Supplier Terms
Farwinger Limited - terms of purchase - version 1 - 6 November 2026
Who we are. Farwinger Limited, registered in England and Wales, company number 16047814, registered office Bradford Court Business Centre, 123-131 Bradford Street, Digbeth, Birmingham B12 0NS. In these terms "we" and "us" means Farwinger Limited, and "you" means the business we are buying from.
These are the terms we buy on. They are short on purpose, and most of it is what a good workshop does anyway: make what was agreed, to the standard agreed, by the date agreed, and keep our work to yourself. If something here does not work for you, tell us before you start and we will talk about it.
1. When these terms apply
1.1 These terms apply to every order we place with you, whether by purchase order, email or order schedule, that refers to them.
1.2 You accept an order, and these terms, when you confirm it or when you start work on it, whichever comes first.
1.3 Your own terms do not apply, even if they appear on a quotation, acknowledgement, delivery note or invoice. Where our order follows your quotation, we are buying at your quoted price and description, on these terms.
1.4 If the order itself says something different from these terms, the order wins on that point. If we have signed a master services agreement with you, that agreement wins over these terms. If we have a confidentiality agreement with you, it carries on alongside these terms, and whichever gives more protection to confidential information applies.
1.5 The version of these terms that applies to an order is the version published on the date of that order. Earlier versions stay available on this page.
2. What you make for us
2.1 You will supply exactly what the order describes: the item, quantity, materials, finish, dimensions and tolerances, together with any drawings or specification we send with it.
2.2 Everything you supply must be well made, of satisfactory quality, free from defects in materials and workmanship, and fit for any purpose stated in the order.
2.3 Please do not change a material, method, finish or the source of a part without our written agreement, even if you think the change is equivalent.
2.4 If something in a drawing or specification looks wrong, or will not work as drawn, tell us before you make it.
3. The master sample
3.1 Where the order asks for a sample, you make one (or we supply one) before production starts. Nothing beyond the sample is made until we have approved it in writing.
3.2 Once approved, the sample is the master sample. We give it a reference, record it with dated photographs and measurements, and keep it; you may keep a matching counter-sample. The order is then a sale by sample: everything you deliver must match the master sample in quality, finish, colour and dimensions, within the tolerances on the order.
3.3 Natural materials vary. Variation in grain, figure and tone within the range shown by the master sample is not a defect.
3.4 If we do not approve a sample, you may make a second one. If we do not approve the second, either of us may cancel the order. We pay for samples only where the order says we will.
3.5 Any change after approval needs a new approved sample.
4. Inspection and acceptance
4.1 We inspect every delivery against the order and the master sample before we pay. We will do this within 10 working days of delivery. Where goods are delivered direct to our customer, we will tell you of any problem within 5 working days of hearing about it from them, and in any event within 30 days of delivery.
4.2 Goods are accepted when we confirm it in writing, or when the inspection period ends without our raising a problem.
4.3 We may reject anything that does not match the order or the master sample, even if the difference is small. We may reject a whole delivery where the problem affects enough items that sorting them is not practical, or where our customer rejects the whole.
4.4 For anything we reject, at our choice you will either replace or repair it, at your cost and including delivery, by a date we agree with you, or refund what we have paid for it. Please collect rejected goods at your cost within 10 working days of our notice; otherwise we may return them to you at your cost.
4.5 Acceptance does not stop us raising a defect that could not reasonably have been found on inspection, as long as we tell you within 12 months of delivery.
5. Delivery
5.1 Deliver on the date and to the address in the order, well packed, with a delivery note quoting our order reference. Unless we ask otherwise, do not put your own branding, prices or marketing in or on the delivery.
5.2 Tell us as soon as you think you may be late, with the new date. Telling us early does not move the date, but it often lets us save the job.
5.3 Where the order says the delivery date is of the essence, that date is a condition of the order. If you miss it, we may cancel all or part of the order without paying for goods that are late or undelivered, and clause 6 applies.
5.4 Where the order does not say so and you are late, we may give you written notice setting a reasonable final date. That date is then of the essence.
5.5 Please do not deliver early or in parts unless we agree.
5.6 If we cause a delay (late drawings, a late decision on a sample, or a change we ask for), the delivery date moves by the time we caused.
6. When lateness or a defect costs us our customer's order
6.1 Much of what we buy goes into a job for our own customer, on their deadline and to their standard, and their terms often let them cancel, reject or charge us if what we deliver is late or not right. If that happens because your delivery was late, or because your goods did not match the order or the master sample, you will cover the loss we actually suffer as a result.
6.2 That loss means: any charge, deduction or delay payment our customer makes us pay; the money we lose when our customer cancels or rejects, less any costs we save; and the reasonable extra cost of putting things right, such as buying replacements elsewhere or paying for faster delivery.
6.3 Your total liability under this clause for any one order is capped at the price of that order, unless the order states a different figure. This is in addition to refunding anything we have paid for goods we reject or that never arrive.
6.4 Where our customer's terms set a fixed charge for each day of delay, the order may state a daily delay charge passed on to you, at the same rate or lower. It counts towards the cap.
6.5 We will show you reasonable evidence of the loss: our customer's notice, the charge, and the figures. We may remove our customer's name and details from it.
6.6 You are not liable under this clause for a delay we caused, or for an event outside your reasonable control under clause 12. In that case we may still cancel the late goods without paying for them.
6.7 We will take reasonable steps to keep the loss down, including asking our customer for more time where that is realistic.
6.8 We may set off anything you owe us under these terms against anything we owe you.
7. Price and payment
7.1 The price is the price on the order. It is fixed, and it includes packing and delivery to the address on the order, unless the order says otherwise. No extra charge applies unless we have agreed it in writing first.
7.2 The price on the order is the total we pay, including any VAT, unless the order states the price "plus VAT".
7.3 Please invoice after delivery, quoting our order reference.
7.4 We pay within 30 days of the later of acceptance under clause 4 and our receiving a correct invoice. Any deposit is stated on the order.
7.5 If we reject goods, or cancel them under clause 5.3, 6.6 or 12, any deposit or payment for them is refunded to us within 14 days.
7.6 If we dispute part of an invoice, we pay the undisputed part on time.
8. Our designs and our customers
8.1 Drawings, designs, models, specifications, samples, artwork and instructions we give you belong to us or to our customer. You may use them only to fulfil our order.
8.2 You may not make, sell or quote anything made from our designs, or substantially the same, for anyone else. Please do not show our work in a portfolio, on social media or on your website without our written agreement.
8.3 Anything you make specifically for our order from our designs (patterns, moulds, jigs, templates, tooling, digital files and the master sample) belongs to us once we have paid for it, or once the order is paid where its cost is in the price. You assign to us any rights you have in it, and you will sign anything we reasonably need to confirm that. Until we collect it, keep it safe, use it only for our orders, and hand it over when we ask.
8.4 Your own methods, equipment, know-how, and anything you had before our order, stay yours.
8.5 While an order is running and for 12 months after it, please do not approach any customer of ours that you learn about through our work, to offer them the same or similar work. If our customer contacts you directly, please refer them back to us. Otherwise you are free to work for whoever you like.
9. Confidentiality
9.1 Keep everything about our orders confidential, including drawings, specifications, prices, quantities, delivery addresses and the identity of our customers. Share it only with the people in your business who need it, and make sure they treat it the same way.
9.2 This does not cover anything already public, anything you knew before we told you, anything you work out yourself without our material, or anything the law or a regulator requires you to disclose.
9.3 This clause lasts for three years after our last order with you. If we ask, you will return or delete our material and confirm you have done so; you may keep one copy in your ordinary business records.
10. Ownership and risk
10.1 The goods become ours when they are delivered, or earlier if we pay for them before delivery.
10.2 Where we pay in advance, the goods and materials for our order become ours as we pay for them. Keep them separate from your other stock and marked as ours.
10.3 The goods are at your risk until they are delivered and unloaded at the address on the order. Rejected goods are at your risk from the date of our notice.
11. Insurance
11.1 Please keep public and products liability insurance of at least £1 million for any one claim, or any higher figure the order states (usually where you work on site), and employers' liability insurance as the law requires. Show us your certificate if we ask.
12. Events outside anyone's control
12.1 Neither of us is liable for a delay or failure caused by something genuinely outside our reasonable control, such as fire, flood, storm, or the failure of a public utility or transport network. A shortage of staff, materials or money is not one of those events.
12.2 Tell us promptly if one happens, and what you are doing about it. We may cancel any goods affected without paying for them, and we pay for what has been delivered and accepted.
13. Limits on liability
13.1 Neither of us is liable to the other for loss of profit or for indirect loss, except as clause 6 sets out.
13.2 Our total liability to you under an order is limited to the price of that order.
13.3 The cap in clause 6.3 does not apply to a breach of clause 8 or 9, or to claims by other people for injury or damage caused by your goods.
13.4 Nothing in these terms limits either of our liability for death or personal injury caused by negligence, for fraud, or for anything else that the law does not allow to be limited.
14. Cancelling an order
14.1 We may cancel an order before it is complete for any reason by telling you in writing. If we do, and it is not because of something you have done, we pay for the work properly done and the materials bought for our order that you cannot reasonably use elsewhere, up to the order price.
14.2 We may cancel straight away if you seriously break these terms and do not put it right within 7 days of our written notice, or if you become insolvent.
15. General
15.1 Please do not subcontract a substantial part of the work without our written agreement, which we will not unreasonably refuse. You remain responsible for anyone you use.
15.2 An order can only be changed in writing; email is fine.
15.3 Neither of us may transfer an order to someone else without the other's written agreement.
15.4 Nobody else has the right to enforce these terms.
15.5 If we do not enforce a term straight away, we can still enforce it later. If a court finds any part of these terms unenforceable, the rest still applies.
15.6 Notices go by email: to us at procurement@farwinger.com, and to you at the address you use for the order.
15.7 We may update these terms from time to time. An update applies only to orders placed after it is published.
16. Law
These terms, and any dispute about them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Before either of us goes to court, we will both try for 14 days to settle the matter between us.
Questions about these terms: procurement@farwinger.com.