Certain phrases in this document are defined with initial capital letters. The following terms shall have the definitions assigned below.
1.1 Orders placed by a Client shall be deemed to be an offer by the Client to The Finish Line subject to these General Terms and Conditions set out herein to supply the Equipment, New Materials, Personnel and Services as set out in a Specification. No Order placed by the Client shall be deemed to be accepted by Finish Line unless and until a Confirmation is given by Finish Line, or (if earlier), Finish Line delivers the Equipment, New Materials, Personnel and/or Services to the Client. The Client must ensure that the terms of its Order and any applicable Specification are complete and accurate. If Finish Line issues a Specification, the Client's written or oral approval of such Specification shall constitute an Order.
1.2 The placing of an Order by a Client, some or all of which is based on estimated prices, shall constitute the agreement by the Client to pay to Finish Line at least those estimated prices. Where prices are stated to be estimates, Finish Line shall use its reasonable endeavors to ensure that the estimates are accurate and, in the event that these prices are not accurate, to inform the Client of the actual price(s) as soon as Finish Line becomes aware that the estimate is inaccurate. In the event that Finish Line shall carry out any work for the Client in respect of any part of an Order which is the subject of revised prices communicated by Finish Line to the Client and the Client shall communicate its acceptance of those revised prices in any way whatsoever the Client shall be deemed to have agreed to pay to Finish Line sums equal to those revised prices. For the avoidance of doubt, the performance by Finish Line of part of the Order shall constitute acceptance.
1.3 Unless otherwise agreed, if the Client wishes to cancel the whole of any part of an Order, a cancellation fee shall be payable by the Client to Finish Line. This cancellation fee will be a sum equal to Finish Line's costs and expenses incurred in relation to the Order up to the date of cancellation or arising from the cancellation sum equal to 100% of the whole (or any part of) an Order so cancelled. Provided always that in the event that if the Client cancels the whole or any part of any Order less than 2 Business Days before Finish Line is obliged to comply with its obligations in respect of that Order , the Client shall pay to Finish Line a sum equal to 100% of all sums expressed to be due to Finish Line in respect of the whole or part of the Order so cancelled.
1.4 If the Client requires any change, variation, addition to or deletion from an Order after it has been the subject of a Confirmation, Finish Line will inform the Client of the effect of any such change, variation, addition or deletion on delivery times and the costs, fees and expenses. The Client will be responsible for these, if it accepts them whereupon such changes or variations shall form part of the Order.
2.1 Unless otherwise stated, all of Finish Line invoices are payable within 14 days of dispatch of an invoice by Finish Line to the Client.
2.2 Interest will be charged at 5% above Bank of England base rate from the due date of invoice. Interest shall accrue from day to day.
3.1 Finish Line shall use its reasonable endeavors to effect delivery and/or collection of the Equipment and/or New Material and, if applicable, at such time and place as shall be set out in the Specification. For the avoidance of doubt, time for delivery and/or provision of Services, Personnel, New Materials, Equipment or installation by Finish Line shall not be of the essence unless specifically agreed in the Specification. All delivery and Installation dates are estimates only and should, if applicable, the delivery and/or Installation be held up by the Client or by its agents or sub- contractors, Finish Line will not be held responsible for any delay in the completion of the Order or any costs, claims and expenses thereby incurred by the Client.
3.2 The Client shall examine the Equipment and/or New Material immediately upon collection from or delivery by Finish Line to it, its agent or other representative and it is the responsibility of the Client in all cases to establish any loss or damage to the Equipment or New Material.
3.3 The Client shall notify Finish Line in writing of any claim that the Equipment and/or New Material is damaged or not in accordance with the quality and quantity as set out in the Specification or as otherwise agreed in writing within three Business Days of delivery to or collection by the Client. If the Client makes a claim against Finish Line in respect of the Equipment and/or NEW materials or any part thereof, the Client shall ensure that the Equipment and its packaging as preserved by the Client intact pending investigation by Finish Line. If the Client fails to notify Finish Line within this period, the Equipment and/or New Material shall be deemed to be of the quality and quantity set out in the Specification or as otherwise agreed in writing and the Client shall pay Finish Line accordingly.
3.4 Any claim for non-delivery of Equipment and/or New Material must be made in writing and received by Finish Line within 14 Business Days of the invoice date and any claim must quote Finish Line's invoice number.
3.5 Any claim for damage to the Equipment due to defective installation by Finish Line must be notified to Finish Line in writing within three Business Days of installation. The Client should not repair or attempt to repair or request a third party to repair or attempt to repair the Equipment or the installation thereof without the prior written consent of a duly authorised representative of Finish Line.
3.6 Where the Equipment and/or New Material is delivered in installments and the Client either fails to accept any delivery or permit installation when due or defaults in making payment in respect of any installment when due, Finish Line may cancel any outstanding deliveries and, if applicable, installation and the Client shall compensate Finish Line in full for any loss or expense arising from such cancellation.
We will not be liable to the Client in respect of:
4.1 any losses arising out of any event or events beyond our reasonable control.
4.2 any losses incurred to the business of the Client, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill unless caused by the act or default of Finish Line.
4.3 any loss, malfunction or corruption of any data, database or software supplied or developed by a third party.
4.4 any special, indirect or consequential loss or damage suffered by the Client whatsoever arising.
5.1 You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions.
5.2 You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses caused as a result of use by you or third party use permitted by you as a result of your act or omission in respect of Equipment and/or New Materials.
6.1 Any agreement by Finish Line to supply Equipment, New Materials, Personnel and/or Services to the Client may be terminated immediately by Finish Line giving written notice to the Client to that effect on the happening of any of the following events:
6.1.1 If the Client fails to pay any charges, fees or costs due to Finish Line in accordance with these Terms and Conditions within seven days of the same having become due (whether demanded or not);or 6.1.2 If the Client fails to observe or perform any other of its obligations set out in these Terms and Conditions; or
6.1.3 If the Client shall make any arrangement or composition with its creditors; or
6.1.4 If in the opinion of Finish Line, the Client shall be unable to pay its debts as and when they fall due; or
6.1.5 If an order shall be made or an effective resolution passed for the winding up of the Client (other than for the purposes of a reconstruction or amalgamation); or
6.1.6 If an administrator, receiver or manager or administrative receiver shall be appointed of the whole or any part of the undertaking or assets of the Client, or
6.1.7 If, in the opinion of Finish Line, the Client, its employees, authorised agents and/or subcontractor(s) are guilty of dishonesty, misconduct, incompetence or willful neglect of their duties.
6.2 Termination shall not affect any other right or remedy of Finish Line against the Client and shall not affect the right of Finish Line to recover from the Client any charges, fees or costs or other monies due to Finish Line at the date of such termination and shall not affect Finish Line's right to recover damages from the Client in respect of any breach of these Conditions.
Any notice given hereunder shall be well and sufficiently given if sent to any address whether postal or email used by the recipient and addressed to a person with whom the sender had had dealings in relation to the Order at the recipient.
Such notice shall be deemed to be given if sent by post within 2 days of posting and if by email within 24 hours of dispatch.
If any provision in these terms are held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.