1 / DEFINITIONS
‘the Company’ means Fuel Immersive Limited. ‘the Purchaser’ means the person, firm or company to be supplied with the goods by the Company. ‘Goods’ means the goods, materials, services and/or other items to be supplied pursuant to the contract. ‘the Contract’ means the contract for sale and purchase of the Goods made between the Company and the Purchaser to which these Conditions apply.
2 / SCOPE
These conditions apply to all sales of goods by the Company and shall prevail over any inconsistent terms or conditions referred to in the Purchaser’s order or in correspondence or elsewhere unless specifically agreed to in writing by the Company and any conditions or stipulations to the contrary are hereby excluded or extinguished. Any design work and/or ideas produced by the Company in connection with the Contract are not free issue but part of the Contract and therefore are subject to the Company’s Terms and Conditions of Services.
3 / PRICE ESTIMATE
A price estimate by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company’s acceptance of the Purchaser’s order.
3.1 The Customer’s purchase order, or the Customer’s acceptance of an estimate for Services by the Supplier, constitutes an offer by the Customer to purchase the Services on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
(a) by a written acknowledgement issued and executed by the Supplier; or
(b) (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
3.2 Estimates are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 3.1. Any estimate is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
4 / PRICES
4.1 Unless the prices quoted are stated to be fixed the prices payable for the Goods shall be those charged by the Company at the time of despatch so that the Company shall have the right at any time to reserve price estimates to take account of increases in cost including (without limitation) costs of raw materials or labour and any variation in exchange rates.
4.2 Quoted prices are ‘ex-works’ and exclusive of Value Added Tax and other duty levy or tax assessed against the Goods by any government or other authority.
4.3 The cost of any amendments required and not occasioned by an error or omission by the Company shall be paid in addition the initial price estimate and shall be charged on a time spent basis.
4.4 Mileage expenses will be charged to the Purchaser at 45p per mile. Additional expenses for time spent travelling plus reasonable accommodation and subsistence will be agreed between the Company and the Purchaser in advance.
5 / TERMS OF PAYMENT
5.1 Subject to Conditions (5.5) below payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set off within 21 days of the date of invoice of the Goods.
5.2 The Company may at its absolute discretion allow payment to be postponed. The exercise of discretion shall not constitute a waiver of its right to demand immediate payment or any other rights set contained in the contract.
5.3 The Company shall have the right to charge on overdue accounts at the rate of 8% above the base rate of Lloyds TSB PLC from time to time run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgment.
5.4 If in the opinion of the Company the creditworthiness of the Purchaser shall have deteriorated prior to the delivery, the Company may require full or partial payment of the price prior to delivery or the provision of security for payment by the Purchaser in a form acceptable to the Company.
5.5 Time for payment shall be of the essence of the contract.
6 / DELIVERY
6.1 Time not being of the essence of the Contract delivery dates mentioned in any estimate or acceptance form or elsewhere are approximate only and not of any contractual effect.
6.2 In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the Contract the Company shall be entitled at its option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract.
6.3 Unless otherwise specified delivery shall be ‘ex-works’ so that the Goods shall be deemed to have been delivered and the risk therein to have passed to the Purchaser upon the Company notifying the Purchaser that the Goods are available for collection.
6.4 Unless otherwise expressly agreed the Company may effect delivery in one or more instalments. Where affected by instalments each instalment may be treated as a separate Contract.
6.5 If in the case of the Contract or any order involving more than one delivery default is made in payment on the due date the Company shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.
7 / TITLE
7.1 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the company the agreed price.
7.2 Until such payment the Purchaser shall be in possession of the Goods solely as bailee for the Company and in fiduciary capacity and the Purchaser shall store the Goods in such a way as to enable them to be identified as the property of the Company.
7.3 The Purchaser agrees immediately upon being so requested by the Company to assign to the Company all rights and claims which the Purchaser may have against its customers arising from sub-sales of Goods until payment is made in full as aforesaid.
8 / INTELLECTUAL PROPERTY RIGHTS
8.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to condition 8.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the goods. If the Supplier terminates the Contract under condition 14.1 this licence shall automatically terminate.
8.2 The Customer acknowledges that, where the Supplier does not own any Pre-existing Materials, the Customer’s use of rights in Pre- existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.
9 / VARIATIONS
The Company shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to ten per cent more or less than the quantity specified in the Contract and in such event the Purchaser shall pay for the actual quantity delivered.
10 / SPECIFICATIONS BY THE PURCHASER
The Purchaser shall indemnify and keep indemnified the Company against all claims, costs, damages and expenses incurred by or for which the Company may become liable as a direct or indirect result of the carrying out of any work required to be done on or the Goods in accordance with the requirements of specifications of the Purchaser involving any infringement or claim or infringement of or any intellectual property right vested in another person, firm or company.
11 / LIABILITY
11.1 The Company shall not be liable for any shortage in the quantity delivered unless a claim in writing shall have been received by the Company from the Purchaser within 7 days of delivery of the Goods. Where liability for any shortage is accepted by the Company, the Company’s only obligation shall be to make good such shortage.
11.2 In the event of any defect or failure in the quality, nature or condition of the Goods or failure of the Goods to comply with any specification the Company shall replace or repair free of charge any Goods provided that the defect or failure arises solely by reason of faulty material or workmanship and written notice is given to the Company within 30 days of delivery of the Goods after which all liability on the Company’s part shall cease.
11.3 The Company’s aggregate liability to the Purchaser whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Purchaser in respect of the goods.
12 / LICENCES AND CONSENTS
12.1 The Contract is conditional upon obtaining all of the licences or consents necessary for its performance (other than for the importation of the Goods by the Purchaser) in which connection the Purchaser shall sign all such forms and documents and render such assistance to the Company as may be necessary.
13 / FORCE MAJEURE
13.1 The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by the Company being prevented, hindered or delayed by reason of any force majeure circumstances.
13.2 In this condition ‘force majeure circumstances’ shall mean any act of God, riot, strike, lock-out, trade dispute or labour disturbances, accident breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the Goods or of raw materials therefore by the Company’s usual source of supply or the manufacture of the Goods by the Company’s normal means or the delivery of the Goods by the Company’s normal route or means of delivery.
14 / TERMINATION
14.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) The other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) The other party commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) The other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986] or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party or
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within  days; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.1(d) to condition 14.1(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) there is a change of control of the other party (as defined in [section 574 of the Capital Allowances Act 2001]).
14.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall return all of the Supplier’s Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
14.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: (a) condition 8 (b) condition 11 (c) condition 17
14 / WAIVER
The failure on the parts of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver or any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15 / NOTICES
Any notice required to be given hereunder in writing shall be deemed to have been duly given if by pre-paid first class post, delivered personally or sent by email and addressed to the party concerned at its principal place of business or last known address as communicated between the parties and shall be deemed to arrive at the time of delivery if delivered personally, in the case of posting 48 hours from the date of posting and in the case of email at the time of transmission. In the case of email, for contractual purposes, you agree to this electronic means of communication and, where you have signed this agreement using electronic communication, you agree that such signature is a valid means of establishing the authenticity of the communication.
16 / HEADINGS
Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof.
17 / GOVERNING LAW
The Contract shall be governed by and construed and interpreted in accordance with the laws of England and Wales and for the purposes of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the English Courts.