FTS GROUP LIMITED
TERMS & CONDITIONS OF SUPPLY
1. This agreement constitutes the entire terms and conditions of supply (the “Terms”)
between FTS Group Limited (“the Supplier”) and you the customer (the “Customer”) regarding
the supply of goods and or services by the Supplier.
2. The Terms shall come into effect upon the earliest of;
3. In this agreement all titles paragraph headings and similar text are solely for
the purpose of guiding the reader through the document and shall have no meaning in
the interpretation of the document.
2.1. the date of supply of any of the goods and or services by the Supplier; or
2.2. the date of any agreement between the parties whether written verbal or other
for the supply of goods and or services by the Supplier to commence and shall remain
in force from such date or until such times as either party may give notice of termination
as permitted under this agreement.
Goods and Services
4. In consideration for the price agreed between the Supplier and the Customer the
Supplier agrees to sell lease rent or hire goods and or to provide the services agreed
between the parties in writing.
5. The Supplier shall not be obliged to sell lease rent or hire goods and or to provide
services not agreed between the parties in writing.
Price and Payment
6. The price to be paid to the Supplier by the Customer for the goods and or services
to be supplied hereunder shall be as agreed in writing between the parties or, where
no written agreement exists, the price notified to the customer verbally.
7. The Customer shall be obliged to pay to the Supplier all customs taxes or other
duties as the Supplier shall lawfully apply to the prices of goods and or services
8. The Customer shall be obliged to pay to the Supplier all direct and or indirect
packaging dispatch travel subsistence accommodation transportation and similar costs
incurred by the Supplier in fulfilling the supply of goods and or services in addition
to the price paid for goods and or services covered by this agreement at such rates
as the Supplier shall notify to the Customer from time to time for the duration of
9. The Customer shall pay to the Supplier in full all sums due under Clauses 6, 7
and 8 immediately upon completion of the works and in the case of any additional sums beyond any written or verbal estimate immediately upon receipt of an invoice.
10. In the event that the Customer terminates this agreement before completion of
the works the Supplier shall be entitled to charge the Customer for any services and
materials provided before cancellation including any cancellation charges incurred
by the Supplier in connection with the purchase of materials.
11. In the event that the Customer or the Customer’s agent shall fail to pay to the
Supplier in full the price of the goods and or services supplied hereunder including
all customs taxes or other duties applied under Clause 7 the supplier shall be entitled
to charge upon all outstanding amounts owed under this agreement interest at 3% per
annum above the Barclays Bank plc base rate on such outstanding payment or part thereof
as shall remain outstanding commencing on the 31st day after the date of supply and
continuing until payment shall have been received in full by the Supplier.
12. Ownership of all goods materials and services supplied under this agreement shall
remain with the Supplier until payment in full for said supplies shall have been made
by the Customer and until payment the Customer shall take all reasonable steps to
secure and protect from damage all goods and or services supplied.
13. In the event that the Customer or the Customer’s agent fails to pay to the Supplier
all sums owed under Clauses 6, 7 and 8 within 60 days of the day of supply or the
Customer shall become bankrupt or insolvent or make any arrangement with its creditors
whether voluntary or otherwise or the Customer or the Customer’s agent recovers some
or all of any monies paid for the supply then the Supplier shall be entitled to recover
all goods and or services supplied and for which payment has not been received by
the Supplier and the Supplier shall be permitted access to the Customer’s or other
third party’s premises in order to recover said goods or services at any reasonable
hour on any day that is not a Sunday or a Bank Holiday.
14. The Supplier shall be entitled to recover from the Customer such reasonable costs
as the Supplier may incur in recovering monies goods and or services in exercise of
its rights under this agreement, including but not limited to legal fees debt collector's fees or other debt recovery charges as if such costs were a part of the price paid for
the goods and or services supplied hereunder.
Acknowledgement of Rights
15. The Customer;
Disassembly of Goods and or Services
15.1. acknowledges any and all trademarks copyrights and other intellectual property
held by or assigned to or licensed to the Supplier in respect of goods and or services
supplied by the Supplier;
15.2. agrees that the Supplier shall hold indefeasibly the copyright to all documents
drawings images designs devices or otherwise prepared by the Supplier whether written
drawn created and or held in electronic medium of any nature unless agreed otherwise
in writing between the parties and shall not pass such documents drawings images designs
devices or otherwise to a third party without the permission in writing of the Supplier;
15.3. assigns to the Supplier indefeasibly and in all respects beneficially the ownership
of all materials and or appliances removed from the Customer's premises with the Customer's
permission whether such permission is given in writing or otherwise and without any
payment or consideration being given by the Supplier to the Customer for the said
materials and or appliances other than the supplies made hereunder.
16. During the period of any warranty or other guarantee given by the Supplier or
provided for in the Sale of Goods Act 1979 or any other lawful enactment the Customer
the Customer’s employees agents or other person acting or purporting to act on behalf
of the Customer may not and shall not without the written permission of the Supplier
modify, adapt, reverse engineer, examine, disassemble or decompile in part or in whole
any fittings components or materials of whatsoever nature supplied under these Terms
other than to the extent that the normal intended operation of the fittings components
or materials allows and as otherwise permitted by law.
Limits of Liability
17. The Supplier makes no warranty or representation express or implied to the Customer
or any other Third Party as to the quality, performance, merchantability or fitness
of any goods or services supplied under these Terms other than those provided for
in the Sale of Goods Act 1979 as amended. The Supplier is not responsible for
the suitability or fitness for purposes of any goods or materials supplied by the
18. With the exception of goods or services supplied under the Sale of Goods Act 1979
the warranties and remedies contained in this agreement are exclusive and in lieu
of all others whether oral verbal written expressed or implied.
19. Under no circumstances shall the Supplier its agents distributors or dealers be
liable in connection with the exercise of their rights or the performance of their
obligations either hereunder or elsewhere for any indirect or consequential or subsequent
loss or fault whatsoever whether arising from negligence breach of contract or howsoever.
20. Nothing in this agreement shall operate to limit or exclude the Supplier’s liability
for death or personal injury caused by any negligent act or omission or wilful misconduct
of the Supplier its employees or permitted sub-contractors.
21. By receiving or accepting delivery of goods and or services from the Supplier
the Customer and any other relevant third parties will be deemed to accept the limitations
on warranties and liabilities contained herein.
22. In no circumstances will any liabilities whatsoever of the Supplier its agents
distributors or dealers including but not restricted to negligence of the Supplier
its agents distributors or dealers jointly or severally to the Customer or third parties
exceed any amount paid by the Customer for the goods and or services supplied under
23. No agent distributor dealer or other person acting or purporting to act for the
Supplier may make any addition to or modification of the warranties contained herein
and the Customer acknowledges that no other warranties are sought or given.
24A. The Supplier shall not be liable for, nor for the rectification of, any defects
or specific operational requirements in relation to materials or appliances supplied by the Customer. Where defects or requirements become
apparent in the course of any works the Customer shall have sole responsiblity for
rectifying the defects or supplying replacement materials or appliances. This Clause
shall apply irrespective of whether the defects become known or manifest during or after the works.
24B. The Supplier shall not be liable for consequential loss or damage to the Customer where
this arises out of factors of which the Supplier had no knowledge or in any circumstances referred to in Clause 24A above. For the avoidance of doubt
the Supplier shall not be liable for any defects arising out of the failure of the Customer to
make the Supplier aware of factors material to any instance of works undertaken including existing
defects in an apliance or installation or any pre-requisites of the appliance or installation.
Place of Supply of Services
25. The place of supply of goods and or services under this agreement shall be that
agreed between the parties in writing and the Supplier shall in no circumstances be
obliged to attend any other place in the performance of this agreement.
26. In the event that the Supplier shall be prevented from fulfilling its obligations
under this agreement due to circumstances beyond its control the Supplier shall be
absolved from any penalty forfeiture or other imposition save that the Supplier shall
not be entitled to payment other than for goods and or services already supplied and
goods and or services subject to Clause 10.
27. The Supplier shall have the right to assign or transfer any or all of its obligations
or responsibilities under this agreement at any time provided that it shall give the
Customer 30 days notice in writing of such assignment or transfer.
28. The Supplier and the Customer undertake to retain in confidence all know-how trade
secrets processes or other information without limitation transmitted between the
Supplier and the Customer in the course of this agreement and not to disclose such
know-how trade secrets processes or other information to any other party at anytime
during or after the term of this agreement.
29. This document shall constitute the whole of the agreement between the Supplier
and the Customer with regard to the supply of goods and or services and no other representations
terms or conditions with regard to said supplies are expressed or implied by this
agreement or any other agreements written or verbal between any of the parties provided
that nothing in this agreement shall limit the Supplier’s liability for fraud.
Termination and Variation
30. This agreement may be terminated by either party giving to the other party 30
days notice of termination except that in the event of either party breaching any
term or condition of the agreement the other party may terminate the agreement immediately
by giving written notice of such termination to the other party.
31. This agreement may be varied modified or extended at any time by the agreement
of the parties in writing.
32. This agreement shall be construed under the laws of England and the parties hereto
shall submit themselves to the jurisdiction of the English Courts in respect of any
dispute regarding the agreement.
33. Should part or all of any term or condition of this agreement be found to be invalid
or unlawful then this shall not invalidate the rest of the term or condition or any
other term or condition which shall be deemed to be modified accordingly.
34. Notice to the Supplier under this agreement shall be sent to its registered office
Suite 116, Unit F, Dolphin Ind Estate, Windmill Road, Sunbury-on-Thames, TW16 7HT and shall be deemed to have
been received four days after posting.
35. Notice to the Customer shall be sent to the address for delivery of the goods
and or services to be supplied or to any other address as shall be agreed between
the parties and shall be deemed to have been received four days after posting.