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1.1. These conditions supersede any conditions proposed by the Customer and may not be varied without the written
consent of Wallgate Ltd (the Company).
2.1. Quotations whether written or oral submitted by the Company shall be subject to variation unless accepted
within 28 days.
2.2. Acceptance of an order, whether pursuant to a Quotation or not, is at the Company’s discretion and credit
account applications may be subject to satisfactory credit references.
3.1. Lead times quoted by the Company for delivery of the goods or performance of any service is an estimate
only and time for delivery shall not be made of the essence by notice. Unless otherwise agreed in writing
by the Company, delivery of the goods shall take place at the Company’s place of business.
4.1. Further to 2.1 above for orders placed within the quoted validity period the actual price charged to the
customer will be that quoted by the Company. Orders placed outside the validity period may be subject to change.
4.2. The price for the goods shall be exclusive of any value added tax and all costs and charges in relation to
packaging, loading, unloading, carriage and insurance, all of which amount the customer shall pay in addition
when it is due to pay for the goods.
5.1. Payment will be on a pro-forma basis unless credit terms have been agreed in writing between the Company
and the Customer.
5.2. Payment for the price for the goods is due no later than 30 days of the delivery of the goods.
5.3. In the event of default in payment by the Customer the Company shall be entitled without prejudice to any
other remedy suspend all further delivery of goods and to charge interest at the rate of 2% per month on a daily
basis from the date of invoice to the date of final settlement as well as after as before any judgement.
5.4. No payment shall be deemed to have been received until the Company has received cleared funds.
5.5 All payments payable to the Company under the Contract shall become due immediately on its termination
despite any other provision to the contrary.
6.1. For bespoke work, the customer will be invoiced for any work carried out or parts ordered prior to
cancellation on a labour and materials basis. This may also apply (at the Company’s discretion) to work done
on the modification of standard products by the addition of options.
6.2. Goods manufactured for bespoke work, once delivered may not be returned.
6.3. Standard products once delivered may not be returned unless authorisation has been given by the Company
and provided that the following conditions are satisfied: goods will only be accepted if they are brand new
and in unused condition including unbroken packaging; goods will only be accepted within 3 weeks of delivery;
in every case a minimum restocking charge of 15% of invoice will be made; goods will be subject to inspection
and testing before any credit note is issued which may add further charges for any remedial repairs.
7.1. Liability cannot be accepted for delays or for the non-execution of the Contract either in whole or in
part due to causes beyond the Company's control.
7.2. Any contract completion date is subject to the Company receiving all necessary instructions and to
receiving all necessary equipment from their Suppliers and to compliance by the Customer with all these conditions.
8.1. Ownership of the goods shall not pass to the Buyer until the Company has received in full (in cash or
cleared funds) all sums due to it in respect of the goods: and all other sums which are or which become due to the
Company from the Buyer on any account. Until ownership of the goods has passed to the Customer, the customer shall:
a) hold the goods on a fiduciary basis as the Company’s bailee;
b) store the goods (at no cost to the Company) separately from all other goods for the Customer or any third
party in such a way that they remain readily identifiable as the Company’s property;
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
d) maintain the goods in a satisfactory condition and keep them insured on the Company’s behalf for their full
price against all risks, to the reasonable satisfaction of the Company.
On request the Customer shall produce the policy of insurance to the Company.
8.2. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any
premises where the goods are, or may be stored in order to inspect them, or, where the Customer’s right to possession
has terminated to recover them.
8.3. The Customer may resell the goods before ownership has passed to it solely on the following conditions:
a) any sale shall be effected in the ordinary course of the Customer’s business at full market value: and
b) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the customer
shall act as agent to the Seller when making such a sale. The Customer shall pay such proceeds of sale to a separate
account or otherwise ensure that all such proceeds of sale are kept by or on behalf of the Company in a separate
and identifiable form. The Customer shall not pay the proceeds of the sale into any bank account which is overdrawn.
9.1. The Company shall not be bound by any oral condition warranty or representation made or given on its behalf
unless confirmed in writing and in the absence of any written confirmation these conditions shall form the entire
Contract between the Company and the Customer.
9.2. Customer contributions to bespoke tooling entitles the Customer to ownership of patterns normally kept
at the Company’s site until the end of projects for mould maintenance. The intellectual property rights of
all design work and drawings, special tools, jigs and moulds used in the production of bespoke products belongs
to the Company, will not be deemed deliverables as part of the Contract and will remain the property of the Company.
9.3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied
by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the contract.
9.4. The Company shall not be liable for any failure to meet such estimates nor for any loss whether financial
or otherwise resulting directly or indirectly thereon. Time is not and shall not be of the essence in relation to
this clause.
9.5 The Company shall have the option (without prejudice to any of its other rights against the Customer) by
notice in writing to the Customer to rescind any Contract between the Company and the Customer to suspend delivery
in the following events: should any sum owing by the Customer to the Company be overdue whether under the same or any
other contract; should the Customer be in breach of any term of the same or any other Contract with the Company; should
the Customer enter into any composition or arrangement with or for the benefit of his creditors, having a receiving
order in bankruptcy made against him or (if a corporate body) should it have a resolution passed or petition to wind up
its business (other than for the purpose of amalgamation or reconstruction) or if a receiver or administrator or
administrative receiver be appointed of its undertaking, property or assets or any part thereof or if any cheque
or bill of exchange given by the Customer shall be refused payment for whatever reason by the Customer's bankers.
9.6 Nothing in these Conditions excludes or limits the liability of the Company:
a) death or personal injury caused by the Company's negligence or,
b) under Section 2(3), Consumer Protection Act 1987, or
c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability, or
d) for fraudulent misrepresentation
9.7 The Company’s total liability at contract, (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise arising in connection with the performance or contemplated performance of the contract
shall be limited to the total price of the goods. The Company shall not be liable to the Customer for loss of
profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any
claims for consequential compensation whatsoever (however caused) which arise out of any connection with the contract.
10.1. When goods are manufactured by the Company in accordance with the Customer’s specifications, the Customer
shall indemnify the Company against all costs, claims and expenses incurred by the Company in respect of the
infringement or alleged infringement by such goods of any patents registered designs or other rights belonging to
third parties.
11.1. Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer
the benefit of any warranty or guarantee given to the Company.
11.2. The Company warrants that (subject to the other provisions of these conditions) on delivery, and for a period
of 12 months from the date of delivery, the Goods shall be of satisfactory quality within the meaning of the Sale
of Goods Act 1979.
11.3 The Company shall not be liable for a breach of the warranty in condition 1.1 unless:
a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in
transit to the carrier, within 3 days of delivery or deemed delivery; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer
(if asked to do so by the Company) returns such Goods to the Company's place of business.
11.4 The Company shall not be liable for a breach of the warranty in condition 1.1 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
11.5 Subject to condition 1.3 and condition 1.4, if any of the Goods do not conform with the warranty in condition
1.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such
Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's
expense, return the Goods or the part of such Goods which is defective to the Company.
11.6 If the Company complies with condition 1.5 it shall have no further liability for a breach of the warranty in
condition 1.1 in respect of such Goods.
11.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on
these terms for the unexpired portion of the 12 month period.
12.1. In addition to any right of lien to which Wallgate may be law entitled, the Company shall (in the event of
the Customer's insolvency) be entitled to a general lien on all goods of the Customer in the Company's possession
(although such goods or some of them may have been paid for) any sums due to the Company whether invoiced or not,
under the same or any other Contract.
13.1. In the case of works done by the Company on the premises of the Customer or the Customer's buyer the
Customer warrants to the Company that it will provide a safe system of working at the said premises. The Customer
will arrange access to the premises at such times as shall reasonably be required by the Company.
13.2. The Customer (and his buyer if applicable) are fully and effectually insured against all loss resulting
from any negligence on the part of the Customer or his buyer and indemnify the Company to that effect.
14.1. This contract is subject to variation by the Company owing to any Act of God, war strikes, government
regulations, or orders national emergencies, lock-outs, floods fire, drought, tempest, or any other cause (whether
or not of a like nature) beyond the control of the Company or owing to any inability by the Company to procure
materials or articles required for the performance of the contract and the Company shall not be held responsible
for any inability to deliver caused by any such contingency.
15.1. The formation, existence, construction, performance, validity and all aspects of the Contract shall be
governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16.1. The parties to the Contract do not intend that any terms of the Contract shall be enforceable by virtue of
the Contracts (Rights of Third Parties) Act 1999 by any person that is not party to it.
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