Interpretation
In these Conditions:
- “Buyer” means that the person who accepts a quotation of the Seller for the sale of the Goods and/or the supply of Services or whose order for the Goods and/or Services is accepted by the Seller
- “Goods” means the goods (including any instalment of the goods or any parts thereof) which the Seller is to supply in accordance with these Conditions
- “Services” means the provision of services which the Seller is to supply in accordance with these Conditions
- “Seller” means WDA (UK) LTD (registered in England & Wales under Company number 6000976, VAT Number 649955375)
- “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
- “Contract” means the contract for the purchase and sale of the Goods and/or Services
- “Writing” includes telex, cable, facsimile transmission and comparable means of communication.
- Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- The heading in these Conditions are for convenience only and shall not affect their interpretation.
Basis of the sale
The Seller shall sell and the Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Buyer and the Seller.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Orders and specifications
The buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and/or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
If the Goods are to be manufactured or have any process applied to the Goods and/or Services by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyers specification.
The Seller reserves the right to make any changes in the specification of the Goods and/or Services which are required to conform with applicable statutory or EC requirements or, where the Goods and/or Services are to be supplied to the Sellers’ specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 the Seller as a result of cancellation.
Price of the Goods and/or Services
The price of the Goods and/or Services shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price at the time of purchase. All prices quoted are valid for 30 days only (unless otherwise agree in writing by the Seller).
Unless otherwise agreed all prices are net and shall not be subject to any discount.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Prices of the Goods are subject to relevant delivery charges. The price for the Goods and/or Services is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
Terms of payment
Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at the time after sign off of the Goods and/or Services.
The price for the Goods and/or Services shall be due for payment no later than 30 days following the date of invoice and the Buyer agrees that a dispute as to any amount owed hereunder or any goods supplied hereunder will not entitle the Buyer to withhold payment of such invoice or any other amounts due.
The time of payment of the price for the Goods and/or Services shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- Suspend further deliveries under any other contract with the Buyer whether made before or after this contract.
- Cancel the contract or suspend any further deliveries to the Buyer;
- Appropriate any payment made by the Buyer to such of the Goods and/or Services (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2 per cent per month, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
- Charge the buyer any costs incurred in recovering the outstanding amount.
Delivery
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
Where the Seller is to deliver goods:
The Buyer shall be responsible for the unloading and storing of the Goods and the Seller shall not be liable for any damage that occurs in the course of unloading.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for the delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
- Store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage; or
- Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Risk and property
Risk of damage to or loss of the Goods shall pass to the Buyer:
- In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
- In the case of the Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and passing of risk in the Goods, or any other provisions of these Conditions, the property in the Goods shall not pass to the Buyer until all sums due or owing by the Buyer to the Seller on any account have been paid.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of or under the control of the Buyer where the Goods are stored and repossess the Goods
Demand for or recovery of the Goods by the Seller shall not of itself discharge either the Buyer’s liability to pay the whole of the price and take delivery of the Goods or the Seller’s right to sue for the whole of the price.
If the goods are sold to a third party with valid title the proceeds of the sale are to be held on trust of the benefit of the Seller.
Samples
Samples or printed proofs submitted for approval to be accepted as showing general character and substance only. Equality of the bulk in colour, size or shape cannot be guaranteed.
Insolvency of Buyer
This applies if:
- The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes or amalgamation or reconstruction); or
- An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- The Buyer ceases, or threatens to cease, to carry on business; or
- The Seller reasonable apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries or provision of Services under the Contract without any liability to the Buyer, and if the Goods have been delivered or the Services provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Cancellation of Orders
In the event that the Buyer cancels an Order the following handling charges may be levied:
- Cost incurred up to cancellation date.
General
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
Any dispute arising under or in connection with these Conditions or the sale of the Goods or the provision of Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society. The decision of such arbitrator shall be final and binding upon the parties. Any reference under this clause shall be deemed to be a reference to arbitration within the meaning of the Arbitration Acts 1950 and 1979.
The Contract shall be governed by the laws of England.