WELDIT LLP ("the Seller")
Terms and Conditions of Sale
By giving us your order you accept our terms and conditions
(a) All quotations given and all orders are accepted only upon these Terms and Conditions of Sale ("the Conditions") unless expressly agreed otherwise in writing. Unless previously withdrawn, Seller's quotation expires twenty eight (28) days after the date thereof.
(b) No quotation given is an offer of sale capable of acceptance so as to create a binding contract.
(c) All orders placed with Seller require its acceptance in writing before any contract arises. Each accepted order shall constitute an entire and separate contract to which these Conditions shall apply.
(a) Goods will be invoiced at the prices ruling at the date of despatch. Seller reserves the right to increase the price without notice, to the extent that the cost to Seller of producing or procuring the goods has increased. If such variation occurs during the currency of any order the price of the undespatched portion of the order at the date of such variation in price shall be adjusted accordingly.
(a) Where buyer has a credit account, unless otherwise specified, accounts are due for payment 30 days from end of month All payments shall be made without any deduction or set-off whatsoever. Prices quoted are exclusive of V.A.T.
(b) If any payment is overdue, Seller reserves the right to suspend any further deliveries and to charge interest on the amount due as well as before judgement on a daily basis at the monthly rate of 2% of the overdue amount until the amount due (including interest) is paid.
(c) Seller reserves the right at any time to demand full or partial payment before proceeding or proceeding further with an order.
(a) Any delivery date or period specified by Seller is an estimate only and is not of the essence of the contract. Seller shall not be liable for any loss or damage (including consequential loss) howsoever sustained by Buyer as a result of failure to deliver or mis deliver or delay on such date of within such period.
The buyer cannot cancel order/delivery if notice is not given in writing after the goods have been manufactured or despatched
You will not be able to cancel an order if the goods have been manufactured to your specifications or are personalised to you
If you accept delivery of the goods after any estimated delivery time, delivery will be deemed to have been punctual and you agree that you will have no claim against us for any delay, any claim for indirect or consequential loss
We reserve the right to pass on to you any unforeseen additional costs we incur when trying to deliver the goods and or perform the services
We may decline to deliver the goods if we or our carriers believe that it would be unsafe,unlawful or unreasonably difficult to do so or the premises (or access to them) are unsuitable for our vehicle
We reserve the right to recover or charge any excess costs involved in re delivery or storage of goods in the case of the above condition
(b) Unless otherwise agreed goods shall be delivered to Buyer carriage paid by road transport or by rail at goods rate.
(c) Buyer shall supply Seller with all details necessary to allow Seller to make delivery and shall accept delivery whenever Seller proffers delivery.
(d) Seller reserves the right to make delivery by instalments unless otherwise agreed and these Conditions shall apply (mutatis mutandis) to each instalment delivery.
(e) Unless otherwise stated, packing cases, pallets & cartons will be charged for. Packing returned in a serviceable condition, carriage paid to the Seller's works within 3 months, will be credited in full.
5. RISK AND TITLE
(a) Risk in the goods shall pass to Buyer upon delivery provided that where delivery is withheld or delayed by reason of any default of Buyer, risk shall pass to Buyer as such time that Seller would have delivered had such withholding or delay not occurred.The buyer should insure accordingly
(b) Title in the goods shall remain in Seller until such time as Seller shall have received payment in full therefore.
(c) Until such time as title passes to Buyer the Seller shall be entitled at any time to repossess and resell any or all of the goods and for such purpose the Seller shall have an irrevocable licence to enter upon any premises where the goods may be situate with such transport as may be necessary and Buyer shall render all reasonable assistance to Seller to enable Seller to so recover the goods.
(d) Until such time as title passes to Buyer, Buyer shall store the goods separately from those supplied by other parties and in such a manner as they can be clearly identified as the property of the Seller.
6. SHORTAGES, DAMAGES, AND/OR LOSSES IN TRANSIT
(a) Any claims by Buyer in relation to goods damaged upon delivery or for non-delivery must be made in writing to Seller; in the case of goods damaged upon delivery the claim must be made in writing with a separate notice to the carrier both within (TWO 2) days of delivery. In the case of non-delivery of a whole or part consignment a separate notice in writing must be given to the carrier concerned and a complete claim in writing made on the Seller both within ten (10) days of date of invoice.
(b) Where goods are accepted without being examined, the delivery note of the carrier concerned must be signed "not examined".
(c) The goods, the subject of any claim for damage, shall be preserved intact (including packing) for a period of fourteen (14) days from notification of the claim within which time Seller and carrier shall have the right to attend at Buyer's premises to investigate the claim.
(a) Seller warrants that the goods at any time of delivery shall be free from defects in design, workmanship and materials. If any goods do not conform to that warranty Seller will at its option (i) replace the goods found not to conform to the warranty; (ii) take such steps as Seller deems necessary to bring the goods into a state where they are free from such defects; or (iii) take back the goods found not to conform to the warranty and refund the appropriate part of the purchase price: PROVIDED THAT the liability of Seller shall in no event exceed the purchase price of the goods and performances of any one of the above options shall constitute an entire discharge of Seller's liability under this warranty.
(b) The foregoing warranty is conditional upon:
i. Buyer giving written notice to Seller of the alleged defect within ninety (90) days of the time when Buyer discovers or ought to have discovered the defect.
ii. Buyer affording Seller a reasonable opportunity to inspect the goods and, if so requested by Seller, returning the allegedly defective goods to Seller's works, carriage pre-paid (subject to refund in the event that the claim is found to be justified), for inspection to take place there.
iii. No repairs or alterations having been carried out to the goods without the prior written approval of Seller.
iv. The goods having been handled, stored, used and maintained properly and carefully and in accordance with any instructions issued by Seller; and
v. The goods being suited to the function for which they were used.
(c) The undertaking contained in paragraph (a) above does not apply to goods or any part thereof not manufactured by Seller nor to any finishes not applied by Seller.
(d) Save as provided above and as is reasonable in law, all conditions and warranties, express or implied, as to the quality, fitness for purpose, merchantability or durability are hereby expressly excluded.
(e) All recommendations and advice given by or on behalf of Seller to Buyer as to the methods of storing, applying or using the goods, the purpose to which the goods may be applied and the suitability of using the goods in any manufacturing process or in conjunction with any materials or for any other purpose are given without liability on the part of the Seller, its servants or agent.
(a) Seller shall not be liable to the Buyer by reason of any representation, or any express or implied warranty or condition for any consequential or indirect loss or damage (whether for loss of profit or other costs, expenses or other claims whatsoever and whether caused by the negligence of the Seller or otherwise) which arise out of or in connection with the supply of goods or their use by the Buyer, except as expressly provided by these conditions.
(b) Nothing herein shall affect the liability of Seller for death or personal injury caused by Seller's negligence.
(c) Further, nothing herein shall have effect of excluding or limiting liability under the Consumer Protection Act 1987 to a person who has suffered damage caused by defective goods or to a dependant relative of such person.
Liability is limited in damages to the price of the goods
9. THIRD PARTY CLAIMS
(a) Where goods are manufactured to the design, drawings, specification, instructions or materials of Buyer, Buyer will indemnify Seller against all loss, damage, costs and expenses whatsoever awarded against or incurred by Seller in connection with any claim or allegation (or paid or to be paid in settlement thereof) that the goods infringe the patent, copyright, design, trademark or other intellectual property right (including confidential information) of any third party, or that the goods do not comply with any legislation, regulation or requirement from time to time in force.
(b) Buyer shall indemnify Seller against all claims, losses, damages or expenses suffered or incurred by Seller as a result of any claim by a third party arising out of or in connection with the sale of goods.
10. TESTS AND INSPECTIONS
(a) Unless otherwise agreed in writing all testing and inspections specified by Buyer, implied by the order or customary to Seller's practice, shall be at Seller's works and shall be final.
11. FORCE MAJEURE
(a) Seller shall not be liable or responsible for any loss or damage caused by delay in the performance or non-performance of any of it obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller's reasonable control.
(b) Non-exhaustive illustrations of such circumstances would be act of God;(including but not limited to) war (whether declared or not); civil disturbance; requisitioning; governmental (UK or otherwise) regulations; strike, lock-out or industrial dispute (whether involving its own employees or those of any other person), difficulties in obtaining workman or materials including (but not limited to) fuel, breakdown of machinery or shortage of manufacturing facilities;accident;non-availability or delay of vessels or other transport,earthquakes,cyclones,storms,flooding,fire
Disease,fog,snow or frost also covering criminal acts such as theft and arson
(c) Should any such event occur Seller may cancel or initially suspend then cancel the contract without incurring any liability for any loss or damage thereby occasioned.
(d) Seller shall not be liable for any loss or damage whatsoever occasioned by such force majeure event.
(a) If Buyer shall default in or commit any breach of any of its obligations to Seller or if and distress or execution shall be levied on any of Buyer's property or if Buyer shall mark or offer to make any arrangement or composition with its creditors or if Buyer is a limited company any resolution or petition to wind up its business (except for the purposes of reconstruction or amalgamation) is presented or passed or a receiver or an administrator is appointed of such company's undertaking, property or assets or any part thereof or if Buyer is an individual, is the subject of a bankruptcy petition, then the Seller shall, without prejudice to any other right available to Seller be entitled forthwith on written notice to terminate any contract then subsisting with Buyer.
(b) In addition to the foregoing, Buyer shall indemnify Seller against all claims, demands, costs and liabilities of whatsoever nature including, without prejudice to the generality of the foregoing, claims for death, personal injury, damage to property and consequential loss (including loss of profits) which may be made against Seller or which Seller may pay, sustain or incur arising out of or in connection with any such breach.
(a) In the event any provision herein shall be held by any court or other body having jurisdiction to be unenforceable, illegal or otherwise invalid, it shall be deleted and the remaining provisions shall continue in full force and effect PROVIDED ALWAYS that if either party considers any such deletion affects the commercial arrangement between the parties it may give notice in writing to terminate the agreement.
(a) Buyer shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any other person whatsoever.
15. GOVERNING LAW
(a) The construction, validity and performance of these Conditions and any contract made hereunder shall be governed in all respects by English law and Buyer hereby submits to the jurisdiction of the English Courts.
16. EXPORT CONTRACTS
The following additional provisions will apply to any order for the sale of goods when goods are exported outside
the United Kingdom.
(a) Orders are accepted subject to Seller receiving any necessary export licences.
(b) Buyer shall be solely responsible for the payment of all import duties, charges and assessments and the obtaining of any necessary import licences in respect of the goods and Seller shall be under no liability whatsoever in respect of goods exported without the necessary import licences.
(c) Any term or expression which is defined by Incoterms (Edition 1990) shall have the same meaning in these Conditions, but if there is any conflict between Incoterms and these Conditions, the latter will prevail.
(d) Where goods are sold FOB Seller shall be under no obligation to give Buyer notice in accordance with Section 32(3) of the Sale of Goods Act 1979.
(e) All claims for damage or loss in transit must be made in accordance with the instructions of Seller's Insurance company, details of which are given on the insurance certificate with the applicable shipping documentation.
17. DATA PROTECTION
You agree that any personal data you provide to us can be passed to our credit insurer, credit reference agencies and
information providers, insurance companies, intermediaries and agents and they may keep a record of it and pass it to
their customers. The personal data will be used for credit risk assessment and insurance and other related purposes
and we may also receive personal data from sources other than you.