Terms & Conditions
TERMS AND CONDITIONS OF EQUIPMENT SALES – WILCOMATIC LTD
- 1. DEFINITIONS
The following terms are defined for the purpose of this contract. "The Company" shall mean Wilcomatic Ltd. The "Purchaser" shall mean the party who places an order on the Company. An "order" shall mean an order made in writing by the Purchaser's authorised representative.
- 2. GENERAL
Any contract for the supply or sale of goods or for the supply of work and materials entered into by “the Company” including all orders accepted by “us”, whether or not confirmed or acknowledged by “us” in writing shall incorporate and be subject to these conditions of sale, which can only be varied expressly and by mutual agreement in writing signed on “our” behalf by a Director. Any agreed waivers by “us” of any one condition does not constitute a permanent waiver and is in force for the duration of the contract only.
These conditions are the only conditions upon which we are prepared to deal with “you” and shall govern this contract to the entire exclusion of any other terms and conditions, promises, representations or implications. Your assent to these conditions of sale is established by either your agreement to our order confirmation/acknowledgement or by your acceptance on site of any goods shipped to “you” under this contract.
- 3. PRICES AND CREDIT
“The Company” reserves the right to revise quoted prices and charges in the event of any additional or incorrect instruction given by “the purchaser”. All prices are exclusive of any Value Added Tax, which is payable at the current rate.
- 4. PAYMENT
Payment, in the form of cleared funds, of 30% of the full invoice value inclusive of VAT is required at the time of order with a further 50% prior to any equipment delivery. The remaining 20% will be payable within 30 days upon receipt of a clear commissioning sheet.
Orders will only be processed upon receipt of the deposit of 30 % stipulated above and in the event that this payment is not made by “the Purchaser” “the Company” reserve the right to cancel the order in accordance with the Conditions of Cancellation detailed below.
If “the Purchaser” does not pay the deposit in accordance with the terms above, “the Company” will not be responsible for any delays in delivery and commissioning of the machine as a result of the delay in payment.
If “the Company” is ready to deliver the goods on the date agreed in accordance with the order and “the Purchaser” delays delivery or installation completion for any reason, “the Company” reserve the right to present invoices for full settlement in accordance with the payment terms above.
“The company” does not accept retention clauses or main contractor discount clauses.
If any payment is not made, we shall be entitled to withhold further deliveries until payment of such account is made and/or to cancel the order in respect of the whole or any part of the goods remaining undelivered. If any invoice is not paid when due, in addition to any legal rights of recovery, “you” agree to pay interest at a rate of 2% a month or part thereof.
- 5. ACCEPTANCE AND ALTERATION TO ORDERS
We reserve the right to change or modify at any time any product or any materials used in the manufacture of any goods. All orders are accepted subject to our latest Terms and Conditions of Sale. Any amendment to an order made after the order is placed must be done in writing. Telephone orders or amendments to orders are at your risk.
- 6. CANCELLATION/CUSTOMER DEFAULT EQUIPMENT AND PARTS
In the event that an order is cancelled, a cancellation fee base on the scale shown below of the price of the equipment will be charged.
Cancellation six weeks or more prior to originally agreed delivery date - 20%.
Cancellations up to 6 weeks prior to originally agreed delivery date - 40%.
If on the originally agreed delivery date acceptance of the goods is delayed for reasons outside our control the goods will be stored by “us” and “you” may be liable to pay reasonable storage charges for the period of delay, plus the cost of any additional handling and transportation incurred. Cancellation of an order shall entitle “the Company” to dispose of the goods in any manner we see fit.
- 7. CANCELLATION/CUSTOMER REFUSALS CHEMICALS
In the event that an order is cancelled, a cancellation fee based on the scale shown below will be charged.
Return Carriage Charge £30.00 minimum for the first 4 items then £5.00 extra per item thereafter in addition to a Restocking Charge of 25% of the original order value.
If on the originally agreed delivery date acceptance of the goods is delayed for reasons outside our control the goods will be stored by “us” and “you” may be liable to pay reasonable storage charges for the period of delay, plus the cost of any additional handling and transportation incurred. Cancellation of an order shall entitle “us” to dispose of the goods in any manner we see fit.
- 8. OWNERSHIP/TITLE
You hereby acknowledge that before entering into a contract for the purchase of goods from us, you have expressly represented and warranted that you are not insolvent and have not committed any act of bankruptcy or being a Company with Limited or Unlimited Liability, of no circumstances which would entitle any debenture holder or secured creditor to appoint a Receiver to petition the winding-up of a Company or exercise any rights over or against the Company's assets.
All goods supplied shall be at your risk from the moment of delivery but the legal and beneficial ownership of such goods shall remain with us until we have received payment in full for such goods. Until such receipt by us, you shall be bailee of the goods and you are licensed by us to use the goods for the purpose they are intended.
- 9. FORCE MAJEURE
If events beyond the control of either party (including without limitation to the generality of the foregoing words, force majeure, strikes, labour disputes, lockouts, trade disputes, shortages of energy, raw materials or supplies, severe weather and government action) prevent or hinder the manufacture/supply, delivery or acceptance of the goods, or in the case of stock items, we cannot deliver on account of stocks being exhausted, delivery may be suspended in whole or in part. Suspension shall continue as long as the circumstances so prevent or hinder. If such a suspension continues for longer than 90 days in respect of an order, either party shall have the option to terminate the contract with regard to such goods. Neither party shall be liable for any loss caused to the other party by such suspension or termination, except that where we have incurred expenditure due to the special nature of your order, for which we shall be reimbursed.
- 10. TRADE LITERATURE
All specifications, drawings, particulars of weights, shapes, descriptions and illustrations and other advertising material published by “us” are intended to present a general idea of the goods described therein. Unless agreed otherwise in writing, we reserve the right to alter all publications without notice and to deliver goods in variance to that published, provided that any differences do not make the goods unfit for the purpose they were intended.
- 11. DESIGN RIGHTS
Our offer of quotation and any subsequent contract may contain information for your secret and confidential use based on our design and development work and that of our technical collaborators. “You” are hereby bound not to disclose it to any third party without our consent in writing.
- 12. SUB-CONTRACTING
We are at liberty to employ sub-contractors of our choice on all or part of your order.
- 13. SITE PREPARATION
(a) The quoted sale price of your order for equipment includes for one site meeting between our installation representative and either yourselves and/or your contractors and architects. (b) It is the responsibility of the customer to obtain any necessary Planning Permission or Local Byelaw approval.
- 14. INSTALLATION
The price quoted is for installation on a site prepared in accordance with our drawings, where available, but does not include any cranes, forklifts etc., that may be required, due to low buildings, entrance or exit doorways requiring equipment to be assembled on site, (Drawings available upon request).
- 15. LIABILITIES AND WARRANTIES
(a) The price at which we offer to supply the goods to “you” is based upon the warranties given and liabilities accepted under this Clause. We are prepared to negotiate a different price if “you” require any variation of these warranties or extensions of the liability accepted by “us” under them.
(b) The goods which we offer to supply are designed for the purposes described in our current literature and are subject to limitations therein contained. No warranty is given that the goods are fit for any other purpose unless “you” give to us in writing details of that purpose and we expressly warrant “you” in writing.
(c) In the absence of any amending agreement, any goods or part of goods which within twelve months of the date of commissioning prove not to be of merchantable quality or not prove as safe as reasonably should be expected, we will examine such goods or parts and in the event of a fault due to defective workmanship or material being found, we will, whenever practicable, repair or replace without charge for the part and labour involved in its replacement. Where goods are delivered but not commissioned within 30 days of delivery, we reserve the right to adjust the warranty period accordingly.
(d) The Company's responsibility is limited to the terms of these conditions and shall not be held responsible for any third party loss, damage, injury or expense, contingent or resulting liability or other liability in any way arising through any defect in the Company's goods or any part or parts thereof and these conditions are in lieu of all expression implied conditions, warranties, guarantees whether statutory or otherwise, which are excluded and negated.
(e) 12 month warranty described in 14c will not apply
(i) where parts not manufactured, selected or recommended by “the Company” have been fitted to our products
(ii) if goods or parts sold or supplied have been altered or repaired otherwise than by “us” or with our consent
(iii) if the goods or parts sold or supplied have been used for any purpose for which they were not designed or have been rendered defective by your misuse or neglect or parts thereof have been subject to reasonable wear or tear.
(iv) if the goods or parts sold or supplied have been altered after leaving our premises and from which identification numbers or marks have been altered or removed.
(v) if goods or parts sold or supplied have been let out on hire or otherwise transferred from their original place of commissioning.
(vi) if goods or parts sold or supplied are part of the equipment illumination features
(f) In the event of your re-selling or otherwise passing on any goods supplied by “us” to any other party, “you” are wholly responsible for ensuring that all operating instructions, warnings or any other literature supplied to “you” is likewise passed on.
(g) We shall not be liable to “you” or others for any loss of profit or of contract or other direct, incidental, special indirect or consequential loss resultant from any of the above.
(h) Our decision is final and binding in respect of any claim or dispute arising on the above. After the expiration of 14 days from despatch of notification of “the Company's” decision, any goods or parts removed may be disposed of as we wish.
- 16. DELIVERY
The period given for delivery starts from the date the order is accepted. Each delivery shall be considered as a separate transaction and the failure of any one delivery shall not affect the performance of the contract as regards other deliveries. Unless otherwise specified, delivery is to a destination within the U.K. Should you require non-standard packing or transportation, this will be carried out at your cost. Delivery shall be complete when the vehicle carrying the goods arrives at the destination specified in the order and is off loaded. The goods will then be at your risk and we accept no responsibility, nor does our carrier for any subsequent damage to or storage of equipment. Delivery information and schedules are approximate and not guaranteed. We will not accept any liability or pay any penalty or damages, liquidated or other wise for deliveries which are delayed. We shall replace or repair free or charge any goods lost or damaged in transit to a U.K. destination, provided both the carrier and ourselves are advised within 21 days of the issue of advice note or invoice in the case of non-delivery or within 3 days of delivery in the case of damaged goods.
- 17. TERMINATION
If “you” should make default in or commit any breach of any of your obligations to “us” or if any distress or execution shall be levied upon your property or assets, or if “you” shall make or offer to make any arrangements or compositions with creditors, or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against “you”, or in the case of a limited company, any resolution or petition to wind up such company's business shall be passed or presented, or if any receiver of such company's undertaking property or assets or any part thereof shall be appointed, we shall have the right forthwith to determine the contract and upon written notice of such determination being passed by “us” to “you” at your last known address, the contract will deem to have been determined, without prejudice to any rights of either party accrue prior to the date of such determination. On such determination of the contract by “us”, your rights of possession of the goods shall cease and we may for the purposes of receiving of our goods, enter upon any premises where they are located or reasonably thought to be located and repossess the same.
- 18. GENERAL
We shall be entitled at any time to set off against sums owed by “us” to “you” under this contract any sums owed by “you” to “us”. The headings to these conditions are for guidance only and shall not be used in any way in the interpretation of meanings.
This contract shall in all respects be construed and operate as an English contract. All matters arising thereunder shall be determined in accordance with the laws of England and “you” hereby accept the jurisdiction of the English Courts.
Issue 1 - January 2006