dispute or
claim (including non-contractual disputes or claims) arising out of or
in connection with this Contract or its subject matter or formatio