HENRY LEWIS & SON (WIREWORKERS) LIMITED
CONDITIONS OF SALE AND TRADING
CONDITIONS OF SALE AND TRADING
1 All contract of sale and supply of Henry Lewis & Son (Wireworkers) Limited (“the Company”) shall be deemed to incorporate these conditions. The Company’s acceptance of an order is conditional upon acceptance by the customer of the terms contained to the exclusion of any other terms and conditions purported to be imposed by the customer. Brochures advertising and other promotional material issued by or on behalf of the Company do not form part of the contract nor (as the customer admits) does any statement therein constitute a representation or warranty on which the customer has relied in entering the contract.
2 No variation of these terms will be permissible unless agreed in writing by a Director or an officer of the Company who has been duly and properly authorised. Verbal or written orders or variations of orders will be binding upon the customer in accordance with these conditions irrespective of whether the person giving instructions or agreeing to the variation actually has the necessary authority provided that he or she is one of the following: An employee of, an agent of, a subcontractor or an employee of a sub-contractor of, or an agent of the customer. If the customer wishes to authorise specific persons to place orders and agree variations, the Company must be informed in writing with the full names and positions of the persons authorised and the extent of their authority.
3.1 The price of goods and services supplied by the Company should be the Company’s quoted price or where no price has been quoted the price in the Company’s price list current at the time of delivery of goods or commencement of work or, where such goods or works are agreed to be delivered or done by instalments, at the time of delivery or commencement of the relevant instalment. All prices are subject to the addition of Value Added Tax. All prices quoted are valid for 30 days or as stated on written quotation or until earlier acceptance by the customer, after which time they may be altered by the Company without giving notice to the customer.
3.2 The Company reserves the right, by giving notice to the customer at any time before delivery, to increase the price of goods to reflect any increased in the cost to the Company which is due to any factor beyond the control of the Company, any change in delivery dates, quantities or specifications for the goods which is requested by the customer, or any delay caused by any instructions of the customer or failure of the customer to give the Company adequate information or instructions.
4 All prices for the supply of goods are unless otherwise stated on an ex-works basis and where the Company agrees to deliver goods otherwise than at its premises the customer shall be liable to pay the Company’s charges for transport packaging and insurance.
5 Unless otherwise agreed in writing by the Company payment is due on delivery of an invoice by the Company for goods and services supplied. The Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property and the goods has not passed to the customer. Overdue accounts will be subject to an interest charge calculated with reference to any outstanding balance on the account of the customer; the interest charged will be at the rate of 4% above the Lloyd’s TSB’s base rate for the time being in force and shall apply to both before and after any Judgement. In the event of an account being overdue the Company may at its absolute discretion suspend further deliveries or cancel outstanding orders or cease work without notice and all monies for all goods delivered and work done at whatever time shall become due for payment immediately and without notice.
6.1 Delivery of goods shall be made to the customer collecting the goods at the Company’s premises at any time after the Company has notified the customer that the goods are ready for collection or, if some other place for delivery has been agreed by the Company, delivering the goods to that place. Any time or date of delivery is an estimate only and the Company shall not be liable for any consequence whatsoever direct or indirect of any delay. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. Late delivery or commencement of work will not give the customer the right to cancel an order. The Company shall not be liable for delay or failure to perform its obligations under this Contract due to circumstances beyond its control, including but without prejudice to the generality of the foregoing war, rebellion, strikes, lock outs, industrial action, break down of plant, government or other laws, regulations or decrees.
6.2 If the customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
6.2.1 store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage.
7.1 Subject to the conditions set out below the Company warrants that goods and services supplied will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from delivery (or for such other period(s) as may have been previously stated in writing by the Company).
7.2 The above warranty is given by the Company subject to the following conditions:
7.2.1 the Company shall be under no liability in respect of any defect in goods and services arising from any drawing, design, information or specification supplied by or on behalf of the Buyer:
7.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Company’s approval:
7.2.3 the company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods and services has not been paid by the due date for payment:
7.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
7.3 Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the customer are not affected by these Conditions.
7.5 Any claim by the customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified in writing to the Company within 7 days from the date of delivery in the case of a defect or failure to correspond which would be apparent on a reasonable inspection and in the case of any other defect or failure to correspond, within 7 days of discovery of the defect or failure to correspond. If the customer does not notify the Company accordingly the customer shall not be entitled to reject the goods or work done and the Company shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered and the work done in accordance with the contract.
7.6 Where any valid claim in respect of any of the goods or work done which is based on any defect in the quality or condition of the goods or work done or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the goods (or the part in question) or, as applicable re-do the work free of charge or, at the Company’s sole discretion, refund to the customer the price of the goods and work (or a proportionate part of the price), but the Company shall have no further liability to the customer.
7.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the customer by reason of representation, or any implied warranty, condition or other term, or any duty at common law, or under any express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of goods and services or their use or resale by the customer, except as expressly provided in these Conditions.
7.8 The customer expressly acknowledges that the Company shall be under no liability whatsoever for loss or damage arising wholly or partly out of a failure by the customer to ensure that goods which are designed to be locked are properly locked.
8 Where goods are ordered by reference to specifications the Company reserves the right to supply goods whose dimensions are 5% more or less that those specified save in the case where such specifications expressly state that such a tolerance is not acceptable.
9.1 The property in any goods materials or accessories supplied under this contract (“the goods”) shall not pass to the customer until the customer has paid the Company the whole price thereof together with any other monies owed by the customer to the Company. If, notwithstanding that the property in the goods has not passed to the customer, the customer shall sell the goods in such manner as to pass to a third party a valid title to the goods, the customer shall hold the proceeds of such sale on trust for the Company in a separate account. The customer agrees that prior to such payment of the whole price of the goods the Company may at any time enter upon the customer’s premises and remove the goods there from and that prior to such payment the customer shall keep the goods separate and identifiable for this purpose. The Company shall not be liable for any damage caused to property of the customer to which the goods have become attached in the exercise of such right to enter the customer’s premises and remove the goods.
9.2 Nothing herein shall constitute the customer the agent for the Company for the purposes of any sub-sale.
9.3 Notwithstanding that the property in the goods shall not pass to the customer save as provided above, the goods shall be at the risk of the customer from the date of collection or delivery to the customer or the customer’s agent and shall be kept properly stored, protected and insured and identified as the Company’s property, but the customer shall be entitled to resell or use the goods in the ordinary course of its business.
9.4 No provision in this condition shall be deemed to cause a Mortgage or Charge of the property or undertaking of the customer or any part thereof to have been created by the customer in favour of the Company.
10 The customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with any design or specification produced by or on behalf of the customer which involves alleged or proven infringement of any letter patent, patent application, registered design or copyright, trademark or other similar protection.
11 The contract for sale or supply may be determined forthwith by the Company if the customer shall commit an act of bankruptcy or an effective resolution shall be passed for the winding up of the customer if a company or if a petition for the compulsory liquidation of the customer is presented or a receiver to any or all of the customer’s assets is appointed or there is a composition arranged with creditors whereby payments are temporarily suspended or if the Company has reasonable cause to believe any of the foregoing is about to occur and notifies the customer accordingly. In such event all monies whether or not owing shall become payable and the customer shall have no right to deal in, sell, alter or remove the goods and the Company may without prejudice to any other right retain possession of all goods materials and accessories which have not been delivered and may enter and retake from the premises of the customer or its sub-contractor or sub-contractors or any other person any goods materials or accessories in respect of which property has not passed to the customer and levy a reasonable charge for the costs incurred in delivery and collection or of damage to the goods materials or accessories. The customer will indemnify the Company in respect of any third party claims arising against the Company by virtue of any act or omission by this condition.
12 The company reserves the right without notice to the customer to sub-contract to any third party any work required to fulfil the contract between the Company and the customer.
13.1 In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.
13.2 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 13 shall (subject to any special terms agreed in writing between the customer and the Company) apply notwithstanding any other provision of these conditions.
13.3 The customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
13.4 Unless otherwise agreed in writing between the customer and the Company, the goods shall be delivered ex works and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
13.5 The customer shall be responsible for arranging for testing and inspection of the goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
13.6 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the customer in favour of the Company and confirmed by a bank in the agreed country of destination acceptable to the Company.
14 Any conditions in a buyer’s order inconsistent with these conditions shall not apply.
15 The contract between the Company and the customer shall be deemed to have been made in England and shall be governed in all respects by English Law. The customer shall submit to the non-exclusive jurisdiction of the English Courts.
Warranty Policy: Guarantee: 12 months of all parts and labour.
