Terms of Sale

CONDITONS OF SALE of FLEXIDRY GLOBAL LIMITED

1. Conditions of Contract
1.1 Any contract ("Contract") between FlexiDry Global Ltd ("FLEXIDRY") and any customer ("Customer") in regard to the sale and purchase of the goods agreed in the Contract ("Goods") will be on these Conditions to the exclusion of all other terms and conditions (including any which the Customer purports to apply under any order, confirmation of order, specification or other document). Variations to these Conditions and representations about the Goods shall have no effect unless agreed in writing by an authorised FLEXIDRY representative. The Contract supersedes all prior agreements, negotiations and discussions between the parties relating to it.
1.2 An order for Goods by the Customer shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions. No order placed by the Customer shall be deemed to be accepted by FLEXIDRY until a written acceptance of order is issued by FLEXIDRY or (if earlier) FLEXIDRY commences delivery of the Goods to the Customer.

2. Delivery
2.1 Unless otherwise agreed in writing by FLEXIDRY, delivery of the Goods shall be; when the Goods are off-loaded at the agreed address (where FLEXIDRY undertakes the carriage of Goods) or, when the Goods are loaded on the Customer's transport (where the Customer undertakes carriage of the Goods). Where FLEXIDRY makes delivery of the goods to the Customer's place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at FLEXIDRYs option, be borne by the Customer.
2.2 Dates specified by FLEXIDRY for delivery of Goods are estimates. Time for delivery shall not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time. The Customer will provide, at its expense, adequate and appropriate equipment and manual labour for offloading the Goods at the place of delivery.

3. Returns
3.1 FLEXIDRY is unable to accept return of its screed additives. Notwithstanding any other provision in the Conditions of Sale, FLEXIDRY may at its option allow the Customer to return the goods upon the following conditions that the relevant goods are non-faulty;
3.1.1 that the relevant goods are goods that are ordinarily held in stock by FLEXIDRY;
3.1.2 that the Customer notifies FLEXIDRY within 5 days of delivery of its intention to return the goods;
3.1.3 that the goods are returned to FLEXIDRY within 10 days of delivery;
3.1.4 that the goods are undamaged, in the original packaging, with all trademarks or other labeling intact and fully suitable for re-sale;
3.2 It is the Customers responsibility to cover the cost of all carriage. A re-stocking charge of 25% will be charged if no replacements are required.

4. Risk/Title
4.1 Title Goods are at the risk of the Customer from the time of delivery but title in the Goods shall not pass to the Customer until it has paid all amounts due under the Contract and no other sums are due from the Customer to FLEXIDRY on any other account. Until then the Customer shall; hold the Goods on a fiduciary basis as bailee for FLEXIDRY, at its own expense store the Goods separately from all other Goods in its possession marked in such a way that they are clearly identified as FLEXIDRY's property; and the Customer shall not dispose of them and shall upon any request forthwith deliver up such Goods to FLEXIDRY. The Customer grants FLEXIDRY an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, and; until such time as title in the Goods passes to the customer, to recover them.

5. Price
5.1 Unless otherwise agreed by FLEXIDRY in writing in advance; the price for the Goods shall be the price set out in FLEXIDRY's price list published on the date of delivery and shall be exclusive of any value added tax or other sales tax (and any agreed additional costs or charges in relation to carriage and insurance all of which amounts the Customer will pay in addition).

6. Payment
6.1 Payment for the Goods shall be made no later than the last working day of the calendar month following the calendar month of the date of the invoice for the Goods, unless otherwise agreed. Time for payment shall be of the essence and no payment shall be deemed to have been received until FLEXIDRY has received cleared funds.
6.2 The Customer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, abatement or otherwise. If the Customer fails to pay FLEXIDRY any sum due under the Contract the Customer will be liable to pay interest to FLEXIDRY on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgement.

7. Quality
7.1 Screed Additives.
FLEXIDRY warrants, provided the Customer follows FLEXIDRY’s storage, use and maintenance oral/written instructions/recommendations, that the Goods will, for the period indicated in the current product data sheet, function in accordance with the relevant specification or as FLEXIDRY advises in writing. This warranty is subject to the Customer giving written notice of the defect to FLEXIDRY within 14 days of when the Customer discovers or ought to have discovered the defect, AND FLEXIDRY being given reasonable opportunity after receiving the notice of examining the Goods, AND if requested, the Customer returning such Goods at FLEXIDRY's cost for examination.
7.1.1 FLEXIDRY shall also not be liable for a breach of the warranty in condition 9.1 if the Customer makes any further use of such Goods after discovering the defect. In such a case, the Customer will indemnify FLEXIDRY against all costs, liabilities and expenses incurred by FLEXIDRY in determining the cause of the defect.
7.2 Other Goods.
If FLEXIDRY establishes to its reasonable satisfaction that there is a defect in the goods or there is some other failure by FLEXIDRY in relation to the conformity of the goods with the Contract, then FLEXIDRY shall, at its option, at its sole discretion and within a reasonable time: replace such goods with goods which are in all respects in accordance with the Contract; or issue a credit note to the Customer in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of FLEXIDRY under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of FLEXIDRY's liability under this warranty.
7.3 This Condition shall not apply unless the Customer:
7.3.1 notifies FLEXIDRY of the alleged defect within 3 days of the time when the Customer discovers or ought to have discovered the defect;
7.3.2 allows FLEXIDRY to collect the relevant goods;
7.3.3 complies with any reasonable request or instruction from FLEXIDRY; AND
7.3.4 affords FLEXIDRY a reasonable opportunity to inspect the relevant goods.
7.3.5 If FLEXIDRY elects to replace the goods pursuant to this Condition, FLEXIDRY shall deliver the replacement goods to the Customer at FLEXIDRY's own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested in the Customer) re vest in FLEXIDRY.
7.4 FLEXIDRY shall be under no liability under the warranty in this Condition:
7.4.1 in respect of any defect arising from willful damage, negligence, abnormal storage conditions, failure to follow FLEXIDRY's or the manufacturer’s instructions whichever is appropriate (whether oral or in writing);
7.4.2 if the total price for the goods has not been paid by the due date for payment;
7.4.3 in respect of any type of defect or damage specifically excluded by FLEXIDRY by notice in writing; or
7.4.4 if the Customer makes any further use of the goods after giving notice in accordance with this Condition.
7.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.6 Subject to conditions 7.1 and 7.1.1 if the Goods do not conform with the warranty in condition 7.1 FLEXIDRY shall at its option replace such Goods or refund their price provided that the Customer shall, at FLEXIDRY's expense, return any defective Goods. If FLEXIDRY complies with this, it shall have no further liability for a breach of the warranty in condition 9.

8. Limitation of Liability
8.1 Save as expressly provided, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract save that nothing in these Conditions excludes or limits the liability of FLEXIDRY for fraud or for death or personal injury caused by FLEXIDRY's negligence .
8.2. Subject to condition 8.1, FLEXIDRY's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of or in connection with the Contract shall be limited to the price payable for the Goods under the Contract AND FLEXIDRY shall not be liable to the Customer in contract in tort or otherwise, for any loss of profits, business, revenue, goodwill or anticipated savings or for any indirect or consequential or economic loss whatsoever howsoever arising out of or in connection with the Contract.

9. Assignment
9.1 The Customer shall not assign, transfer, charge or deal in any other manner with the Contract or its rights under it or part of it.

10. Safety and Product Recalls
10.1 The Customer shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Customer shall refer its employees and its customers to such instructions and guidelines.
10.2 The Customer should satisfy itself that the persons responsible for the storage and use of any goods supplied by FLEXIDRY have all the information required on health and safety and FLEXIDRY shall not be liable to the Customer in any civil proceedings brought by the Customer against FLEXIDRY in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
10.3 The Customer shall keep FLEXIDRY properly informed of all complaints concerning the goods and shall comply with any directions of FLEXIDRY in any issues, proceedings or negotiations relating to such complaint.
10.4 In the event of any recall of the goods by FLEXIDRY the Customer shall co-operate fully and promptly with any steps taken by FLEXIDRY under the Condition below.
10.5 FLEXIDRY may at its discretion recall any goods already sold by FLEXIDRY to the Customer, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by FLEXIDRY) and/or issue any written or other notification to the Customer about the manner of use of any goods already sold by FLEXIDRY to the Customer. The Customer agrees to give all reasonable assistance to FLEXIDRY or the manufacturer in resisting any claim which may arise under any recall of product by FLEXIDRY or the manufacturer of such product.

11. Product Information
11.1 Whilst FLEXIDRY has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue but FLEXIDRY gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, FLEXIDRY's policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.
11.2 Accordingly, the Customer should check any details and information they wish to rely on with FLEXIDRY at the time of purchase. FLEXIDRY accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.

12. FLEXIDRY Disclaimer
12.1 Any products shown in both our printed or online publications do not represent endorsement by FLEXIDRY of any other products, services or organisations.

13. Colour Reproduction
13. 1 The colour reproductions of the garments featured in both our printed or online publications are as accurate as the printing or electronic process will allow. Data Protection
13.2 FLEXIDRY will at all times comply with its obligations under the Data Protection Act 1998.
13.3 FLEXIDRY has and maintains privacy policies in respect of its website and its business activities generally.

14. Force Majeure
14.1 FLEXIDRY reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented or hindered from complying with its obligations under the Contract by any cause beyond its reasonable control. If the cause continues for more than 6 months either party may terminate the Contract by giving the other party 30 days written notice.

15. General
15.1 Each right or remedy of FLEXIDRY under the Contract is without prejudice to any other right or remedy of FLEXIDRY whether under the Contract or not.
15.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by FLEXIDRY in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
15.5 Any waiver by FLEXIDRY of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
15.6 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16. Notices
16.1 Notices given pursuant to the Contract shall be in writing and delivered by hand or sent by prepaid first class post to the address of the relevant party in which case a notice shall be deemed to have been given, at the time of delivery (if delivered by hand) and when received (if sent by post).

17. Governing Law and Disputes
17.1 The Contract is subject to English law and the parties submit to the jurisdiction of the English courts. Either party may refer any dispute or difference arising under the Contract to adjudication in which case the current edition of the Scheme for Construction Contracts (England and Wales) Regulations 1998 shall apply.