0. Definitions     Back to top

In these conditions the following terms shall have the meaning ascribed to them.

Company Related Fluid Power Limited, registered under the Companies Acts under Number 1157634 and having its Registered Office at 10 Elm Court, Arden Street, Stratford-upon-Avon, Warwickshire CV37 6PA.

Contract The agreement between the company and the customer under the terms and conditions below.

Customer Means the person, firm or company to whom the quotation is addressed, or order received from.

Date of contract The date on which these terms and conditions are accepted by the customer.

Goods Means articles and services or any of them described in the quotation/order/invoice.

Place of delivery The place of delivery set out in the quotation/order/delivery note/invoice.

Quotation Means the price details of the goods, information and terms set out in accordance with the attached hereof in reply to the customer’s enquiry.

Specification The description of the goods as set out in the quotation/purchase order/invoice.

1. Quotations     Back to top

1.1 All quotations are made and all orders are accepted subject to the following conditions.

1.2 Quotations shall only be available for acceptance for a maximum period of 30 days from the date hereof and may be withdrawn by the company within such period at any time by written or oral notice. However, should the customer not accept the quotation for any reason but allow the supply of goods to go ahead, these terms and conditions shall mutis mutandis.

1.3 Unless other terms and conditions are expressly accepted by the company by means of a specific written amendment hereto signed by a director or branch manager of the company, the contract will be on the terms and conditions set out below to the exclusion of any other terms and conditions (except those implied in favour of the company which are not inconsistent with the terms and conditions) whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the buyer to the company. Any reference below to the quotation, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, specification of like document will have effect to the exclusion or amendment of the terms and conditions.

2. Price     Back to top

2.1 The Company reserves the right at any time and without notice to the Customer (including prior to delivery following order) to withdraw, revise or vary (a) any discount offered to the Customer or (b) the quoted price or payment terms, to take account of a Customer’s circumstances (including changes to agreed and scheduled delivery requirements) or increases in costs including (without limitation) costs of materials, carriage, labour or overheads, the imposition of any tax, duty or other levy and any variation in exchange rates. Any offer to keep quoted prices open will be subject to the foregoing.

2.3 All prices are unless otherwise stated and formally agreed quoted net ex works exclusive of packaging and VAT. A minimum order value may be imposed.

3. Terms of Payment     Back to top

3.1 Orders for United Kingdom customers without an account are accepted if cash is sent with order or payment is made by cash on delivery.

3.2 Ledger accounts are opened subject to approval of references and, unless otherwise agreed by the company in writing, terms of payment shall be net cash monthly account due and payable on the last day of the month following the month in which the goods were dispatched or would have been dispatched save for postponement otherwise than due to default on the part of the company. The company shall be entitled to submit its invoice with its delivery advice note, or at any time thereafter save that where delivery has been postponed at the requested of or by the default of the customer, then the company may submit its invoice at any time after the goods are ready for delivery or would have been ready in the ordinary course but for the request or default as aforesaid.

3.3 Company may invoice each installment separately and the customer shall pay invoices in accordance with these conditions.

3.4 No disputes arising under the contract nor delays beyond the reasonable control of the company shall interfere with prompt payment in full by the customer.

3.5 In event of default by the customer the company shall be entitled, without prejudice to any other right or remedy, to suspend all further deliveries on any contract or contracts between the company and the customer without notice, and to charge interest on any amount outstanding at the rate of 8% over the Bank of England base rate of interest in line with EC Directive. Additionally we will be able to recoup all costs incurred in collecting the debt.

3.6 The method of payment for overseas customers will be agreed prior to confirmation of order.

4. Changes     Back to top

4.1 If after the date of contract and before the date of delivery of the goods improvements are made in the design or specification of the goods, the company may on giving notice incorporate such improvements in the goods sold provided that:
4.1.1 the performances and quality of the altered goods are at least equal to those of the goods ordered and
4.1.2 delivery is not unreasonably delayed.
4.2 The company shall not be obliged to make any alterations to the goods ordered, whether arising by reason of the amendment of the regulations of a competent authority made subsequent to the date of contract or otherwise.

5. Delivery     Back to top

5.1 Time for delivery is given as accurately as possible but is not guaranteed. The customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated. Time is not of the essence in this contract.

5.2 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the customer. Alterations by the customer in design specification or quantities required may result in delay in delivery.

5.3 The company will endeavour to comply with reasonable requests by the customer with postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the company, the customer shall pay all costs and expenses including a reasonable charge for storage and transportation thereby and the company shall be entitled to invoice the goods in accordance with these conditions.

5.4 Unless otherwise expressly agreed, any packaging supplied by the company is intended to be only sufficient to protect the goods for all normal conditions of transit and for the normal period of transit only.

6. Risk and Title     Back to top

6.1 Risk shall pass to the customer so that the customer is responsible for all loss, damage or deterioration to the goods as follows:
6.1.1 if the company specifically contracts to deliver the goods by its own transport, risk shall pass at the time when the goods or a relevant part thereof arrive at the place of delivery or
6.1.2 in all other circumstances risk shall pass at the time when the goods or a consignment or other part thereof leave the premises of the company, whether or not the company arranges transport for the goods on behalf of and as agent for the customer as disclosed principal.

6.2 Title in the goods or any part thereof supplied hereunder will pass to the customer either:
6.2.1 when payment has been made in full for the goods including any interest payable and all other goods which are the subject of any other contract between the company and the customer, which at the time of payment of the price the goods have been delivered to the customer but not yet paid for in full or
6.2.2 when the company serves written notice on the customer specifying that the title in the goods or any part thereof has passed.

Or whichever shall be the earlier.
The customer shall permit any representative officer, employee or agent of the company to enter into the customer’s premises and to repossess the goods at any time prior thereto.

6.3 Where title in the goods has not passed to the customer for whatever reason, the customer shall store the goods separately and shall clearly mark the goods as property of the company. If the goods or any part thereof are incorporated in or used as materials for or components in any other goods before payment in full has been made by the customer, title in the goods shall remain with the company until such payment has been made.

Retention of title
6.4 The company reserves the right to claim retention of title and reclaim all goods for which payment has not been made and up to the full value of the total debt due to the company by the customer; this includes goods previously paid for by the customer. The company can reclaim all goods regardless of delivery date to the customer and without detailing specific serial numbers, batch number or the like.

7. Carriage     Back to top

7.1 In the case of [VOR] and other emergency orders, carriage will be charged to the customer at the rate prevailing.

7.2 Where the customer collects the goods by means of a carrier, the company will make a packing charge to cover the costs involved.

8. Packing     Back to top

8.1 In the United Kingdom, wooden crates or “stillages” will be charged at cost price. A refund may be given upon prior agreement between the customer and the company if the crates or “stillages” are returned to the company’s works carriage paid in good condition within three months of receipt by the customer.

8.2 Export packing for overseas orders will be charged to the customer. Cases are non-returnable.

9. Conditions of Guarantee     Back to top

9.1 Where the company is not the manufacturer of the goods, the company will use reasonable endeavours to make over to the buyer the benefit of any warranty or guarantee given by the manufacturer.

9.2 Where goods have been manufactured by the company the following conditions shall apply:

Defects apparent on inspection

9.2.1 Where the customer becomes aware of any shortage, defect or failure to meet the specification in the goods apparent on visual inspection, the customer may serve a written complaint on the company within 14 days of delivery of the goods at the place of delivery or such shorter period as the carriers conditions require (if applicable) specifying the shortage or defect. The company shall be given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.

Defects not apparent on inspection

9.2.2 Where the customer becomes aware of defects not apparent on visual inspection at the time of delivery he shall serve a written complaint on the company as soon as reasonably practicable after the defect is discovered; no use will be made of the goods thereafter and no alteration made thereto before the company is given an opportunity to inspect the goods in accordance with this condition.

All complaints must be received within 12 months of the date of delivery of the goods or, in the case of items not manufactured by the company, within the guarantee period specified by the manufacturer of such items.

9.3 If the complaint is not made to the company as herein provided, then the goods shall be deemed in all respects in accordance with the contract and the customer shall be bound to pay for the same accordingly.

9.4 The customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the customer without prior specific written consent of the company, nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.

9.5 The company shall not be liable for loss or damage suffered by reason of use of the goods after the customer becomes aware of a defect, or after circumstances which would reasonably have indicated to the customer the existence of a defect.

9.6 The company may, within 15 days of receiving such a written complaint (or 28 days where the goods are situated outside the United Kingdom), inspect the goods and the customer, if so required by the company, shall take all steps necessary to enable the company to do so.

9.7 In the case of total loss by the customer through non-delivery of the goods, the customer must notify both the company and the carriers within 7 days of the date of dispatch.

9.8 In case of export goods for overseas destinations, the company accepts no liability for damage or loss after the goods have been dispatched by the company although the company will arrange insurance against transit or other risks if instructed to do so by the customer at the customer’s cost, the company acting as agent for the customer, as disclosed principal.

10. Guarantee     Back to top

11. Exclusion     Back to top

11.1 The company hereby excludes all conditions, warranties and stipulations expressed, implied, statutory customary or otherwise which may be construed in favour of the customer, other than those set out in Clause 9 and 10 above.

12. The Company Liability     Back to top

12.1 The company shall not be liable to the customer for any loss or damage whatsoever or howsoever caused, arising directly or indirectly in connection with this contract, the goods, their use or otherwise, except to the extent that such liability may not be lawfully excluded.

12.2 Notwithstanding the generality of 12.1 above, the company expressly excludes liability for consequential loss or damage which may arise in respect of the goods or their use for loss of profit, business, revenue, goodwill or anticipated savings.

12.3 In the event that any exclusion or other provision contained in this contract be held to be invalid for any reason, and the company becomes liable for loss or damage that could otherwise have been limited, such liability shall be limited to the price paid for goods.

12.4 The company does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the company, its employees, agents or authorised representatives.

13. Termination     Back to top

13.1 The company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part of the contract or any or every other contract with the customer, or to suspend any further deliveries under the contract or any other such contract in any of the following events:

13.1.1 if any debt due and payable by the customer to the company is unpaid;
13.1.2 if the customer has failed to take delivery of any goods under the contract or any other contract as aforesaid otherwise than in accordance with the customers contractual rights;
13.1.3 the customer has failed to observe of perform any of its obligations or duties under the contract;
13.1.4 if the customer, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall be deemed by virtue of Section 123 of the insolvency Act 1986 to be unable to pay its debts;
13.1.5 if the customer, being a firm, partnership or individual, shall be dissolved, or in any case shall commit any act of bankruptcy or notour bankruptcy, or having a receiving order made against him/it, or make or negotiate for any composition or arrangement with or assignment for the benefit of his/its creditors.

13.2 In addition to any right of lien which the company may have, the company shall in any of the events described in this condition impose a general lien over all goods of the customer, other than in the possession of the company, for the value of the unpaid price of any goods sold and delivered by the company to the customer under the contract or any other contract.

13.3 Termination, howsoever or whenever occasioned, shall be subject to any rights and remedies the company may have under this contract or in Law.

14. Force Majeure     Back to top

15. Sample     Back to top

16. Cancellation     Back to top

16.1 Cancellation will only be agreed to by the company on condition that all costs and expenses incurred by the company, up to the time of cancellation, and all loss of profits and all other loss or damage resulting to the company by reason of such cancellation will be paid forthwith by the customer to the company.

17. Confidential Information     Back to top

18. Customers Drawings     Back to top

18.1 The customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the company, either directly or indirectly by the customer or by the customer’s agents, servants, consultants or advisers, are accurate, correct and suitable. Examinations or consideration by the company of such drawings, information, advice or recommendations shall in no way limit the customer’s responsibility hereunder, unless the company specifically agrees in writing to accept responsibility.

18.2 The customer shall indemnify the company from and against all actions, claims, costs and proceedings which arise due to the manufacture of goods to the drawings and specifications of the customer, where such drawings and specifications are at fault or where it is alleged that they involve an infringement of patent Copyright Design or Design Copyright or other exclusive right.

19. Data and Technical Information     Back to top

20. Exhibitions     Back to top

21. Waiver     Back to top

21.1 Failure or neglect by the contractor to enforce at any time of the provisions hereof shall not be construed, nor shall be deemed, to be a waiver of the contractor’s rights hereunder, nor in any way affect the validity of the whole or any part of this agreement, nor prejudice the contractor’s rights to take subsequent action.

22. Assignment and Delegation     Back to top

22.1 The customer shall not assign or otherwise transfer all or any part of this agreement without the prior written consent of the company.

22.2 The company may authorise a distributor, dealer, service centre or other third party to provide the services and/or to invoice the company for and collect the charges specified herein as its designated representative. Such authorisation may be in the form of a subcontract or other arrangement deemed appropriate by the company.

23. Legal     Back to top

24. Registration     Back to top

24.1 The parties hereto consent to registration for preservation and execution hereof

25. Customer Returns     Back to top

Any equipment that requires to be returned by the customer, be it for defects or otherwise, must be returned in accordance with Related Fluid Power Ltd terms and conditions outlined herein:

25.1    Authorisation and Paperwork

25.1.1      The Company will only accept returned goods for rectification or credit providing such returns have been authorised by the Company prior to despatch by the customer.  To have a return authorised, the customer must contact the Company’s sales team or Quality Department, give details of the goods to be returns and request a ‘Customer Returns Note Number’ (CRF…..). This number must be noted on all returns paperwork.

25.1.2      Returns paperwork must give a full reason for the return and in the case of a suspected product failure, a precise detail of the fault or failure mode must be given.

25.1.3      Any equipment returned without the relevant completed paperwork will be rejected by the company’s Goods- in department and will not be processed until such paperwork has been received.

25.1.4      No credit or refund shall be allowed for any goods until they have been received complete and with the required paperwork

25.2   Carriage Costs

25.1.5      All goods must be returned at the customer’s cost unless the goods are being returned because they are faulty or incorrectly supplied. In which case, the Company can arrange for the goods to be collected by our nominated courier.

25.1.6      The purchaser shall unless otherwise stated be responsible for the cost of outward and return carriage, and insurance, for all goods returned by the customer to the Company until actual receipt of the goods by the company.

25.1.7      The Company retains the right at its sole discretion whether to accept the return of goods for either rectification or credit. All equipment is fully inspected and tested for defects/modification when received from the customer prior to any credit note being raised or any replacement parts being despatched.

 25.3       Restocking, Administration and Inspection Charges

25.3.1      All goods returned to the Company for credit by pre-arrangement and found to contain no fault, will be subject to a 20% restocking charge, providing the goods are in original stock condition.

25.3.2      Goods returned to the Company that have been specifically purchased for the customer from a Company supplier  will be subject to the cost of returning the goods to the said supplier plus carriage and then plus a 15% administrative charge for work carried out by the Company during such return.

25.3.3      Any downward variation of these charges shall be at the sole discretion of the Company.

25.3.4      Goods returned for inspection and quote for repair will be subject to an inspection fee charged at our standard rates

25.4   No Fault Found

In the case where goods are returned ‘as faulty’ but which are otherwise found to be in full working order, the Company will respectively charge the customer to cover the Company’s costs for inspection and test along with any ‘collection’ carriage costs.

25.5   Damaged (by customer) Returned Goods

 In the case where goods have been returned in a damaged state (damaged by the customer) the cost for rectification and repair will be passed to the customer. These goods will then be returned according to the Company’s standard procedures.

25.6   Returns order timescales

25.6.1      The customer must contact the Company within 14 days of any defect being found.

25.6.2      The Company will issue a  ‘Customer Returns Note Number’ (CRF…..) to the customer within 2 days of contact by the customer

25.6.3      The customer must return the goods and completed paperwork within 30 days of receipt of the Company’s authorisation. After 30 days of issue, if goods have not been received, the CRF number will no longer be valid.

25.6.4      The Company will endeavour to complete the returns enquiry within 14 days of receipt of the goods and paperwork from the customer, where replacement parts/repairs and/or manufacturer inspection are available. This includes, where applicable, the issuing of credit notes.

25.6.5      Any goods returned that are deemed to be scrap and agreed with the customer, will be disposed of if not collected by or returned to the customer within 30 days.

25.6.6      Where any disputes arise over a return, the Company will aim to settle these with the customer within 30 days of the dispute arising.

25.7   Customer Returns Note Number

To obtain a ‘Customer Returns Note Number’ (CRF…..) please contact our sales office by telephone on 01334 655600 or by email to sales@relatedfluidpower.com