Terms and Conditions of Sale

1. GENERAL

(a)           Every quotation pro-forma invoice price list or other similar document made or issued by Florigo Ltd (“the Company”) in respect of all goods supplied by the Company to the customer (“the Goods) is made or issued subject to these Conditions of Sale and unless otherwise agreed by the Company in writing no terms or conditions of sale which are at variance with these Conditions of Sale or any of them shall be construed as having any effect on any contract to which these Conditions apply.

(b)           Any terms or conditions not in these Conditions shall be without effect unless it has been expressly confirmed in writing by the Company.

(c)            No representation warranty or statement made by any representative on behalf of the Company shall vary these Conditions unless such representation warranty or statement shall be made in writing and signed by a director of the Company and shall be stated to be specifically in pursuance of this Condition.

(d)           Any conditions contained in the Customer’s acceptance of quotations or order form or other terms, conditions and stipulations referred to by the Customer which are inconsistent with these Conditions of Sale shall not apply and nothing contained in any contract or these Conditions of Sale shall be deemed to constitute an acceptance by the Company of the Customer’s conditions of purchase or of such other terms, conditions or stipulations unless such terms, conditions or stipulations shall be made in writing and signed by a director of the Company and stated to be made specifically in pursuance of this Condition.

(e)           If any of the provisions of these Conditions of Sales or any part of parts thereof shall be invalid or unenforceable all other provisions thereof shall remain in full force and effect.

2. FORMATION OF CONTRACT

No order resulting from any quotation pro-forma invoice price list or other similar document made or issued by the Company shall be binding unless and until accepted by the Company in writing.  The Company at its absolute discretion and for any reason whatsoever may accept or reject any order. 

3. PURCHASE PRICE AND PAYMENT

(a)       Unless otherwise stated all prices shown in the price list or in any quotation given by the Company are for the Goods ex the Company’s warehouse tested and packed in accordance with the Company’s standard practice.

(b)       A deposit of 35% of purchase price will be required from the Customer once an order has been placed and accepted in writing by the Company and the balance must be paid by the Customer prior to the delivery of the goods unless otherwise agreed between the Customer and the Company in writing.

After deposit has been received, a site survey will be undertaken at the premises to confirm the feasibility of installing the goods. If there are any abnormalities reported that require any additional cost, these will be advised to the client and the client will be given the option to accept these charges or cancel the order. If the order is cancelled, the deposit amount less £1500 ex vat will be refunded. The £1500 ex vat charge covers the cost of the site survey.

(c)        Interest accruing from day to day at the rate of 2% above Lloyds Bank lending rate per month will be charged to the Customer by the Company on the balance of the purchase price due to the Company and still outstanding at the expiry of 30 days from the date of commencement of installation or such other date as may be agreed between the Customer and the Company in writing.

(d)       The Company reserves the right to suspend all deliveries where payment is not received in accordance with clause 3(b) or in accordance with any alternative arrangements agreed between the Customer and the Company in writing until arrangements as to payment or credit have been established which are satisfactory to the Company.

(e)       The Company reserves the right to refuse at any time to execute any order or contract at any time the arrangements for payment of the Customer’s credit or financial references are not considered satisfactory by the Company.

(f)        Order once placed can be cancelled only with the Company’s written consent and no goods may be returned for credit or adjustment without such consent.  However, in the absence of special circumstances it is the policy of the Company to grant such consent provided that a cancellation fee of 30% of the purchase price is previously paid to the Company.

(g)       In the case of any of the Goods which are not wholly manufactured by the Company the Company reserves the right to vary the terms of payment in respect of any Contract.

4. WORK AND ITEMS NOT INCLUDED IN THE PURCHASE PRICE

Unless otherwise agreed in writing by the Company the purchase price quoted by the Company to the Customer shall not include any of the following (for whatever purpose they may be required)

• Connecting of relevant services, Contractors or extraneous switchgears etc, Gas governors and stop cocks, Steam pressure reducing valves, control valves and condense trap sets, Water pressure reducing valves and stop stocks, Water booster pumps and water softening plant, Independent break cisterns, Tap assemblies, Waste traps, Fixing of wall mounted equipment, Bolting down equipment to floor, Cutting away, making good or general building work, Lifting gear or hoists, Scaffolding, Removal and disposal of all packing material,
• Obtaining from any Local Authority approval of any kitchen and installation of same or payment of any fees for this purpose or acceptance of responsibility for noncompliance with any Local Authority Bye Laws and Regulations.
• Builders, Joiners, Mason, Painters or Electricians work or any work of any other outside contractor including the supply and erection of scaffolding, ladders, or moveable platforms, hoisting and/or lowering gear, fuel, water, gas or electric current lighting, fees of District Surveyors, insurance inspection or any other such fees.

Where more than one item of equipment is included in any other each item is to be considered the subject of a separate order subject to these Conditions.

5. DELIVERY

Time quoted for delivery are the best estimates it is possible for the Company to make.  Every endeavor will be made to adhere to such delivery times, but the Company shall not be liable for any delays in delivery of the Goods or any losses whatsoever due to any such delays howsoever caused.   The Company endeavors to pack and prepare all Goods so that they will not deteriorate in transit but does not accept liability for any damage or loss occurring after delivery, in cases where the price includes delivery to specified premises the responsibility of the Company is limited to the arrival of the Goods at such premises and in particular the Company shall not be liable for any damage or loss occurring after delivery, in cases where the price includes delivery to specified premises the responsibility of the Company is limited to the arrival of the Goods at such premises and in particular the Company shall not be liable for any damage or loss whatsoever caused during unloading of the Goods.

6. TRANSFER OF PROPERTY

(a)       The Company reserves, in accordance with Section 19 of the Sale of Goods Act 1979 the right of disposal of and retains all right and title to any Goods delivered to the Customer under any contract so that the Customer will hold the goods as bailee for the Company until payment in full of (a) all sums due from the Customer on any account whatsoever (whether such sums are due on delivery or are the subject of any credit agreed or granted for any period thereafter) and (b) any other sums due from the Customer at the point of delivery on any other account (in this clause referred to as “Payment”)

(b)       Pending Payment

(i)        The Customer shall keep the Goods separate and clearly identified as the property of the Company.

(ii)        The Customer shall keep the Goods fully insured and if the Goods are lost, destroyed, or damaged, shall hold the proceeds of insurance for and to the order of the Company.

(iii)       The Customer shall not have the right to dispose of the Goods to any third party except as agents for and on behalf of the Company and the Customer shall hold the entire proceeds of sale in trust for the Company and shall not mingle the proceeds of sale with other monies or pay them into any overdrawn bank account and shall ensure that they are at all times identifiable as the Company’s monies or shall if the Company so requires authorize and direct such third party to pay the Company all sums due to the Customer in respect of the Goods sold and assign to the Company the debt owed to the Customer by such third party.

(iv)       Notwithstanding that the Goods shall remain the exclusive property of the Company until Payment the Customer shall be entitled to incorporate the Goods in other Goods in the ordinary course of manufacture and all the Company’s rights in and the Customer’s obligations in respect of the Goods shall extend to the new product provided that the Company’s title shall not extend to any items incorporated in the new product supplied by the Customer or a third party and the Company shall not lay claim to the proceeds of sale of any items so supplied.

(c)        If Payment is overdue or if any order is made or an effective resolution passed for the winding up of the Customer or if an encumbrancer takes possession or a receiver is appointed in respect of any of the assets of the Customer or if a distress, execution, sequestration or other process is levied or enforced upon any of the assets of the Customer or if the Customer ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 518 of the Companies Act 1985 or if the Customer shall make any arrangements or composition with its creditors or if any equivalent or similar event shall arise in relation to the Customer in any jurisdiction then and in any such event the Company may (without prejudice to any other right or remedy available to it) enter upon the Customer’s premises without notice and recover the Goods and as between the Company and the Customer this condition will constitute the authority of the Customer and the Company to enter upon the premises of any other person holding the Goods on the Customer’s behalf and on whose property the Goods may be and to remove the Goods.

(d)       If the Customer requests and the Company agrees to install the Goods or any part or parts thereof title in the materials supplied but not used in any such installation shall always as between the Customer and the Company remain the property of the Company.

(e)       The Customer shall impose like reservations of title to those in this Condition under any contracts with third parties which he may enter which include any of the Goods (either in their original state or in an altered state) as are necessary to secure and safeguard the interests of the Company until payment in full of all sums owing by the Customer to the Company.

7. VARIATION OF PURCHASE PRICE

Prices quoted by the Company are based on costs at the date (“Acceptance Date”) of the Company’s dispatch of the official acceptance of the Customer’s purchase order and are subject to variation by the Company to the extent that.

(a)       the prices paid for the Goods by the Company to its suppliers are varied after the Acceptance Date

(b)       the cost to the Company of materials labour parts accessories and services is varied after the Acceptance Date

(c)        the price the Company pays for the Goods is increased in terms of the currency in which the price quoted to the Customer is expressed due to a variation in the exchange rate between the Acceptance Date and the date of payment of the contract price

(d)       any increase in duties, taxes, freight, or insurance occurs or comes into force between the Acceptance Date and the date of payment of the contract price

8. FORCE MAJEURE

(a)       The Company shall not be liable for any failure to deliver or perform or delay in delivering or performing its obligation hereunder which may be due to any circumstances beyond its control (including but without prejudice to the generality of the foregoing strikes, lock-outs, war, civil commotion, accidents, fire, floods, breakdown, military or aircraft damage, bombardments, force majeure, an inability to obtain any necessary import or export licenses or consent of any governmental or other authority) and causes arising from the acts or omissions of the Customer.

(b)       In the event that delivery or performance of the Company’s obligations hereunder is delayed as a result of any of the conditions in 8(a) delivery may be wholly or partly suspended and the period of delivery or performance of the Company’s obligations shall be extended by the period during which such conditions continue.  If the period during which such conditions continue exceeds three months the Company may determine any contract without prejudice to any rights accrued by the Company in respect of deliveries already made.

9. WARRANTY AND GUARANTEE

(a)       The conditions and warranties as to the title implied by Section 12 of the Sales of Goods Act 1979 shall apply.  The Company guarantees the Goods against defects and material workmanship for a period of one year from the date of delivery to the Customer provided the Company is satisfied that such Goods have been used for the purpose for which they have been manufactured and have been properly maintained and used by the Customer and no parts of the Goods have been removed, replaced or tampered with without the authority of the Company or have been used by the Customer after the time when the defect was discovered or ought to have been discovered, and written notice of the defect is given to the Company within seven days of the discovery of the defect or the date on which the Customer ought to have discovered the defect.  If the Company deems it necessary, that a part requires workshop repair that part is consigned suitably packed at the wish and expenses of the Customer to a place specified by the Company for repair or for an estimate for repair.  The Company’s liability under this guarantee is limited to replacement or repair free of charge of any parts found by the Company to be defective (or, if replacement or purchase price or an appropriate proportion thereof) of any parts found by the Company to be defective in material or workmanship and shall not include the cost of any labour involved in the repairing or replacing such parts including the cost of travel to and from the Customer’s premises and claims for any labour costs or expenses of the Customer resulting from such defect(s) or damages arising from delays, loss of use or other direct, indirect, incidental or consequential damages of any kind including (without prejudice to the generality of the foregoing) loss of profits, loss of contracts, damage to the property of the Customer or any third party, whether arising out of the inability of the Customer or any other party to use the Goods or out of any use made of them howsoever, occasioned, provided always that where the Goods have been damaged in transit the Company shall have received written notification and particulars of such damage within three days of delivery of the Goods to the Customer and provided further that in the case of any of the Goods which are not wholly manufactured by the Company the Company’s liability under this guarantee shall be limited to the extent of its recovery from the manufacturer of such Goods or parts of such Goods under its liability to the Company. 

(b)       In the case of any electrical or gas components and parts of the Goods (including but without prejudice to the generality of the foregoing electrical elements electric wiring transformers, neon lights, electrical motors, thermostats, switches, control boxes, flame failure safety devices, thermocouples and manually operated valves) the guarantee contained in paragraph (a) above shall be limited to a period of 180 days from the date of delivery of the Goods to the Customer.

(c)        The guarantee contained in paragraph (a) above shall not apply to any glass or plastic components and parts of the goods (including but without prejudice to the generality of the foregoing shelves, door gaskets, door panels, inspection ports, light bulbs, covers or control knobs) and further shall not apply to any auxiliary services or equipment supplied or used in connection with the Goods (including but without  prejudice to the generality of the foregoing inlet taps, non return valves, ball valves, tanks, pumps water softeners and governors) unless as an accessory.

10. CUSTOMER SPECIFICATION

(a)       Drawings, designs or specifications submitted to the Customer by the Company are subject to change without notice and do not constitute any warranty, guarantee, representation or opinion as to the practicability of construction or of the efficiency, safety or otherwise of the materials to be supplied or the work to be executed by the Company in accordance therewith and the costs of any additional work or materials rendered necessary by defects in any such drawings, designs or specifications shall be chargeable to the Customer by the Company in addition to the purchase price.  The Company accepts no responsibility for any drawings, designs or specifications prepared for the Customer by any other persons company or firms.

(b)       The Company gives no warranty whatsoever that any Goods made to the Customer’s own specifications will be fit for their purpose or perform in a manner expected or required of them by the Customer.

11. LIMITATION ON LIABILITY

Except as indicated in Clause 9, the Company shall not be liable whether in contract, tort, or otherwise for any loss damage or expense whether to persons or property, howsoever caused whether direct or indirect or consequential, suffered by the Customer, its servants or agents or any third party arising out of or in connection with any contract or the Goods the subject matter of any contract.  This condition does not exclude or limit liability for death or personal injury resulting whether wholly or (pro tanto) in part from the negligence of the Company or that of its servants or agents.  The Customer shall indemnify the Company against all costs, actions claim or demands by any such servant, agent or third party against the Company arising out of or in connection with the Goods or the use thereof. 

12. CANCELLATION BY CUSTOMER

The Customer shall be liable to pay the full invoiced purchase price and storage charges if he refuses to take delivery of the Goods once these are ready for collection or delivery.

13. SUPPLY OF LABOUR

In the event that the Company provides personnel to assist the Customer in effecting installations and/or repairs the following conditions shall apply: –

(a)       All such personnel shall always whilst on the site carry out only those orders which shall be given to them by the representative of the Company.

(b)       The Customer shall ensure that the personnel of the Company shall be permitted to work continuously and if for any reason beyond the control of the Company the carrying out of the installation or repairs shall be interrupted or suspended by direct indirect or consequential loss, expenses or costs howsoever arising shall be borne by the Customer.

(c)        The costs and expenses of the personnel supplied by the Company shall be paid by the Customer at the rate specified in the quotation and/or at the Company’s discretion upon the basis of daily report sheet signed by the representative of the Company on site and counter-signed by the Customer or its representative.

(d)       The Customer shall provide such lifting tackle, auxiliary labour and materials, heating and illumination of the site as may be required by the personnel of the Company for the carrying out of the installation or repairs.

(e)       The Customer shall insure in an adequate amount and against the usual risks to own personnel who whilst working under the orders of the personnel of the Company remain the entire responsibility of the Customer and shall also insure the Goods, tools, materials, and equipment of the Company against fire and theft without any form of exclusion.

(f)        The costs and expenses of the personnel supplied by the Company shall be paid by the Customer to the Company unless otherwise stipulated by the Company within thirty days of the relevant installation or repairs.

14. Acceptance of these Conditions constitutes a warranty and representation by the Customer that the Customer has complied with every applicable Statute, Statutory Order in Council Regulation or Direction, Byelaw or other lawful requirement or instruction whether of the Government or of any local or other lawful authority and in particular that the Customer has obtained every necessary license, permit or authority that may be required in connection with the work.
15. STANDARDS

Unless otherwise stated prices for electrical or gas apparatus are based on the following standards and alternative supplies may entail extra charges: –

Electrical: 240 VOLT: A.C. single phase 50 cycles or 415 volts A.C. three phase 50 cycles.

Gas:  Must fall within British Standard Grouping i.e.

1st family                            2nd family                                    3rd family                                     Propane

3” – 10” w.g.                       8” – 11” w.g.                                11” – 14” w.g.                              14” – 17.5” w.g.

16. DESIGN CHANGES

The Company reserves the right to change or modify without notice the design and construction of any Goods without any obligations to furnish or install such changes or modifications on any of the Goods which have been or will be sold to the Customer by the Company and any such changes or modification which shall have been incorporated in the goods whether or not the same shall have been notified to the Customer shall not constitute sufficient grounds for the rejection of the Goods by the Customer or of any other claim by the Customer against the Company in respect thereof.  The copyright and property in all drawings, diagrams, designs, and specifications shall be retained by the Company.  The Customer shall not disclose any drawings, diagrams, designs, and specifications to any third party without the prior written consent of the Company.

17. PATENTS

The Company does not warrant that any of the materials, equipment or apparatus sold by it if used or sold in combination with other equipment or used in the practice of methods or processes will not by virtue of such combination or use infringe any patents or other intellectual property held by third parties and the Company shall not be liable for any patent infringement or other claim arising from or by reason of any such use or sale.  Furthermore, the Company shall not be liable for any patent infringement or other claim arising from or by reason of any use or sale of any materials, equipment, or apparatus not of the Company’s manufacture or for the use or sale of any materials, equipment or apparatus specially made in whole or in part to the Customer’s design and specification.

18. JURISDICTION

These Conditions shall in all respects be governed by and construed in accordance with English Law and any dispute or matter arising out of any contract shall be submitted for determination to the English courts to the jurisdiction of which the Company and the Customer agree to submit.

19. DELAYS TO INSTALLATION

In the event of an install being delayed by a client by more than four weeks, a further 50% of the total value of the range installation should become payable.

20. BREXIT CLAUSE

Agreed sale price on the contract does not include any tariff or charges that maybe imposed due to Brexit.