Webro (Long Eaton) Limited – Terms & Conditions of Sale
All prices stated exclude Value Added Tax, which will be added at the appropriate rate. The prices of our goods are subject to variation without notice and goods are invoiced at the prices ruling at the date of despatch unless otherwise agreed in writing.
(a.) The Customer’s order constitutes an offer by the Customer to purchase the goods in accordance with these Conditions.
(b.) No binding contract shall exist until despatch of our written Acceptance of Order or, if earlier, our despatch of the goods. Any quotation may be withdrawn or revised at any time prior to despatch of our Acceptance of Order or, if earlier, of the despatch of the goods.
(c.) No order which has been accepted by us may be cancelled by the Customer except with the agreement in writing of one of our Directors and if it is cancelled the Customer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us a result of cancellation.
(d.) The Contract constitutes the entire agreement between us. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in the contract.
3. Force Majeure
We shall be relieved of the performance of all our obligations under the contract to the extent that their fulfilment is prevented, frustrated or impeded as a consequence of any circumstances outside our control including, but not limited to, industrial action, war, statutes, rules, regulations, orders or requisitions issued by any Government Department, or other duly constituted authority or non-availability of raw materials, fuels or energy.
4. Terms & Conditions of Contract
(a.) No communication from ourselves or agents shall be of any contractual effect or be relied on as representation condition or warranty unless incorporated in our Acceptance of Order and no variation of these Conditions or any contract shall be effective unless confirmed by us in writing.
(b.) Unless otherwise confirmed by us in writing, these Conditions shall apply to the contract to the exclusion of all other terms conditions, warranties, whether express, statutory or implied that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(c.) Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract between us or have any contractual force.
5. Liability of Defects
(a.) The Customer relies on his own skill and judgement as to the suitability of all goods supplied for any particular purpose or for use under any specific conditions.
(b.) We warrant that we will make good by replacement or (at our option) by repair all defects in the goods manufactured by us which arise solely out of faulty design (other than a design made, furnished or specified by the Customer for which we have disclaimed responsibility in writing) or the use of faulty materials or bad workmanship on our part and which are notified to us within 12 months from the date of despatch to the Customer provided that:
(i.) The customer shall have installed and used the goods properly; and
(ii.) The goods are returned to us if we so request; and
(iii.) Our liability shall be limited to delivery of repaired or replacement goods free to the Customer’s premises; and
(iv.) These conditions shall apply to the repaired or replacement goods.
(c.) Where we are not the manufacturer of the goods supplied, we will use our reasonable endeavours to transfer to the Customer the benefit of any warranty, guarantee or indemnity given to us.
6. Risk in & Title to the Goods
(a.) The risk in the goods shall pass to the Customer on completion of delivery.
(b.) Title to the goods shall not pass to the Customer until we have received payment in full (in cash or cleared funds) for:
(i.) the goods; and
(ii.) any other goods or services that the supplier has supplied to the Customer.
(c.) Until title to the goods has passed to the Customer, the Customer shall:
(i.) hold the goods on a fiduciary basis as our bailee;
(ii.) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as our property;
(iii.) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(iv.) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; notify us immediately if it becomes subject to any of the events listed in condition 7(b.); and
(vi.) give us such information relating to the goods as we may require from time to time,
but the Customer may resell or use the goods in the ordinary course of its business.
(d.) If before title to the goods passes to the Customer the Customer becomes subject to any of the events listed in condition 7(b.), or we reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require the Customer to deliver up the goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Customers Insolvency or Incapacity
(a.) If the Customer becomes subject to any of the events listed in Condition 7 (b.) below, or we reasonably believe that the Customer is about to become subject to any of them and notify the Customer accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the contract or under any other contract between us without incurring any liability to the Customer, and all outstanding sums in respect of goods delivered to the Customer shall become immediately due.
(b.) For the purposes of paragraph (a.) above the relevant events are:
(i.) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts under or as having no reasonable prospect of so doing under the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply.
(ii.) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up or the bankruptcy of the Customer.
(iii.) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(iv.) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 7 days;
(v.) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(vi.) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(vii.) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(viii.) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) to (vii) (inclusive);
(ix.) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(x.) the Customer’s financial position deteriorates to such an extent that in our opinion the Customer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; and
(xi.) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
(c.) Termination of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
(a.) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
(b.) Unless otherwise specified, prices include delivery within the U.K. on all deliveries of more than £500 by any method of transport at our option. In the case of special requirements outside our normal transport arrangements, we reserve the right to charge the full cost of carriage and on deliveries of a value less than £500 carriage will be charged. Normal method of transport indicates by Webro vehicles or by “2-day” carrier.
Any return of goods must be agreed by us in advance of the return, and shall be returned at the expense of the Customer. Where we agree to accept a return where a Customer has ordered incorrect or unwanted goods, a handling charge may apply which will be stated at the time of the return agreement.
10. Limitation of Liability
(a.) Nothing in these Conditions shall limit or exclude our liability for:
(i.) death or personal injury caused by its negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(ii.) fraud or fraudulent misrepresentation;
(iii.) breach of the terms implied by section 12 of the Sale of Goods Act 1979.
(iv.) defective products under the Consumer Protection Act 1987; or
(v.)any matter in respect of which it would be unlawful for us to exclude or restrict liability.
(b.) Subject to Condition 10 (a.)
(i.) we shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
(ii.) our total liability to the Customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the goods.
11. Shortages & Breakages
All shortages or breakages must be reported in writing within 7 (seven) working days and the customer must obtain from us a claim reference number otherwise claims will not be entertained.
12. Specific Wound Lengths
Customers are advised to be particularly careful when ordering cable to be cut and wound to their own requirements. Cable supplied in this manner will not be taken back in to our stock.
A tolerance percentage shall be agreed with the Customer at the point of contract, and therefore the Customer shall not be entitled to object to or reject goods within the tolerance by reason of the surplus or shortfall and shall pay for such goods at the pro rata contract rate.
Unless otherwise stated, terms of payment are net cash by end of month following the date of invoice. Interest on late payments will be charged on the amount invoiced at the rate of 8% per annum from the date of the invoice. Time of payment is of the essence.
(a.) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract without our prior written consent.
(b.) If any court or competent authority finds that any provision of the contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.
(c.) A waiver of any right or remedy under the contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(d.) A person who is not a party to the contract shall not have any rights under or in connection with it.
(e.) Except as set out in these Conditions, any variation to the contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
(f.) The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.