Terms & Conditions - Fletcher Moorland

1. INTERPRETATION
1.1 In these Conditions:
1.1.1 the following expressions shall have the following meanings:
“Buyer” the individual firm, company or other part from whom an order to supply Goods and/or provide Services is received by FML:
“Conditions” the standard conditions of sale of FML as set out herein and includes any additional conditions of sale agreed in writing by FML:
“Contract” a contract for the supply of Goods and/or provision of Services by FML to the Buyer whether made verbally or in writing:
“FML” Fletcher Moorland Limited and any subsidiary or holdings company or associate (as such terms are defined in Companies Act 1985 (as amended) of that company and also, where the context so permits, any sub-contractor of that company or of any subsidiary or holding company or associate (as aforesaid) of that company:
“Goods” the goods which FML is to supply under the Contract;
“Products” the Goods and/or the Serviced Goods;
“Reports” any opinions, advice or written reports prepared for or provided by FML to the Buyer;
“Rewinds” 3-phase rewinds of electrical equipment carried out by FML;
“Serviced Goods” the goods the subject matter of the Services;
“Services” the Services which FML is to provide under the Contract;
1.1.2 words importing the singular number shall include the plural and vice versa, words importing one gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships

2. GENERAL
2.1 FML reserves the right to assign or sub-contract the Contract or nay part thereof. The Buyer shall not be entitled to assign the benefit or burden of the Contract without the consent in writing of FML
2.2 In relation to all obligations of the Buyer under these Conditions, the time of performance is of the essence. No waiver by FML of any breach of any provision of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision and FML shall not be prejudiced by any forbearance or indulgence granted by it to the Buyer
2.3 If at any time any one or more of the provisions or part thereof of these Conditions becomes or is invalid, illegal or unenforceable in any respects under any law or is held by a court to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
2.4 These Conditions and each and every Contract made pursuant thereto shall be governed by the laws of England and he parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts
2.5 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other part at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice delivered personally shall be deemed to be received when delivered; any notice sent by post shall be deemed to be received 48 hours after posting; and any notice delivered by facsimile shall be deemed to be delivered 12 hours after it was sent as indicated by the error free transmission report in respect thereof

3. ORDERS, ACKNOWLEDGEMENTS AND CONDITIONS
3.1 Notwithstanding that FML may have given a detailed quotation or estimate either verbally or in writing no order shall be binding of FML unless and until it has been acknowledged in writing by FML or the Goods are delivered and/or Services provided by FML to the Buyer
3.2 These conditions are incorporated in the Contract and contain the entire obligations between FML and the Buyer. In the case of any inconsistency between any document incorporating or referring to these Conditions and any document sent by the Buyer to FML, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of FML entering into the Contract without FML having submitted a written quotation or other document incorporating or referring to these Conditions but in circumstances where the Buyer has had prior notice of these Conditions, then all Goods supplied and Services provided shall be subject to these Conditions
3.3 Any representations or warranties made by or on behalf of FML prior to the Contract (whether verbally or in writing) are hereby expressly excluded (unless such representation or warranty was made fraudulently) and shall be of no effect

4. FML’S SPECIFICATION
4.1 FML reserves the right to amend the specification and nature of its Goods and Services from time to time so that the descriptions thereof as set out in its catalogues, advertising literature or quotations may change and the Buyer is advised to check the specification before placing its order. To enable FML to pursue its policy of continuous improvement of its Goods and Services, FML shall be entitled to make any alterations which it considers to be reasonable in the specification of materials and/or processes whether before or after the making of the Contract
4.2 The Buyer’s attention is drawn to the wording of any technical documents sent by FML to the Buyer in relation to the Goods and/or Services in question, the terms of which (including and exclusions of liability) form part of the Contract

5. BUYER’S SPECIFICATION AND INTELLECTUAL PROPERTY
5.1 Where Goods are made or supplied and/or Services are provided to the Buyer’s own specification or deign or where standard Goods and/or Services of FML are altered in accordance with the Buyer’s instructions:
5.1.1 The Buyer warrants and undertakes full responsibility not only for the suitability and fitness of the specification or design but also that such specification or design does not infringe any patent, trade mark, registered design, copyright or any other proprietary right of any third party and the Buyer shall indemnify and keep indemnified FML in full against any loss, damage or expense whatsoever (including costs) which FML may incur in or arising from the performance of the Contract by reason of any infringement of any such patent, trade mark, registered design, copyright or any other proprietary right; and
5.1.2 The Buyer acknowledges that FML shall be under no liability of any description to the Buyer if the Products prove to be unsuitable for whatever reason for application or use notwithstanding that FML may, at the request of the Buyer, have given in good faith technical or other advice in relation to the proposed application or use of the Products and the Buyer shall indemnify and keep indemnified FML in full against any and all liability of any kind arising out of or connected with such application or use of the Products
5.2 FML reserves the right to change the Buyer’s specification or design as required to ensure that the Products comply with any health, safety or other statutory requirement or provision and no such change by FML will constitute or impose upon FML any liability whatsoever
5.3 In the event of any materials, plant, tools or other property being supplied by or on behalf of the Buyer to FML for carrying out the Contract or for carrying out tests (whether under Condition 17 or otherwise) on the Products either at FML’s premises or elsewhere such items shall remain at the Buyer’s risk at all times whilst they are in FML’s premises or in transit to and from its premises or otherwise under its control. FML, its servants and agents will not be responsible for any loss thereof or damage thereof unless such damage or loss is due directly to the negligence of FML, its servants or agents and, in the event, FML’s liability therefor shall be limited at the option of FML to the replacement or repair thereof or the payment to the Buyer of the open market value thereof. Under no circumstances whatsoever will FML be liable for any consequential loss or damage arising therefrom. The Buyer is advised to insure all such property for all risks
5.4 The Buyer shall indemnify and keep indemnified FML in full against any loss, damage or expense which FML may incur arising directly or indirectly as a result of any defects in such materials, plant, tools or other property supplied by the Buyer pursuant to Condition 5.3
5.5 Unless otherwise agreed in writing, FML will be the sole owner of all inventions, formulations, tools, designs or other similar items and the copyright in all documents and drawings made or produced by it in preparing a quotation for the Buyer or in the course of work on any Contract with the Buyer
5.6 Where it is agreed that ownership in any data, drawings, tools or other similar items is to pass to the Buyer, property shall only pass when such items have been paid for by the Buyer in full
5.7 The buyer hereby warrants to and undertakes with FML that the Buyer will not utilise any such inventions, formulations, tools, patterns, designs, documents or drawings as are referred to in Condition 5.5 which come to its knowledge or into its possession during negotiations or the preparation of a quotation for the supply of Good and/or provision of Services by FML to the Buyer whether or not a Contract is entered into or during the execution of the Contract or thereafter other than in respect of the use or re-sale of Products by the Buyer in the ordinary course of its business without the consent in writing of FML
5.8 FML will indemnify the Buyer against all claims and actions against the Buyer for infringement of any patent, trade mark, registered design or copyright arising from the sue of the Goods provided always that this indemnity shall not apply to any infringement which is due for:
5.8.1 A breach by the Buyer of any of the warranties and undertakings in Condition 5.7; or
5.8.2 The use of the Goods in a manner or for a purpose or in a country not specified or disclosed to FML in writing prior to the Contract being made; or
5.8.3 Any infringement which is due to the use of the Goods in association or combination with any other article not supplied by FML and provided also that this indemnity is conditional on the Buyer giving to FML the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer, and on the Buyer permitting FML at FML’s own expense to have the sole conduct of all correspondence, negotiations and litigation that may ensure, and on the Buyer giving FML all reasonable assistance for the purposes of such correspondence, negotiations and litigation and doing nothing which would or might vitiate any policy of insurance or insurance cover which FML or the Buyer may have in relation to such infringement and taking such steps as FML may reasonably require to mitigate or reduce all such claims and actions against which FML indemnifies the Buyer under this Condition 5.8

6. PRICE AND VAT
6.1 The price payable for the Goods shall be that agreed between FML and the Buyer or (if none is agreed) that first communicated by FML to the Buyer. Unless otherwise agreed in writing, the price payable for the Services shall be calculated in accordance with the rates charged by FML at the date of the Contract
6.2 If a specific fixed price in relation to the Goods and/or Services is agreed between FML and the Buyer, FML shall be entitled to adjust the Contract price of the Goods and/or Services whether before or after the making of the Contract in the event of any variation in the cost to FML of supplying the same or any part thereof caused by any increase in the cost of materials or services required by FML for the completion of the Contract or any other reason whatsoever beyond the control of FML including (but not limited to) fluctuations in exchange rates between monetary currencies, the actions of any government or any other authority or any labour problems
6.3 Unless stated otherwise, the price set out in FML’s quotation or order confirmation (or arranged by the Buyer as its sole risk and expense. The Buyer also agrees to pay for any loss or extra cost incurred by FML through the Buyer’s faulty instructions, lack of instructions or any failure or delay of the buyer in taking delivery of the Products or any act or default on the part of the Buyer, its servants, agents or employees

7. DELIVERY
7.1 Delivery of the Goods (“the Date of Delivery”) shall be deemed to be effected by FML at the following times:
7.1.1 Where Goods are delivered by FML or by an independent carrier, when the same arrive prior to unloading at the Buyer’s premises or at premises nominated by the Buyer or at the nearest accessible road point to such premises;
7.1.2 Where Goods are collected by or on behalf of the Buyer by its servants or agents, when the same are collected
7.2 Delivery of Services shall be deemed to be effected by FML at the time of completion by FML of the Services
7.3 Whilst FML will make every reasonable effort to complete the Contract by the date(s) therein specified for delivery for Goods and/or Services, such date(s) shall only constitute the times by which FML expects to effect such delivery and, if no time is agreed, delivery will be within a reasonable time but the time for performance of the Contract by FML shall not be of the essence of the Contract, FML’s failure to so deliver by the due date or dates shall not constitute a breach of Contract and FML shall not in any circumstances be responsible for any direct or consequential loss or damage of any kind whatsoever resulting therefrom. The Buyer shall accept late delivery of such Goods and/or Services unless the Buyer has cancelled the Contract in accordance with the provisions of Condition 10.2

8. INSTALMENTS AND STORAGE
8.1 Where Goods are delivered and/or Services provided by instalments, each instalment shall be deemed to be sold under a separate Contract and the party in default in respect of any instalment shall be liable accordingly, but no default in respect of any one instalment shall affect due performance of the Contract as regards other instalments
8.2 If Goods and/or Services are to be delivered and/or provided by instalments, FML shall be entitled to invoice each instalment as and when delivery and/or provision is made and payment for all delivered and/or provided instalments shall be due notwithstanding the non-delivery and/or non-provision of other instalments or other default by FML. Failure by the Buyer to make payment by the due date for any one instalment whatever reason shall entitle FML to suspend deliveries of Goods and/or provision of Services under the Contract but without prejudice to any other right FML may have under any of the other provisions of these Conditions
8.3 Notwithstanding that risk shall have passed to the Buyer pursuant to Condition 18, FML may in its absolute discretion arrange for storage of the Goods (and/or Serviced Goods) as a result of the failure by the Buyer to take delivery of them under Condition 7. FML may insure the Goods (and/or Serviced Goods) whilst in storage and the Buyer shall indemnify and keep indemnified FML in full against all damages and expenses whatsoever arising in connection with the storage provided for hereunder and such damagers and expenses will be added to and form part of the prince of the Goods and/or Services. FML shall be entitled in its absolute discretion and without giving prior notice to the Buyer at the expiration of 1 month to sell or otherwise dispose of Goods kept in storage as provided herein without prejudice to FML’s other rights and remedies

9. TERMS OF PAYMENT
9.1 Unless otherwise agreed, the price shall be due and payable at FML’s offices in sterling within 28 days of the date of FML’s invoice which may be rendered on or at any time after the Date of Delivery provided always that FML reserves the right to require payment immediately on delivery of the Goods or on sending notification that the Goods are in a deliverable state and/or that FML is ready, willing and able to provide the Services if the Buyer has previously failed to make any payment owing whatsoever to FML on the due date or if the Buyer has failed to take delivery of the Goods (and/or Serviced Goods) or if FML has received unsatisfactory credit rating information relating to the Buyer
9.2 If the Buyer does not pay the whole or any [art of the price on the required day, then the Buyer shall pay to FML interest on the amount outstanding from the required day until the actual date of payment under the Late Payment of Commercial Debts act 1998. So long as any payment due from the Buyer to FML is outstanding, whether under the same or any other Contract, FML shall be entitled to suspend work on any other Contract or instalment
9.3 Condition 14 shall apply in the event of any alleged defect or failure in or of the Goods and/or Services and the Buyer shall not delay, set-off or refuse to make payment in any such event
9.4 The Buyer shall not be entitled to withhold payment of any amount due to FML by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to FML any amount which is not then due and payable by FML or for which FML disputes liability

10. SUSPENSION, CANCELLATION, VARIATION AND TERMINATION
10.1 If the Buyer shall fail to give delivery instruction for or take delivery of the Products at the time agreed (if any) or, if no time is agreed, within a reasonable time or make any payment when it comes to due (either under the Contract or under any other Contract between FML and the Buyer) or shall commit any other breach of the Contract and dial to remedy the same within 7 days of receiving FML’s requesting in writing so to do or any distress or execution is levied upon any goods or property of the Buyer or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being and individual or firm) becomes bankrupt or (being an incorporated company) passes a resolution for winding up (otherwise than for the purposes of amalgamation or reconstruction), or a Court makes an order to that effect, or an encumbrancer takes possession, or an administrative receiver or receiver is appointed, of any of the property or assets of the Buyer, or the Buyer ceases, or threatens to cease, to carry on business or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or FML reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, FML may: (a) stop any Products in transit and suspend further deliveries; and/or (b) suspend work on the Contract; and/or (c) hold by way of general lien all materials or other property of the Buyer in the possession of FML; and/or (d) determine the Contract forthwith; and if the Goods and/or Services, or any part of them have been delivered but not paid for, the full price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary but in any event without prejudice to FML’s right to any unpaid price for Goods delivered and/or Services provided under the Contract and to damages for loss (both direct and consequential) suffered in consequence of such determination
10.2 If the buyer requires a variation to or cancellation of the Contract, this will only be accepted at the sole discretion of FML in writing and, unless otherwise agreed in writing, only on condition that nay costs, charges or expenses (both direct and consequential) incurred by FML will be reimbursed by the Buyer to FML forthwith
10.3 In the event of FML other than in any of the circumstances set out in Condition 10.1 being prevented or hindered from performing or completing the Contract either wholly or in any part for any reason whatsoever beyond its reasonable control (which, for the avoidance of doubt, shall include governmental action, war, civil commotion, fire, flood, labour disputes (including labour disputes involving the work force or any part thereof of FML), delays affecting shipping or carriers, currency restrictions and Act of God) then further performance of the Contract shall be suspended for the period during which FML is so prevented provided that, in the event of the Contract being suspended for a continuous period of more than 3 months, either party may give the other notice in writing to terminate the Contract forthwith and in such circumstances the Buyer shall pay for all Goods supplied and/or Services provided to the date of termination such payment to be made on or before the last day of the month following the month during which termination was effected. FML shall be under no liability whatsoever to the Buyer for any direct or consequential loss or damage suffered by the Buyer as a result of FML’s inability to perform its obligations under the Contract in these circumstances
10.4 If FML or a carrier of the Products shall be prevented from delivering the Goods and/or providing the Services in accordance with the Contract as a result of delay or default on the part of Buyer or any other reason beyond FML’s or the carrier’s reasonable control and the Contract is not cancelled in accordance with the other provisions of this Condition 10, FML shall be entitled to reschedule the date or dates for such delivery of the Goods and/or the Services to such time or times as it shall reasonably require taking into account its commitments to third parties. FML shall also be entitled to be paid insurance, handling and storage charges for the Products and such costs shall be added to and form part of the price for the Goods and/or Services in the event of such delay or default by the Buyer and, notwithstanding Condition 18, such Goods shall be at the sole risk of the Buyer
10.5 The termination of the Contract howsoever arising will be without prejudice to the rights and duties of FML that have accrued prior to termination

11. PROVISION OF SERVICES
11.1 When the Contract provides for the provision of Services, FML will supply all necessary personnel and tools for the provision of Services according to the details specified in its quotation or otherwise communicated to the Buyer
11.2 Where Services are to be provided under Condition 11.1, unless otherwise agreed, the Buyer will be responsible for: (a) any work whether preparatory to the provision of the Services or in the provision itself not specifically included in FML’s quotation; and (b) giving FML access to and possession of the site at such time and in such state as may enable it to complete the provision of the Services within any agreed time limit
11.3 If the Buyer fails to provide all or any of the items referred to in Condition 11.2 when FML reasonably requires them or to its reasonable satisfaction, then having given the Buyer a reasonable opportunity to remedy such failure FML may in its discretion and at its sole option arrange or the provision of such item or items as it may require and such expense as maybe incurred in providing such item or items shall be payable by the Buyer on demand
11.4 The Buyer warrants that where the Services are to be performed in or at the premises of any third party it has full and proper authority for FML to enter the premises of that third party to perform the Services and undertakes with FML to inform it forthwith in the event of any suspension or termination of that authority

12. EXTRA COSTS/ADDITIONAL WORK
12.1 The Buyer will pay to FML any extra costs that it incurs as a result of any variation, delay or suspension of work arising from any act or omission of the Buyer or any other contractor employed by the Buyer or any other circumstance for which FML is not responsible
12.2 Where the Buyer requires Goods and/or Services to be supplied and/or provided in addition to those set out in the Contract but as a part of the Contract, the Buyer shall place an order in writing therefor and, upon acceptance in writing by FML of such order or the supply of such Goods and/or provision of such Services, the provision of these Conditions shall apply to those additional Goods and/or Services

13. CLAIMS FOR DAMAGE IN TRANSIT ETC
13.1 Where FML is responsible under the Contract for delivery and subject to the provisions of Condition 14.1, FML undertakes to repair or, at its discretion, replace free of charge any Goods which are defective, lost, partially lost or damaged in transit to the contracted place of delivery in which event the time for delivery of the same shall be extended for such period as FML may reasonably require. Section 3 Sale and Supply of Goods Act 1994 shall not apply
13.2 For the purposes of this Condition 13, the Buyer shall inspect the Goods within 7 days and whether or not the Buyer carries out such obligation to inspect no claims for non-delivery, defective Goods, partial loss or damage to Goods will be accepted by FML unless: (a) they are notified in writing by the Buyer to FML (with a copy to the carrier if FML’s own vehicles were not used) within 7 days after the Date of Delivery (in case of partial loss, damage or defective goods) or 14 days after the date of the invoice (in the case of non-delivery): and (b) the Goods in respect of which a claim is made together with the packing are preserved intact as received for a period of 21days from notification of any such claim and the buyer permits FML or its servants or agents full and free right of access to inspect the Goods and investigate the claim; and (c) if the Buyer fails to give the appropriate notice as specified in Condition 13.2; the Buyer’s claim will be deemed to have been waived and will be absolutely barred

14. FLETCHER MOORLAND AND WARRANTY
14.1 In substitution for all and any other rights which the Buyer might or would have had but for these Conditions and subject to Conditions 13 and 15;
14.1.1 Unless otherwise communicated by FML to the Buyer, FML shall make good by repair any failure (fair wear and tear excepted) in Rewinds which, under conditions of proper use and maintenance, results from defects in FML’s materials or workmanship and which appears not late than 24 months from the Date of Delivery;
14.1.2 Unless otherwise communicated by FML to the Buyer, FML shall make good repair any failure (fair wear and tear excepted) in Serviced Goods (other than Rewinds) which, under conditions of proper use and maintenances, results from defects in FML’s materials or workmanship and which appears not later than 12 months from the Date of Delivery
14.2 Notwithstanding the provisions of Conditions 14.1, in the case of a claim falling within Condition 14.1, FML reserves the right at its sole discretion to credit the Buyer in full the invoiced amount in respect of the Goods and/or Services in which the failure arises in satisfaction in full of its liability under Condition 14.1
14.3 FML’s liability under this Condition 14 shall automatically cease if: (a) the Buyer shall not have paid for all Goods supplied and/or Services provided under any Contract by the due date or is otherwise in breach of this or any other contract made with FML; or (b) FML or its servants or agents are denied full and free right of access to the allegedly defective Goods and/or Services; or (c) the Buyer has not properly maintained the Goods or has not complied with any recommendations for use; or (d) the Buyer or any other person (other than FML, its servants or agents or some person authorised by FML) effects or attempts any repair or replacement of allegedly defective Goods and/or Services; or (e) the Buyer uses any spare parts or replacements not manufactured or provided by FML; or (f) the defect of failure is caused by wilful damage, dirt, neglect, mis-use, accident or abnormal working conditions or continued use after defect has become apparent; or (g) the defect or failure is caused by wear and tear; or (h) the Buyer has failed to notify FML in writing of any defect or suspected defect within 14 days of the same coming to the knowledge of the Buyer
14.4 THE WARRANTY SET OUT IN CONDITION 14.1 SHALL BE IN LIEU OF ANY WARRANTIES, CONDITIONS OR UNDERTAKINGS WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWIASE HOWSOEVER WHICH WARRANTIES, CONDITIONS AND UNDERTAKINGS ARE HEREBY EXPRESSLY EXCLUDED, EXCEPT THAT SUCH EXCLUSIONS WILL NOT APPLY TO:
14.4.1 ANY IMPLIED CONDITION THAT FML HAS OR WILL HAVE THE RIGHT TO SELL THE GOODS WHEN THE PROPERTY IS TO PASS OR, WHEN THE BUYER DEALS AS A CONSUMER (AS DEFINED IN SECTION 12 UNFAIR CONTRACT TERMS ACT 1977), ANY IMPLIED TERM RELATING TO THE CONFORMITY OF THE GOOS WITH THEIR DESCRIPTION OR SAMPLE OR AS TO THEIR QUALITY OR FITNESS FOR A PARTICULAR PURPOSE
14.5 FML’S RESPONSIBILTY IS LIMITED TO THE TERMS OF THE FOREGOING PROVISIONS OF THIS CONDITION (OR WHERE APPROPRIATE TO THE TERMS SET OUT IN CONDITION 15.2) AND (EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF FML, ITS SERVANTS OR AGENTS) FML SHALL NOT BE LIABLE FOR ANY CLAIM FOR DIRECT OR INDIRECT CONSEQUENTIAL OR INCIDENTAL LOSS, INJURY OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT) MADE BY THE BUYER OR ANY THIRD PARTY AGAINST FML ARISING OUT OF OR IN CONNECTION WITH ANY DEFECT IN THE GOODS AND/OR SERVICES WHETHER OR NOT SUCH DEFECT IS DIRECTLY OR INDIRECTLY, WHOLLY OR IN PART CAUSED BY THE ACT, OMISSION, DEFAULT OR NEGLIGENCE OF FML, ITS SERVANTS OR AGENTS AND WHETHER OR NOT SUCH DEFECT AMOUNTS TO A BREACH OF A FUNDAMENTAL TERM OR PRIMARY OBLIGATION OF THE CONTRACT OR A FUNDAMENTAL BREACH THEREOF

15. GOODS AND MATERIALS MANUFACTURED BY THIRD PARTIES
15.1 Where the Goods which are the subject of the Contract are not manufactured by FML and are delivered direct to the Buyer or collected by or on behalf of the Buyer from the manufacturer or other third party, FML shall not be liable for any loss or damage to such Goods whatsoever or whensoever occurring
15.2 Where Goods are supplied by FML but manufactured by a third party, FML shall use its best endeavours to pass on to the Buyer any benefits relating to warranties in respect of or guarantees of such Goods which FML has under contract with that third party. Except as aforesaid, any warranties, conditions or undertakings (whether express or implied by statute, common law or otherwise) howsoever in respect of such Goods are, subject to section 6(1) Unfair Contract Terms Act 1977, herby expressly excluded

16. TITLE TO GOODS
16.1 Until payment in full of all monies due and owing by the Buyer to FML on any account whatsoever has been received, full legal and beneficial ownership of the Goods shall be retained by FML notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery
16.2 Until payment in full of all monies due and owing by the Buyer to FML on any account whatsoever has been made, the Buyer shall hold the Goods in a fiduciary capacity and as bailee of FML and shall at all times take proper care of the same and will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods and in such manner that they may be clearly identified as belonging to FML and the Buyer hereby grants to FML the right to enter on the Buyer’s premises at any time during the continuation of the Contract to check that the Buyer is complying with the obligation contained in this Condition 16.2. The buyer will return the Goods to FML if it receives a request whether verbally or in writing so to do prior to payment in full as aforesaid having been made
16.3 On receipt of request for the return of the Goods from FML pursuant to Condition 16.2, the Buyer shall place the Goods in the Buyer’s possession at FML’s disposal and FML shall be entitled to enter on the premises of the Buyer for the purpose of removing the same using such force as is reasonably necessary for such purpose and (if necessary) dismantling the Goods from anything to which they are attached
16.4 For the purposes of this Condition 16 the expression “the Buyer” includes any subsidiary or holiday company or associate of the Buyer (as such terms are defined in the Companies Act 1985 (as amended). FML will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed

17. TESTS/REPORTS
17.1 Where the Services to be provided under the Contract involve the testing of equipment belong to the Buyer: (a) the Buyer warrants that such equipment belongs absolutely to it; (b) all tests shall be carried out on FML’s premises or on site at the option of FML; (c) the Buyer’s request in writing to be present or represented at any such test will be granted where reasonably practicable; and (d) the Buyer shall disclose to FML the use to which such equipment has been put such as to enable FML to take all appropriate safety precautions in relation to it. If a time is agreed between FML and the Buyer for any such test and a representative of the Buyer fails to attend thereat, the Buyer shall be deemed to accept that such test carried out by FML is satisfactory. The Buyer shall supply to FML at the Buyer’s cost any equipment which is not included in the Contract but which is necessary to carry out any such test
17.2 Unless otherwise agreed, FML shall provide a Report in relation to the tests carried out under Condition 17.1
17.3 Unless otherwise agreed in writing, the copyright in the Reports shall vest in FML. Where it is agreed that ownership or copyright in any Reports is to pass to the Buyer, such property shall only pass when such items have been paid for by the Buyer in full
17.4 Unless otherwise agreed in writing and subject to the provisions of this Condition, the Buyer shall only use any reports as reference guides for the internal benefit of the Buyer provided always that the Buyer shall at all times respect the copyright of FML in reports and in particular and without prejudice to the generality of the foregoing the Buyer acknowledges that it is not authorised to photocopy, distribute, publish or otherwise reproduce reports (or any part thereof) without the prior consent in writing of FML
17.5 FML’S LIABILTY TO THE BUYER IN RELATION TO ANY TESTS CARRIED OUT UNDER THIS CONDITION 17 AND ANY ASSOCIATED REPORTS SHALL NOT EXCEED THE AMOUNT OF FML’S CHARGES FOR THE PROVISION OF SUCH SERVICES

18. RISK, INSURANCE, AND HEALTH AND SAFETY
18.1 The risk in the Goods shall pass to the Buyer at the time of delivery as provided for in Condition 7. Notwithstanding the reservation of the title contained in Condition 16, the Buyer shall insure the Goods for the full amount of the price payable under the Contract with an insurance office of repute form the time of delivery of the Goods until the date title In the Goods passes to the Buyer pursuant to Condition 16 and procure that the interest of FML as the owner of the Goods is noted on the policy of such insurance and produce such policy to FML for inspection on demand
18.2 The attention of the Buyer is drawn to the provisions of section 6 Health and Safety At Work (etc) Act 1974. FML will make available upon request information on its products to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Buyer to take such steps as are necessary to ensure that such information relevant to the Goods which is appropriate is made available to its servants, agents or any person to whom the Buyer supplies them and to any other person to whom the Buyer reasonably considers any such information should be given
18.3 To enable FML to take appropriate health and safety precautions, the Buyer shall disclose to FML: (a) the use to which any goods to which Services are to be applied have been put; and (b) any hazardous substance to which such goods have been exposed; and (c) any other information which may reasonably be required to enable FML to comply with any applicable health and safety regulations. The Buyer shall indemnify and keep indemnified FML in full against any liability and costs which FML incurs as a result of a breach of the Buyer’s obligations in this Condition 18.3
18.4 The Products shall not be used in any country other than that for which FML was aware they were originally ordered without FML’s consent in writing. If Goods are to be supplied and/or Services are to be provided in relation to Serviced Goods under the Contract to be used outside the United Kingdom, the Buyer shall be deemed to have satisfied itself that such Products comply with the safety regulations of any country or state in which the products are to be used and the Buyer shall indemnify and keep indemnified FML in full against any loss or damage whatsoever which FML may incur if such Products do not comply with such safety regulations