1.1? In these conditions “the Company” means Weston Body Hardware (a division of Metalrax Specialist Applications Limited) and “the Customer” means the individual, firm, Company or other party with whom the company contracts. “Supply” includes (but not limited to) any supply under a contract of sale. “International Supply Contract” means
such a contract as in described in section 23(3) of Unfair Terms Act of sale.
1.2? No order of pursuance of any quotation or otherwise shall be binding of the Company unless and until such order is accepted by the Company. Any contract made
between the Company and the Customer (herein called “the Contract”) shall be subject to these conditions and save as after mentioned no representative or agent of
Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on basis of them; any such term representation or contract will bind the Company only if in writing and signed by a director.
1.3? Unless otherwise agreed in writing by the Company these conditions shall override and terms and conditions stipulated or referred to by the Customer in his order or
1.4? Any description contained in the Company’s catalogues, samples, price listed or other advertising material is intended merely to present a general picture of the
Company’s products and shall not form a represent or be part of the Contract.
1.5? In the event that the Company has not yet given written acknowledgement of the Customer’s order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract
1.6? The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
2.1? Where the goods are made to the Customer’s specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, registered deign right, trade mark, trade name, copyright or other intellectual in any country and the Customer undertakes further to indemnify the Company?for any loss,
damage?or expense in respect of any liability arising under or by reason of the previsions of the Consumer Protection Act 1987 in relation to the specification or design of such goods
2.2? The customer warrants that it will pass on to all third parties to whom it may supply the goods all information to the use and safe handling of the goods as may have been passed onto the Customer by the Company.
3.1? Subject to any agreement to the contrary the Company’s quotations are provisional and may be altered to take account of any changes taking place between the date of quotation and the Company’s acceptance of the Customer’s order in the prices of raw materials, rates of wages any other costs of production or in the Customer’s instructions of design or in the event that Customer orders part only of the quantity referred to any quotation.
3.2?The Company shall be entitled to increase its prices at any time to take account of any increase in the cost to the Company of purchasing any goods or materials or manufacturing working on or supplying any goods (including any such increase arising from any error or inadequacy in any specification, instructions or design provided
by?the Customer or any modification carried out by the Company ate the Customers request) as such increased prices ruling at the date of despatch by the company shall be substituted for the previous Contract price. All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes duties and other government charges?payable
in the respect of the goods.
3.3?The Company reserves the right to charge in full for all of the packing cases or carton if not returned within three calendar months from the relevant date as defined
in sub-paragraph 5.1 hereof in serviceable conditions carriage paid to the Company’s premises
4.1 Unless otherwise agreed in writing by the Company
4.1.1 Goods will be despatched carriage paid by rail or road transport at goods rate to the address agreed by the Company and the Company shall be entitled to make a
charge for non-returnable packaging.
4.1.2 If the customer is to take delivery of the goods or any instalments thereof at the Company’s premised it shall do so within 14 days after receiving notification from the Company that such goods are ready.
4.2 The contract is International Supply Contract it shall be deemed to incorporate the latest edition of incoterms current at the date of the Contract save that in the event of any inconsistency between incoterms and any express terms of the Contract the latter shall prevail. The Company shall be under no obligation to give the Customer the notice specified in 32 (3) of the Sale of Goods Act 1979.
4.3 Save in the case of international Supply Contracts and subject to any agreement in writing by the company, the risk in goods which the Company agrees to supply
shall pass to the Customer on the relevant date as defined in sub-paragraph 5.1. hereof or the date (if earlier) on which the goods being ready for delivery is postponed at the Customer’s request.
4.4 The company shall not be liable for any loss of or damage sustained by any goods left with the company howsoever caused and whether or not attributable to
negligence on part of the company or negligence or wilful default on the part of any servant or agent of the Company.
4.5 Should the company be delayed in or prevented from making delivery of the goods due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage or destruction of the goods, breakdown of machinery, shortage or labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company the Company shall be liberty the cancel or suspended the other order placed by the
customer within incurring any liability for any loss or damage arising therefrom.
4.6 While the Company will endeavour to deliver the goods by any date or period agreed upon, such dates and periods are estimates only given in good faith and the
Company will not be liable for any failure to deliver by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received.
4.7 Where drawings, specifications and materials are to be supplied to the Company by or on behalf of the Customer items will be supplied in reasonable time to enable the Company to comply with its contractual obligations.
5. 5.1 For the purposes of this paragraph the goods shall mean the whole or any instalment of the goods which the Company has agreed to supply and the relevant date shall be the date which (i) the Company despatches the goods or (ii) the customer takes delivery of the goods at the Company’s premises or (iii) the Customers defaults his obligation under sub-paragraph 4.1 hereof whichever shall first occur.
5.2 Unless otherwise specified in writing by the Company payment shall be made by the Customer net cash not later then 30 days after the end of the month in which the
goods were supplied. Time for payment shall be of the essence of the Contract without prejudice to any other rights of the Company interest will be payable on all overdue accounts at Barclays Bank PLC base rate plus 4% and for the purpose of paragraph 6 and 8 hereof the full purchase price of the goods shall include any interest payable hereunder.
6. 6.1 If the Customer shall fail to make any payments when in becomes due or shall enter into any composition or any arrangement with its creditors or if being an
incorporated company. Shall have an administrative or appointed or shall pass a resolution for winding up a Court shall make an order to that effect or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract as determined but without prejudice to its right to the full goods delivered and damages for any loss suffered in consequence of such determination.
6.2 Cancellation by the Customer will only be accepted at the description and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be paid by the Customer or the Company forthwith. Acceptance of such cancellation will only be binding on the Company if it was writing.
6.3 A charge will be made for any costs incurred by the Company due to suspension or deferment of any order by the customer or in the Customer or in the event that the Customer defaults in collecting, or giving instructions for the delivery of, any goods
7. 7.1 No claim for damage in transit, corrosion, shortage of delivery or loss of goods will be entertained unless the customer shall have given to the Company and the carrier separate written notices of such damage, shortage or loss with reasonable particulars thereof within three days of receipt of the goods or (in the case of the total loss) of
receipt of the invoice or the other notification of despatch. The company’s liability, if any shall be limited to replacing or (in its description) repairing such goods and shall be a condition precedent to any such liability that the Customer shall if so requested provide authority for the Company or its agents to examine damaged goods within 14 days or such request. The company shall have no liability for consequential loss arising out of such damage, shortage or loss as aforesaid.
7.2 Save otherwise provided in these conditions the Company’s liability in respect of any defect in a failure of goods supplied is limited to replacing or (in its discretion)
crediting the Customer with the Contrast price or paying for the replacement of goods which within 90 days of delivery the Customer are found to be defective by the reason of faulty or incorrect design workmanship parts or materials. In the event of any error in any weight, dimension, capacity, performance or other description or information which
has formed a representation or is part of a contract the Company’s liability in respect of any direct loss or damage sustained by the Customer as a result of such error
shall not exceed the price of the goods in respect of which the description or information is incorrect. Conditions precedent to the Company’s liability hereunder shall be that
as soon as reasonably practicable the Customer.
7.2.1 Shall have given to the Company reasonable notice of the defect, failure or error.
7.2.2 Shall have returned the defective goods to the Company
The Company shall have no other or further liabilities in respect of any direct or consequential loss or damage sustained the Customer arising from or in connection with any such defect failure or error as aforesaid.
7.3 Where the Company agrees to replace the goods in accordance with the foregoing paragraph any time specified for delivery under the Contract shall extend for such period as the Company may reasonable require.
7.4 Subject to sub-clause 7.5 and save terms as may be implied in the Contract by section 12 of the Sake of Goods Act 1979, all conditions warranties and other terms
express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in the writing
PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
7.5 The statutory rights of a consumer (as defined by section 12 the unfair Contract Terms Act 1977) are not affected by these conditions
8. 8.1 save for international supply contracted the following provisions shall apply to all Contracts relating to goods which under the contrast the Company agrees to supply
the Customer. No failure by the Company to enforce strict company to enforce strict compliance by the Customer with such provision shall contrite a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s rights under this paragraph. Payments shall mean payments payment in cash such that the Company’s acceptance of a cheque shall constitute conditions payment only until such cheque has been cleared and cash received.
8.1.1 Upon delivery of the goods the customer shall hold the goods solely as bailee for the Company and goods shall remain the property of the Company until such time as Customer shall have paid to the Company the full purchase price of all goods supplied under the contract or any other contract. Until such time the Company shall be
entitled to recover the goods or any part thereof and for the purpose or exercising such rights the Company its employees and agents with appropriate transport may
enter upon the Customer’s premises and any other location where the goods are situated
8.1.2 Before payment in full is made the Customer shall be entitled to use goods in the normal course of its business but on the condition that the property in the goods or any articles manufactured from or incorporating the goods shall vest in the Company and the Customer notify of the fact that the Customer is not in a position to pass title to the goods until such time as the Conditions herein contained may have been satisfied by payment.
8.1.3 Before payment in full is made the Customer shall have power to resell the goods or any articles manufactured from or incorporating the goods as provided in sub-paragraph 8.1.2 (as principal towards the sub-customer but agent and fiduciary between the customer and the Company) the proceeds of sale thereby arising belonging according to the Company such proceeds of sub-sale be credited to and held in a separate designated account in trust for the Company
8.1.4 The customer shall maintain all appropriate insurance of the goods from the dates on which the risk therein passes to it. In the event of any loss or damage occurring while the goods remain the property of the Company the Customer shall immediately on receipt of the insurance monies, remit to the Company the full purchase price of the goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee agent for the Company in the separate designed account referred to in sub-paragraphing 8.1.3.
8.1.5 The license granted under sub-paragraphs 8.1.2 and 8.1.3 shall be terminable forthwith at any time upon notice by the Company to the Customer.
9. 9.1 In the case of international Supply Contrasts property the goods shall pass the Customer upon delivery.
10. 10.1 Save as hereinbefore provided and subject to the provisions of section (1) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any direct or for any consequential loss incurred the Customer in consequence of any negligence on part of the Company or negligence or wilful default on the part of its servants or agents in or connection with the supply of any goods or design or manufacture thereof or in carrying out of any work or the provision of any information.
11. 11.1 Unless otherwise agreed in writing all testing and inspection agreed to be carried out shall be at the Company’s premises and such test results shall be final
12.1 The proper law of all contracts with Company’s shall be English law which shall govern in all respects the construction and effect of such contracts of these conditions.
The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will be submitted to the jurisdiction of the English Courts.