TERMS AND CONDITIONS OF SALE

Fox Design & Manufacturing Services Limited

The following Terms & Conditions of Sale apply to all quotations, order acknowledgements, sales, supplies, and contracts entered into by Fox Design & Manufacturing Services Limited (“FDMS”).

Binding Effect

FDMS’s Terms & Conditions of Sale:

  • apply to the exclusion of all other terms, including customer purchase order terms;
  • are incorporated by reference into every quotation and order acknowledgement issued by FDMS;
  • become legally binding upon acceptance of a quotation, issue of a purchase order, request to proceed, approval of drawings, or acceptance of delivery.

Availability

These Terms & Conditions are made available to customers:

  • via this website;
  • on all quotations and order acknowledgements; and
  • upon request.

Version 1.1
Effective 15.3.25

1. Definitions

1.1 FDMS means Fox Design & Manufacturing Services Limited.
1.2 Customer means the business purchaser of the Goods.
1.3 Goods / Products means any goods supplied or manufactured by FDMS, including (but not limited to) steel cabinets.
1.4 Proprietary Items means components including steel, paint, coatings, fixings, hinges, locks, gaskets, electrical hardware, and other materials incorporated into the Goods.
1.5 Consumables means Proprietary Items subject to wear and tear.

2. Quotations & Pricing

2.1 All quotations are valid for 10 days from the date of issue unless otherwise stated.
2.2 Prices are fixed only for the delivery period stated in the quotation, provided the order is placed within the validity period.
2.3 Prices may be adjusted to reflect changes in raw material costs, alloy surcharges, or supplier price increases applicable at the time of order placement.
2.4 Transport, delivery, packaging, insurance, handling, and storage costs are charged additionally unless expressly stated.
2.5 VAT shall be charged at the rate applicable on the date of invoice.

3. Orders & Contract Formation

3.1 These Terms apply to all sales and shall prevail over any terms contained in the Customer’s purchase order or other documentation. Performance by FDMS shall not constitute acceptance of any alternative or additional terms.
3.2 No contract shall exist until FDMS has received a written purchase order and issued written acceptance.
3.3 Verbal instructions shall not be binding on FDMS.
3.4 Standard product drawings shall be issued for approval only following receipt of a valid purchase order.

4. Payment Terms

4.1 New Customers – Pro Forma
All new customers shall pay 100% pro forma. Manufacture shall not commence until payment has been received in full in cleared funds.

4.2 Account Customers
Unless otherwise agreed in writing, account customers shall pay all invoices 30 days net from the date of invoice, subject at all times to satisfactory credit status.

4.3 Right to Withdraw Credit / Revert to Pro Forma
FDMS reserves the right at any time to withdraw or vary credit facilities and to transfer any customer to a pro forma payment basis, without prejudice to any other rights or remedies.

4.4 Staged Payments (Priority Clause)
FDMS may require staged payments unless otherwise agreed in writing:

  • 50% of the order value is payable upon receipt of FDMS’s order acknowledgement; and
  • 50% payable in full prior to despatch of the Goods.
    Where staged payments apply, they shall take precedence over any other payment terms.

4.5 Suspension for Non-Payment
FDMS may suspend or withhold manufacture, despatch, delivery, storage release, and/or warranty obligations until all sums due have been received in cleared funds.

4.6 Late Payment
Interest shall accrue on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.

4.7 Retention of Title (Enhanced)
Title to the Goods shall not pass to the Customer until FDMS has received payment in full for all sums due. Until title passes:
a) the Customer shall hold the Goods as fiduciary agent and bailee for FDMS;
b) the Goods shall be stored separately and clearly identified as FDMS property;
c) FDMS may repossess the Goods at any time where payment is overdue, or the Customer becomes insolvent, enters administration, or ceases trading;
d) where the Goods are incorporated into other products, FDMS shall retain title to the incorporated Goods or their equivalent value;
e) the Customer shall insure the Goods against all risks while in its possession.

4.8 Personal Liability – Non-Limited Customers
Where the Customer is not a limited company, including a sole trader or partnership, the individual owner(s), partner(s), or principal(s) shall be jointly and severally personally liable for all sums due to FDMS.

4.9 Personal Guarantees – Limited Companies
Where the Customer is a limited company, FDMS may require one or more directors or shareholders to provide a separate written personal guarantee as a condition of granting or continuing credit.

4.10 Right of Set-Off
FDMS may at any time set off any sums owed by the Customer to FDMS against any sums owed by FDMS to the Customer, whether under the same contract or otherwise.

5. Delivery, Risk & Inspection

5.1 Delivery dates are estimates only unless expressly agreed in writing. Time for delivery shall not be of the essence.
5.2 Risk in the Goods shall pass to the Customer upon delivery.
5.3 The Customer shall inspect the Goods immediately upon delivery.
5.4 Delivery must be refused if the packaging is visibly damaged, incomplete, or if the delivery appears incorrect.
5.5 FDMS shall not be liable for damage, loss, or discrepancies where delivery is accepted without notation at the point of delivery.
5.6 Any damage, shortages, or non-conformity not reasonably discoverable on inspection must be notified to FDMS in writing within 7 days of delivery.
5.7 Failure to notify within this period shall constitute acceptance of the Goods.

6. Cancellation, Call-Offs & Storage

6.1 Orders cancelled by the Customer without lawful justification shall be subject to a cancellation charge reflecting materials purchased, work completed, and costs incurred by FDMS.

6.2 Where Goods are ready for despatch but delayed due to Customer non-payment or failure to accept delivery, FDMS may:
a) invoice the outstanding balance immediately; and/or
b) charge reasonable storage, handling, and insurance costs.

6.3 Product Call-Offs
a) All call-offs must be agreed in writing by FDMS.
b) Where FDMS has purchased or committed to materials, components, or labour (including non-cancellable supplier purchase orders) in advance of any call-off, the Customer shall be liable for the full cost of such commitments, whether or not manufacture or delivery has occurred.
c) Pro forma and staged payment terms shall apply to each call-off unless otherwise agreed in writing.

7. Design, Drawings & Intellectual Property

7.1 Manufacture shall not commence until written approval is received via FDMS’s Customer Approval document, where design work, prototypes, or samples are required.
7.2 Where FDMS undertakes design work at its own cost and without charge, all drawings, specifications, and manufacturing methods shall remain the exclusive intellectual property of FDMS.
7.3 Such information shall not be copied, disclosed, or transferred without FDMS’s prior written consent.
7.4 Any agreed lead time shall commence on the first working day following receipt of written approval.

8. Warranty

8.1 FDMS warrants that the Goods shall be manufactured with reasonable care and skill and be free from defects in workmanship for 12 months from the date of invoice, unless otherwise agreed in writing.
8.2 Warranty claims are strictly back-to-base and subject to inspection prior to acceptance.
8.3 FDMS may, at its discretion, repair or replace defective Goods or components.
8.4 Consumable Proprietary Items are warranted only for the period provided by the original manufacturer and subject to normal wear and tear.

9. Warranty Exclusions

The warranty does not apply to defects arising from:

  • fair wear and tear;
  • misuse, neglect, vandalism, accidental damage, or unauthorised modification;
  • incorrect installation, operation, or maintenance;
  • customer-supplied designs or specifications;
  • extreme or abnormal environmental exposure;
  • samples or pre-production items;
  • free-issue materials supplied by the Customer.

10. Powder Coating

10.1 FDMS gives no warranty on powder coating applied to customer free-issue materials.
10.2 Powder-coated surfaces must be inspected regularly by the Customer.
10.3 Any damage must be sealed promptly; failure to do so shall invalidate the warranty.

11. Limitation of Liability

11.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded by law.
11.2 Subject to clause 11.1, FDMS shall not be liable for indirect or consequential loss, loss of profit, loss of business, liquidated damages, or back charges.
11.3 FDMS’s total liability shall not exceed the contract price of the Goods giving rise to the claim.

12. Force Majeure

12.1 FDMS shall not be liable for delay or failure in performance (including delivery, storage, warranty, repair, or replacement obligations) arising from events beyond its reasonable control.
12.2 Force Majeure Events include acts of God, fire, flood, explosion, war, civil disturbance, labour disputes, supply chain disruption, or material shortages.
12.3 This clause applies during manufacture, delivery, storage (including storage by the Customer), and at any time the Goods are installed, commissioned, or in use in the field.

13. No Waiver

Failure or delay by FDMS to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

14. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

15. Governing Law & Jurisdiction

These Terms and any dispute arising from them shall be governed by the laws of England and Wales, and the English courts shall have exclusive jurisdiction.

Version 1.3
Effective 15.3.25

TERMS AND CONDITIONS OF SALE