DEFINITIONS
The following words shall have the following meanings unless the context of their use requires otherwise:-“Company” shall mean FoxTrot Technologies.
“Contract” any contract between the Company and the Customer for the supply of the Goods or the carrying out of the Work;
“Customer” shall include any person, firm or body corporate for whom or at whose request Work is done or services rendered;
“Work” means all the work or services undertaken or performed by the Company;
“Goods” means all components, spare parts, goods, equipment or materials of any kind agreed in the Contract which are supplied or installed by the Company whether in connection with the Work or otherwise and the quantity and description thereof shall be as set out in the Company’s quotation;
“Customer’s Property” means aircraft engines, components, parts and any other chattels whether in the ownership of the Customer or otherwise which are delivered into the possession or control of the Company by the Customer or under its authority or are procured by the Customer specifically for the purposes of the Work required by the Customer;
“Premises” means the Company’s facilities at Grange House, Grange Road, Midhurst, GU29 0LE
CONTRACT
a) All quotations, purchase orders, confirmation of order, specification or other document relating to the carrying out of the Work and/or to the supply of the Goods are subject to these terms and conditions to the exclusion of all other terms and conditions. These terms and conditions may be varied only by agreement in writing between the parties signed on their behalf by duly authorised representatives.
b) Quotations issued by the Company are not offers capable of acceptance so as to make a binding contract but are instead invitations to place orders subject to these terms and conditions. Any orders placed with the Company require its written acceptance before any contract arises. The Customer shall ensure that the terms of its order and any applicable specifications are complete and accurate.
c) These terms and conditions (as varied if at all in accordance with sub-clause (a) above) comprise the whole Contract between the parties and supersede any prior promises, representations, undertakings or implications. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
d) The Company shall have the right to sub-contract any of the Work either in whole or in part.
e) The Company is at liberty to destroy worn parts after completion of the Work or the supply or installation of the Goods unless otherwise instructed in writing.
f) The Company reserves the right to affix its name tablets to any of the Goods unless instructed to the contrary in writing at the time of ordering.
g) The Customer in placing any order or entering into or varying any agreement with the Company represents and warrants that the Customer has the full power, authority and legal right to execute, deliver and perform the terms of the order or Contract or variation and that the order or Contract or variation has been duly authorised by the necessary corporate action of the Customer and will continue to be a valid and binding order or agreement of the Customer in accordance with its terms.
h) The Customer shall indemnify the Company against any claim that may be made against it arising from the Customer’s lack of authority to contract for the Work or the supply or the installation of the Goods.
i) All orders and Contracts shall be governed by the laws of England and Wales.
j) Any notices to be given shall be in writing and sent by letter or fax addressed to the party to receive the same at its principal place of business or at such other address as such party may from time to time designate by notice complying with this clause. Notices or any communications shall be deemed to have been received:- (i) if sent by pre-paid first class post two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting): or (ii) if delivered by hand, on the day of delivery: or (iii) if sent by fax on a working day prior to 4.00 pm (GMT) at the time of transmission and otherwise on the next working day.
k) The failure of the Company or the Customer in any one or more instances to insist upon strict performance or observance of one or more terms or to exercise any remedy, privilege or right shall not be construed as a waiver of any future breach of any terms or rights to enforce the same or to exercise such remedy, privilege or right.
l) Neither party shall assign any order or Contract in whole or in part without the prior written consent of the other party.
m) If any provision of these terms and conditions 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 these terms and conditions and the remainder of such provision shall continue in full force and effect.
PRICES
a) All prices and rates quoted or agreed by the Company are based upon costs prevailing at the date of such quotation or Contract.
b) Any quotation will only be valid for acceptance for a period of 30 days provided that the Company has not previously withdrawn it. The prices and rates are exclusive of value added tax which shall be due at the rate ruling on the date of the Company’s invoice.
c) The Company reserves the right to increase prices and rates quoted by the Company at any time to the extent that there is any increase between the date of the quotation and the completion of the Work in the costs payable by the Company in the performance of the Work or in the supply of the Goods. Any such increases in costs shall thereafter be payable as if they were a specific term of the contract.
d) Unless otherwise agreed the provision to the Company of all Customer’s Property required to carry out the work is the sole responsibility of the Customer. Should, however, such Customer’s Property be supplied by the Company the cost thereof (unless already accounted for in the agreed prices) shall not be included in the price of the Work and an additional charge shall be made in respect of it (together with such handling charge as the Company shall determine).
e) Where the Work is carried out at a place other than the Premises the Company may make additional charges in respect of any expenses reasonably incurred by the Company in relation thereto.
f) All prices and rates quoted or agreed by the Company shall apply in the case of Work performed or Goods or services provided during normal working hours. The Customer may from time to time request that Work be undertaken or Goods or services be provided on an expedited basis to meet the Customer’s particular requirements and in such an event the Company shall use its reasonable endeavours to meet such requirements through working outside normal working hours. The Company shall be entitled to recover its increased costs by proportionally increasing its prices and rates in such instances.
g) All payments to be made by the Customer shall be made without any deduction or withholding (whether in respect of setoff, counterclaims, taxes, charges, discount, abatement or otherwise howsoever arising).
TAXES
The Customer will assume and pay and indemnify the Company against all taxes (including but not limited to withholding tax sales and use taxes but excluding any taxes relating or calculated by reference to income, profit or gains of the Company wheresoever imposed) duties, assessments, levies and fines and the costs of any customs bonds which may arise or for which the Company may be liable arising in any way out of the Contract.
PAYMENT
a) The Customer undertakes to pay the Company for all Work, Goods or services provided within thirty days from the date of the Company’s invoice in the currency specified in the invoice.
Registered office: Grange House, Grange Road, Midhurst, GU29 0LE
