Conditions of Sale
In the following Conditions, "we", "us" and "our" refer to Fairview Electronics Ltd.
General
All orders accepted by us are subject to these Conditions of Sale. Unless expressly authorised in writing by one of our directors, no variations to these Conditions of Sales are permitted. These Conditions shall apply in preference to and supersede any terms and conditions made in the buyer's order form or correspondence or otherwise, including any implied terms, warranties, conditions or stipulations (except any which are by law incapable of exclusion).
Prices
Quotations represent no obligation on our part until we accept the buyer's order. Quotations are given and orders accepted at prices then ruling, but we reserve the right to execute orders at prices ruling at the time of despatch. Prices may be increased in the event of changes in import duty, exchange rates or surcharges, VAT, freight charges, or manufacturers' prices. Unless otherwise stated, prices quoted exclude packing, delivery and insurance costs, and any taxes, duties, surcharges and VAT payable on any sale to the buyer. We reserve the right to amend prices to correct omissions or errors.
No discounts shall apply unless previously agreed by us in writing.
Delivery
Any time or date quoted by us for delivery is given and intended as an estimate only. Whilst every endeavour is made to meet given dates and times, we shall have no liability whatsoever for any delay in despatch or delivery, or for any loss occasioned directly or indirectly thereby.
We reserve the right to deliver by instalments against any order; i.e. purchase orders placed on Fairview Electronics Ltd are divisible. Each delivery made thereunder:
shall be deemed to arise from a separate contract, and
shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any other contract.
Transit
We will endeavour to replace free of charge goods damaged or lost in transit provided the buyer notifies us in writing, within 3 days of delivery in the case of damaged goods, and within 6 days of invoice date in the case of non-delivery. Damaged goods must be held for inspection to enable a claim to be made to the carrier. If on delivery the shipment appears to be short, we should be notified within 3 days of receipt and the goods held for inspection
Payment
Orders can only be accepted on a proforma basis unless an approved credit account has been established with us. Once an approved credit account has been established, proper payment of an invoice is due within 30 days of the end of the month following the invoice date, unless otherwise agreed in writing by us. At our discretion, interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above LloydsTSB Bank Plc base rate from time to time in force.
Property
The property in the goods shall remain in Fairview Electronics Ltd until we have received payment in full for the goods.
If the buyer (who as between himself and any third-party sub-purchaser shall be deemed to act on his own account and not as our agent) shall sell the goods prior to making payment in full for them, our beneficial entitlement therein shall attach to the proceeds of such sale or to the claim for such proceeds and the buyer shall hold all such proceeds of sale on separate account for us absolutely.
So long as the property in the goods remains in Fairview Electronics, the buyer shall store the same so that they are clearly identifiable as our property and we shall have right without prejudice to the obligations of the buyer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any premises occupied by the buyer).
Nothing in this Condition shall confer any right upon the buyer to return the goods sold hereunder. We may maintain an action for the price notwithstanding that property in the goods may not have passed to the buyer.
Passing of risk
Notwithstanding that ownership of the same may remain with us, as from the time of delivery of the goods to the buyer the risk of any loss of or damage to the goods from whatever cause arising shall be borne by the buyer.
Default
If the buyer makes any default in payment on the due date (time being of the essence) or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a company) enters into liquidation (whether compulsory or voluntary) or has a receiver or manager appointed to the whole or any part of the business or undertaking, or if distress or execution is levied or threatened upon any of the buyer's property, then in any such case (and without prejudice to any other rights we have):
we shall be entitled to repossess and resell goods delivered to the buyer and not paid for in full and for that purpose to enter the property in which they are situated;
we shall be entitled to suspend all further deliveries to the buyer until the default is made good or to refuse to deliver any further goods to the buyer and to resell any further goods ordered by the buyer whether they are the balance of an order or the whole part of another order;
the buyer shall in any event be liable to make good to us our loss of profit on all such goods and all costs and expenses of repossession, storage, insurance and sale, and to pay us interest as provided above until actual payment.
Warranties and Claims
The Company warrants (subject to the other provisions of these Conditions) that at the time of delivery the Goods will comply with any specification given by the Company for the Goods. The Company insofar as it is able so to do will pass on to the Customer the benefit of any manufacturer’s warranty on any Goods supplied by the Company but will not accept liability for the failure of the Goods to meet the manufacturer's specification.
The Company shall not be liable for a breach of the warranty in respect of any shortages on delivery if:
the Customer does not give written notice of any defect or shortages in the Goods, or part thereof to the Company within 3 (three) Working Days of delivery;
the Company is not given a reasonable opportunity of examining the Goods and the Customer (if asked to do so by the Company) does not return the Goods, or the part(s) claimed to be defective, to the Company’s place of business for the examination to take place there. In the event of a return being requested by the Company, the Company shall have the right to charge carriage to and from the delivery location and the costs involved in the removal of the Goods, or the part(s) claimed to be defective, from the Customer's premises. In no instance shall the Customer return Goods once delivered to the Customer without prior written authority or request from the Company;
the Customer makes any further use of the Goods after giving notice of any defect in the Goods;
the defect arises because the Customer failed to follow any instructions of the Company as to the storage or use of the Goods or good trade practice; or
the Customer alters the Goods or their packaging without the written consent of the Company.
If any of the Goods do not conform with the warranty the Company shall at its option replace such Goods, or the defective part(s) thereof, or refund the price of the defective Goods (where this has been paid) and shall have no further liability for breach of the warranty in respect of such Goods. For the avoidance of doubt any claim made by the Customer against the Company in respect of and arising from any damage to or defect in the Goods or the Services supplied shall be limited to the value of the defective part(s) of the Goods or Services supplied.
Notwithstanding the warranty given is expressly excluded from the terms of this Contract where the Goods are to be used by the Customer or sold on to customers of the Customer for the purpose of inclusion or use in either any military installation, equipment, service or system or aerospace installation, equipment, service of system or life quality installation or equipment which includes but is not limited to:
life support devices or systems intended for surgical implant into the body or to support or sustain life; and
a critical component in any component of a life support device or system.
Under no circumstances will we be liable, in contract or otherwise, for any loss, damage, expense or injury of any kind consequential or otherwise, arising out of or in connection with the installation, use or failure of the goods sold or of any defect in such goods. No action shall be brought for breach of contract more than one year after accrual of the cause of action.
Use of goods
The buyer acknowledges that he is exclusively responsible for detailing the specification for all goods ordered from us, for ascertaining the use to which they will be put, and for determining their ability to function for that purpose. Accordingly, we have no liability arising out of any advice given by us to the buyer relating to his requirements in respect of any goods.
Restriction of Hazardous Substances
Our advice notes indicate whether we believe a part is RoHS compliant. However, Fairview Electronics Ltd, a distributor, relies on information made available by product manufacturers (and other distributors) relating to product descriptions as lead-free or RoHS compliant. We do not warrant or guarantee product description or content and will not be liable for a manufacturer's or suppliers' act or omission or misleading product information.
Patent Warranty
The buyer warrants that any design or instruction furnished or given by him shall not be such as will cause us to infringe any letters, patent, registered, design or trade mark in the execution of the buyer's order.
Cancellations and Return of Goods
In the event of the cancellation of an order we reserve the right without prejudice to charge up to 100% of the value of any stock held by us pending shipment against the buyer's order, up to 100% of the value of any items for which we cannot cancel delivery from our supplier, and up to 50% of the remaining balance. In the event of cancellation by the buyer of part only of an order, we shall be entitled to re-calculate the price for the uncancelled part of the order (whether or not we have already delivered a quantity of the goods) as if it constituted the whole order, and to re-invoice the buyer accordingly.
Goods may only be returned following our written consent, and at the buyer's expense in original condition and in the original packaging. If we agree to accept a return other than in the event that goods are defective, we will, at our discretion, charge the buyer a handling charge of 20% of the invoice value, plus VAT.
Telephone Orders
We will accept telephone orders provided that the buyer is able to supply an order reference, that the buyer has an account with us and that the account is up to date. Conditions of Sale apply to telephone orders.
Postage and Packing Charges
Will be made on each order (or on each shipment where several shipments are requested by the buyer).
Export Control Regulations
We shall in no circumstance be liable for any damage, loss or claim occasioned by any act or omission on the part of the buyer in contravention of any regulations issued by the United States Government concerning the export of goods, services or technology. Any goods supplied by us whose export from the United Kingdom is restricted by any government regulations shall not be exported by the buyer without the prior approval of the relevant authorities concerned with the administration of such regulations.
Lien
In the event of the buyer's insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the buyer's goods in our possession (although the same or some of them may have been paid for) for any money due either in respect of such goods or in respect of any general or particular balance or other money due from the buyer to us, whether under the same or any other order.
Force Majeure
We shall be relieved of all obligations to the buyer whenever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded in consequence of any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or by reason of any strikes, combination of workmen, lockouts, breakdown of plant, accident, civil commotion, war, force majeure or any other cause beyond our control.
Title
Ownership of any Goods supplied by the Company to a Customer shall not pass to the Customer until receipt by the Company in cash or cleared funds of payment in full for the Goods.
Until such time as payment for the Goods or any Services rendered has been received in full by the Company the Customer shall:
hold such Goods on a fiduciary basis as the Company’s bailee;
store the Goods (at no cost to the Company) separately from other goods of the Customer or any third party in a way that they remain readily identifiable as the Company’s property;
not destroy, obscure or obscure any identifying mark or packaging on or related to the Goods;
maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for the Customer and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
The Customer may resell Goods which come into its possession before ownership has passed to it provided that any such sale shall be in the ordinary course of business and thatthe Customer accounts to the Company for the proceeds of sale of the Goods as payment to the Company of the price owing by the Customer to the Company. If such proceeds are not sufficient to enable the Customer to pay to the Company the full price outstanding the Company shall remain entitled to recover payment from the Customer of the outstanding amount together with any interest and costs as referred to in clause 4.11 and 4.12.
The Company shall be entitled to recover payment for the Goods and/or Services notwithstanding that ownership of any of the Goods has not passed from the Company
In the event of any Goods or Services not being paid for in full by the date upon which payment therefor is due the Company shall have power to recover possession of the Goods or any other goods supplied by the Company to the Customer and retained by the Customer and the Customer hereby expressly grants an irrevocable licence to the Company, its agents and employees at any time to enter upon any premises upon which such goods are located to recover possession thereof.
On termination of the Contract, howsoever caused, the Company’s rights under this clause 6 shall remain in effect.
Law
These Conditions and all contracts between us shall be governed by and interpreted in accordance with English Law.
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