- 'Buyer' means the person who buys or agrees to buy the goods from the Seller.
- '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.
- 'Delivery Date' means the date specified by the Seller when the goods are to be delivered.
- 'Goods' means the articles which the Buyer agrees to buy from the Seller.
- 'Price' means the price for the Goods excluding carriage, packing, insurance and VAT unless otherwise specified.
- 'Seller' means WILSONART LIMITED a division of ITW Limited of Lambton Street Industrial Estate, Shildon, County Durham DL4 1PX
2. CONDITIONS APPLICABLE
- 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.
- Our quotations are not offers for sale. There is no contract until we confirm acceptance of your order in writing.
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
- 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
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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)
- 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.
- 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.
- 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.
- 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.
- Exports shall be on an ex works basis, unless otherwise specified.
7. ACCEPTANCE OF THE GOODS
- The Buyer shall be deemed to have accepted Goods 7 days after delivery to the Buyer.
- After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. TITLE AND RISK
- The Goods shall be at the Buyer's risk as from delivery.
- In spite of delivery having been made title and property in the Goods shall not pass from the Seller until:
- The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of the risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid.
- Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.
- 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. After giving reasonable notice, the Seller may enter upon any premises owned, occupied or controlled by the Buyer to verify that this has been done.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 within the meaning of section 123 of the Insolvency Act 1986 or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or in the Seller’s reasonable opinion the Buyer’s capability to fulfil its obligations under the contract has been placed in jeopardy 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:
- Suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or
- Exercise any of its rights pursuant to clause 8.
- 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.
- 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.
- 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.
- For the avoidance of doubt please be aware that it is the Seller's policy to run periodic credit checks on all customers.
- 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.
- The Seller reserves the right to make a charge for the provision or modification of tooling.
- For the avoidance of doubt unless otherwise agreed all tools or dies remain the property of the Seller.
- The invalidity, unenforceability or illegality of any provision (or part of a provision) of these terms and conditions under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted the provision shall apply with whatever modification as is necessary to give effect to the commercial intention of the parties.
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.
- Neither this Web site nor any element thereof, including without limitations, text, graphics, images, or other materials, may be copied, repurposed, uploaded, posted, transmitted, or redistributed, except that you may download one copy of such materials to your individual computer for your personal, noncommercial use only (which also excludes any use by any governmental, educational, charitable, or other institutional use that is not strictly a personal use by you), provided that all copyright and other proprietary notices appearing on such materials must be preserved without alteration, modification, or obfuscation. With respect to any software downloaded by you from the Web site, such software, and all elements thereof, are licensed to you by Wilsonart Limited, for your personal use only. You may not modify or prepare derivative works based upon the Web site, or any element thereof, and you may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise attempt to access the source code to any software downloaded from the Web site.
- All right, title, and interest in and to this Web site is owned by Wilsonart Limited The Web site is protected by United Kingdom copyright law and international treaty provisions, including without limitation the Berne Convention. All trademarks, service marks, and trade names are proprietary to Wilsonart Limited. All rights not expressly licensed hereunder are reserved by Wilsonart Limited.
- The Web site and all elements thereof are provided on an “as is” basis without warranty of any kind, express, or implied. Wilsonart Limited. disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, or noninfringement. Wilsonart Limited does not warrant that the Web site will operate or perform in a manner that is uninterrupted or error-free, or that the Web site or host server will be maintained free of viruses or other harmful code. Wilsonart Limited makes no warranties that the attached infor-mation presented on the Web site is current, up-to-date, or accurate. Some states and jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. The foregoing shall be enforceable to the maximum extent permitted by applicable law.
- Under no circumstances and regardless of legal theory, whether in tort, contract, or otherwise, will Wilsonart Limited be liable to you or any other party for any indirect, special, incidental, reliance, or consequential damages, however caused, and regardless of character, including without limitation, any damages relating to lost data, computer failure or malfunctioning, or otherwise. Some states and jurisdictions do not allow the limitation of liability for consequential or indirect damages, so the foregoing limitation may not apply to you. The foregoing shall be enforceable to the maximum extent permitted by applicable law. You agree to this allocation of risk in relation to your use of the Web site.
- This Web site is presented by Wilsonart Limited from within the United Kingdom. Wilsonart Limited makes no representation that materials in the Web site are appropriate or available for use in locations outside the United Kingdom. Neither the Web site, nor any underlying information or technology may be downloaded or otherwise exported or re-exported into, or to a national or resident of, any country to which the United Kingdom has embargoed goods (for example, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria) .By downloading or using any element of the Web site, you are agreeing to the foregoing and you are certifying that you are not located in, under the control of, or a national or resident of any such country or any such list. In addition, you are responsible for complying with any and all local laws in your jurisdiction which may impact your right to use the Web site.
- Wilsonart will comply with applicable law regarding privacy rights in all material respects, and will review and update this policy from time to time as deemed appropriate without notice. Further, nothing in this policy is intended to alter or modify any current internal policies or practices of Wilsonart with respect to its current, former or prospective employees.
If you have any questions about this information, the practices of this site, or your dealings with this website, you may:
- send e-mail to firstname.lastname@example.org
- send mail to the following postal address:
Lambton Street Industrial Estate
Shildon, County Durham DL4 1PX
Wilsonart will comply with applicable law regarding privacy rights in all material respects, and will review and update this policy from time to time as deemed appropriate without notice. Further, nothing in this policy is intended to alter or modify any current internal policies or practices of Wilsonart with respect to its current, former or prospective employees.