2.1 Unless otherwise expressly agreed in writing by us these terms are the only terms on which we accept any order for our services.

2.2 These terms apply to all orders, whether or not these terms were specifically referred to at the time of ordering, to the exclusion of all other terms and conditions including any contained in an acceptance of a quotation, a form of order or any other document issued by you.

2.3 Delivery of the components to us, collection of the components by us (as the case may be) or payments made by you to us shall be deemed to be conclusive evidence of your acceptance of these terms unless otherwise put in writing.

2.4 We and you acknowledge that the terms herein have been given due consideration and that they are considered fair and reasonable by both parties.

3.1 Our standard working hours consist of Monday through Friday between the hours of 8:30AM and 17:00PM (not including bank holidays).

3.2 Unless agreed in advance in writing by us or mid-point, all services carried out by us will be completed within our standard working hours.

3.3 Any work carried out outside of our normal working hours will incur you additional charges (which may not have been presented on your original quotation) and you agree to be liable for those additional charges. For example, you ask us for a faster turn-around (regardless whether the job has or hasn’t been started) requiring us to work weekends.

4.1 Unless previously withdrawn, our quotations are only open to acceptance within 30 days from the date thereof. Where given without sight of the components are provisional only.

4.2 Each order placed by you for our services shall be deemed to be an offer by you to purchase our services subject to these terms.

4.3 Without prejudice to clause 4.5 below, any representations to be binding upon us must be specifically agreed in writing by us to you.

4.4 You accept that except for the circumstances provided in clause 4.3 above, no representation whether oral or in writing has been made by any of our agents, representatives or employees which has led you to enter into a contract.

4.5 Specifications, descriptions and/or illustrations contained within our media (catalogues, brochures, websites and other advertising materials) whether in printed or digital format, are intended to give general ideas for our services concerned and the possible result of any services. None of these media representations shall form any part of the contract or form any warranty or representation by us to you.

4.6 We reserve the right to make any changes to the specifications, materials or our services which are required to conform with any applicable health, safety or other statutory requirements.

4.7 No order placed by you and accepted by us may be cancelled or varied by you except in written agreement with us. You agree to be liable for all losses, costs, damages, charges and expense we suffer/incur if you cancel or variate your order.

4.8 After examination of your components in bulk, we have the right to amend any quotation or decline to accept any components for our services or not proceed with any order, without any further liability to you for the cost of our services (not including delivery, collection and/or storage charges).

4.9 We may give you notice at any time up to the receipt of your components by us for our service applications to increase any price quoted to reflect any increase in the cost of our services. These costs could include but not be limited to our increase in labour, materials, manufacturing and/or transport.

4.10 Unless otherwise stated, our prices are quoted exclusive of VAT and you agree to be liable for any applicable VAT or other additional TAX.

5.1 You hereby warrant that you are either the owner of the components delivered or collected to/from us for our services or that you are authorised by such owner to accept our terms on their behalf.

6.1 If the price quoted by us includes transport of the components to and from our premises, we will arrange transport by whatever method we consider appropriate (including the use of third-party carriers rather than directly by us).

6.2 You agree the components will remain at your risk during such transport to and from our premises and you agree to insure your components at all times during such transport. Neither us nor any third-party carrier utilised by us shall be liable for the loss or destruction of or damage to your components in transit whether as a direct/indirect result of our or a third-party negligence.

6.3 If the price quoted by us does not include transport of your components to and from our premises, you agree to undertake this at your own expense and risk (both in relation to the delivery and of the collection of said components).

6.4 In relation to Clause 6.3, you agree to have your components delivered at a time and date notified to you by us and you agree to collect your components within 5 days after our notification the services have been completed.

6.5 You will be responsible for the adequate packing of your components in transit to protect them against weather conditions, impact damage and other transportation risks, and for the provision of suitable stillages, pallets and other containers.

6.6 You agree to use such packing materials as are suitable for re-use by us when returning any components to you. No warranty whatsoever is given to you by us for the packing materials, cases, cartons and pallets to be returned to you but wherever possible, these will be returned to you along with your components.

7.1 In the event of suspension of work on the components at your request or through inadequacy in the inaccuracy of your instructions, any price by us may be increased to cover any additional costs or expenses incurred by us as a result thereof; you agree to be liable for these charges.

7.2 If you do not indicate to us plainly and correctly the type of components, including the make, brand and/or grade of the components to which our services will be applied and/or fail to give us correct and complete instructions as to the processing, including the specification required, you shall be liable for any additional costs or expenses incurred by us and any loss of profit, loss of business or loss of use of our processing facilities suffered by us as a direct or indirect result thereof.

7.3 When our prices quoted include delivery to and/or collection of the components from any delivery/collection address outside the United Kingdom, any increase in insurance, packing or freight costs, import duty, internal taxes or any other charges incidental to the delivery/collection of your components between the date of the contract and the date of delivery/collection, together with all costs of any trans-shipments and/or deviation of transportation shall be paid by you.

7.4 You shall be liable for all cost charges and expenses whatsoever in connection with the opening, advising, confirmation, negotiation and operation of any letter of credit, the transfer of cash to us and the release of any shipping documents.

7.5 The cost of any variation or modification to the order requested by you after the date of acceptance of an order shall, if such variation or modification is accepted by us in writing, be borne by you.

8.1 It shall be your responsibility to ensure that your components are suitable for our services. However, if at any stage we in our sole discretion consider that the components are unsuitable for our services (or if services have started, for further services to complete the work), whether in accordance with our quotation or otherwise, we will advise you as soon as is reasonably practicable and shall be entitled to discontinue our services forthwith.

8.2 We shall thereupon notify you of our outstanding charges in respect of our services carried out to the date of such discontinuance and you agree to pay this value within 30 days of the date of such notification.

8.3 In relation to Clause 8.2, unless we agree in writing to arrange transport, you will collect your components at your own expense and risk as soon as possible (normally within 5 days) following notification of the discontinuance of our services.

8.4 If you decide to use a third party service (i.e., fabricators) to supply us directly, you agree only you are responsible for the quality control of such items and Finishing First Uk Ltd will not be held accountable for any components which are deemed not suitable to apply our services.

8.5 You agree, in the event of you using third party services to supply us directly, you will ensure your suppliers have read and agreed to be bound by our terms and conditions before component delivery takes place.

9.1 If we quote any completion times/dates for a contract, you agree these times/dates are to be treated as estimations only. We shall not be liable for any loss (including loss of profit, costs, damages or expenses arising directly or indirectly out of any delay in delivery or failure to complete the contract in such time, even if caused by our negligence) and time shall not be of the essence.

9.2 Such times/dates quoted shall run from our receipt of your components and of all the information required by us to carry out our services (whichever is the latest).

9.3 In any event, you agree the time/date for estimated completion can and could be extended by us, by a reasonable period if the completion of services is delayed by the nature of or lack of instructions from you or by any cause beyond our control.

9.4 In any event, you agree all work and deliveries/collections must be authorised directly with us by you before any such events or services are actioned (including your chosen third party supplier deliveries and collections).

9.5 In any event, you agree to have your chosen third party suppliers contact us and yourselves to confirm acceptance of deliveries and collections for components.

10.1 We may sub-contract the whole or any part of our services (unless specifically instructed otherwise in writing by you, at or prior to the time the contract is made) without affecting our obligations under the contract.

10.2 You also agree we may store all or any part of your components on our premises or our other third-party premises.

11.1 If we are in any way prevented from or delayed in performing any of our obligations under the contract by reason of decisions or actions of any Government or other authority, war or threat of war, explosion, material damage to or failure of plant and equipment, severe weather conditions, material shortages or inadequacies, interruption or reduction in communications or means of transport, power or utilities failure, failure or delay in obtaining materials required for our services, any strikes, lockouts or industrial disputes (whether or not involving our workforce), accident or any other cause beyond our control, we shall be entitled, at our absolute discretion, partially or totally, to suspend performance of the contract for a period equal to the delay caused by such events.

11.2 We shall in no way become liable for such failure to perform our obligations under the contract or for such a delay.

11.3 If the period for performance of the contract is extended as a result of such suspension by more than one month, the contract may be terminated (as regards to any components which have not undergone our services) by either party by written notice to the other.

11.4 Such termination shall be without prejudice to our rights to require you to take delivery of and/or collect any components and to pay for the services of your components which may have accrued to either party prior to the date of such termination.

11.5 Furthermore, if we are unable to meet the demands of all our customers as a result of any such event, we may allocate the available capacity for services of components to customers as we in our absolute discretion consider fair and without incurring any liability whatsoever to any customer of ours.

12.1 Unless otherwise agreed in writing by us, payment in full of all sums due under the contract shall be made in British Pounds (or such other currency as we may specify) within 30 days following the date of notification to you that our services have been completed, your collection of said components by you (or delivered by us to you either ourselves or via a third-party carrier) or the date on which you have been invoiced for such services completed.

12.2 Time for payment shall be of the essence. Without prejudice to our other rights and remedies, if you fail to pay the full sum of monies outstanding subject to Clause 12.1 above, interest shall be payable at the rate of 4% per annum above the Bank of England base rate and shall begin to accrue each day on all overdue payments (as well as before any judgement) from your payment due date.

12.3 Any payment due under the contract shall be made in full without any deduction whether by way of set off, counterclaim or otherwise unless otherwise agreed by us in writing or unless you have a valid court order requiring an amount equal to any such deduction to be paid by us to you.

12.4 Each contract shall be subject to us being satisfied as to your credit status both prior to, during the period of the contract, and afterwards. If we become dissatisfied with your credit status at any time, we may suspend performance of the contract without the release of components until you satisfy us your creditworthiness or give us such securities as we shall deem appropriate at the time.

13.1 You are reminded of the associated hazards and effects of our services, including (but not limited to) distortion, thread damage, over processing, chemical attack to base material, oven failure, mechanical damage during masking, electrical arcing during processing, embrittlement of high tensile steels and contamination of components in bulk processing. You hereby acknowledge the contract is entered into in full knowledge, awareness and deemed acceptance of such hazards and effects and agree to not hold us liable.

13.2 We warrant we will carry out our obligations under the contract with reasonable care and skill. All other conditions and warranties express or implied by statute common law or otherwise are hereby excluded and you agree to waive your rights under such conditions.

13.3 We shall not be liable in any event or any breach of the warranty given in Clause 13.2 above or for any breach of the contract or breach of statutory duty or tort (including but not limited to negligence) misrepresentation or otherwise including, without limitation, failure to provide matching between different batches or for any damage to or loss of components as a result of our services by us unless:

you check the quantity of components delivered/collected to or by you forthwith and notify us in writing of any alleged shortfall of, damage to, or incorrect services of the components within 7 days thereafter in the case of defects which are reasonably obvious on inspection;

you afford us a reasonable opportunity to inspect the components and if so, request you return the allegedly damaged components or components allegedly having incorrect services to us at our premises, at your expense for inspection to take place;

you have made no use of the components alleged to be damaged or the subject of allegedly incorrect services after you discover or ought reasonable to have discovered they were in such alleged condition;

the components have not been subjected to misuse or improperly or incorrectly stored after delivery/collection by you;

we didn’t notify you in writing your choice of service for your components would not give you the required protection you requested, or the protection we deemed necessary for your requests or you refused to undergo our suggested services, and/or chose another level of service in replacement thereof;

13.4 We shall be under no obligation to ensure any components are an exact match, or that one batch exactly matches another whether the colour or service are defined by reference to a sample or by description.

13.5 Where a colour or service is specified in the contract by reference to a sample or description, you shall accept as complying with the contract all components which are a commercial match with the same or correspond with the description, as the case may be, and are a commercial match with each other in accordance with the standard generally recognised by the industry.

13.6 In light of the great disparity between the value of the components undergoing services and the charge for services made by us, the liability for us for any breach of warranty and for any breach of contract or breach of statutory duty or tort (including but not limited to negligence) misrepresentation or otherwise is limited to the single value of our service charges for your components under contract and not the components themselves.

13.7 In relation to a potential breach of our warranty given, instead of refunding or waiving the fees or required charge for the services, we may opt to take such steps as to comply with the said warranty and thereupon, request to recomplete the services in contract and this shall be our only liability in respect of such breach of warranty.

13.8 We shall not under any circumstances be liable for loss of profit, loss of use, loss of business or loss of goodwill including (but not limited to) delay in delivery, or for any indirect or consequential loss, injury or damage of any kind whether caused by negligence or otherwise howsoever and whether or not such loss has been suffered by you or by some third-party to whom you may be liable and whether or not such loss has been caused by reason of the components infringing any patent, registered or unregistered design, copyright, trade mark or service mark owned by a third-party.

13.9 Components are and remain at all times whilst at our premises at the entire risk of you who shall be responsible for affecting and maintaining your own insurance cover in relation hereto, it being hereby acknowledged by you that the charges from us do not include insurance.

13.10 Nothing in these terms shall purport to exclude or restrict our liability for fraudulent misrepresentation or for the death or personal injury resulting from our negligence.

14.1 You shall agree to indemnify and keep us indemnified in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses on an indemnity basis) awarded against , suffered, incurred or paid by us as a result of or in connection with:

any claim that the components infringe any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any third-party;

any claim threatened or made again us in respect of any liability, loss, damage, cost or expense sustained, incurred by our employees, agents, by any customer or third-party to the extent that such liability, loss, damage, cost or expense was caused by, related to or arises out of or in connection with your components;

any claim threatened or made against us by any third-party relating to or arising out of or alleged to relate to or arise out of the services on your components;

any breach by you of any of these terms;

any act or omission of you, your employees, agents, customers, or sub-contractors in delivering/collecting your components;

any inadequate condition of your components which are delivered directly to us from your third party supplier or yourself (including components not correctly protected from the elements or delivered without prior notification);

any damage caused to your components if they are left outside our premises due to an unnotified delivery of components either by yourself or your chosen third party suppliers;

any claims or demands made against us to the extent only that such claims or demands exceed our liability under these terms;

15.1 Any jigs or tools made by us for the purpose of the contract shall remain our property notwithstanding that the cost thereof may be included in whole or in part the price charged for our services.

15.2 All drawings and information relating to such tools and jigs remain our property and our copyright and you undertake you will not copy or make use of the same for the benefit of yourself or any third-party without our prior written consent.

16.1 We shall in respect of all sums due or owing from you under the contract or any other contract or account between you and us have a general lien on all components and property of yours in our possession (although services of your components or some of them may have already been paid for) and shall after the expirations of 14 days’ notice to you be entitled to dispose of such components and property as we deem fit and apply any and all proceeds towards any of your outstanding sums.

17.1 We are within our rights to charge you for the storage of your components if you have not collected or arranged to have collected any components within the timeframes detailed within your contract, these terms, any additional terms, or communications of agreement between both parties.

17.2 You agree to be liable for such storage charges and as such, any charges will be added to your existing sums owed, and either an updated invoice will be issued, or an additional invoice will be issued.

17.3 We reserve our rights to exercise Section 16 ‘Our lien rights’ in accordance with Clauses 17.1 and 17.2 above.

18.1 All specifications, drawings, technical descriptions and details of services (hereinafter called “information”) submitted with our quotation or supplied to you pursuant to the contract are supplied in confidence.

18.2 You shall keep the information confidential and shall not (except where required by law) disclose the same to any third-party without our written consent and shall use the same only for the purposes of the contract.

18.3 Nothing in this Section 18 shall prevent us from undertaking or offering to undertake for third-parties any work or services similar to or designed to achieve the same results as the work or services provided under this contract.

19.1 You cannot terminate the contract without written consent of from us.

19.2 We shall be entitled to terminate the contract or any other contract with you forthwith by notice without prejudice to any of our other rights:

if you (whether under the contract or any other contract between us and you) is overdue with any payment or commit any breach of contract which is uncapable of remedy or which of the same be capable of remedy if you fail to remedy within 7 days of our written notice to do so; or

if any distress or execution shall be levied on your assets or if you shall make an offer to make any arrangement or composition with creditors or commits an act of bankruptcy or if any petition or receiving order in bankruptcy or any administration order shall be presented or made against you or where you are a limited company and any resolution or petition to wind up the same (other than for purposes of reconstruction or amalgamation of a solvent company) shall be passed or an administration order made or if a receiver, manager, administrative receiver or administrator is appointed in respect of your assets and undertaking or any part thereof or if you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;

if we have reasonable doubts regarding your solvency.

19.3 We shall be without prejudice to our rights to terminate be entitled to suspend further services of your components under the contract or any other contract between you and us:

if any of the events mentioned in Clause 19.2 occur; or

if and to the extent that the value of components which have undergone services but are not paid for exceeds your limits deemed by us or not advised to you by us, and whether or not your payment is overdue.

19.4 Notwithstanding any termination or suspension with Clause 19.2 or 19.3 above, you shall pay us for all services done up to and including the date of suspension or termination and shall in addition indemnify us against any resulting loss, damage or expense incurred by us in connection with such suspension or termination including, without limitation, the cost of any materials, plant or tools used or intended to be used therefore and the cost of labour and other overheads including a percentage in respect of profit.

20.1 If at any time one or more of these terms (or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason in law, the same shall be deemed omitted therefrom and the validity and/or enforceability of the remaining provisions in these terms shall not in any way be affected or impaired thereby.

21.1 The rights and remedies of us under the contract shall not be diminished, waved or extinguished by the granting of any indulgence, forbearance or extension of time by us nor by the failure or delay by us in asserting or exercising any such rights or remedies.

22.1 The contract and these terms shall in all respects be construed in accordance with and be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

23.1 These terms were last updated on the 28th February 2022.

23.2 These terms were officially published on the 20th August 2020.