Note: Please note that the Conditions of Sale detailed below are the UK Conditions of Sale. To view the USA and French versions of the Conditions of Sale, please use the links at the bottom of the page.
“Business Days” shall mean a day (other than Saturday or Sunday or public holiday) when the banks in London are open for business.
“Conditions” shall mean these terms and conditions for the sale of Goods or the supply of Services or both made by the Seller and the Customer.
“Contract” shall mean a binding contract for the sale of Goods and/or Services or both made by the Seller and the Customer.
“Customer” shall mean the individual or entity that is purchasing Goods and/or Services hereunder.
“Factored Products” shall mean products which are supplied by Seller, but are not manufactured by Seller, and are purchased by Seller from another supplier or manufacturer.
“Full Product Brochure” shall mean the brochure for each of Sellers specific Product available at http://www.aflex-hose.com/products-and-markets/.
“Goods” shall mean either the Products and/or the Factored Products.
“Losses” shall mean a) any direct and/or indirect, special or consequential loss or damage; b) loss of data or other equipment or property; or c) economic loss or damage; or d) incurring of liability for loss of damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damage); or e) any loss of actual; or anticipated profit, interest, revenue, anticipated savings or business damage to goodwill.
“Products” shall mean those products which are manufactured by Seller and are described on the Seller’s website.
“Seller” shall mean Aflex Hose Limited.
“Services” means the services (if any) agreed to be supplied by the Seller to the Customer as detailed in the Order acknowledgment.
(a) These Conditions shall govern all Contracts between Seller and the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to impose, apply or introduce under any document, communication, order or similar.
(b) A Customer shall place its order for the Goods or Services (or both) by completing the Seller’s standard purchase order form (the “Purchase Order”). Each Purchase Order shall be deemed to be an offer by the Customer to buy the Goods or Services (or both) of the Seller that are identified in the Purchase Order subject to these Conditions exclusively. The Purchase Order shall only be deemed to be accepted when the Seller issues to the Customer an order acknowledgment form which indicates acceptance of the Customer’s offer on these Conditions (“Order Acknowledgment”). A Contract between the Seller and the Customer shall come into existence at the time and on the date when the Seller delivers the relevant Goods and/or Services (or both) to the Customer.
(c) Delivery will be at Customers cost from Seller’s facilities Brighouse, West Yorkshire, England.
(d) Title in the Goods shall remain at all times with Seller until full payment in clear funds has been received.
(e) Risk of loss or damage in the Goods shall pass to the Customer upon delivery to the Customer or third party carrier.
(f) Delivery dates specified by Seller are only Seller’s best estimates and Seller’s only responsibility will be to use reasonable commercial efforts to meet all specified delivery dates. Unless otherwise agreed in writing, time is not of the essence.
2. Customer Responsibilities and Obligations
(a) It is the Customer’s strict responsibility and sole liability to review all of the usage conditions and usage limitations given for the Seller’s Products. The usage conditions and limitations are as referred to in these Conditions and are as further specified in the relevant Full Product Brochure. It will be the Customer’s sole responsibility to consult with and to familiarise itself with the latest, up to date Product information and Full Product Brochure at the time of ordering, which are only available and downloadable from the Sellers website at http://www.aflex-hose.com/products-and-markets/ or on request, in writing from Seller. The Customer hereby represents and warrants that it has read and understood the applicable Full Product Brochure and the usage conditions and the usage limitations set forth therein, and has ensured their compliance with the [intended end use] application conditions.
(b) If the Customer subsequently sells or assigns any Products to any other person or entity, the Customer shall ensure that the final end user of the Products is supplied with these Conditions of Sale, the applicable Full Product Brochures, the Seller website address, together with notification of the requirement to review the usage conditions and limitations. The Customer shall include the terms and conditions set forth herein in its Conditions of Sale to any third party. The Customer hereby agrees and acknowledges that Seller shall have no responsibility nor liability whatsoever for any claims arising in whole or in part out of the Customer selling or assigning the Products to a third party that does not use the Products in accordance with Sellers usage requirements and limitations (“Non-Conforming Use Claims”). The Customer shall indemnify and hold Seller, its officers, directors, employees, affiliates and representatives fully harmless from any and all claims in respect of any Losses whatsoever howsoever arising out of or related to or associated with Non-Conforming Use Claims.
(c) The Customer agrees and acknowledges that for any intended Product application in which special conditions apply which are not defined, or not defined sufficiently in the Product Brochure, the Customer shall write to Seller requesting written advice relating to any usage limitations resulting from special conditions. The Customer shall be fully liable and responsible for ensuring the design suitability and safety of the Products in their intended applications, giving particular consideration to any special condition relating to, but not restricted to the chemical and electrostatic compatibility of the fluids or gases passing through, the possibility of diffusion of fluid or gases through the PTFE hose lining, the possibility of external corrosive conditions, the types and likelihood of excessive mechanical abuse, such as abrasion (internal or external), crushing, excessive flexing or vibrations, etc. and any excessive temperature and/or pressure “pulsing” conditions, or any other condition which may cause premature hose failure. The Customer shall consider, and take account of the degree of risk involved in any potential Product failure, including the provision of adequate protection in the event of any risk to any persons. In applications where any type of Product failure would lead to financial losses if the Product is not replaced immediately, the Customer agrees and acknowledges that it shall be the Customer’s responsibility to order and hold in stock spare Product(s) accordingly. The Customer shall advise Seller in writing at the time of placing the enquiry and on any Purchase Order if there are any special requirements for the Product, including special cleaning, or drying, or extra testing requirements which are in addition to normal industrial standards. Mere notice of such additional requirements to Seller however, does not relieve the Customer of its responsibility and liability for ensuring adequate measures are taken or are in place for such applications nor does the mere notification burden nor transfer to Seller any Customers’ liability that the Customer has for such intended application.
3. Factored Products
(a) The Customer accepts that Seller is not an expert in the technical features which apply to Factored Products and/or their use in application. Seller’s only obligation will be to pass on to the Customer all the written information which they have regarding the Factored Product, but the Customer shall be responsible for ensuring that this and any other necessary Factored Product information is obtained and is reviewed and will decide solely if such data is sufficient to ensure that the Factored Product is fit for purpose in the intended usage application. If any application requirements apply which are not fully covered by the information which the Customer can obtain, then the Customer undertakes not to use or supply the Factored Product for use in that application. The Customer is also responsible for ensuring that the Factored Product will not be subjected to levels of usual or accidental physical abuse in service which would cause the Factored Product to fail. The Customer agrees and acknowledges that Seller, its officers, directors, employees, affiliates and representatives shall not be held liable for any claims or obligations arising out of the Customer’s failure to fulfil any or all of its responsibilities set forth in this clause 3. a)., and hereby agrees to indemnify and hold Seller its officers, directors, employees, affiliates and representatives fully harmless from any and all claims that may arise in regard to Factored Products.
(b) If the Customer has any doubts concerning these or any other usage conditions and limitation or safety parameters, the Customer shall consult Seller at the number and address in the Notice Provisions below and request a written response to any queries.
4. Hose Service Life - Warranty
(a) The Product shall be as described in the Full Product Brochure. It shall comply with the specification materially in all respects. In respect of Factored Products please refer to its manufacturer’s statement.
(b) It is not possible for Seller to warranty a minimum service life for any of its Products (for Factored Product’s warranty provisions, please refer to manufacturer’s standard policy) which can be applicable for every type of application. As such, Customer acknowledges that, except as provided below in Sections 4. c), 4. d) and 4. e)., Seller is not warranting a minimum service life of any of the Seller’s Products. For avoidance of doubt Seller cannot and does not give any warranty in respect of the Factored Products, but will pass on to the Customer any (unexpired) warranty that is given by the manufacturer of the Factored Products.
(c) Save as provided for in 4. e)., below service life predictions or warranties of the Products, in respect of certain applications can only be given in cases where all the relevant information concerning the application is given in writing to Seller and Seller subsequently confirms in writing the service life prediction/warranty prior to the order being placed.
(d) If such a written undertaking is not sought and given, Seller shall not be held liable for any of its Product’s (or Factored Product) failure which the Customer considers to be premature, except for defects which are due to faulty materials or manufacturing and which occur within 24 months or 12 months, as applicable, of supply as provided for under 4.e) below.
(e) Seller warrants its Products to be free from faulty materials or manufacturing defects from the date of delivery, for 24 months; provided, however, that all Hose Assemblies which are “ETH” (Electrical Trace Heated) Grade or are Factored Products are only warranted for 12 months. The sole liability of Seller and the Customer’s sole remedy for breach of warranty is as set out in clauses 5. a) and/or 5. b) below as applicable.
(f) SAVE AS PROVIDED FOR IN CLAUSE 4 c) (IF APPLICABLE) and/or 4 e) ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED OTHER THAN AS SPECIFICALLY STATED HEREIN, AND THERE ARE NO WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE OBLIGATIONS AND WARRANTIES SPECIFICALLY STATED HEREIN.
5. Product Failure
(a) In the event of a Product failure during the applicable warranty period set forth in Section 4 c) (if applicable) and/or 4. e), the Customer shall provide Seller with written notification within forty-eight (48) hours of discovering the fault. Seller requires that the relevant Product(s) not be cut up or tampered with, but should be decontaminated and returned to Seller, together with a decontamination certificate, for examination and analysis of the fault. The Customer should also provide full details in writing of the application conditions under which the hose failed, including Pressure, Vacuum, Temperature, Flexing and any cycling of any of these, also the fluids, gases and any cleaning products passed through the hose, and the total time that the hose has been in service also the original order number and the Serial Number for the hose. The Customer may send its own witness to the examination if required. Seller will provide a Non-Conformance Report to the Customer. The Customer shall bear the cost of returning the Seller Products that have failed; provided, however, as set forth in 5. b) or 5. c)., below, Seller shall reimburse the Customer for any shipping costs if it is determined that the failure is covered by the warranty set forth in Section 4. e).
(b) In the event of a Factored Product failure, the Customer shall advise Seller with written notification within 48 hours of discovering the fault. The failed Factored Product shall not be tampered with or de-constructed in any way, but shall be decontaminated as required to render it fully safe and free from harmful substances and held awaiting advice concerning its disposition from Seller. Full details concerning the application, the time in use in the application and a full description of the type of failure shall be supplied to Seller, who shall pass this information on to the supplier or manufacturer of the Factored Product for advice concerning the appropriate course of action. The Customer will then be advised accordingly.
(c) If Seller determines that faulty materials or a manufacturing defect in the Product (and/or Factored Product after consulting with the manufacturer) is responsible for the product failure, the maximum liability shall be the invoice value of the failed product itself, or the invoice value of the whole customer order as determined by Seller in its sole discretion, along with any reasonable costs for removal and replacement of the product, and costs for packing and dispatching the failed product back to Seller.
6. Untested Hose supplies for Self-Assembly by Customers (“SAC”)
(a) Seller does supply “loose” hose, without end fittings attached to a SAC, who will then cut the hose to length and attach end fittings to make up Hose Assemblies for their own use, or for sale to their own customers.
(b) Unless the SAC requests, and Seller confirms that the ‘loose’ hose is to be pressure tested before supply, such Hydrostatic testing of the hose and the end fitting attachment will not normally be offered by Seller. The SAC agrees and acknowledges that it will be solely responsible for carrying out such hydrostatic pressure testing of one hundred percent (100%) of such assemblies. The Maximum Working Pressure (MWP) of the hose assembly is specified in the relevant Full Product Brochure. The safety factor is also noted within the Full Product Brochure.
(c) When pressure testing braided hoses with a plastic or rubber outer cover, the cover will mask any signs of leakage for a time. The SAC agrees and acknowledges that after the hydrostatic pressure test, it is further required to test each covered hose assembly with an internal helium gas pressure of 30 Bar (450 psi) for hose sizes up to 1” and 15 Bar (225 psi) for hose sizes above 1”, with the hose assembly immersed in water to enable leak detection by gas bubbles, for a minimum test period of 5 minutes.
(d) The SAC agrees and acknowledges that it alone shall determine and approve the Design Suitability of the hose assembly for its intended use before supply and that, except as set forth in 6. B), it shall indemnify and hold Seller fully harmless from any and all Claims and Losses, whether direct or indirect arising from Design Suitability for a SAC. This includes proceeding in accordance with 2. a) and 2. d) above.
(e) Seller’s liability is limited to its Products which are assembled by approved SAC if all the hose and fitting components were supplied by Seller or approved for use by Seller in writing, and they were assembled and tested in accordance with Seller’s current Manufacturing and Testing Instructions, available to approved SAC in an I-Bay on the Seller website.
7. Untested Hose Assemblies
Seller is sometimes requested by Customers to attach non-standard end fittings to hose assemblies which the Customer supplies, and in some cases it is not possible to connect these fittings to the Seller pressure test system. In such cases a “concession not to test” is obtained from the Customer, and a label is attached to the hose assembly, warning that it requires pressure testing before use. The Customer agrees and acknowledges that Seller shall have no liability whatsoever if the Customer does not comply with the warning that requires pressure testing before use, and agrees to fully indemnify and hold Seller fully harmless from any and all claims arising from this situation.
8. Force Majeure
Seller shall not be liable for any delay in delivery, failure to deliver or default in performing in accordance with any Customer’s order if the delay or default is due to: (a) fires, floods, strikes, or other labour disputes, accidents to Seller’s production facilities, acts of sabotage, riots, natural disasters, difficulties procuring materials, shortages of raw materials, interference by civil or military authorities, whether legal or de facto, governmental restrictions, including but not limited to failure to obtain export licenses, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or other governmental legislation or, rules or regulations thereof, including a force majeure event occurring in respect to one of Seller’s suppliers; or (b) any other cause beyond Seller’s control.
9. Limitations of Liability & Excluded Applications
(a) Seller’s Products and/or Factored Products have not been designed nor tested for use in aerospace, medical implantation or radioactive fields (“Excluded Applications”), and as such their use is therefore strictly prohibited. Customer agrees and acknowledges that it is aware of the limitations set forth in this clause 9. a)., and hereby acknowledges and agrees that Seller shall have no liability whatsoever in the event Customer decides to unilaterally violate such prohibition by using Seller Products and/or Factored Products for such Excluded Applications. Customer hereby further agrees to indemnify Seller, its officers, directors, employees, affiliates and representatives for any and all Claims and Losses arising out of Customer’s use of the Seller’s Products and/or Factored Products in such Excluded Applications.
(b) Seller will not accept liability for any failures of the Seller Products and/or Factored Products which are caused by Customer’s failure to perform and/or discharge their Responsibilities fully as specified in these Conditions.
(c) SAVE FOR: i) DEATH OR PERSONAL INJURY CAUSED BY AN ACT OR OMISSION TO ACT OF SELLER; OR ii) FOR AN ACT OF FRAUD/FRAUDULENT STATEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSESS, LOSS OF PROFITS OR REVENUE, LOSS OF PROCESS PRODUCTS, DAMAGE TO EQUIPMENT, DOWNTIME COSTS, OR LOSS OF USE EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM failure of the product(s), BREACH OF CONTRACT, FAILURE TO DELIVER ON TIME, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
10. Completion of Bulk Hose Orders
Due to the nature of the production of PTFE hose, Seller reserves the right to call an order complete in the following situations. If a product is a standard Seller product (as listed in Seller’s product brochures) a figure of +10% of original order quantity can be supplied. If the product is a non-standard product and outside the Seller’s standard product range the figure of +/- 10% of the original order quantity can be supplied. Goods supplied within these parameters would render the order complete.
11. Notice Provisions
Any written notice required to be provided to Seller shall be sent to the following address: Seller Limited, Spring Bank Industrial Estate, Watson Mill Lane, Sowerby Bridge, Halifax, West Yorkshire, HX6 3BW.
12. Exclusion of Contracts for the International Sale of Goods
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Conditions of Sale and any and all other Customer documents.
13. Governing Law; Jurisdiction
(a) These Conditions of Sale and all rights, duties and obligations hereunder, including any and all other Customer agreements and orders shall be governed by and subject to English Law.
(b) The Customer acknowledges and agrees that any disputes arising out of or related in any way to this Agreement, including a breach of this Agreement, shall be brought exclusively in the courts of England, United Kingdom. Furthermore, Customer knowingly, voluntarily and irrevocably (a) consents to the exclusive jurisdiction of these courts, (b) waives any immunity or objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may have from or to the bringing of the dispute in such jurisdiction, (c) waives any personal service of any summons, complaint or other process that may be made by any other means permitted by England, United Kingdom, (d) waives any right to trial by jury, (e) agrees that any such dispute will be decided by court trial without a jury, (f) understands that it is giving up valuable legal rights under this 13. B), including the right to trial by jury, and that it voluntarily and knowingly waives those rights.