At TFS, we’re committed to protecting and respecting your privacy, to provide you with an informed choice when providing your personal information. TFS strives for full compliance in accordance with the European Union’s General Data Protection Regulation (GDPR). GDPR enumerates a number of Rights of Data Subjects which we respect as your rights.
This policy explains:
We may change this policy from time to time so please check this page occasionally to ensure that you’re happy with any changes. By using our website, you’re agreeing to be bound by this policy.
Who are we?
TFS is an independent company aiming to promote international trade of various goods by aligning interests between sellers and buyers of products and therefore de-risking international trade. TFS Ltd is registered in England and Wales and has registered number 6409351. The registered office is 3rd floor, 35 Newhall Street, Birmingham, B3 3PU.
How do we collect information from you?
We obtain information about you when you use our website, for example, when you contact us about our services, or if you sign up to receive information from us via the consent form located on our website.
What type of information is collected from you?
We may collect information on our email campaigns, such as whether you have read an email sent by us, when and how many times. We will use this information to improve content and services and to inform groups of users about relevant products and services.
The personal information we collect might include your name, job title, address, email address, IP address, and information regarding what pages are accessed and when.
How is your information used?
We may use your information to:
Apart from the above, we will never pass your personal information to anyone else without your consent unless we are obliged to do so: by law and/or pursuant to government or regulatory requests; by a law enforcement agency requesting it in connection with the commission of any offence (once we are reasonably satisfied as to the circumstances surrounding the request); to protect our users and ourselves or to ensure the proper operation of our systems.
We review our retention periods for personal information on a regular basis. We are legally required to hold some types of information to fulfil our statutory obligations. We will hold your personal information on our systems for as long as is necessary for the relevant activity, or as long as is set out in any relevant contract you hold with us.
Who has access to your information?
We will not sell your information to third parties.
We will not share your information with third parties for marketing purposes.
Third-Party Service Providers working on our behalf
We may pass your information to our third-party service providers, agents, subcontractors and other associated organisations for the purposes of completing tasks and providing services to you on our behalf. However, when we use third party service providers, we disclose only the personal information that is necessary to deliver the service and we have a contract in place that requires them to keep your information secure and not to use it for their own direct marketing purposes. Please be reassured that we will not release your information to third parties unless you have requested us to do so, or we are required to do so by law, for example, by a court order or for the purposes of prevention of fraud or other crime.
How you can access and update your information
Security precautions in place to protect the loss, misuse or alteration of your information
When you give us personal information, we take steps to ensure that it’s treated securely. Any sensitive information is encrypted and protected. When you are on a secure page, a lock icon will appear on the bottom of web browsers such as Microsoft Internet Explorer.
Non-sensitive details (your email address etc.) are transmitted normally over the Internet, and this can never be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, we cannot guarantee the security of any information you transmit to us, and you do so at your own risk. Once we receive your information, we make our best effort to ensure its security on our systems.
We may analyse your personal information to create a profile of your interests and preferences so that we can contact you with information relevant to you. We may make use of additional information about you when it is available from external sources to help us do this effectively. We may also use your personal information to detect and reduce fraud and credit risk.
Links to other websites
In addition, if you linked to our website from a third party site, we cannot be responsible for the privacy policies and practices of the owners and operators of that third party site and recommend that you check the policy of that third party site.
Transferring your information outside of Europe
We will only pass on information about you as an individual (as opposed to aggregate information) to third parties overseas to enable us to perform services requested by you. If we transfer your information outside of the EU, we will take steps to ensure that appropriate security measures are taken with the aim of ensuring that your privacy rights continue to be protected as outlined in this policy.
If you use our services while you are outside the EU, your information may be transferred outside the EU in order to provide you with those services.
Sale of business
If this business is sold or integrated with another business, your details may be disclosed to our advisors any prospective purchasers and their advisers and will be passed on to the new owners of the business.
Review of this policy
We keep this policy under regular review. This policy was last updated in November 2018
ISO: QPR5.3/02 - Doc.01/V.02/20.11.2018
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases product and services (together the Goods) from the Company.
Company: TFS Export Ltd.
Contract: the sale offer confirmation and the sale invoice issued by the Company.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods and services agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Seller: the party selling the Goods to the Company
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. The Company accepts orders at its discretion.
2.8 The Company shall not be responsible for, or be held liable in respect of and statement or representation made to the Buyer not confirmed in writing, or advice relating to the storage of Goods not confirmed in writing, or typographical, clerical or other errors or omissions in any document of the Company.
2.9 Technical advice and information on suitability of Goods is given by the Company to the best of its knowledge and without obligation. The Buyer must conduct its own investigations and tests and accept responsibility for the observance of legal and official regulations.
3.1 The quantity and description of the Goods shall be as set out in the Company's sale invoice.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and by the Seller and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Seller's place of business.
4.2 The Buyer shall take delivery of the Goods within 24 hours of the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.5 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or failing to delivery the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.7 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for off loading the Goods.
4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business or any of its Sellers shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.3 Any non-delivery of the Goods shall not be deemed as a breach attributable to the Company.
6.1 The Goods are at the risk of the Buyer from the time of delivery. Delivery is accomplished and responsibility passes to the Buyer once the Goods are entrusted to the carrier.
6.2 The Goods are subjected to “all-monies” retention of title and ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 Where Goods in respect of which title has not passed to the Buyer are no longer in a re-saleable condition, the Company shall be entitled to demand from the Buyer equivalent value.
6.10 If under the law of the country in which the Goods are located reservation of title is not permitted, the Company shall be entitled to demand from the Buyer equivalent value.
6.11 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s Contract.
7.2 The price for the Goods shall be exclusive of any value added tax.
7.3 Delivery is included in the price unless stated otherwise in the Contract INCOTERMS section. Delivery clauses shall be those in accordance with the latest prevailing version of INCOTERMS.
7.4 The Company reserves the right to amend the price list, quotations, invoices, and credit notes to correct any errors.
7.5 If prices are altered between the date of contract and despatch, the price ruling at the date of despatch will apply.
8.1 Subject to condition 8.4, payment of the price for the Goods is due in the currency and on the due date specified in the invoice.
8.2 Time for payment shall be of the essence.
8.3 Place of payment shall be the Company bank account indicated on the Company sale invoice
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, and where there is any doubt as to the Buyer’s ability to pay in accordance with the contract and particularly where there are arrears, the Company reserve the right to: Demand payment in advance, Stop Goods in transit and take back possession of them, Withdraw any credit granted for deliveries already made, Resell any Goods not delivered, Appropriate any payment made or Goods supplied by the Buyer under any other contract between the parties as the Company may think fit.
8.7 The Company reserves the right to claim interest, compensation and costs, including all legal costs, under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable by the Buyer on overdue amounts at 8% from the payment due date over the Bank of England Base Rate from time to time plus compensation and costs, including all legal costs, Court fees and expenses incurred by the Company in the recovery of the debt.
Should the Buyer cancel the order the Company reserve the right to charge the Buyer for any losses and costs incurred. The Buyer agrees that the Company has the unfettered right to cancel the Contract at any time at no cost and with no liability whatsoever to the Company.
10.1 The Company warrants that the Goods delivered accord with the sample, description and specification provided to the Company by the Seller.
10.2 The Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the Seller.
10.3 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;and
(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
10.4 The Company shall not be liable for a breach of any of the warranties in condition 10.3 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within seven days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyers cost for the examination to take place there.
10.5 The Company shall not be liable for a breach of any of the warranties in condition 10.3 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the handling, storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
(d) the total price for the Goods has not been paid by the due date for payment.
10.6 Subject to condition 10.4 and condition 10.5, if any of the Goods do not conform with any of the warranties in condition 10.3 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company. The Buyer agrees that the Company is under no obligation to replace Goods that do not conform to the warranties condition 10.3.
10.7 If the Company complies with condition 10.6 it shall have no further liability for a breach of any of the warranties in condition 10.3 in respect of such Goods.
11. LIMITATION OF LIABILITY
11.1 Subject to condition 4, condition 5 and condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions.
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or wrongful act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to condition 11.2 and condition 11.3:
(a) whether the Buyer tests the Goods or not the Company shall not be liable for any loss occasioned where the Company relies on a sample provided by the manufacturer and the Goods subsequently fails to comply with the sample
(b) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(c) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract
11.5 the Buyer shall indemnify and hold the Company harmless from and against any suits, liabilities, damages, claims, actions or causes of action, and expense (including reasonable legal fees) arising out of or connected with the supply of the Goods.
12.1 The Company may assign the Contract or any part of it to any person, firm or company.
12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials also as a consequence of any failures (insolvency or otherwise) of the designated supplier of the Goods, provided that, if the event in question continues for a continuous period in excess of thirty days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
14. HEALTH AND SAFETY
Any technical information or assistance that the Company provides is given and accepted at the Buyer’s risk. The Buyer agrees to familiarise itself with all hazards and precautionary procedures with respect to handling, use, transportation and storage of the Goods made in whole or in part from the Goods and the containers in which such Goods are shipped. The Buyer will forward any product safety information provided by the Company to its employees, to all others who handle the Goods and to the Buyer’s customers. The Buyer agrees to indemnify the Company for any claims made against the Company, and for associated damages and expenses (including reasonable legal fees and expenses) to the extent caused by the Buyer’s failure to comply with these obligations.
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16. CORRUPTION AND MONEY LAUNDERING
The Company operates in strict compliance with all applicable laws and also in particular with the Bribery Act 2010 and with the applicable law on money laundering contained in Part 7 of the Proceeds of Crime Act 2002. The Company may report any suspicious activities to the appropriate authorities.
17. GOVERNING LAW AND JURISDICTION
17.1 The parties’ rights and obligations arising out of or in connection with these Standard Terms and Conditions of Sale or any sales confirmation made by the Company shall be governed, construed, interpreted and enforced according to the laws of England, excluding principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
17.2 The parties agree that any suits, actions or proceedings that may be instituted by any party shall be initiated exclusively before the competent courts of England without prejudice to Company right to submit the relevant case to the court which would have jurisdiction if this provision has not been incorporated in these conditions, and the parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to venue of those suits, actions or proceedings.
18.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
18.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
(c) if sent by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day and acknowledged for receipt.
18.3 Communications addressed to the Company shall be marked for the attention of the Managing Director.
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Buyer: the person, firm or company who purchases product and services (together the Goods) from the Company.
Company: TFS Export Ltd.
Contract: the purchase offer confirmation issued by the Company to the Seller as written instruction to supply the Goods, incorporating these Conditions
Goods: any goods and services agreed in the Contract to be supplied to the Company by the Seller (including any part or parts of them).
Seller: the party selling the Goods to the Company, the person, firm or company who accepts the Company Contract
Replacement Seller: any subsequent seller to the Company providing goods and services the same as or similar to the Goods.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 A reference to one gender includes a reference to the other gender.
1.3 Condition headings do not affect the interpretation of these Conditions.
1.4 A person includes a natural person, a corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 A reference to writing or written includes faxes but not e-mail.
1.8 Where the words include(s), including or in particular are used in these Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.9 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
2 Application of terms
2.1 Subject to any variation under condition 2.4, these Conditions are the only Conditions upon which the Company is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
2.2 Each Contract issued by the Company to the Seller shall be deemed to be an offer by the Company to buy the Goods subject to these Conditions and no order shall be accepted until the Seller either expressly by giving notice of acceptance, or impliedly by fulfilling the Contract, in whole or in part accepts the offer.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
2.4 These Conditions apply to all Company's purchases and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a Director of the Company.
3 Commencement and Duration
3.1 The Goods supplied under the Contract shall be provided by the Seller to the Company from the date specified in the Contract.
3.2 The Goods supplied under the Contract shall continue to be supplied until the Goods are delivered in full and the services are completed in accordance with the Contract
4 Change Control
If the Company requests a change to the scope or execution of the Contract:
(a) the Seller shall, within a reasonable time (and in any event not more than five working days after receipt of Company’s request), provide a written estimate to the Company of:
(i) the likely time required to implement the change;
(ii) any necessary variations to the Seller's charges arising from the change;
(iii) any other impact of the change on the terms of the Contract.
(b) if the Company does not wish to proceed, there shall be no change to the Contract; and
(c) if the Company wishes the Seller to proceed with the change the Seller shall do so after agreement on the necessary variations to its charges, the Goods and any other relevant terms of the Contract to take account of the change and the Contract shall be varied in accordance with condition 2.4.
5 Quality and defects of the Goods
5.1 The Goods shall be fit for purpose, of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Contract and specification and/or patterns supplied or advised by the Company or by the Buyer to the Seller. No change to the specification of any Goods shall be made or introduced without the Company’s agreement in writing. Any request for such change shall be made in writing and with reasonable notice.
5.2 The Company's rights under these conditions are in addition to the statutory conditions implied in favour of the Company by the Sale of Goods Act 1979.
5.3 Without prejudice to conditions 5.1and 5.2, for a minimum period of 12 months (unless agreed otherwise in writing) from the date of delivery, the Goods shall be free of all defects, faults or contamination.
5.4 At any time prior to delivery of the Goods to the Company, the Company and the Buyer shall have the right to inspect and test the Goods at all times. The Seller shall furnish the Company with reports and details in the format and at the time required by the Company in order that the Company can verify the actual progress of work to be executed under the Contract.
5.5 If the results of such inspection or testing cause the Buyer (and henceforth the Company) to be of the opinion that the Goods do not conform or are unlikely to conform with the Contract or to any specifications and/or patterns supplied or advised by the Company to the Seller, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.
5.6 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.
5.7 Notwithstanding and without prejudice to conditions 5 and 16, in the event of a claim arising from the Buyer of the Goods, the Seller agrees that:
(a) at its own expenses it shall proactively use its best endeavours to resolve amicably with the Buyer the claim and resolve the quality concerns and to keep the Company informed at all times;
(b) If the Buyer’s claim is not fully resolved and settled in 30 days from the Buyer’s rising a complaint, the Seller shall issue a credit note to the Company for the total amount of the claim and a full refund shall be paid forthwith by the Seller to the Company; and
(c) the Buyer opinion on the quality of the Goods and its decision to reject the Goods shall be deemed as final and binding upon the Seller and for the purpose of the Seller obligations towards the Company with respect to the provisions 5, 7, 9 and 16 herein.
5.8 If any of the Goods fail to comply with the provisions set out in condition 5 the Company shall be entitled to avail itself of any one or more remedies listed in condition 16.
5.9 The Seller undertakes that in the event of a quality complaint raised by the Buyer directly with the Seller, it shall inform the Company immediately.
6 Trading risks control Seller’s obligations
6.1 The Company shall cover the credit risk with a reputable insurer for all invoices the Company issues to Buyers of the Goods and the Seller represents, warrants and undertakes to the Company that at no cost to the Company:
(a) it shall not sell any other goods to a Buyer of the Goods, before such Buyer has paid in full all invoices due or to become due to the Company;
(b) it shall use due care and diligence as if uninsured and unpaid for the Goods sold to the Company and for which the Company is seeking payment from the Buyer; and
(c) it shall use its best endeavor to produce original copies of the sale and transport documentation as deemed necessary by the Company in claiming for a loss from the insurers and all times it shall support the Company in mitigating losses.
6.2 The Seller undertakes to inform the Company of any detrimental information about the Buyer of the Goods, such information being in the possession of the Seller prior to the Company first selling the Goods to the Buyer or acquired by the Seller’s at a future date.
6.3 The Seller shall Indemnify TFS for the delivery of Goods to a Buyer which is not the intended Buyer.
6.4 The Seller undertakes that upon request from the Company and at no cost to the Company, it shall use its best endeavors to assist the Company in recovering any losses associated with the Company purchase and sale of the Goods, including but not limited to losses arising from payments default and from transport damages.
The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
(a) defective workmanship, quality or materials relating to the Goods;
(b) any alleged or actual infringement whether or not under English law, of any third party’s intellectual property rights or other rights caused by the use or supply of the Goods;
(c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract; and
(d) any claim from the Buyer including also a reduced or withheld payment of an invoice the Company had issued to the Buyer for the supply of the Goods.
8 Seller Insurance
8.1 The Seller shall maintain at its own cost a comprehensive policy of insurance to cover the liability of the Seller in respect of any act, neglect or default for which it may become liable to indemnify the Company under the terms of the Contract, such policy being extended to indemnify the Company, and shall arrange that the total cover of that policy is appropriate to the Seller’s indemnity under condition 7.
8.2 Whenever required by the Company, the Seller shall produce the policies of insurance and the receipts for payment of the current premiums, or such evidence of the existence of adequate insurance arrangements as the Company may require.
8.3. Unless agreed otherwise in the Contract, the Seller shall insure the Goods for all losses and damages during transport and promptly compensate the Company for all amounts the Company has paid to the Seller for Goods which are lost or damaged during transport.
9 Delivery of Goods and provision of services
9.1 The Goods shall be delivered, to such place of delivery as is agreed in the Contract. The Seller shall off-load the Goods at its own risk as directed by the Company or the Buyer. If any employee or contractor of the Company or of the Buyer undertakes or assists in undertaking any off-loading of Goods from any vehicle, this is at the Seller’s sole risk.
9.2 The Seller shall pay for carriage and transport insurance to fulfill its obligations in accordance to the INCOTERMS specified in the Contract
9.3 The date for delivery of the Goods shall be specified in the Contract but if no such date is specified then delivery of any Goods and commencement of any services shall take place within 28 days of the date of the Contract.
9.4 The Seller shall invoice the Company upon, but separately from the dispatch of the Goods and concurrently provide to the Company the delivery note under condition 9.5 and the required shipping documentation according to industry practice and any applicable laws.
9.5 The Seller shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Company name and VAT number, the Contract number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
9.6 Time shall be of the essence for delivery of Goods and for completion of services in accordance with the Contract.
9.7 Unless otherwise stipulated by the Company in the Contract, deliveries shall only be accepted by the Company in the normal business hours of the ship to address and of the Buyer.
9.8 If the Goods are not delivered in accordance with the Contract without prejudice to any other provisions and other rights which it may have, the Company reserves the right to:
(a) cancel the Contract in whole or in part;
(b) request the immediate reimbursement of money paid to the Seller;
(c) refuse to accept any subsequent delivery of the Goods or any subsequent performance of services which the Seller attempts to make;
(d) recover from the Seller any expenditure reasonably incurred by the Company in obtaining the Goods or purchasing services in substitution from another seller; and
(e) claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller's failure to deliver the Goods on the due date.
9.9 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and to the Buyer and any such packaging material shall only be returned to the Seller at the cost of the Seller.
9.10 Where the Company agrees in writing to accept delivery of Goods by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.
9.11 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller's risk and shall be returnable at the Seller's expense.
9.12 The Company shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. The Company shall also have the right to reject the Goods as though they had not been accepted for 28 days after any latent defect in the Goods has become apparent.
The Goods shall remain at the risk of the Seller until delivery to the ship to address is complete (including off-loading and stacking) when ownership of the Goods shall pass to the Company.
11.1 The price of the Goods and/or Services shall be stated in the Contract and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.
11.2 Subject to condition 2.4 no variation in the price nor extra charges shall be accepted by the Company.
11.3 Without prejudice to the generality of condition 11.2 any request for any increase in the price of the Goods shall be made in writing and provide a minimum of 3 calendar months notice.
12.1 Invoices shall be prepared by the Seller in duplicate in the case of Goods after every delivery. All invoices shall be in compliance with all applicable laws and the provisions of the Contract. Invoices shall be addressed to the Company at the address specified by the Company in the Contract and shall quote the Contract number.
12.2 The Company shall pay the price of the Goods and services at a point in time as agreed in the Contract or, in the absence of such provisions, 90 days following the end of the month in which the Goods are delivered, the services are performed or the invoice is issued (whichever is the later) but time for payment shall not be of the essence of the Contract.
12.3 Payment shall be made by bank transfer. Payment of the invoice shall not affect the Company’s right to dispute in writing any unjustified charge.
12.4 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract.
13.1 The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company's business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller's obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.
13.2 The Company shall be bound to the provisions in 13.1 towards the Seller.
14 Company’s Property
Physical assets or any forms of intellectual property rights supplied by the Company to the Seller or not so supplied but used by the Seller shall at all times be and remain the exclusive property of the Company but shall be held by the Seller in safe custody at its own risk and maintained in good condition by the Seller until returned to the Company and shall not be disposed of other than in accordance with the Company's written instructions, nor shall such items be used otherwise than as authorised by the Company in writing.
15.1 The Company shall have the unfettered right at any time and for any reason to terminate the Contract in whole or in part and with immediate effect upon giving notice to the Seller whereupon all work on the Contract shall be discontinued and if the Company exercises its rights under this condition 15.1 the Company shall not be under any obligation to pay to the Seller compensation for work-in-progress, Goods in transit, or any other loss at the time of termination.
15.2 The termination of the Contract, however arising, shall give the rights to the Company to request the immediate reimbursement of money paid by the Company to the Seller for the supply of Goods.
15.3 The termination of the Contract, however arising, shall be without prejudice to the rights of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract or the Seller becomes insolvent the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:
(a) Without prejudice to condition 15.1 to rescind the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
(c) at Company's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d) to refuse to accept any further deliveries of the Goods;
(e) to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract;
(f) to require immediate repayment by the Seller in respect of all sums previously paid by the Company in respect of any Goods not supplied or rejected by the Company and to withhold indefinitely any money due to the Seller; and
(g) to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.
17.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
17.2 The Company may assign the Contract or any part of it to any person, firm or company.
18 Force majeure
Without prejudice to condition 15.1 the Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, cancellation of orders by the Buyer, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
19 No Partnership or Agency
Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.1 All the Seller’s employees shall be retained by the Seller on completion or on termination of the Contract and the Seller agrees and will ensure that none of its employees nor the employees of any other party who have been involved in the provision of any of services to the Company will become the employees of the Company or any Replacement Seller on completion or on termination of the Contract by reason of the transfer of the provision of any of the Services to the Company or any Replacement Seller and/or the operation of the Transfer Regulations.
20.2 The Seller shall indemnify and keep indemnified the Company and any Replacement Seller in respect of any claims, costs, demands, liabilities, damages and awards which the Company or any Replacement Seller incurs or suffers in relation to any person whose contract of employment transfers to the Company or any Replacement Seller by reason of the operation of the Transfer Regulations including without limitation any claims arising from the dismissal of any such person by the Company or any Replacement Seller.
21. Corruption and Money Laundering
The Company operates in strict compliance with all applicable laws and also in particular with the Bribery Act 2010 and with the applicable law on money laundering contained in Part 7 of the Proceeds of Crime Act 2002.
22. Governing Law and Jurisdiction
22.1 The parties’ rights and obligations arising out of or in connection with these Standard Terms and Conditions of Purchase or any sales confirmation made by the Company shall be governed, construed, interpreted and enforced according to the laws of England, excluding principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
22.2 The parties agree that any suits, actions or proceedings that may be instituted by any party shall be initiated exclusively before the competent courts of England without prejudice to Company right to submit the relevant case to the court which would have jurisdiction if this provision has not been incorporated in these conditions, and do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to venue of those suits, actions or proceedings.
23.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
23.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
23.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
23.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
23.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it save that a Replacement Seller shall be entitled to enforce the provisions of condition 20. The parties to the Contract may by agreement rescind or vary the Contract without the consent of any Replacement Seller notwithstanding that such rescission or variation may extinguish or alter a Replacement Seller’s entitlement under this condition 23.5.
23.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
ISO: QPR 7.5-SOP02/Doc.07/V.05/26.08.2019