1   Scope

These Standard Trading Terms and Conditions form part of all offers and contracts for the supply of goods by us. Deviating agreements or terms and conditions from our Standard Terms and Conditions for any buyer are only binding if they have been acknowledged in writing by forma-care (UK) Ltd.

2. Offer and Conclusion of the Contract

2.1. All offers and other commitments in terms of price, quantity, delivery time and availability are non-binding, unless it is otherwise expressly determined and stated.

2.2. Any information accompanying an offer such as illustrations, drawings, weight and dimensions, as well as quality and property descriptions of the product offered are approximate only and are not considered assured.

2.3. All agreements, especially those with our sales representatives will be binding only after our written confirmation.

3. Prices, Packing and Freight costs

3.1. All calculations are always valid on the day of delivery.

3.2.The Value Added Tax is the statutory amount and is always invoiced separately.

3.3. Our deliveries are, unless otherwise expressly agreed, Ex Works (place of dispatch), including packaging. The goods may also be freight prepaid delivered to the recipient. Customs Duty is payable by the recipient.

3.4. In case of express and fast goods that were initiated as such by the customer, the difference to the price of the normal Transport costs is charged to the customer.

4. Delivery Lead Times and Transfer of Risk

4.1. Delivery times are subject to change, unless we have otherwise expressly agreed to them in writing.

4.2. Exceptional circumstances such as State of war, civil unrest, operational and traffic breakdowns, shortages or rationing of raw materials, fuel or other goods essential for delivery, the seller is not responsible. Labor disputes, governmental orders or cases of force majeure, which disrupt directly or indirectly the production or delivery of the goods or prevent release to the seller for the duration and extent of the contact resulting in delaying shipping does not constitute obligations to the seller. The seller must notify the buyer of such events immediately.

4.3. If the seller is wholly responsible and an agreed delivery deadline is missed, the buyer has the right after a time of reasonable grace to rescind the contract. Claims for compensation for damages due to delay and claims for damages for non-performance are excluded, unless the non-performance or failure to meet delivery deadlines based on intent or gross negligence of the Seller or its Agents. However, in the case of gross negligence, the buyer is only entitled to replacement contracted goods and no damages may be demanded.

4.4. We reserve the right, in the interest of our customers to make partial deliveries. Each partial delivery is a discharge of a contract within the meaning of these sales considered.

4.5. The order will be shipped in all cases at the risk and expense of the purchaser. The Risk shall pass with the dispatch to the buyer. This also applies if free delivery to the buyer is agreed. The purchaser, at his own expense should insure the shipment against breakage, transport, fire and water damage.

5. Loss, Defects and Warranty

5.1. The Buyer shall inspect the goods immediately after receipt.

5.2. The buyer shall inform the seller of any wrong deliveries, shortages or other defects within 7 days of delivery. The unopposed acceptance of the goods by freight forwarders or freight carrier as proof of perfect packing and excludes claims against us for damages incurred traveling or weight loss during transit. All quantities and weights and dimensions included on the Packing list from our factory shall prevail.

5.3. Minor deviations of quality, color, size and weight do not form a
reason to complain.

5.4. In case of justified complaints, we are only obliged to subsequently complete the delivery. Only if this is not possible is the customer allowed, in the framework of the law, to request further measures.

5.5. Further claims, in particular claims for damages for non-delivery or non-timely delivery, as well as from any other actual or legal reason, are – as far as legally permissible – excluded. In each case, claims for damages to cases of intent and gross negligence are limited. We have the right to inspect, test and evaluate all claimed defective goods.

5.6. Information on use and application of our products, technical advice and other information is deemed to be accurate. However, and this also applies to the proprietary rights of third parties – this does not release the buyer his obligation to test the suitability of our products for their intended purposes. Damages can be claimed only in the event of gross negligence or intentional causation.

6. Retention of Title

6.1. All sold products remain our property until full settlement of our invoices by the buyer under the purchase agreement for those products..

6.2. If the Buyer sells the goods on before full payment of the invoices or he passes the goods on for another legal reason to any third parties, the buyer shall hereby transfer proceeds from the resale or transfer of the goods to us.  At our request the buyer, as soon as he is in default, is obliged to give the assignment to his debtor and share with us the necessary information we need for the recovery of the debt. The buyer is entitled and obliged, unless we decide otherwise, to keep the value and funds for the resold goods and designate it as our property.

6.3. The simple and the extended Retention of Title exists until the buyer of our goods proves, in each individual case, that the obligation is completely paid for those products bought from us. If any third party claims should arise, the buyer is obliged to inform us and inform the third party of the Retention of Title.

6.4. If, during the course of the transaction, serious concerns about the creditworthiness of the buyer we to become known by the seller, we are entitled to withdraw from the contract.

7   Payment

7.1. Our Standard payment terms are within 30 calendar days from Invoice date. The invoice amount is due within this period, without the deduction of postage or bank fees and should be transferred to the designated bank account. We consider the payment day as the date which we receive the funds in our account.

7.2. The customer is entitled to deduct cancel the invoice amount deducted 1.5% settlement discount , provided we receive the  payment within 10 calendar days from the invoice date. Payments later than 10 calendar days shall be made without deduction.

7.3. Payments are first allocated against expenses and interest on the account in the first instance and then against the longest outstanding item on the account.

7.4. If payment is made after 30 days from the invoice date, we reserve the right to charge interest at the normal bank lending rates , but at least 3% above the discount rate of the Lloyds Bank basic rate to the invoice amount, plus VAT.

7.5. Bills of Exchange, Bankers Drafts and Letters of Credit can be accepted when agreed between the buyer and seller on a case by case basis. All resulting bank, discounts and collection charges shall be borne by the buyer. We take no responsibility for timely submission and protest.

7.6. With regard to claims against us, we will only be held responsible or a lien may be exercised only if we have accepted a claim or a legal basis is found.

8. Resale

The resale of our branded products is permitted only in original packages. Repacking or rebranding is not permitted by the buyer pursuant to § 24 of the Trademark Law.

9. Place of Performance and Governing Law

Place of performance for deliveries is the place of dispatch. Performance for payment
is our designated bank account. Sole place of jurisdiction if the Buyer is a registered trader, directly or indirectly in all of the contractual relationship is the United Kingdom, and the Governing Law is that of England and Wales.

10. Liabilities of the Contract

The contract remains entirely legally valid even if individual items are in dispute. Should any individual provisions of the contract be ineffective, the parties are obliged to find a resolution to the whole contract and find an economic agreement irrespective of the individual invalid provision.