1. General
1.1 These Terms and Conditions (“Conditions”) apply to all quotations, orders and contracts for the supply of goods and/or services by Forest UK Ltd (“Seller”) to any customer (“Buyer”).
1.2 These Conditions supersede all prior terms, understandings and representations. Acceptance of any goods or services constitutes acceptance of these Conditions.
1.3 No variation is effective unless agreed in writing and signed by a Director of the Seller.
2. Definitions
Goods: items or equipment supplied under a Contract.
Services: installation, commissioning, repair, maintenance or other services performed by the Seller.
Contract: the agreement between Seller and Buyer incorporating these Conditions.
Bespoke Goods: items made to the Buyer’s specification, clearly personalised, special-order or supplier-delivered items.
3. Order Process & Acceptance
3.1 Any quotation or estimate (written or oral) is an invitation to treat, not an offer.
3.2 An acknowledgement (including automated email) is not acceptance. A Contract is formed only on the Seller’s written acceptance (including order confirmation) or when performance begins. The Seller may decline any order.
4. Description; Technical Documents; Intellectual Property
4.1 Catalogues, drawings, photos and literature are illustrative only and do not form part of the Contract. The Seller may change specifications without notice where performance is not materially affected.
4.2 All drawings, software and technical documents remain the Seller’s property and may not be used, copied or disclosed except for Contract performance.
4.3 Any intellectual property arising from the design or performance of Goods or Services remains with the Seller.
5. Price & Price Errors
5.1 Prices are those in the Seller’s quotation or price list at the date of delivery or performance unless otherwise agreed, exclusive of VAT and applicable taxes.
5.2 Special packaging, non-returned returnable packaging, and delivery/collection may be charged. A minimum order fee of £25 may apply.
5.3 Price errors: If a pricing error is identified, the Seller may offer to proceed at the correct price or cancel and refund any sums paid.
6. Delivery, Installation & Risk
6.1 Delivery or installation dates are estimates; time is not of the essence. The Seller is not liable for delay however caused.
6.2 Risk in Goods passes on delivery to the delivery address, or on notification that Goods are ready for collection (if Buyer collects).
6.3 Instalments & Proof of Delivery: The Seller may deliver in instalments and invoice each separately. Delivery requires an adult (18 +) signature. Failed delivery for Buyer-related reasons may incur redelivery and storage charges.
6.4 Site access: The Buyer shall provide safe, timely access, services and conditions as reasonably required. The Seller may suspend work if conditions are unsafe; delay or costs from access issues are for the Buyer’s account.
7. Inspection on Delivery / Collection
7.1 The Buyer must inspect Goods on delivery or collection and notify the Seller in writing within 3 days of any defects, damage or shortages. Failure to notify is deemed acceptance (without prejudice to latent defects).
8. Title (Retention of Title)
8.1 Title to Goods remains with the Seller until the Seller receives payment in full of all sums due under this and any other contract with the Buyer.
8.2 Until title passes, the Buyer shall (a) store Goods separately, clearly marked as Seller’s property; (b) keep them insured; and (c) hold proceeds of any authorised resale on trust for the Seller in a separate account.
8.3 If payment is overdue or on termination, the Seller may enter premises to recover Goods.
9. Performance of Services
9.1 Services will be performed with reasonable skill and care and in accordance with good industry practice.
9.2 Unless expressly agreed, time for performance is not of the essence.
9.3 The Buyer shall provide all cooperation, information, isolation/permits and facilities required to perform Services safely and efficiently.
10. Warranties
Goods – Goods will conform in all material respects to specification and be free from material defects in materials or workmanship for 12 months from delivery.
Services – Services will be free from defects in workmanship for 6 months from completion.
Complex equipment may contain multiple critical components; similar symptoms may arise from different root causes. A recurring symptom does not necessarily evidence the same fault or component failure.
Seller’s liability under warranty is limited to (at Seller’s option) repair or replacement of Goods or re-performance of Services, or a refund of the corresponding price. Warranties exclude defects from misuse, neglect, wear and tear, improper storage, unauthorised modification or repair, or work by others. The Buyer is responsible for determining fitness for purpose unless expressly agreed in writing.
11. Returns, Cancellations & Bespoke Goods
11.1 Orders or part-orders may not be cancelled without the Seller’s written consent.
11.2 Bespoke Goods (including special-order, supplier-delivered or personalised items) are non-cancellable and non-returnable unless defective.
11.3 For non-faulty standard Goods accepted for return at the Seller’s discretion:
(a) Goods must be new, unused and in original packaging;
(b) returns are at Buyer’s risk and cost;
(c) a minimum 25 % restocking charge applies plus any delivery and/or collection charges as appropriate.
12. Payment
12.1 Unless otherwise agreed in writing, payment is 30 days from invoice date.
12.2 Late payment interest accrues at 8 % above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), plus reasonable recovery costs.
12.3 No set-off; allocation; acceleration: (a) Buyer shall pay invoices in full without set-off, counterclaim, deduction or withholding; (b) Seller may allocate any payment to any outstanding invoices; (c) if any invoice is overdue, all sums under any contract with the Buyer become immediately due.
12.4 Credit suspension & security: If credit limits are exceeded or payment risk arises, Seller may suspend performance and require prepayment or security.
12.5 Lien: Seller has a general lien over Buyer property in its possession for sums due and may, after notice, sell such property to recover amounts owed.
13. Liability
13.1 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot legally be limited.
13.2 Subject to 13.1, the Seller’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total price payable under the Contract. Where a claim relates solely to specific Goods or Services, the cap is the price paid for those specific items.
13.3 The Seller is not liable for indirect or consequential loss, loss of profit, revenue, business, production, data, goodwill, anticipated savings, or special losses, whether arising in contract, tort (including negligence) or otherwise.
13.4 The Seller is not liable for site or property loss or damage except to the extent caused directly by the Seller’s negligence.
14. Intellectual Property – Buyer Specifications
Where Goods or Services are provided to the Buyer’s drawings, data or specification, the Buyer shall indemnify the Seller (and its group) against all losses, costs and expenses arising from third-party claims that such specification infringes intellectual property rights.
15. Compliance
Anti-Bribery & Corruption: Each party shall comply with the Bribery Act 2010 and maintain adequate procedures. Material breach entitles immediate termination.
Modern Slavery: Each party shall comply with the Modern Slavery Act 2015 and maintain appropriate policies and supply-chain due diligence.
Data Protection: Each party shall comply with UK GDPR and the Data Protection Act 2018. The Seller will process personal data solely to perform the Contract and in accordance with its Privacy Policy.
16. Confidentiality
Each party shall keep the other’s non-public information confidential, use it only to perform the Contract, disclose only to personnel or contractors with a need to know under equivalent obligations, and return or destroy it on request (subject to lawful retention).
17. Force Majeure
The Seller is not liable for delay or failure caused by events beyond its reasonable control, including strikes, transport failures, power loss, accidents, war, sanctions, supply shortages, regulatory action, or Buyer acts or omissions. The Seller may allocate or delay deliveries accordingly.
18. Export & Sanctions (if applicable)
Unless agreed otherwise, Incoterms® 2020 EXW (Seller’s site) apply to exports. The Buyer is responsible for export/import licences, customs, duties, compliance with export control and sanctions laws, and related costs. The Seller may refuse supply where such laws would be breached.
19. Environmental (WEEE & Packaging) (if applicable)
Unless otherwise agreed in writing, the Buyer is responsible for compliant treatment, recycling and environmentally sound disposal of WEEE and packaging in accordance with applicable law.
20. OEM References
Any OEM part numbers used are for reference only and do not imply OEM origin or endorsement.
21. Notices
21.1 Notices may be delivered by hand, pre-paid first-class post, or email to the last notified addresses.
21.2 Deemed receipt: hand – on delivery; post – 2 Business Days after posting; email – at transmission if sent within Business Hours (otherwise 09:00 next Business Day).
22. Third-Party Rights
No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
23. Severability; Waiver; Assignment; Subcontracting
23.1 If any provision is invalid or unenforceable, the remainder remains in force; the provision shall be modified to the minimum extent necessary to be enforceable.
23.2 A failure or delay to exercise any right is not a waiver.
23.3 The Seller may assign or subcontract any obligation; the Buyer may not assign without the Seller’s prior written consent.
24. Entire Agreement
These Conditions (and documents expressly incorporated) constitute the entire agreement and supersede all prior discussions or representations. Nothing excludes liability for fraud.
25. Governing Law & Jurisdiction
This Contract and any dispute or claim (including non-contractual) is governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.