- For the purpose of these Conditions ‘The Company’ shall mean: PWP Industrial. ‘The Customer’ shall mean the person firm or company to whom the Company agrees to sell or supply the goods; and ‘the Goods’ shall mean all goods which are the subject of any contract sale or supply between the Company and the Customer.
- All quotations are made and orders are accepted and all goods are supplied to Customers subject to the following conditions and no person in the employment or acting otherwise as agent of the Company or purporting so to do has authority to accept orders or supply goods on any other conditions or to vary these terms whatsoever unless otherwise agreed in writing. Pervious dealings between the Company and any Customer shall not vary or replace these terms or be deemed in any circumstances whatsoever so to do. Acceptance of goods from the Company shall be conclusive evidence before any Court or Arbitrator that these Conditions apply;
- Quotations shall be available for acceptance for a maximum period of twenty-eight days from the date thereof and may be withdrawn by the Company. The placing of an order for the goods quoted and/or the acceptance of such goods shall be deemed to be acceptance of these Conditions notwithstanding any other conditions which may be set out in or referred to in any invitation to quote or any order.
- The quoted price of the goods may be varied by additions upwards by the Company in accordance with market conditions at the date of actual supply and the Customer shall pay such additions in addition to the quoted price. Without prejudice to the generality of the foregoing, market conditions shall include any increase in the costs of labour and/or transport;
- All prices are exclusive of Value Added Tax and unless otherwise stated are exclusive of any tax duty tariff delivery and packing charges arising in the United Kingdom or elsewhere;
- Unless otherwise agreed all prices quoted and/or invoiced will be in Pounds Sterling and where an alternative currency is agreed the Company reserves the right to apply an exchange control fluctuation charge appropriate to the rate of exchange ruling at the date of payment by the Customer.
- Time for delivery is given as accurately as possible but it is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated;
- The date of delivery shall in every case be dependant upon the receipt of final instructions or approvals being obtained from the Customer;
- The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where postponement is agreed by the Company in writing the Customer shall pay all costs and expenses including a reasonable charge for storage occasioned thereby;
- Risk shall pass to the Customer when the goods or the relevant parts thereof leave the premise of the Company for delivery to the Customer notwithstanding that the Company may be responsible for delivery.
- The property shall remain with the Company unless and until the Company has received payment in full for:-
- The goods the subject of this contract;
- All other goods the subject of any other contract between the Customer and the Company which at the time of payment of the full price of the goods sold under this Contract have been delivered to the Customer but not paid in full
Until property in the goods has passed to the Customer in accordance with Condition 5 without prejudice to the Company’s other rights:-
- The Customer shall insure the goods to their full value which are on or at the Customer’s premises against fire and theft and shall, if required to do so by the Company, prove to the Company that such insurance has been effected;
- The Customer shall keep the goods marked and apart from all other goods so as to distinguish and separate the goods from other goods;
- The Customer shall retain the goods solely as the Company’s fiduciary agent and bailee for the Company;
- Until such time as property in the goods passes to the Customer, the Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer, and third parties and, in the case of tangible proceeds, property stored, protected and insured.
- Until such time as the property in the goods passed to the Customer (and provided the goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.
- The Customer acknowledges that before entering into an agreement for the purchase of any goods from the Company he has expressly represented and warranted that he is not insolvent or being a Company with limited or unlimited liability. Knows of no circumstances which would entitle any debenture holder or creditor to appoint a receiver or to petition for the winding-up of the Company or to exercise any other rights over or against the Company’s assets;
- Subject to the terms hereof the Customer is licensed by the Company to sell on the Goods subject to the express condition that he does so as an agent for the Company and bailee whether the Customer sells on his own account or not and that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account an shall be at all times identifiable as the Company’s monies
DAMAGE OR LOSS
- Where shortage or loss in transit occurs to the goods before delivery thereof to the Customer in accordance with the provision of the contract the Company undertakes to repair or replace such goods free of charge PROVIDED ALWAYS THAT:-
- The Customer shall have given verbal or facsimile transmission notice to the Company within 48 hours of recipe to the case of non-delivery of the receipt to the Company’s advice note/invoice any such claim to be confirmed in writing within seven days;
- The Customer shall have returned to the Company’s works any such damaged or defective goods within seven days of the receipt
- In the event that the Company is required to replace goods within the terms of this condition any specified time for delivery shall be extended for the purpose of such repair of replacement for such periods as the Company shall reasonably require;
- Save as expressly provided in this condition the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the goods
- Cancellation will only be agreed to by the Company on condition that all costs and expenses include in restocking charges incurred by the Company up to the time of cancellation, and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith. With the exception of below.
- Special Order items that are supplied against a Company Quotation and Customer Purchase Order are non-returnable with the exception of items the suppliers of the goods to the Company agree that they can receive the goods back. A restocking charge will apply as will all carriage duty and bank charges.
TERMS OF PAYMENT
- Unless payment terms are stated in the contract the Contract Price for the goods shall be payable net cash and without set-off not later that thirty days from the date of invoice:
- No disputes arising under the Contract or delays beyond the control of the Company shall interfere with prompt payment by the Customer;
- In the event of default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries without notice;
- The time for payment of the goods is of the essence of this Contract and the Company shall be entitled to charge simple interest on any part of the Contract Price not paid by its due date form that date until payment al the rate of two per-cent per month;
- Payment on export orders shall be made in cash against bills of exchange unless special arrangements have been made in writing between the Company and the Customer;
- Where goods are sent F.O.B. the responsibility to the Customer shall cease immediately the goods are placed on board ship and the Company shall inconsequence be under no obligation to give the Customer the notice specified in Section 23(3) of the Sale of Goods Act 1979.
- The Company agrees to replace at its own option goods or parts of goods proved to the Company’s satisfaction to be faulty (fair wear and tear of damage due to miss-use or operation excepted) provided that such fault be notified within one month from the date of despatch from the Company’s works. Any such replacements shall include free delivery to the Customer’s works. However, no replacement goods shall be despatched until the goods complained of have been delivered to the Company’s premises at the Customer’s risk and expense
- The Customer agrees that apart from the express terms contained herein or in the quotation, in any instruction manual for the use of the goods or in any document expressly stipulated thereon to form part of the Contract and be outside the provisions of this clause no statement or representation has been made by the Company relating to the goods supplied or if any such statement or representation has been made the Customer warrants that he understood it to be a statement of option only and did not rely on it;
- The Company warrants goods manufactured or repaired by it against faulty workmanship and materials for three months from the date of despatch PROVIDED THAT:-
- The Customer has notified the Company in writing within the said period of three months specifying in detail any defects of workmanship or materials in the goods and returned the goods to the Company properly packed and carriage paid and:
- The defect is not due in whole or in part to fair wear and tear or negligence or miss-use;
- The Company’s sole obligation shall be to repair or replace such goods as are shown to be defective
- In any other case the Company’s liability shall be limited to such sum as the Company is able to enforce against the manufacturer of the goods
- The Company shall not be under any liability in respect of warranty hereinbefore contained or any other liability whether founded in Common Law or Statute in connection with any defect in the goods which should reasonably have been discovered by the Purchaser or inspection or test at time of delivery and not immediately reported to the Company or that such defect falls within the criteria set out in Section 4 of the Consumer Protection Act 1987.
- Except in the case of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (costs, expenses or other claims for consequential compensation whatsoever) and whether caused by negligence of the Company, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use or resale by the Customer, except as expressly provided in these Conditions.
- Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of any obligation arising from Sections 13, 14 and 15 of the Sale of Goods Act 1979 as amended by the Sale of Goods and Services Act 1982 against a Customer if he is dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977 or under the Consumer Protection Act 1987;
- The Company’s liability hereunder shall cease if:-
- The Customer shall not have paid in full all invoices for goods supplied by the Company in accordance with these conditions;
- The Customer permits persons other than the Company or those approved or authorised by the Company to effect replacement of parts, maintenance, adjustments or repairs to the goods;
- The Customer has not properly maintained or used the goods in accordance with instructions, pamphlets or directions given or issued by the Company from time to time;
- The Customer uses any spare parts or a replacement not manufactured by or on behalf of the Company and supplied by it or fails to follow the Company’s instructions for the use of same
COPYRIGHT AND CONFIDENTIAL INFORMATION
- The property and copyright in all documents drawings plans photographs illustrations and other printed matter given to the Customer will remain with the Company and the Customer will not communicate any part of them to any third party without the Company’s written consent;
- The Customer will indemnify the Company against all actions and all costs whatsoever brought or made against the Company as a result of work done at the Customer’s request in accordance with designs and specifications furnished by the Customer and which result in the infringement of any letters patent copyright registered design or trade mark
- If the Customer shall make default in or commit breach of the Contract or of any other of his obligations to the Company, or if a Distress or Execution shall be levied upon the Customer’s property or assets or if the Customer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him, or if the Customer is a limited Company and any resolution or petition to wind-up such Company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a Receiver of such Company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the Customer’s last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
- Should this Contract be delayed by reason of War, riot, epidemic, flood, weather, accident, fire, government restrictions, strike, lockout, go-slow, shortage of labour, damage or breakdown of plant, shortage or delay or transport or without prejudice to the generality of the foregoing, any other circumstance or occurrence beyond the reasonable control of the Company the Company shall be at liberty to suspend deliveries or to cancel the unfulfilled part of the Contract, in whole or in part
- These conditions and each and every contract made with the Company pursuant thereto shall be governed in all respects by and in accordance with the Laws of England and the Customer hereby submits to the jurisdiction of the English Courts.