1. Definitions

In these conditions the expression “the Company” is FSI Limited. The expression “the Customer” refers to the person, company or corporation placing the order.

  1. Payment

Unless otherwise stated payment shall be made net and without set-off, so as to be received on or before thirty days following of the end of the month of invoice. Any amount unpaid after this time will accumulate simple interest at the rate of 0.05% per day.

  1. Risks and Titles to Goods
  • Risk of damage or loss of the goods shall pass to the Customer upon delivery.
  • Ownership of the goods shall remain with the company until the company has received in full (in cash or cleared funds) all sums due to it in respect of the goods and all other sums that are due to the company on any account.
  • Until ownership of the goods has passed to the buyer the buyer agrees to maintain the goods in a satisfactory condition and store them separately from all other goods of the Customer or any third party and in such a way that they remain identifiable as the property of the Customer.
  • The Customer grants the Company, its agents and employees the right to enter the Customer’s premises at any time to inspect the goods, or where the Customer’s rights to possession has terminated, to recover them.
  • Where the Customer has sold the goods before ownership has passed to it the Customer will account to the Company accordingly.
  1. Liability
  • The entire liability of the company is set out in this clause and shall relate only to the following circumstances:
    • Departure from the Company’s usual standards and specifications or, for goods manufactured to the Customer’s specifications, departure from the Customer’s specifications, and defects in materials or workmanship becoming apparent under normal use within twelve months of delivery of goods.
    • Breach of industrial property rights of which the Company is aware at the date of the order, except in respect of designs provided by the Customer.
  • Any goods or services not meeting the standards listed above will, at the Company’s option, replace the goods, take the goods back or refund the cost of the goods.
  • All warranties, conditions and other terms implied by statute or common law are excluded from the contract except those implied by Section 12 of the Sale of Goods Act 1979.
  • The company shall not be liable to the Customer by representation or implied warranty under the express terms of the contract for:
    • Design Defect, unless new design work is carried out specifically to fulfil a contract.
    • Consequential loss or damage, direct or indirect, costs, expenses and other claims for consequential compensation.
    • Any liability for any amount over the contract price.
    • Technical advice or assistance that it is not contractually bound to provide.
    • Any loss arising from the Company being unable to recover damages from a courier because of the Customer’s failure to give notice necessary for such recovery.
    • Defects arising from the Customer’s failure to follow the Company’s instructions or normal practices in relation to the goods.
    • Alteration or repair by the Customer done without the written consent of the Company.
    • Defects arising from a defect in and drawing, design or specification supplied or approved by the customer.
    • Any failure or delay caused by circumstances beyond the Company’s control.
  • Except as provided in these conditions or in relation to death or personal injury caused by negligence or fraudulent misrepresentation by the company, the Company will not be responsible for and injury, loss or damage, whether direct or indirect including loss of use, loss of contracts, loss of profits or other economic losses arising in connection with the goods supplied by the company.
  1. Delivery
  • Unless otherwise agreed the Customer is responsible for all costs associated with delivery.
  • The Company will not be liable for any losses arising from a delay in delivery from whatever source.
  • If goods in any contract have to be delivered in instalments, faulty goods in one instalment, or the delayed delivery of any one instalment will not entitle the Customer to repudiate the whole contract.
  1. Description and Design
  • The description given to goods in any quotation or contract is given by way of identification only and the use of such a description does not constitute a sale by description.
  • The Company reserves the right to alter the specification or materials used in the goods at any time without notice so long as such alteration does not invalidate the any test certificate issued in respect of the goods.
  1. Force Majeure

The Company shall be excused liability for any delay or non-delivery directly or indirectly caused by, or resulting from, or made fundamentally more onerous by events or circumstances beyond its reasonable control (including but not limited to suppliers delays and trade disputes, whether of the company’s employees or otherwise). In the event of delivery being delayed by such events the period of the contract shall be correspondingly extended, or if the delay is greater than six months, either party may cancel the contract by giving notice to the other party in writing, whereupon the Company shall issue a credit note or invoice, as appropriate, in an amount equal to an equitable portion of the total contract price.

  1. Copyright
  • The specification, design and principle of operation of the goods shall remain the exclusive copyrights of the Company and their suppliers and shall not be reproduced in whole or in part by the Customer or any third party without the express written permission of the Company.
  • It is the responsibility of the Customer to draw the attention of any third parties or purchasers for the goods to the terms of this clause.
  1. Other Conditions

These conditions shall take priority to any purchase conditions imposed or attempted to be imposed by the Customer.

  1. Legal Interpretation

This contract is governed by English law. English law will unless settled by mutual agreement; determine any dispute arising out of, or in connection with, any contract