Terms

1. GENERAL
Any Goods supplied by the Company are subject to these Terms and Conditions of Sale which supersede all other Terms and Conditions, representations or undertakings made by the Buyer or the Company whether during the course of negotiations between the Buyer and the Company or whether before or after these Terms and Conditions. Acceptance of the Goods shall be deemed to be acceptance of these Terms and Conditions.

2. DEFINITION OF TERMS
(a) In these conditions the "Company" shall mean FMAC Group.
(b) The "Goods" shall mean all or any of the Goods which from time to time the Company offers for sale and which form the subject matter of the Contract.
(c) The "Buyer" shall mean the Company, firm or person who places an order with the Company or otherwise agrees to buy from the Company any of the Goods.
(d) The "Contract" shall mean the Contract on these Terms and Conditions of Sale for the sale by the Company to the Buyer of the Goods.

3. THE COMPANY'S TERMS AND CONDITIONS
(a) The Company dos not sell the Goods subject to any warranty condition or stipulation, either express or implied by Common Law or by Statute unless such warranty, condition or stipulation is contained in these Terms and Conditions of Sale.
(b) The Company shall not be liable for loss or damage other than death or personal injuries caused by the negligence of the Company or of its employees.
(c) No variations or additions to these Terms and Conditions of Sale shall be binding upon the Company unless expressly accepted by the Company in writing under the hand of an authorised official of the Company and these Terms and Conditions of Sale shall prevail over and to the exclusion of any conditions or terms of trading of the Buyer.

4. ACCEPTANCE
(a) All orders must be in writing and must provide sufficient information to enable the Company to proceed without delay with the execution of the order.
(b) Orders shall not be binding on the Company unless accepted by the Company in writing and made subject to these Terms and Conditions of Sale.
(c) All goods are offered subject to remaining unsold.

5. PATENTS
The Company gives no warranty or indemnity in respect of any actual or alleged infringement of the patents, registered or unregistered design, right, copyright, or any other industrial or intellectual property right relating to the Goods.

6. PRICE
(a) The price shall be that ruling according to the Company's price list for the Goods, in force at the date of delivery, less such discount (if any) as agreed by the Company and the Buyer in writing.
(b) The Buyer shall be liable for any increase in price or expenses incurred by the Company arising out of any delay caused by the Buyer.
(c) The Company reserves the right to invoice the minimum charge of £25 in the event of an order being received for less than this value to cover the cost of administration.

7. DELIVERY
The place and date of delivery are agreed between the Company and the Buyer.
(a) The Claims for Goods received in a damaged condition will only be considered if notified to the Company within 3 days of receipt and a written claim within 7 days.
(b) In the case of loss in transit or delay in delivery, notice in writing shall be sent by the Buyer to the Company within 7 days of the date of the invoice and a written claim within 14 days.
(c) Any time or date specified for despatch or delivery of the Goods given by the Company is an estimate only and shall not form part of the Contract unless expressly made a term of the Contract in writing.
(d) Carriage will be charged extra unless otherwise agreed in writing. Where the quoted price includes freight the Company shall determine the route. Special routing by the Buyer will be subject to a separate charge.
(e) The Company reserves the right to charge for any delays or extraordinary charges incurred during the course of the delivery to the Buyers site or premises.
(f) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company shall be entitled to arrange storage at its own premises or elsewhere at the Buyer's risk and cost.

8. RISK
(a) In the case of Goods collected or delivered by third party carriers, risk in the Goods shall pass to the Buyer at the moment when the Goods leave the Company's premises for delivery to the Buyer pursuant in the Contract.
(b) In the case of Goods delivered by the Company's vehicles, risk n the Goods shall pass to the Buyer at the moment when the Goods are delivered to the place of delivery specified by the Buyer.
(c) In the case of Goods not normally offered for sale by the Company and ordered expressly on behalf of the Buyer, the risk in the Goods shall pass to the Buyer at the moment when the Company notifies the Buyer that they are ready for collection or delivery.

9. CANCELLATIONS AND RETURNED GOODS
(a) Orders/part orders cannot be cancelled without the prior agreement and written consent of the Company.
(b) The Company does not accept the return of Goods for credit unless the Buyer has prior written permission from any authorised officer of the Company. Only new Goods with undamaged packaging and regarded by the Company as suitable for resale will be accepted for credit.
(c) Credit for returned Goods will be subject to a minimum rehandling charge of 25% at the discretion of the Company.

10. PAYMENT
(a) Payment for all Goods delivered shall be made in full without deductions by the end of the month following the month in which the invoice was issued, unless otherwise agreed in writing by the Company. Any queries must be notified to the Company, in writing, within 7 days of the invoice date.
(b) In the event that any sum due is not paid in full by the due date the Company reserves the right to charge interest and claim compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

11. PROPERTY
(a) Property in the Goods shall not pass to the Buyer until the Buyer has paid in cash or cleared funds the whole of the price of the Goods and all other sums due and payable by the Buyer to the Company.
(b) The Buyer shall, until property passes, hold the goods as fiduciary agent and bailee of the Company but the Buyer shall be authorised to resell the goods provided that he shall hold the proceeds of sale (or insurance monies, if the Goods are damaged or lost) as trustee for the Company in a separate designated bank account.
(c) At anytime after the purchase price has become due and remains unpaid or in the event of termination under sub-clause 12(a) or 12(b), the Buyer shall cease to have any interest in or right to possession of the Goods and the Company for the purpose of exercising it's rights as the unpaid Company and otherwise under this contract shall be entitled to enter any premises where the Goods are situated and to remove them at the Buyer's expense. The Company's rights as aforesaid shall apply whether or not Goods have been mixed.
(d) The Buyer shall keep the Goods identified as the Company's and separate from those of the Buyer or third parties until property passes. However, in the event of the Goods having been mixed the Company shall have the right to sell the product in which the Goods have been mixed to deduct from the proceeds of sale the purchase price and the cost of sale and any other monies due hereunder and shall account to the Buyer for remainder of the proceeds of the sale if any.

12. TERMINATION OF THE CONTRACT
(a) The Contract shall automatically terminate if the Buyer (being an individual or, in the case of a firm, any member thereof) commits any act of bankruptcy or has a receiving order made against him or has any process of distress of execution levied upon his goods or makes any arrangement with his creditors, before the property in the Goods has passed to the Buyer hereunder.
(b) If the Buyer (being a limited Company) has a Receiver or Administrator or other like officer appointed of its assets or goes into liquidation whether compulsory or voluntary or ceases to carry on business, or if the Company reasonably considers that any of the said events is about to occur, before the property in the Goods has been passed to the Buyer, then the Company may terminate the contract forthwith by notice in writing.
(c) Termination under this Clause shall be without prejudice to the Company's right to recover damages for any breach of contract by the Buyer.

13. SUITABILITY FOR PURPOSE
It is entirely the Buyers responsibility to ensure that the Goods ordered by him are suitable for his purpose. The Company shall not be under any liability for any loss or damage however arising from or attributable to any advice statements or representations given by the Company, it's employees or agents to the Buyer in respect of the Goods whether regarding performance capability or suitability for any purpose. Such liability is hereby expressly excluded to the extent permitted by law.

14. FORCE MAJEURE
Notwithstanding any other provision of the Contract, the Company shall not be liable in any way for loss or damage resulting from the failure to supply any of the Goods, for any delay or defect in the supply of any Goods caused by Force Majeure or strike, lock-out, industrial action, accident, fire, scarcity of materials or labour or any other cause not within the Company's direct control.

15. SPECIFICATION
(a) Any part of the Goods not so specified shall be in accordance with the Company's printed catalogue or the catalogue of the Company's suppliers (subject to any modifications made since publication).
(b) The Company shall not be under any liability respect of description of specifications or other matters in relation to the Goods contained in any material such as price lists, catalogues, trade publications and advertising matter other than in the Contract itself.
(c) If the Company adopts any changes in construction or design of the Goods or the specification thereof the Buyer shall accept the Goods so changed in fulfilment of the order unless the Buyer states otherwise in the Buyer's written order.
(d) Where the Buyer supplies any drawings or specifications, the Buyer warrants that they are accurate.

16. INDEMNITY
(a) The Buyer will indemnify the Company against any loss or damage suffered by the Company as a result of any failure by the Buyer to perform any of the covenants and conditions of the Contract including the payment of reasonable storage charges while any of the Goods remain on the Company's premises after risk has passed to the Buyer.
(b) The Buyer will indemnify the Company against all claims against the Company by a third party arising directly or indirectly out of the Contract including where goods are made to the Buyers specification any claim for the infringement of patent registered design trade mark or other rights affecting the Goods.

17. COMPLIANCE WITH INSTRUCTION AND SAFETY
The Buyer must ensure that all Goods are installed, maintained and used strictly in accordance with the appropriate instructions and recommendations both for the safety of users and third parties and also to prevent damage to the Goods.

18. WARRANTY
In the case of Goods sold by the Company where the Manufacturer's and/or other recommended installation and maintenance procedures have been correctly followed, the Company warrants that:
(a) If any Goods sold by the Company are found not to be of merchantable quality within one year from the date of sale or within such longer time within the warranty period given to the Company by the Manufacturer of that Unit and the Buyer complies with the Company's Warranty Claim Procedure (copies available on request), then a credit note will be given in respect of any replacement ordered provided always that:
i. Where a part of a Unit is found not be of merchantable quality this Warranty applies only to that part and not the entire Unit.
ii. Items supplied under this Warranty are only warranted for the remainder of the period of Warranty on the Goods originally sold under the Contract.
iii. The Company does not accept claims for any carriage costs of an item under this Warranty.
iv. The Company reserves the right to make site visits in order to inspect installations in the case of any warranty claim.
v. All goods returned under warranty must have gas and liquid connections sealed.
vi. The Company does not accept any labour charges or any other charges, whatsoever, for the replacement of warranty items unless expressly offered by the Manufacturer.
vii. The Company does not accept claims where the procedures and uses in Condition 17 have been misapplied.
(b) The Company will not accept any warranty liability where the Goods fail to meet the specification if the failure results from the operation of other goods not supplied by the Company with which the Company's Goods are set to work.
(c) There shall be no Warranty on any Goods installed outside Great Britain, Isle of Man, Northern Ireland and the Channel Islands.

19. SEVERABILITY
The invalidity or unenforceability for any reason of any clause or sub-clause of this Contract shall not prejudice or affect the validity or enforceability of the remainder.

20. SEVERANCE OF ANY WAIVER BY THE COMPANY
No waiver by the Company of any of the requirements hereof or of any rights hereunder shall release the Buyer from full performance of its remaining obligations.

21. JURISDICTION
The law governing the Contract shall be English law and the parties submit to the jurisdiction of the English Courts.