___Wilsonart Terms & Conditions
1 Definitions
1.1 'Buyer' means the person who buys or agrees to buy the goods from
the Seller.
1.2 'Conditions'means the terms and conditions of sale set out in this
document and any special terms and conditions agreed in writing by the
Seller.
1.3 'Delivery Date' means the date specified by the Seller when the
goods are to be delivered.
1.4 'Goods' means the articles which the Buyer agrees to buy from the
Seller.
1.5 'Price' means the price for the Goods excluding carriage, packing,
insurance and VAT unless otherwise specified.
1.6'Seller' means Wilsonart a Division of ITW Limited of Lambton Street
Industrial Estate ,Shildon ,County Durham DL4 1PX
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods
by the Seller to the Buyer to the exclusion of all other terms and conditions
including any terms or conditions which the Buyer may purport to apply
under any purchase order confirmation of order or similar document.
2.2 Our quotations are not offers for sale. There is no contract until
we confirm acceptance of your order in writing.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer
to
purchase Goods pursuant to these Conditions.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence
of the Buyer's acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and
conditions agreed between the parties) shall be inapplicable unless
agreed in writing by the Seller.
3 The Price and payment
3.1 The Price shall be the price set out on the face of the Sales Order
Acknowledgement. The Price is exclusive of VAT which shall be due at
the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Price and VAT shall be due within 30 days of the
month end of the date of the invoice. Time for payment shall be of the
essence.
3.3 Interest on overdue invoices shall accrue from the date when payment
becomes due from day to day until the date of payment at a rate of 8
% above HSBC Bank plc's base rate from time to time in force and shall
accrue at such a rate after as well as before any judgment.
3.4 The Seller reserves the right to require payment with order at any
time.
4 The Goods
The quantity and description of the Goods shall be as set out in the
Seller's Sales Order Acknowledgement.
5 Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery
correspond to the description or sample given by the Seller. All other
warranties conditions or terms relating to fitness for purpose, merchantability
or condition of the Goods and whether implied by statute or common law
or otherwise are excluded.
5.2 The Seller shall be under no liability whatever to the Buyer for
any indirect loss and/or expense (including loss of profit) suffered
by the Buyer arising out of a breach by the Seller of this contract.
5.3 In the event of any breach of this contract by the Seller the remedies
of the Buyer shall be limited to damages. Under no circumstances shall
the liability of the Seller exceed the Price of the Goods.
5.4 If goods supplied by us are shown to our satisfaction to be defective
through faulty materials or workmanship and if for this purpose at our
request goods are returned to us (in which case only will we bear the
expense of returning these goods), we undertake that we will either
(a) replace such goods at our expense or (b) credit you with the price
paid therefore. Our obligations under this clause shall
exclude and be adopted in place of any other Condition or warranty as
to the goods or their suitability or fitness for any particular purpose
whether express or implied by law or otherwise or any collateral warranty
whenever given unless in writing over the signature of one of
our Directors.
6 Delivery of the Goods (unless specified otherwise)
:
6.1 Delivery of the Goods shall be made to the Buyer's address in the
UK on the Delivery Date. The Buyer shall make all arrangements necessary
to take delivery of the Goods whenever they are tendered for delivery.
6.2 While everything reasonably possible will be done to adhere to delivery
dates promised, no penalty or liability for late delivery will be accepted
by us.
6.3 The Seller shall not be liable for any loss or damage whatever due
to failure by the Seller to deliver the Goods (or any of them) promptly
or at all.
6.4 Notwithstanding that the Seller may have delayed or failed to deliver
the Goods (or any of them) promptly the Buyer shall be bound to accept
delivery and to pay for the Goods in full provided that delivery shall
be tendered at any time within 1 month of the Delivery Date.
6.5 Exports shall be on an ex works basis, unless otherwise specified.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted Goods 7 days after
delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods
which are not in accordance with the contract.
8 Title and risk
8.1 The Goods shall be at the Buyer's risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall
not pass from the Seller until:
8.2:1 the Buyer shall have paid the Price plus VAT in full; and
8.2:2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with
clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary
basis as bailee for the Seller. The Buyer shall store the Goods (at
no cost to the Seller) separately from all other goods in its possession
and marked in such a way that they are clearly identified as the Seller's
property.
8.4 Notwithstanding that the Goods (or any of them) remain the property
of the Seller the Buyer may sell or use the Goods in the ordinary course
of the Buyer's business at full market value for the account of the
Seller. Any such sale or dealing shall be a sale or use of the Seller's
property by the Buyer on the Buyer's own behalf and the Buyer shall
deal as principal when making such sales or dealings.
8.5 The Seller shall be entitled to recover the Price (plus VAT)
notwithstanding that property in any of the Goods has not passed from
the Seller.
8.6 Until such time as property in the Goods passes from the Seller
the
Buyer shall upon request deliver up such of the Goods as have not ceased
to be in existence or resold to the Seller. If the Buyer fails to do
so the Seller may enter upon any premises owned occupied or controlled
by the Buyer where the Goods are situated and repossess the Goods. On
the making of such request the rights of the Buyer pursuant to this
Agreement shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security
for any indebtedness any of the Goods which are the property of the
Seller. Without prejudice to the other rights of the Seller, if the
Buyer does so all sums whatever owing by the Buyer to the Seller shall
forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the Goods to the full Price
against 'all risks' to the reasonable satisfaction of the Seller until
the date that property in the Goods passes from the Seller, and shall
whenever requested by the Seller produce a copy of the policy of insurance.
Without prejudice to the other rights of the Seller, if the Buyer fails
to do so all sums whatever owing by the Buyer to the Seller shall forthwith
become due and payable.
8.9 The specification[s] and design[s] of the Goods (including the copyright,
design right or other intellectual property in them) shall as between
the parties be the property of the Seller. Where any designs or specifications
have been supplied by the Buyer for manufacture by or to the order of
the Seller then the Buyer warrants that the use of those designs or
specifications for the manufacture, processing, assembly or supply of
the Goods shall not infringe the rights of any third party, and shall
keep the Seller indemnified accordingly.
9 Miscellaneous
9.1 Where the Buyer accepts or has been deemed to have accepted any
Goods then the Seller shall have no liability whatever to the Buyer
in respect of those Goods in particular the Seller shall not be liable
to the Buyer for late delivery or short delivery of the Goods.
9.2 If the Buyer fails to make payment for the Goods in accordance with
this contract of sale or commits any other breach of this contract of
sale or if any distress or execution shall be levied upon any of the
Buyer's goods or if the Buyer offers to make any arrangement with its
creditors or commits an act of bankruptcy or if any petition in bankruptcy
is presented against the Buyer or the Buyer is unable to pay its debts
as they fall due or if being a limited company any resolution or petition
to wind up the Buyer (other than for the purpose of amalgamation or
reconstruction without insolvency) shall be passed or presented or if
a receiver administrator administrative receiver or manager shall be
appointed over the whole or any part of the Buyer's business or assets
or if the Buyer shall suffer any analogous
proceedings under foreign law all sums outstanding in respect of the
Goods shall become payable immediately. The Seller may in its absolute
discretion and without prejudice to any other rights which it may have:
9.2.1 suspend all future deliveries of Goods to the Buyer and/or terminate
the contract without liability upon its part; and/or
9.2.2 exercise any of its rights pursuant to clause 8.
9.3 The Buyer may not withhold payment of any invoice or other amount
due to the Seller by reason of any right of set-off or counterclaim
which the Buyer may have or allege to have or for any reason whatever.
9.4 Any notice required to be served pursuant to this contract of sale
shall be in writing and served by first class post or by hand on the
Seller at Lambton Street Industrial Estate , Shildon County Durham or
such other address as the Seller may from time to time notify to the
Buyer and on the Buyer at the Buyer's registered office or principal
place of business.
9.5 The Seller shall be entitled to a general lien on all goods of the
Buyer in the Seller's possession (including goods of the Buyer which
have been paid for) for the unpaid price of all goods sold to the Buyer
by the Seller under this or any other contract.
9.6 For the avoidance of doubt please be aware that it is the Seller's
policy to run periodic credit checks on all customers.
9.7 The Seller shall not be liable to the Buyer or in breach of contract
where performance of its obligations is prevented, frustrated or impeded
as a result of any act of God, war, or civil disturbance, strikes or
other industrial action, government or other authority, laws, regulations
or orders, national emergencies, lockout, fire flood, draught tempest,
import or export restrictions, power failure, difficulty in obtaining
materials or Goods or any other cause beyond the control of the Company.
9.8 The Seller reserves the right to make a charge for the provision
or
modification of tooling.
9.9 For the avoidance of doubt unless otherwise agreed all tools or
dies remain the property of the Seller.
10 Proper law of contract
This contract is subject to the law of England and Wales and the parties
submit to the non-exclusive jurisdiction of the Courts of England and
Wales.