Conditions of Sale
These conditions ("Conditions") apply to every quotation by Form Nutrition Ltd (the seller) and each order from the buyer ("the Buyer") accepted by the Seller for the supply of goods ("Goods") unless they are varied in writing by the Seller. These Conditions govern each contract to the exclusion of all other terms and conditions subject to which the Buyer purports to make an order. The Seller shall be under no obligation to accept any order and no binding contract arises between the Seller and the Buyer until the Seller has accepted each order. The Buyer shall ensure each order is full and accurate. The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.
Goods are supplied at prices specified by the Seller. Prices are subject to alteration without prior notice and to VAT at the applicable rate on the date of invoice. Customers exempt from VAT or entitled to zero rated supplies must provide proof at the time of order. A carriage charge is added according to the value of your order and weight (before VAT).
Payment is due within 30 days of invoice date. No set-off or part payment is permitted. Failure to pay on time entitles the Seller to recover Goods from the Buyer, suspend deliveries and / or to charge interest from the due date until payment at the statutory rate. The Seller may appropriate payment to any invoice.
4.1 Although the Seller will endeavour to dispatch Goods on time, times quoted are indicative only and not guaranteed. The Seller is not liable to the Buyer for any loss due to late delivery however caused. Where Goods are delivered in instalments, each delivery constitutes a separate contract and the Seller's failure to deliver instalment(s) in accordance with these Conditions does not entitle the Buyer to cancel the order.
4.2 If the Buyer fails to take delivery of the Goods the Seller may store the Goods until actual delivery and charge the Buyer all additional costs incurred or sell the Goods.
- Retention of Title and Risk
5.1 The Seller retains title in the Goods until the full price of them is paid; until then the Buyer holds the Goods as the Seller's fiduciary agent and bailee and shall properly store them identifiably as the Seller's, but may resell them at market value in the ordinary course of its business. Nothing in this condition relieves the Buyer of its obligation to pay for the Goods.
5.2 Risk in the Goods passes to the Buyer on delivery to the Buyer or its agent or if the Buyer does not take delivery, when the Seller tenders delivery.
The Buyer cannot cancel orders accepted by the Seller and Goods correctly supplied are not returnable except with the Seller's prior written agreement. Goods so returned must be consigned carriage paid and are subject to a charge of 15% of the invoiced price.
- Quality assured status of Goods
Where Goods are manufactured by a third party the Seller shall pass any warranty given by the manufacturer to the Buyer where permitted to do so and will provide certificates of conformity to the Buyer on written request if they are available from the manufacturer. Where provided by manufacturers the Seller will provide appropriate technical leaflets and health and safety data sheets with the Goods.
- Liability and use of Goods
8.1 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not affected by these Conditions.
8.2 The Goods are sold and information and advice rendered on the basis that the Buyer is solely responsible for determining the suitability of the Goods for the purpose for which they are intended. The Seller warrants that on delivery the Goods correspond with their written description and are free from defects in material and workmanship.
8.3 Except where the Goods are sold under a consumer sale the Seller does not give any warranty as to the fitness for purpose of the Goods and any warranty implied by law as to the quality or fitness for any particular purpose of the Goods is excluded.
8.4 The Buyer must fully inspect the Goods on delivery, as the Seller has no liability for damage or shortage unless the Buyer notifies the Seller of the damage or shortage in writing within 10 days of delivery of the Goods.
8.5 Where the Buyer makes a valid claim based on quality or condition or failure to meet specification the Seller shall replace the relevant Goods free of charge or refund the Buyer the price of those Goods but the Seller shall have no further liability to the Buyer.
8.6 The Seller shall not be liable for any defect in Goods supplied or any other damage or loss arising from any of the following: failure to comply with requirements and recommendations of the Seller; misuse of the Goods; alteration or repair of the Goods; any defect in the Goods arising from the Buyer's design or specification.
8.7 The Seller accepts unlimited liability for (in the case of humans) death or personal injury caused by its negligence and for breach of section 12 Sale of Goods Act 1979 and accepts liability for death or personal injury to animals resulting solely from its negligence up to a maximum of £10,000.
8.8 Subject to the other provisions of this condition 8 the Seller’s entire liability for any loss or damage suffered by the Buyer arising from any defects in the Goods or any act, omission, breach of these Conditions, breach of statutory duty or negligence shall be limited to the invoice price of the Goods in respect of or in relation to which loss or damage is claimed.
- Poisons, Drugs and Chemical Weapons
The seller has adopted the Chemical Industries Association’s code of conduct for the sale of chemicals that can be used in the manufacture of drugs and chemical weapons. Such chemical and poisonous – Class S1 goods are only supplied to existing customers and provided the Buyer provides the Seller with a signed purchase order and a declaration for purpose of use. The Seller may refuse to supply such Goods or cease supplying such Goods or cease supplying such Goods at any time. The price of Goods delivered shall remain due whether or not the Seller suspends or cancels further deliveries.
- Returns for Service & Calibration
Goods returned to the Seller for service and/or calibration will be accepted only if accompanied by a Safety Compliance Declaration signed on behalf of the Buyer. Where appropriate equipment should be sterilised by an approved method. Goods must be returned carriage paid and remain, except whilst on the Seller's premises, at the Buyer's risk.
The Seller is not liable for loss, damage or delay consequent on any circumstance beyond its reasonable control.
- Intellectual Property
The Goods may include designs which are the property of the Seller. The Seller owns the copyright, design right and all other intellectual property rights in such designs and the Buyer may not reproduce or use them. The Seller has not knowingly infringed any intellectual property rights but does not warrant that the Goods do not infringe such rights.
The Seller may cancel any contract made under these Conditions or stop any further deliveries without liability if the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or an encumbrancer takes possession of, or a receiver is appointed over any of the assets of the Buyer or the Buyer ceases to carry on business.
- Additional provisions applicable to consumers
14.1 This condition 14 only applies where the Buyer is an individual and is purchasing Goods for purposes unconnected with his business and where this is the case this condition 14 takes precedence over all other provisions in these Conditions.
14.2 The price of the Goods is the price listed on the Seller's price list plus the value added tax each applicable at the time of the Buyer's order and includes delivery accordingly (before VAT is applied), The Buyer is advised to check current prices and delivery charges before ordering.
14.3 The Seller will procure the delivery of the Goods to an address in the UK named by the Buyer. The Seller shall deliver the Goods within 30 days of the date of the Buyer's order unless the Seller notifies the Buyer in writing that this is not possible. If the Seller does not provide such notice or does not deliver in the agreed time the Buyer may cancel the order and the Seller will refund any prepayment.
14.4 The Buyer may cancel an order within 7 days of delivery of the Goods.
14.5 The Seller is Form Nutrition Ltd, First Ave, Weston Road, Crewe, CW1 6BE Information on after sales service is available in writing from the Seller on request.
15.1 Information may be shared with banks and/or other financial providers
16.1 These Conditions and the order (but excluding any conditions of purchase which shall not apply) set out the entire agreement between the parties.
16.2 These Conditions are governed by and are construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English courts.