Terms and Conditions
1. Terms and conditions of sale
1.1 These terms and conditions of sales (“T&Cs”) represent the only basis upon which INTEGRAFLOW LTD (Company Reg. 15654902) is prepared to enter into a contract with the Buyer and, together with the details set out in INTEGRAFLOW LTD's quotation and (if relevant) sales order acknowledgment form, the entire agreement between INTEGRAFLOW LTD and the Buyer in relation to all goods and services supplies by INTEGRAFLOW LTD to or on behalf of the buyer. No changes to these T&Cs will bind INTEGRAFLOW LTD unless specifically agreed to in writing by a director of INTEGRAFLOW LTD.
1.2 INTEGRAFLOW LTD's quotation is an offer by INTEGRAFLOW LTD to the Buyer to enter into a contract to supply goods or service to or on behalf of the Buyer subject to these T&Cs and subject also to the goods still being available upon the date of receipt by INTEGRAFLOW LTD of the Buyers order.
1.3 The Buyer will be deemed to have accepted INTEGRAFLOW LTD offer upon actual receipt by INTEGRAFLOW LTD of the Buyers order (whether received orally or in writing), unless the circumstances described in Condition 1.5 apply.
1.4 Following receipt of the Buyers order (whether received orally or in writing, INTEGRAFLOW LTD will issue a sales order acknowledgment to the Buyer.
1.5 If any term contained or referred to in the Buyers order conflicts with any term in the sales order acknowledgment or these T&Cs, such term will not be binding on INTEGRAFLOW LTD's sales order acknowledgement.
1.6 Once accepted, an order may not be cancelled by the Buyer without INTEGRAFLOW LTD's prior written agreement.
2. Prices & Payment
2.1 The price payable by the Buyer for goods or services supplied by INTEGRAFLOW LTD or by a third party on the Buyer's behalf of the price in INTEGRAFLOW LTD's sales order acknowledgement and is payable, at the latest, on the date set for payment in INTEGRAFLOW LTD's invoice. All prices are quoted ex-works and net of VAT or applicable duty unless otherwise stated in the sales order acknowledgement.
2.2 INTEGRAFLOW LTD may require the Buyer to pay the whole or any part of the value of the goods in advance of delivery, or give other security in a form satisfactory to INTEGRAFLOW LTD. Any such deposit or other security will be forfeit to INTEGRAFLOW LTD in the event that the Buyer fails to take delivery of the goods the subject of the Buyers order. This right is without prejudice to any rights INTEGRAFLOW LTD may have to claim damages from the Buyer in respect of any such failure by the Buyer to take delivery of the goods.
2.3 INTEGRAFLOW LTD may issue an invoice for the price of the goods or services provided to the Buyer either: a) On or at any time after the date the goods are loaded onto transport for delivery to the Buyer or the services are performed (as the case may be); or b) If the circumstances in Condition 2.2 apply, at any time after INTEGRAFLOW LTD issue the relevant sales order acknowledgment.
2.4 The Buyer shall pay interest to INTEGRAFLOW LTD at the rate prescribed pursuant to the interest on Late Payment (Commercial Debts) Act 1998 from time to time on all monies not received on or before the due date for payment.
2.5 The Buyer may not withhold the price or any part of the price on the bases that INTEGRAFLOW LTD is in breach of contract nor may the Buyer retain any sum which otherwise might be due to INTEGRAFLOW LTD nor assert any credit, set-off (whether legal or equitable) or counterclaim to justify withholding payment, in whole or in part, of any sum due to INTEGRAFLOW LTD.
3. Delivery of Goods
3.1 Any time or date given by INTEGRAFLOW LTD to the Buyer as to when goods will be delivered or services performed is an estimate only and INTEGRAFLOW LTD will not be held accountable for any delays.
3.2 Delivery shall be deemed to occur when: a) Goods are loaded on to the Buyer's or any third party carrier's transport at INTEGRAFLOW LTD's premises; or b) If INTEGRAFLOW LTD has agreed in writings that it will deliver the goods to premises notified to INTEGRAFLOW LTD by the Buyer, when they are unloaded from INTEGRAFLOW LTD's transport at such premises.
3.3 If the buyer fails to take delivery of any goods which INTEGRAFLOW LTD has agreed to deliver to the premises notified by the Buyer, or fails to collect or procure the collection of any goods from INTEGRAFLOW LTD's premises on the date they are made available for collection or fails to give INTEGRAFLOW LTD adequate instructions as to its deliver requirements reasonably in advance for the required delivery date which results in late delivery then, without prejudice to any other right or remedy of INTEGRAFLOW LTD may:
a) Store the goods until actual delivery and charge the Buyer for the reasonable costs of storage and insurance; or
b) Sell the goods at the price readily obtainable and either (i) Account to the Buyer for the excess over the price set out in the contract (provided that INTEGRAFLOW LTD has received payment for the goods in question) or (ii) Charge the Buyer for any shortfall below the contract price; And the buyer hereby indemnifies and undertakes to keep indemnified and gold harmless INTEGRAFLOW LTD in full on demand from and against all losses, damages, costs and expenses incurred by INTEGRAFLOW LTD as a result of any failure by the Buyer to take delivery or give adequate delivery instructions.
4. Cancellation and Termination
4.1 INTEGRAFLOW LTD Shall be entitled to terminate any contract with the Buyer immediately if: a) The Buyer breaches any materials provision of the contract; or b) The Buyer threatens or ceases to carry on business, has a receiver appointed over any of the Buyers assets, becomes subject to an administration order or winding-up order, enter into any composition or arrangement with its creditors or (being an individual) is made bankrupt. c) The buyer fails to pay any invoice on the due date. And upon termination, all amounts invoiced to the Buyer by INTEGRAFLOW LTD shall (notwithstanding the payment terms set out in such invoices) become immediately due and payable.
4.2 INTEGRAFLOW LTD shall be entitled to postpone or cancel delivery in whole or in part of any goods or the performance of any services if it is delayed by any cause beyond INTEGRAFLOW LTD reasonable control. In the event of any such cancellation, the Buyer shall pay INTEGRAFLOW LTD pro rata for goods delivered or services performed to the date of cancellation.
5. Title and Risk
5.1 Title to goods shall not pass to the Buyer until INTEGRAFLOW LTD has received in cleared funds payment in full of the price of the goods and all other goods or services sold by INTEGRAFLOW LTD to the Buyer for which payment is then due, together with any interest or other sums payable.
5.2 Risk in the materials passes to the Buyer on delivery. INTEGRAFLOW LTD shall be entitled at any time prior to the passing of title to the Buyer to require the Buyer to deliver up the materials to INTEGRAFLOW LTD and, if the Buyer fails to do so, immediately to enter upon any premises of the Buyer or any third party where the materials are stored and repossess the materials.
5.3 Notwithstanding that goods remain the property of INTEGRAFLOW LTD, the Buyer may advertise for sale, sell or use the goods in the ordinary course of business at a full market value for the account of INTEGRAFLOW LTD. Any such sale or dealing shall be a sale of INTEGRAFLOW LTD's property by the Buyer on INTEGRAFLOW LTD's behalf. Until property in the goods passes from INTEGRAFLOW LTD the entire proceeds of sale or otherwise of the goods shall be held in trust for INTEGRAFLOW LTD.
5.4 INTEGRAFLOW LTD shall be entitled to recover the price payable in respect of goods notwithstanding that property in any of the goods has not passed from INTEGRAFLOW LTD.
6.0 Warranties and Liability
6.1 Unless expressly stated otherwise in INTEGRAFLOW LTD's quotation, all goods are specifically sold as prime/ non prime in their actual state as seen and with all faults whether or not the Buyer has taken the opportunity to inspect the goods prior to delivery.
6.2 INTEGRAFLOW LTD shall be allowed the normal commercial tolerances in relation to weight, dimensions and quantity of goods, and reasonable excesses or deficiencies shall be taken into account in determining any adjustments to the price to be paid by the Buyer.
6.3 INTEGRAFLOW LTD shall not be liable for defects in the quality or state of the goods or any discrepancies in weight, size or quantity of the goods unless the Buyer gives written notice to INTEGRAFLOW LTD within seven days of delivery of the goods or (if earlier) prior to their use or re-sale specifying the matters complained of and affording INTEGRAFLOW LTD a reasonable opportunity to inspect the goods in issue prior to their use or resale
6.4 The Buyer acknowledges that it may, at any time prior to the formation of the contract, request INTEGRAFLOW LTD to offer to it a higher level of liability than that set out in Condition 6.5 (a) provided that:
a) There is insurance available to INTEGRAFLOW LTD in relation to the contract in question to cover the Buyer's potential losses;
b) The Buyer agrees to pay such premium on INTEGRAFLOW LTD normal selling price as is quoted by INTEGRAFLOW LTD in the order confirmation to accommodate INTEGRAFLOW LTD increased insurance costs.
c) That no such increased liability limit will apply unless recorded in writing by INTEGRAFLOW LTD on the order confirmation; and
d) That the Buyer has fully and truthfully disclosed to INTEGRAFLOW LTD in writing all material circumstances required by INTEGRAFLOW LTD insurers in relation to the potential losses which might accrue to the Buyer if INTEGRAFLOW LTD were to be in reach of its obligations under the relevant contract. By this Condition 6.4, INTEGRAFLOW LTD makes no warranty that it is able to offer insurance in relation to any potential losses of the Buyer either at all or upon terms which are more competitive than those terms which the Buyer might itself obtain in the insurance market.
6.5 The entire liability of INTEGRAFLOW LTD to the Buyer under the terms of any contract for the sale of goods or the supply of services, or under statute in tort (including negligence) or otherwise shall be limited to:
a) Repayment or allowance to the Buyer of the invoice price and any transport costs between INTEGRAFLOW LTD depot and the place of delivery borne by the Buyer; or
b) (If agreed in writing at the time of making the contract between the INTEGRAFLOW LTD and the Buyer pursuant to Condition 6.4) The Buyers losses up to a maximum of the sum stated in the order confirmation.
This understanding is given and accepted by the Buyer in place of any other legal remedy. Refund of transport costs shall be limited to locations on the UK mainland only.
6.6 INTEGRAFLOW LTD shall not, unless the circumstances in Condition 6.4 apply, be liable for any increased costs or expenses, loss of profit, business, contracts, revenues, anticipated savings or any special, indirect or consequential damage of any nature sustained by the Buyer by reason of any breach of the contract by INTEGRAFLOW LTD, whether or not advised of the possibility of such losses by the Buyer.
6.7 Nothing in these T&Cs will apply so as to exclude any liability INTEGRAFLOW LTD may have to the Buyer in respect of:
a) Death or personal injury to any person caused by INTEGRAFLOW LTD negligence; or
b) Breach of the implied terms as to title and quiet possession implied by S12 of the Sale of Goods Act 1979 or S2 of the Supply of Goods Act 1982
7.0 Works and Services carried out by INTEGRAFLOW LTD
7.1 Where the contract provides for tests or inspections of the goods by or on behalf of the Buyer before delivery at INTEGRAFLOW LTD's depot, if upon reasonable notice the Buyer does not inspect or test the goods or if having inspected or tested the goods at INTEGRAFLOW LTD's depot the Buyer does not within 7 days notify INTEGRAFLOW LTD in writing of any claim that the goods are not conformity with the contract, specifying the matters complained of, then the Buyer shall be conclusively deemed to have accepted the goods as being in conformity with the contract and shall not be entitled to reject the goods on the grounds of anything within the scope of the test or inspection.
7.2 If INTEGRAFLOW LTD, at the Buyers request, carries out, whether before or after sale, any work on any goods or modifies them in any way (including by not limited to painting, cutting, welding, blasting or cleaning the goods) those goods are sold or deemed to be sold in their actual state after such work or modification is completed, as seen and with all faults. Such goods are sold without warranty as to their condition or description either before or after such work or modification and it is not a term of a contract that the goods comply with any such condition or description. Such goods are sold without warranty as to whether they were suitable for such work or modification or as to the effect of such work or modification on the condition or description of the foods whether at the time of sale or later and it is not a term of the contract that they were suitable or have not been affected by such work or modification.
8.0 Works and Services carried out by Third Parties
8.1 When tests, inspection or other services ("Services") are to be performed on the materials by any person other than INTEGRAFLOW LTD before delivery, the Buyer and INTEGRAFLOW LTD agree that INTEGRAFLOW LTD acts as agent for the Buyer with full authority in arrange for the Services to be performed.
8.2 Provided that INTEGRAFLOW LTD has exercised reasonable care and skill in selection a third party to carry out the Services on behalf of the Buyer, INTEGRAFLOW LTD shall have no liability whatsoever to the Buyer or any third party in respect of the Services and the Buyer will indemnify INTEGRAFLOW LTD in respect of any claims or counterclaims arising either from the performance of the Services or asserted by the third party.
9.0 Miscellaneous
9.1 The rights of INTEGRAFLOW LTD or the Buyers shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
9.2 The contract and T&Cs shall be governed by and construed in accordance with the laws of England and, subject to Condition 9.4, the Buyer hereby submits to the exclusive jurisdiction of the English courts in respect of any claims under this contract, in tort or otherwise.
9.3 If any provision of these Condition is held by a court of competent jurisdiction to be invalid or unenforceable, such provision or requirement will be enforced only to the extent that is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of these T&Cs shall remain in full force and effect.
9.4 Any dispute (whether under any contract, in tort or otherwise) arising between the Buyer and INTEGRAFLOW LTD shall be referred to a single arbitrator to be agreed between INTEGRAFLOW LTD and the Buyer or, in the absence of an agreement, to be nominated by the President for the time of The Law Society. The arbitrator shall have discretion as to costs.