Terms & Conditions

FANS & BLOWERS LTD – CONDITIONS OF BUSINESS

1 DEFINITIONS, INTERPRETATION, NOTICES AND NOTIFICATION

1.1 In these Conditions:

1.1.1 “F&B” means FANS & BLOWERS LIMITED (Company Number 5071200) whose registered
office is at MDP, The Counting House, 61 Charlotte Street, St. Paul’s Square Birmingham,
England, B3 1PX and includes its successors and assigns;
1.1.2 “Conditions” means the standard terms and conditions of trading set out in this document
and includes any special terms and conditions agreed in writing by a Director of F&B;
1.1.3 “Contract” means any contract for the sale of goods or the supply of services by F&B to a
Customer;
1.1.4 “First Customer” means a Customer with whom F&B has never made a Contract for the
supply of goods or services or with whom F&B’s last Contract was performed in accordance
with its terms more than one year before the date of such Customer’s order;
1.1.5 “Defect” means a defect in the goods within the terms of 10.2;
1.1.6 “Highbridge” means F&B’s premises at Walrow Industrial Estate, Highbridge, Somerset,
England TA9 4AG;
1.1.7 “Large Value Contract” means a Contract or (where F&B so elects) any two or more
Contracts whenever made or to be made where the aggregate of the Price or Prices and all
other sums payable thereunder exceeds £10,000 or such other sum as F&B may from time
to time determine;
1.1.8 “Loan Goods” means goods supplied by F&B to a Customer on a trial, free issue or
subsidised basis and identified as such on F&B's order acknowledgement form;
1.1.9 “Loan Period” means the period stated as such on F&B's order acknowledgement form
commencing with the date of Manufacturing Completion of relevant Loan Goods or if not so
stated a period of three calendar months commencing on such date;
1.1.10 “Manufacturing Completion” means in relation to goods the time at which such goods have
been manufactured and/or assembled and tested by F&B and are ready for packing and
dispatch;
1.1.11 “Normal Working Time” means the period from 8.30 am to 5 pm UK time on any day except
Saturdays, Sundays, and UK Bank and Public Holidays;
1.1.12 “Premium Delivery Charge” means the sum given as such on F&B's order
acknowledgement form;
1.1.13 “Premium Manufacturin Charge” means the sum given as such on F&B's order
acknowledgement form;
1.1.14 “Price” means the price of the goods or services;
1.1.15 “UK Mainland” means England, Wales and Scotland (other than any offshore island)
1.1.16 “Working Day” means any day other than Saturday, Sunday or Bank or Public Holidays in
the country of the Customer and "Working Days" shall be construed accordingly.

1.2 References in these Conditions to the goods and the services are to the goods and/or the
services to be supplied under a Contract, but where or to the extent that the services are
the storage of goods at Highbridge clause 29 only applies.
1.3 Reference to a clause or clauses are to a clause or clauses of these Conditions.
1.4 Any notice or notification required or permitted to be given by either party to the other under
these Conditions must be in writing and sent by first class post, or fax, or delivered by hand
to the party to be served at its registered office or principal place of business for the time
being.

2 CONDITIONS APPLICABLE

2.1 These Conditions will apply in accordance with their terms to all Contracts to the exclusion
of all other terms and conditions, including any terms or conditions put forward by the
Customer. No conduct by F&B will be deemed to constitute the acceptance of any terms or
conditions other than these Conditions.
2.2 A quotation given by F&B does not constitute an offer. No Contract will come into existence
until F&B's order acknowledgment form has been despatched to the Customer.
2.3 Any assertion that any detail on F&B's order acknowledgment form is incorrect must be
notified to and received by F&B before the earlier of:

2.3.1 five Working Days of the order acknowledgement date; or
2.3.2 if F&B has in the Contract or subsequently agreed to commence work on or as soon as
practicable after a certain date, that date.

2.4 No variation to these Conditions (including without limitation any alteration to estimated
manufacturing completion date or delivery) will bind F&B unless it is in writing and signed
on behalf of F&B by a Director.
2.5 No variation to these Conditions made for any Contract has relevance to or effects any such
variation to or for any other Contract.
2.6 F&B's employees or agents are not authorised to make at any time, and the Customer must
not rely on, any representations concerning the goods or the services unless confirmed in
writing by a Director of F&B.

3 CUSTOMER'S OBLIGATIONS AND WARRANTY, SPECIFICATIONS AND
DESCRIPTIONS

3.1 Save for specifications or descriptions (if any) expressly set out on F&B's order
acknowledgment form no other specification, descriptive material, written or oral
representation, correspondence or statement, promotional or sales literature will form part
of or be incorporated by reference into the Contract.
3.2 The Customer will be solely responsible for any errors in or omissions from any
requirements, specifications, information or other items provided by it. F&B will not be
obliged to verify whether or not any such requirements, specifications, information or other
items are correct or sufficient for any purpose.
3.3 If F&B manufactures or supplies any goods or supplies any services in accordance with any
requirements, specifications, information or other items supplied by the Customer which are
incorrect or insufficient, infringe the rights of any third party or fail to meet any applicable
safety or statutory requirements or regulations, the Customer will indemnify F&B against all
damages, losses, costs, claims or expenses incurred by F&B arising out of, or in connection
with, the execution of the order and the performance of the Contract.
3.4 F&B may from time to time make changes in the specification of the goods or to the manner
in which services are to be supplied which are required to comply with any applicable safety
or statutory requirements.
3.5 All articles, drawings, models and photographs and the like hired or supplied by F&B to the
Customer in connection with a Contract (not being goods or services under a Contract) will
be and remain the property of F&B, must be returned to F&B on demand and must not,
without the consent in writing of F&B, be published or disclosed to any third party or made
use of by the Customer except for the purposes of the Contract. F&B may charge the
Customer for any of those items that are lost, damaged or not returned to F&B on demand.
3.6 Except for any which is expressly agreed to be included in the goods or as part of the
services, all materials, drawings, specifications and other data provided by F&B will remain
its property and all technical information, patentable or unpatentable, copyright, design right
and registered designs arising from the execution of any order or the performance of any
Contract will become the property of F&B.
3.7 Where the Customer supplies drawings or specifications it must request their return (if it
wishes them to be returned) on supply. If return is requested F&B will take reasonable care
thereof and will return the same at the Customer's cost on payment of all monies due to
F&B under the Contract.
f return is not requested F&B have no liability for or responsibility in respect of any such
drawings or specifications and may dispose of the same when and how F&B sees fit.
3.8 The Customer warrants to F&B that neither goods supplied pursuant to a Contract nor any
goods or equipment in respect of which F&B provides or furnishes any services are
intended for or will be used for any use or application or in any place or country in
contravention of any sanction, restriction or prohibition howsoever imposed whether by or
pursuant to a resolution of the United Nations, any like body or assembly or otherwise and
will indemnify F&B from and against all and any loss, costs, actions, claims, damages fines,
penalties and demands arising from any such contravention.

4 CUSTOMER'S FREE ISSUE GOODS

4.1 Where the Customer supplies or is to supply to F& B free issue goods:

4.1.1 Such free issue goods are to have with them and the expression "free issue goods" in these
Conditions is to include all operating and maintenance instructions requirements and
recommendations all health and safety and other matters required by law and all and any
additional instructions necessary for the incorporation of such free issue goods into the
goods or if appropriate in the services to be supplied or provided by F&B;
4.1.2 The Customer is to deliver and unload such free issue goods at Highbridge or at such other
premises as F&B may direct;
4.1.3 All such free issue goods are to be fit for their intended purpose and free from defect. F&B
have no obligation to inspect such free issue goods.

4.2 F&B will take reasonable care of free issue goods but risk in such goods is at all times that
of the Customer.
4.3 All free issue goods are to be supplied on a timely basis and in any event at such times as
are required by F&B for the preparation of any drawings specifications or other matters and
the incorporation of such goods into the goods or services to be supplied or provided by
F&B under a Contract. Where such free issue goods are not so supplied F&B may without
prejudice to any other remedy it may have rescind the Contract and the Customer shall on
demand pay to F&B the costs incurred by it in respect of work done relating to the Contract
up to the date of rescission and any costs incurred by it as a consequence of such nonsupply.

5 LOAN GOODS

5.1 F&B supplies Loan Goods in the reasonable expectation that F&B will become the
Customer's preferred supplier for goods of the kind manufactured or supplied by F&B on or
before the expiry of the Loan Period. F&B will not supply Loan Goods for a particular
application on more than one occasion in any three year period, or in any event to
Customers not in the UK Mainland.
5.2 The provisions of this clause 5 apply in priority to any conflicting provisions of these
Conditions where goods are supplied to a Customer as Loan Goods. Save as varied by
this clause, these Conditions (and in particular and without limitation all Conditions
concerning visits to and attendance at premises) have effect in relation to such goods.
5.3 Goods are supplied as Loan Goods only where F&B's order acknowledgement form
contains a statement to that effect, and only for the Loan Period.
5.4 The Price for Loan Goods is payable as to:

5.4.1 the amount by which the normal net trading value of the Loan Goods (determined by F&B
and given in F&B's order acknowledgement form) exceeds £1,000; and
any Premium Delivery Charge; and
any Premium Manufacturing Charge; and
the cost of delivery and packing; and
F&B’s price of any components not manufactured by F&B save for any standard motor
comprised in the Loan Goods;
in accordance with these Conditions as if Loan Goods were goods supplied by F&B in
ordinary course;
5.4.2 the balance within 30 days of acceptance or deemed acceptance by the Customer of the
Trial Goods, irrespective of the date of F&B's invoice for such balance.

5.5 The Customer will be deemed to accept Loan Goods:

5.5.1 on the date of its notification to F&B of such acceptance if earlier than the date of expiry of
the Loan Period; or
5.5.2 on the date of expiry of the Loan Period unless the Loan Goods are returned to F&B at the
cost of the Customer and received by F&B (in accordance with clause 5.6) in Normal
Working Time by F&B at Highbridge in a cleaned, safe and undamaged condition.

5.6 Loan Goods are received by F&B for the purposes of clause 5.5.2 at the time and on the
date given in F&B's Goods Return Note. The issue of any such Note is without prejudice to
any other provisions of this clause and of these Conditions, and does not in any event imply
that Loan Goods are returned in such a condition as complies with clause 5.5.2.
5.7 If Loan Goods are returned in accordance with and in the condition set out in clause 5.5.2
the balance due under clause 5.4.2 is not payable.
5.8 If Loan Goods are returned in a condition which is not in accordance with, or are not in any
event returned in accordance with, clause 5.5.2:

5.8.1 F&B may (but is not obliged to) accept return of such goods and if it does so the Customer
will on demand indemnify F&B against and pay to F&B an amount (to be determined by
F&B) equal to the difference between the realisable value of the Loan Goods in the state in
which they were returned and the value of similar goods in a reasonable condition (F&B
having regard to the use or application of the Loan Goods so returned for the shorter of the
actual period of such use or application or the Loan Period);
5.8.2 where F&B does not accept such return pursuant to clause 5.8.1 the balance of the Price is
payable by the Customer pursuant to clause 5.4.2 and clause 29 (storage) shall apply in
respect of such Loan Goods not so accepted.

5.9 F&B gives no warranty that Loan Goods (whether as supplied or as subsequently modified
following discussion with F&B or otherwise) are suitable for any purpose or application, the
same being supplied on a trial or concessionary basis.
5.10 All work done on or in respect of Loan Goods following their despatch to a Customer forms
a separate contract for services to be provided or furnished by F&B and will be charged for
accordingly, save where such work comprises (in F&B's opinion) a minor modification when
F&B will carry out such modification free of charge provided that:

5.10.1 the relevant Loan Goods are returned at the cost of the Customer to Highbridge in a
cleaned, safe and undamaged condition; and
5.10.2 the necessary work takes no longer than four man hours and can be effected in Normal
Working Time; and
5.10.3 no replacement or new bought-in components are required for the work; and
5.10.4 the Customer arranges for and is responsible for the cost of the collection from and return
of the Loan Goods to the Customer.

6 PRICE

6.1 The Price will be the price stipulated in F&B's order acknowledgment form.
6.2 Except as otherwise stated in F&B's order acknowledgment form or as otherwise agreed in
writing, all Prices are given by F&B:

6.2.1 for goods to be delivered within UK Mainland:
6.2.1.1 on a delivered basis and include delivery costs and charges (other than any Premium
Delivery Charge) to a destination within 10 miles (by road) of an 'A' class road. Where such
destination is more than 10 miles (by road) of an 'A' class road the Customer is to pay (and
the Price given will exclude) in addition any delivery charge in excess of such charge which
would have been made had such destination been less than 10 miles (by road) of an 'A'
class road and the Customer must accept that (notwithstanding the generality of clause 9.4)
the time taken for delivery may be longer in the case of such destination than would
otherwise be the case;
6.2.1.2 excluding unloading. In all cases unloading is for the account of and is the sole
responsibility of the Customer;
6.2.2 for goods to be delivered outside UK Mainland on an ex-works all charges forward basis
and exclude transport, loading, storage, any Premium Delivery Charge, packaging and
insurance, taxes, duties and levies. Where F&B agrees to deliver such goods otherwise
than at Highbridge, F&B will arrange such delivery and insurance for the Customer as the
Customer's agent and will use reasonable endeavours to effect the Customer's
requirements relating thereto. The Customer will be solely responsible for all delivery costs
(including in all cases transport and off-loading, packaging and insurance), taxes, duties
and levies and will on demand indemnify F&B in respect of any claim or demand in
connection therewith.

6.3 F&B may by giving notice to the Customer at any time before delivery, increase the Price to
reflect any increase in costs which is due to any factor beyond the control of F&B such as
without limitation any increase in the price of materials, parts, components, fan motors,
labour, transport, or other costs of manufacture or provision any change in delivery address
or place of provision, dates, quantities or specifications requested by the Customer, or any
delay caused by any instructions of the Customer or failure by the Customer to give F&B
adequate information or instructions on a timely basis.
6.4 The Price is exclusive of VAT and any other tax duty or levy, any licence fee or charge or
any credit card charge or surcharge incurred to F&B, which is payable by the Customer and
which will be due at applicable rates or appropriate costs on the date of F&B's invoice.
6.5 In the event that the Customer requests F&B to make any visits to the building or site where
the goods are to be installed or the services are to be wholly or partly provided or F&B
reasonably considers that such visits are necessary for the proper performance of the
Contract, without prejudice to the provisions of clause 21 which shall, where applicable,
apply in priority to this provision F&B may at its discretion charge the Customer for any
costs reasonably incurred by it in connection with such visits.

7 PAYMENT

7.1 Subject to any special terms agreed in writing or specified on F&B's order acknowledgment
form, F&B may invoice the Customer:

7.1.1 for goods on or at any time after completion of manufacture or at any time after delivery of
the goods or, if the Customer wrongfully fails to take delivery, at any time after F&B has
tendered delivery;
7.1.2 for services on or at any time after the issue of F&B's order acknowledgement form.

7.2 Save where the provisions of clause 7.4 and/or clause 7.5 and of this clause apply,
payment of the Price and VAT is due in full in cleared funds at the end of the month
following the month in which an invoice is dated; and

7.2.1 payment for goods must be made even if delivery has not taken place and property in any
of the goods has not passed to the Customer;
7.2.2 if services have not been provided following an act, omission or default of the Customer, the
Customer will be charged and is to pay as if it were the Price a charge determined by F&B
which reflects the cost to F&B of its administration and expenses properly incurred in

1.1.1    preparing for the provision of the services not provided;

1.1.2    F&B may agree or stipulate (notwithstanding any provision of these Conditions) that payment is made by any credit card or charge card accepted by F&B and in such case payment by such means is to be made (irrespective of date or delivery of invoice) within five Working Days of the date of F&B's order acknowledgement form;

1.1.3    Time for payment will be of the essence.

1.2       Payment is to be made in pounds sterling.

1.3       Where the Customer is not resident in the United Kingdom or otherwise where F&B so directs:

1.3.1    where the Price and all other amounts payable under the relevant Contract is in aggregate £10,000 (or such other sum as F&B in its sole discretion may have stipulated prior to such contract) or less the Price and all such amounts are to be paid by direct bank transfer to such account as F&B directs at such time as F&B requires or in the absence of such requirement  (and in any event) prior to F&B being required to despatch or (where appropriate) deliver the goods or provide the services;

1.3.2    where the Price and all other amounts payable under the relevant Contract is in excess of £10,000 (or such other sum as F&B in its sole discretion may have stipulated prior to such contract) the Price and all such amounts are to be paid (unless F&B otherwise agrees) by direct bank transfer to such account as F&B directs at such time as F&B directs or if no such direction as to time is made promptly on receipt of F&B's despatch note;

           but provided that:

1.3.2.1  where F&B agrees to accept payment by confirmed irrevocable letter of credit F&B will make an administration charge equal to 5% (or such other percentage as may be agreed) of the Price and other amounts payable.  Such administration charge is to be payable by such letter, which is to be effected not later than ten Working Days after the date of F&B's order acknowledgement or (if later) after the date of F&B's agreement and is to be payable at the counters of Barclays Bank Plc in Yeovil, Somerset (or such other bank as F&B may advise) on sight of F&B's despatch note and otherwise as approved by F&B;

1.3.3    where any payment due under this clause is not made on its due date F&B may without prejudice to any other remedy it may have rescind the Contract and the Customer shall on demand pay to F&B the costs incurred by it in respect of work done relating to the Contract up to the date of rescission and any costs incurred by it as a consequence of such non-payment;

1.3.4    this clause 7.4 applies in priority to clause 7.5 so that where the preamble to this clause 7.4 applies payment is to be made in accordance with its terms whether or not the contract is a Large Value Contract;

1.4       Where the Contract is a Large Value Contract and where clause 7.4 does not apply:

1.4.1    the Price is payable:

1.4.1.1  as to 15% thereof: with order.  F&B will not issue any order acknowledgement form before receipt of such payment;

1.4.1.2  as to 45% thereof: within 10 Working Days of F&B notifying the Customer (which notification may be in F&B's order acknowledgement form) of anticipated Manufacturing Completion Date;

1.4.1.3  as to the balance of the Price and all other sums payable in respect of or pursuant to a relevant Contract: 30 days from the end of the month in which the anticipated Manufacturing Completion Date falls.

1.4.2    All other terms and conditions apply to each payment under 7.5.1 above as if each such payment were the Price.

1.4.3    Where any payment due under this clause is not made on its due date F&B may without prejudice to any other remedy it may have rescind the Contract and the Customer shall on demand pay to F&B the costs incurred by it in respect of work done relating to the Contract up to the date of rescission and any costs incurred by it as a consequence of such non-payment.

1.5       Where the Customer is a First Customer the Price and all other sums due under the Contract are payable with order and F&B will not issue any order acknowledgement form before receipt of cleared funds for such payment.  Clauses 7.4 and 7.5 shall not apply to such First Customer and this clause 7.6 shall have priority over each of such clauses.

1.6       Without limiting any other right or remedy available to F&B, if the Customer fails to pay the Price by the due date the Customer will not be allowed any discount granted by F&B and will pay interest on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgment) on a daily basis at a rate of 4% p.a. over the base rate from time to time of Barclays Bank plc and will reimburse to F&B all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

2         DEBT RECOVERY PROCEDURE

2.1       Without prejudice to F&B's right to recover any moneys due to it in such manner as it thinks fit and at any time, F&B notifies Customers that its standard debt recovery procedure is as set out in this clause.

2.2       F&B will not accept that a Customer enjoys extended or varied payment terms unless written evidence of F&B's agreement thereto pursuant to clause 2.4 is produced on demand and in any event before any relevant payment date showing such agreement signed by a director of the Company.

2.3       Where moneys are not paid on any due date:

2.3.1    F&B will issue a payment reminder within 7 days of such date;

2.3.2    if such moneys are not paid within 7 days of such reminder F&B will notify the Customer of its intent to issue appropriate recovery or other proceedings, make no delivery of any goods and cease work on or manufacture of any goods ordered by a relevant Customer;

2.3.3    if such moneys are not paid within 7 days of such notification F&B's Solicitors will be instructed to issue any relevant or appropriate proceedings;

2.3.4    if proceedings are issued F&B will pursue the same to judgment and enforce such judgment in such manner as it sees fit.

3         PRODUCTION AND DELIVERY

3.1       F&B is not obliged to commence production of or (insofar as it is necessary for F&B to do so) the ordering of components and materials for the goods or take any steps in connection with the provision of any services until the Customers approval in writing is received to any drawings or other matters required for the purposes of the Contract and F&B has received all parts, components or information which the Customer is to supply or provide.  If such approval is not received within 2 weeks of submission of such drawings or other matters F&B may without prejudice to any other remedy which it may have rescind the contract and the Customer shall on demand pay F&B the costs incurred by it in respect of work done relating to the Contract up to the date of recision.

3.2       All orders for goods must state the place of delivery of the goods. Delivery takes place when the goods are delivered at any time (whether or not Normal Working Time) to the place of delivery which unless otherwise agreed for goods to be delivered in UK Mainland is the address given on F&B's order acknowledgement or if not so given the Customer's address in the UK and for goods destined for export is Highbridge.

3.3       All orders for services must state the place at which services are to be provided (where such services are not such as to be furnished from Highbridge in the ordinary course).

3.4       Any dates and times quoted for manufacturing completion or delivery of the goods or the provision of services are approximate only (and are in any event subject to timely approval or supply of parts, components or free issue goods as referred to in clauses 4 and 9.1).  F&B will use reasonable endeavours to effect manufacturing completion, delivery and provision on estimated dates.  F&B accepts no liability for or in respect of any delay or the consequences of any delay in such delivery or provision and in particular and without limitation in any delay occasioned by act or default of a carrier.

3.5       Where the Customer has paid or is to pay pursuant to a Contract a Premium Delivery Charge F&B will:

3.5.1    use all reasonable endeavours to complete the goods ready for despatch by its quoted Manufacturing Completion Date;

3.5.2    to the extent that it fails to do so refund or allow to the Customer such a proportion of the Premium Delivery Charge as is equal to the ratio which the time elapsed between the quoted Manufacturing Completion Date and the actual Manufacturing Completion Date bears to the time between the quoted Manufacturing Completion Date and what would have been the actual Manufacturing Completion Date estimated by F&B had no Premium Delivery Charge been paid or payable.

3.6       F&B may deliver goods by separate instalments in any sequence or may furnish services in discrete parts in any sequence.  Each separate instalment or discrete part is to be invoiced and paid for in accordance with these Conditions.

3.7       The failure of F&B to deliver any one or more instalments of the goods or furnish any discrete part of the services will not entitle the Customer to treat the whole Contract as repudiated.

3.8       Where the Contract is for a bulk quantity of goods for delivery in any number of parts when requested by the Customer or for the provision of services at times requested (subject to these Conditions) by a Customer, the Customer is to call for delivery of the entire quantity to be effected or for the entirety of the Services to be provided within 12 months of the date of F&B's order acknowledgment form.  For goods, F&B are entitled to invoice and/or deliver and the Customer is to accept delivery of any balance of such quantity not requested within that 12 months at any time after the expiry of that period.  For services, F&B are entitled to invoice for and be paid for any services not provided within that 12 months at any time after the expiry of that period.

3.9       If the Customer fails to take delivery of goods, the Customer is to be liable for all storage and other costs incurred by F&B as a result of such failure, payable on demand.  This liability will not affect the Customer's obligation to purchase the goods or any right of F&B to damages.

3.10     Unless itself negligent, F&B will not be liable to the Customer or any third party for any loss or damage caused or incurred during the unloading or siting of the goods.

4         ACCEPTANCE OF GOODS

4.1       The Purchaser will be deemed to have accepted all goods 3 Working Days after their delivery to the Customer.

4.2       Where the goods are sold as a batch, the Customer may (subject to these Conditions) reject only the allegedly defective goods in the batch and not the entire batch.

5         RISK AND PROPERTY - GOODS

5.1       Risk passes:

5.1.1    for goods to be delivered within UK Mainland on first tendering delivery to customers' premises or such place as is otherwise agreed as the place of delivery;

5.1.2    for goods to be delivered outside UK Mainland on despatch of the goods whether or not the Customer (wrongfully or otherwise) takes delivery.

5.2       The goods to which the Contract relates are to remain F&B's property until the Customer has paid all sums due to F&B under the Contract or otherwise.

5.3       So long as the goods remain F&B's property the Customer will:-

5.3.1    hold them as F&B's bailee;

5.3.2    ensure that the goods are stored separately from other goods in the Customer's possession, are readily identifiable at all times as the property of F&B, and are insured; and

5.3.3    allow the authorised representatives of F&B to enter any premises where the goods are stored in order to repossess them or inspect them.

6         WARRANTY - GOODS

6.1       This warranty is subject to the limitations set out below and in particular does not extend to component parts not manufactured by F&B.  In respect of such component parts F&B will assign to the Customer (insofar as it is legally able to do so) the benefit of any guarantee or warranty given by the manufacturer or supplier to F&B thereof and for the period of one year from the date of Manufacturing Completion will at the cost of the Customer give such reasonable assistance to the Customer as is required to enforce such guarantee or warranty.  F&B has no further or other liability in respect of such component parts.

6.2          Goods will be deemed defective if:

6.2.1        they do not correspond with the description or specification (if any) set out on F&B's order acknowledgment form; or

6.2.2        at the time of delivery to the Customer they will not deliver at the outlet port when not installed in or attached to any other machine or installation the volume of air specified (if any such volume is specified) in the "duty details" section on F&B's order acknowledgment form; or

6.2.3        they are otherwise defective in workmanship or materials (except minor faults which do not affect the performance of the goods).

6.3          F&B warrants that:

6.3.1        F&B will repair a Defect or at its election replace the goods free of charge if:

6.3.1.1     the goods are returned by the Customer at its expense to Highbridge in a cleaned and safe condition and a condition not injurious to health, properly and safely packed and with an accurate note of any chemical or like substance which has or may have contaminated the goods and proper instructions for safely dealing with such contamination.  F&B has no obligation to visit any premises of the Customer or of any other person; and

6.3.1.2     the repair including where necessary the manufacture of any required new parts by F&B can be effected entirely within Normal Working Time; and

6.3.1.3     no special tools or equipment are required to effect the repair other than those which would normally be required to repair the goods standing alone and removed from any machine or installation to which they may be attached; and

              In all other cases F&B may charge the Customer for all the costs of and incurred in connection with the repair or replacement of the goods, (including without limitation, its costs and charges of or relating to inspection, site visits and other relevant expenses);

6.3.2        The performance of F&B's obligation in 12.3.1 does not extend, re-start or renew any period of time under these Conditions;

6.3.3        Where F&B is asked to advise or has advised on the specification of the goods that it will use or has used reasonable care and skill in tendering such advice but such advice will be or is based only on the information supplied in writing by the Customer and F&B accepts no liability if or where such information is incomplete or incorrect or is not comprehensive;

6.3.4        F&B gives no warranty that the goods are fit for any specific purpose or application, whether or not the intended use of the goods was made known by the Purchaser to F&B.

6.4          Notwithstanding clause 12.3 F&B may if the goods are defective within the meaning of clause 12.2 refund to the Customer the Price of the goods in which case any liability of F&B under the Contract for the sale of such goods is completely discharged and satisfied.

6.5          Without prejudice to any of the foregoing if F&B agrees to meet its obligations in clause 12.3 by the despatch to the Customer of a replacement part:

6.5.1        where the Customer is situate within the UK Mainland the part will be delivered at F&B's cost to the customer's premises (and all the provisions of these Conditions as to delivery apply);

6.5.2        where the Customer is situate outside the UK Mainland the part is supplied ex-works and all costs of delivery are to be paid by the Customer to F&B on demand.  F&B is not obliged to despatch such replacement part until such costs are received by it.

6.6          The technical and commercial information set out in F&B's order acknowledgment form will be properly prepared.

7             WARRANTY - SERVICES

7.1          F&B warrants that subject to compliance (where appropriate) by the Customer with its obligations under these Conditions it will provide the services using reasonable care and skill.

7.2          Save where the Contract expressly so provides, or otherwise as agreed, F&B is not obliged to carry out any inspection or assessment of any item other than the item or items in respect of which the services are to be provided whether to ascertain whether the services to be provided are adequate, appropriate or likely to be effective, or otherwise.

8             WARRANTY - REPLACEMENT PARTS

8.1          Where goods supplied under a contract (whether for supply of goods or (if services) are replacement parts for old or new fans, whether or not of F&B's manufacture:

8.1.1        (subject to clause 14.1.3) clause 12 shall not apply;

8.1.2        F&B warrants that it will replace or repair (at its option) any such part which is defective by reason of a fault in its manufacture or assembly only;

8.1.3        clause 12.3.1 shall apply mutatis mutandis;

8.1.4        F&B's liability under this clause and accordingly the warranty given in clause 14.1.2 terminates on the earlier of the date which is three months from the date of Manufacturing Completion of the replacement part or where clause 12 applies in respect of the goods the date on which the warranty given in that clause ceases to have effect.

9             LIMITATIONS

9.1          F&B will be under no liability if:

              the Defect in the goods arises from; or

              the technical and commercial details set out in F&B's order acknowledgement form are not properly prepared; or

              F&B is unable to furnish or has not furnished the services; or

              F&B is unable to furnish or has not furnished the services to any standard;

              because of:

9.1.1 any specifications, information parts components or other items supplied by the Customer; or

9.1.2 the failure of the Customer to supply any relevant or necessary specifications, information, parts, components or other items.

9.1.3 incorrect installation or sub-standard workmanship on the part of the Customer or its agents; or

9.1.4 defective free issue parts; or

9.1.5 the use of the goods or the use of any items , information, matters or advice forming part of the services otherwise than for the purpose for which they were intended; or

9.1.6 where any goods are replacement parts (and without prejudice to clause 14.1) any fault or defect caused to such parts by the state or inferior state or condition of the equipment in which such parts are installed or to which they are attached or with which they are used;

9.1.7 wear and tear wilful damage negligence of the Customer or other third party abnormal working conditions improper storage carriage handling and packing or misuse; or

9.1.8 any alteration or modification or repair of the goods without F&B's prior approval; or

9.1.9 any prices, specifications or other particulars contained in F&B's catalogues, price lists or other advertising material (since these are representative only and not intended to form a part of the Contract or be treated as representations); or

9.1.10      any technical information recommendations statements or advice made by F&B its employees or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or

9.1.11      any failure by the Customer to observe any instructions given by F&B (however given) relating to the goods or the use thereof or the application of or the results of the provision of the services; or

9.1.12      any variations in the dimensions of any of the goods or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the goods, and the substituted materials or components are of a quality equal or superior to those originally specified; or

9.1.13      the passing through any fan or blower comprised in the goods or their use for or in connection with anything other than dry clean gas unless such use was specifically agreed by F&B prior to or in the Contract or acknowledged in F&B's order acknowledgement form.

10           WARRANTY CLAIM PROCEDURES

10.1        Any claim for:

              non-delivery of the full consignment of goods; or

              that any goods have been delivered damaged; or

              goods are not of the correct quantity; or              

              goods do not comply with their description;

              must be notified by the Customer to F&B within 3 Working Days of delivery of the goods or within such lesser time as any conditions of carriage imposed by a carrier require.

10.2        Any alleged Defect must be notified by the Customer to F&B within 3  Working Days of the delivery of the goods or, in the case of any Defect which is not reasonably apparent on visual inspection, within 3 Working Days after the time at which the alleged defect is, or ought reasonably to have been, discovered and, in any event, within the following periods:-

10.2.1      for goods manufactured by F&B, 12 months from the date of Manufacturing Completion save where such goods are replacement parts, in which case such notification must be within 3 Working Days of the expiry of the warranty period given in clause 14.1.4;

10.2.2      for goods or component or other parts of goods not of F&B's manufacture the warranty period given by the manufacturer.

10.3        Any allegation that the services have not been furnished in accordance with clause 13.1 must be made within 3 calendar months after the day on which services were provided or furnished.

10.4        Any claim under clause 12, clause 13 or clause 14 or this clause 16 must be in writing must contain full details of the claim and must make reference to F&B's job number or numbers set out on F&B's order acknowledgment form.

10.5        F&B must be afforded reasonable facilities to investigate any claims made under these Conditions and must in any event be offered a reasonable time to do so. 

10.6        F&B will have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these Conditions.

10.7        F&B will in any event be discharged from all liability arising under the Contract unless where the Contract is for goods proceedings are commenced within 12 months from the date of Manufacturing Completion of the goods or where the Contract is for the services proceedings are commenced within 3 months from the date of the provision of the services.

11           LIMITATIONS OF LIABILITY

11.1        Subject as expressly provided in these Conditions all representations, warranties, conditions or terms relating to fitness for purpose, condition or quality of the goods or the provision of services, whether express or implied by statute or common law, are excluded to the fullest extent permitted by law and F&B will have no liability to the Customer for the consequences of any negligence or breach of statutory or other duty or failure to perform the Contract.

11.2        Nothing in the Contract will restrict or exclude liability for death or personal injury caused by the negligence of F&B.

11.3        F&B's liability to the Customer, whether for any breach of contract, negligence or otherwise, will not in any event exceed the Price.

11.4        In no event will F&B be under any liability whatever to the Customer or any other person for any loss of profit, business, contracts, revenues or anticipated savings, or for any indirect or consequential loss and/or expense (whatever the cause, including negligence) suffered by the Customer or any other person.

12           FORCE MAJEURE

              F&B is not liable for any default due to any Act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event or circumstance beyond the reasonable control of F&B.

13       INSOLVENCY OR OTHER DEFAULT OF CUSTOMER

13.1        This clause 19 applies if:-

13.1.1      the Customer fails to make payment when due or commits any other breach of the Contract; or

13.1.2      the Customer makes any arrangements 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

13.1.3      an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer; or

13.1.4      the Customer ceases, or threatens to cease, to carry on business; or

13.1.5  F&B reasonably apprehends that any of the events listed in clauses 19.1.1 to 19.1.4 inclusive is about to occur in relation to the Customer and notifies the Customer accordingly.

13.2     If this clause applies, F&B may in its absolute discretion suspend all further deliveries of goods or supplies of services including those due under call-off contracts, and/or cease any service or warranty support or technical assistance, and/or terminate the Contract, without liability on its part.  If the goods have been delivered but not paid for or services have been provided but not paid for, the Price will become immediately due and payable.

14       INTELLECTUAL PROPERTY

14.1     In no case may any trade mark or marks other than those applied by F&B be marked on, or applied in relation to, the goods.

14.2     No right or licence is granted under the Contract by F&B to the Customer in relation to any intellectual property rights, except the right to use or resell the goods.

14.3     The Customer must not, without F&B's written consent:-

14.3.1  alter any representation of or materials displaying any intellectual property of F&B;

14.3.2  copy or allow others to copy the goods or part of them; or

14.3.3  reproduce or disclose F&B's designs drawings or information, however the same is furnished to the Customer.

15       ATTENDANCE AND SAFETY AT PREMISES

15.1     Where for any purpose arising under or in connection with a Contract (including any performance of F&B's warranty obligations in these Conditions) any employee or other person authorised by or representing F&B is to visit the premises of the Customer or such other premises as the Customer directs the Customer is to:

15.1.1  ensure compliance at all times with all English and local health and safety requirements in respect of such premises provide suitable and secure storage and protection for any goods and F&B's plant and equipment and such facilities as F&B reasonably require and is to indemnify F&B against liability arising from the Customer's failure to do so.

15.1.2  allow and arrange for any staff of F&B to work to enjoy and have the benefit of all the working hours and other working conditions (including, without limitation, any such conditions which relate to or provide for the health and safety of such staff) enjoyed by them as if they were at Highbridge.

15.2     Notwithstanding and without prejudice to the generality of clause 21.1 F&B  will not in any event attend any such premises unless and until the Customer furnishes to F&B a written request so to do incorporating:

15.2.1  F&B's risk assessment form (which F&B will furnish to the Customer promptly on request) fully completed by the Customer and accepted as satisfactory by F&B;

15.2.2  a site plan of such premises clearly showing vehicular and personnel access points, power supply points and details and such other details of or information relating to such premises as F& B may require.

15.3     F&B is nonetheless not obliged to accede to any such request under clause 21.2 if in its reasonable opinion it cannot properly and safely carry out works required for the services but  if it does so will attend as soon as reasonably practicable and will notify the Customer and if the Customer so requests any site owner or occupier of its intended time and place of arrival.  The Customer must at such time and (if different) at F&B's actual time of arrival have complied and have procured and ensured that any site owner or occupier has  complied with all relevant requirements of these terms and conditions.

15.4     The Customer must ensure at all times that such premises provide a proper and safe environment for any work or process which F&B is or is likely to carry out.

15.5     Where F&B have agreed to deliver or install goods or are otherwise requested to move or remove the same or other items for any purpose the Customer must ensure that the roads or other access to and egress from the site thereof is suitable (in F&B's or any other relevant person's discretion) for delivery and/or collection.  Where F&B determines that such access or egress is not suitable the Customer is to make arrangements at its own cost for delivery to or collection from a satisfactory site.

15.6     If so required by F&B (whether prior to or on any attendance at any premises)  the Customer is to disconnect and remove any fan or blower in respect of which services are to be provided from any installation to a safe place of work and effect its reconnection, removal and re-location any number of times (or is to procure the same) to permit the services to be provided in accordance with these conditions.

15.7     F&B accept no liability for or arising from any delay or damage occasioned to goods arising from the Customer failing to properly perform and observe the terms of this clause 21 including (without limitation) any such arising from the Customer's failure to transport and off-load any goods or equipment.

15.8     Where F&B attends or is to attend any such premises the Customer shall pay to F&B its site service, time and materials charges from time to time (such charges being payable in the case of F&B's performance of its obligations under clauses 12, 13 and 14).  Such charges are payable as if they were the Price hereunder and these terms and conditions apply accordingly.

15.9     Where F&B although requested to do so rejects any request to attend any premises for any proper reason, or having attended reasonably determines that the services cannot be safely provided or that the Customer has not complied with its obligations under these Conditions then F&B shall not be required to provide such services and the Customer shall pay and indemnify F&B against its costs and charges incurred (including those involved in assessing such request) as if such costs and charges were the Price hereunder.

16       INDEMNITY BY CUSTOMER

           The Customer agrees to indemnify F&B against any damages, losses, costs, claims or expenses incurred by F&B in connection with any claim made against it by any third party for any loss, injury or damage wholly or partly caused by the goods or their use.  This Condition will not, however, require the Customer to indemnify F&B against any liability for F&B's own negligence.

17       PRODUCT SAFETY

17.1     If the Customer becomes aware of any claims made against the Customer by any third party for any loss, injury or damage wholly or partly caused, or alleged to have been caused, by the goods or their use, or of any information as a result of which it has become, or ought reasonably to have become, aware of any risk which has arisen or may arise as a consequence of the state and condition or use of the goods, the Customer must as soon as reasonably practicable after becoming aware of any such matter provide F&B with full written details.

17.2     The Customer will at its own cost co-operate with F&B in taking all such steps as are reasonably necessary to enable F&B to comply with its obligations under all relevant safety or consumer protection legislation to avoid or minimise any loss, injury or damage to any persons which may be caused by the goods or their use, including the issue of notices and recall orders.

17.3     In the event that details of a claim or other information referred to in clause 23.1 have been, or ought to have been, provided by the Customer, the Customer will in addition immediately provide to F&B details of recipients of onward supplies of the goods (or such goods as incorporate the Contract goods), together with any relevant batch and individual identification numbers or markings relating to the goods, and such other information in its possession as will enable the goods in question to be identified.  The Customer must also use all reasonable endeavours to obtain the co-operation of its own customers for this purpose in relation to any onward delivery of the goods by them.

18       CONFIDENTIALITY

           The Customer must not use or disclose to any third party any information relating to the business or affairs of F&B which it may have acquired by virtue of the Contract or its negotiation or implementation.

19       WAIVER

           No waiver or forbearance by F&B (whether express or implied) in enforcing any of its rights under the Contract is to prejudice its right to do so in the future.

20       SUB-CONTRACTING

           F&B may license or sub-contract all or any part of its rights and obligations under the Contract without the Customer's consent.

21       THIRD PARTY RIGHTS

           No person other than the Buyer or F&B has or may acquire any right pursuant to a Contract.

22       CONSTRUCTION INDUSTRY TAX SCHEME

22.1     F&B declares and notifies the Customer that it is not included in the Construction Industry Tax Scheme.

22.2     For the assistance of the Customer, F&B's business is the manufacture and supply of industrial fans and blowers.  In conjunction with its manufacturing activities, F&B has a Site Services Department which carries out warranty and repair work and fan testing.

23       STORAGE

23.1     F&B has no dedicated storage facilities or any clean or secure areas in which goods may be stored for Customers, and will not normally agree to store goods.  When F&B agrees to store goods to be supplied under a Contract the provisions of this clause 29 shall apply.

23.2     The date of delivery of goods for all purposes other than those mentioned below to Customer is the date of Manufacturing Completion.  Clauses 10.1, 16.1, and 16.2 shall apply mutatis mutandis following physical delivery of goods to Customer after storage at F&B's premises, but no period of storage or time taken for delivery to Customer following such period shall operate to extend any period of time set out in these Conditions.

23.3     F&B will (within the facilities available to it as mentioned in clause 29.1) take reasonable care of the goods, but goods are stored entirely at the Customer's risk and F&B has no responsibility for loss or damage occasioned to them whilst in storage.

23.4     When at the expiry of any period of storage the time for payment of the Price has passed but the Price or any part thereof or any storage charge remains unpaid F&B will not release goods from storage until the Customer has paid all moneys due to F&B under the contract and all storage charges payable under clause 29.6.

23.5     F&B will not store goods for longer than 90 days from the date of Manufacturing Completion or (if shorter) the agreed storage period. If at the expiry of that period:

23.5.1  the Customer has not given instructions for delivery or other withdrawal from storage; or

23.5.2  has not made any payment due under clause 29.6; or clause 29.4 is applicable;

           then

23.5.3  the Price and all storage charges and any other moneys due under the Contract to F&B (to the extent not otherwise then due and payable or to the extent payable but unpaid) are immediately payable;

23.5.4  F&B are authorised (but not obliged) to sell the goods at the best price reasonably obtainable taking into account all the circumstances including F&B having no proper facilities to store the goods and following sale shall account to the Customer after setting off any moneys due;

23.5.5  any sale pursuant to 29.5.2 does not release the Customer from his obligations to pay the Price and all other moneys due to F&B on their respective due dates.

23.6     Subject always to clause 29.4 the Customer will pay to F&B storage charges equal to 10% of the Price per month or part of a month plus value added tax on the 28th day in each calendar month.  Storage charges do not include any cleaning, re-testing or re-certification of goods which, if required by the Customer, will form the subject of a separate contract.

24       SEVERANCE

           If any provision of these Conditions proves to be illegal or unenforceable, the remainder of these Conditions is to continue in full force and effect.

25       APPLICABLE LAW AND JURISDICTION

25.1     The Contract is subject to the law of England and Wales.

25.2     All disputes arising out of the Contract are to be subject to the non-exclusive jurisdiction of the courts of England and Wales.