Terms & Conditions of Use for UK Pipe Boxings
Woodworking Designs Ltd Trading as UK Boxings
8 Foxwood Park
Foxwood Industrial Estate
Company registered in England & Wales No. 04494623
1. ACCEPTANCE AND AMENDMENT
1) These conditions shall, (unless or except to extent Seller otherwise agrees in writing) apply to all tenders, offers, quotations, acceptances, deliveries and agreements relating to sale of goods and Seller and Buyer shall be deemed to assent thereto.
2) No other conditions or modifications of these conditions shall be binding on Seller unless Seller agrees thereto in writing and Seller shall not be deemed to accept such other conditions nor to waive any of these conditions by failing to object to provisions contained in any purchase order or other communication from Buyer.
3) No representative, agent or salesman who is not a direct Seller has any authority to amend or waive any of these conditions or other provisions of contract.
4) Neither these conditions nor any provisions of contract shall be suspended, amended or waived except with written agreement of Seller.
2. SELLERS SPECIFICATIONS
1) All description, specifications, drawings, weights, dimensions, capacities, prices, performance rates and other data quoted or submitted by Seller or included in any catalogue, prospectus, circular, advertisement, illustrated matter or price list are to be deemed approximate only (except where stated in writing to be exact or expressly made of essence) and subject thereto none such items or any part thereof shall form part of contract.
2) Except to extent agreed otherwise in writing Seller has right to modify design and specifications of goods without notice to buyer.
3) Dimensions (where relevant) are external and dimension specifications are to a tolerance of plus or minus 1.5 mm.
No order which has been accepted by Seller may be cancelled by buyer except with agreement in writing of director of Seller and on terms that Buyer shall indemnify Seller against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by Seller as a result on cancellation.
1) Unless a quotation or tender has been submitted by Seller price payable by Buyer shall be Sellers ex-works list price ruling at date of despatch notwithstanding any price specified in any order or order acceptance.
2) If a quotation or tender has been submitted by Seller and an order has been received by Seller within the time limit specified therein then price payable by buyer shall be that price stated in such quotation or tender.
3) After an order has become binding on Seller all prices will have V.A.T added at appropriate rate.
4) Unless otherwise agreed packaging, transport and delivery charges are not included in price.
1) Unless otherwise agreed by Seller or stated in any acknowledgement of order net invoice amount shall become due for payment by Buyer thirty days after the last day of month respect of which Sellers invoice is dated.
2) Seller reserves the right at any time before proceeding or proceeding further with an order to demand full or partial payment under contract or of any monies due and payable under any other contract / or any other amount between Seller and Buyer.
3) If Buyer defaults in any payment Seller may, in addition to exercising right contained in condition 5. 2) Suspend work under contract, delay or withhold delivery or cancel contract with buyer and retain any progress payments or payments on account already received under this or any other contract with Buyer.
4) Seller reserves right to charge interest at an annual rate of two per cent above base rate from time to time of Barclays Bank Plc on all overdue monies.
5) Seller shall have a lien on all undelivered goods which Buyer agrees to buy from Seller for all monies due from Buyer to Seller under this or any other contract between them and Buyer shall have no right of set-off in respect of such monies.
6) Any sums payable by Seller to Buyer on any account may at any time be set off by Seller against any sums payable by buyer to Seller.
7) All rights remedies afforded to Seller in these conditions for non- payment shall be in addition and without prejudice to all other rights and remedies available to Seller under contract law.
8) Should the Company need to employ a Solicitor to collect any monies due under the contract, the whole costs of succollection including the professional fees shall be borne by the Buyer.
1) Time is not of essence of contract and any tie or date specified by Seller as time at which or date on which goods will be dispatched or delivered or as case may be made available for collection is given and intended as an estimate only and Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.
2) Buyer shall at request of Seller with details necessary to allow Seller to make delivery and shall accept delivery whenever Seller proffers delivery. Buyer shall ensure that Seller has proper access to buyers premises to enable Seller to effect delivery. If Buyer does not comply with foregoing it shall not’ be entitled to withhold any payment and shall indemnify Seller against consequential loss, Damage or expenses and Seller may enforce its remedies for payment and may (if it so wishes) cancel intended delivery and sell goods to which such intended delivery related without prejudice to its rights to claim damages in respect of such breach of contract or may store goods at Buyers risk in a place of its choosing at the cost of the Buyer and delivery by Seller of deposit receipt or other evidence of storage to Buyer shall be deemed to be delivery of goods.
3) Seller reserves right to make delivery by installments unless expressly provided in contract. Period during which delivery by installments may be made and quantity of goods delivered in each installment shall be in Seller discretion. Condition 6. 4) Below shall apply (mutatis mutandis) to each installment delivery.
4) Delivery of more or less than quantity or weight of goods agreed to be sold or inclusion therewith of goods of a different description not included in contract shall not entitle Buyer to reject whole of goods delivered, and where Seller delivers ten per cent more or less than quantity or weight ordered Seller may charge pro rata quantity or weight supplied and Buyer shall treat such delivery as full performance by Seller of its duty to deliver Sellers certificate shall be accepted as conclusive proof of quantity or weight of goods delivered.
5) Notwithstanding any express agreement as to date of delivery Seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining any goods or, materials or parts or components or services thereof by strikes, lockouts, trade disputes or labour troubles or any cause beyond Sellers control including, but without limitation, Act of God, act of Buyer or its agents, embargo or other governmental act, regulation or request, fire, accident, war, riot, delay in transportation, inability to obtain adequate labour, materials or manufacturing facilities. During any foregoing events Sellers obligations shall be suspended until such event cease or until Seller cancels delivery (as case may be) and Seller shall not be required to obtain elsewhere in the market goods with which to replace or permit it to produce goods delivery of which has been postponed or cancelled, Seller shall be paid pro rata for goods delivered or work done date of cancellation.
6) Buyer shall solely be responsible for proper unloading of goods. If, to assist Buyer remove the goods from point of delivery. Seller or any sub-contractors a Buyer shall indemnify Seller in respect thereof.
7. TESTING/ ERECTION AND INSTALLATION
1) Results of tests, which have not been agreed and carried out in accordance with procedures agreed with Seller, shall not be regarded for purpose of any claim against or in establishing any liability of Seller. Buyer shall pay Sellers reasonable charges for carrying out such tests.
2) If Buyer wishes to make any claim against Seller on basis of tests so agreed and carried out, buyer shall send Seller not later than two months after date of delivery results of any such testing of goods together with details of claim. Failure to comply with this condition shall constitute waiver by Buyer of all claims based on or relating to facts revealed by such or any other testing.
3) Buyer shall not be entitled to delay or withhold payment to Seller of price of goods pending of any tests so agreed and carried out.
8. BUYERS OBLIGATIONS AND CLAIMS ON DELIVERY
1) Buyer will:
I. Examine goods carefully within 5 days of taking delivery:
II. Notify Seller (and any carrier for Seller) in writing within 7 days of taking delivery of any error in quantity or weight or description of goods delivered or that they were mixed with others not included in contract or of any damage to goods revealed by such examination and not caused since delivery was taken:
lll. Notify Seller (and any carrier for seller) in writing within to days of date of Seller invoice if goods subject of invoices have not
2) Failure to make any notification in accordance with paragraph (II) or (III) above which examination under (I) above should
have enabled Buyer to make constitute waiver by Buyer of all claims based on or relating to facts which such examination
should have revealed.
Risk in goods shall pass to Buyer when goods delivered to Buyer. Delivery to carrier or to any person, firm or company on Buyers behalf shall constitute delivery to Buyer.
10. TITLE TO GOODS
1) Notwithstanding delivery and passing of risk in goods, or any other provision of these conditions, the property in goods shall not pass to Buyer until Seller has received in cash or cleared funds payment in full price of goods and all other goods agreed to be sold by seller to Buyer for which payment is then due together with any interest or other sums payable under the relevant contract in respect of goods and such other goods.
2) Until such time as the property in goods passes to Buyer, Buyer shall hold the goods as Sellers fiduciary agent and bailee and shall keep goods separate from those of Buyer and third parties and properly stored, protected, insured and identified as Sellers. Until that time buyer shall be entitled to resell or use goods in the ordinary course of its business, but shall account to Seller for proceeds of sale or otherwise of goods, whether tangible or intangible, including proceeds separate from any monies or property of Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
3) Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any goods which remain property of Seller, but if Buyer does so all monies owing by Buyer to Seller shall (without prejudice to any other right of remedy of Seller) forthwith become due and payable.
4) Foregoing rights of the Seller are in addition to and not to in lieu of any other rights it may have at common law or at statute including right to payment for goods and right to recover goods.
11. WARRANTY OF SELLER
1) Each of Seller and buyer shall be regarded as having received no representation made by or on behalf of other of them before contract was entered into which in any way induced it to enter into contract, but this shall not apply to any representation made to one party or on behalf of other which was reduced to writing and signed by or on behalf of represent and was in the possession of represent prior to the making of contract, and in particular, without prejudice to generality of foregoing, those recorded in quotation or order or acknowledgement of it.
2) Seller warrants that it has the right to sell goods and that goods are free from any change or encumbrance unknown to Buyer.
3) Subject to application of condition 12 below Seller will replace, repair or rectify goods or take back goods and refund or credit Buyer with costs thereof (at Sellers option) provided:
I. Any defect appears within six months of delivery and buyer notifies Seller in writing within 14 days of discovering defect giving full details thereof; and:
II. Seller shall be entitled and shall be afforded facilities to inspect and test goods as it thinks fit; and:
III. Seller is satisfied goods are defective as a result of defect in materials or workmanship or are otherwise not in accordance with contract;
IV. Seller is satisfied no-one other than Seller has so dealt and that goods have been properly used, handled,
maintained, stored and serviced (where appropriate) and have not been used whilst allegedly defective.
V. Seller shall be under no liability under this condition (or any other warranty, condition or guarantee) if the total price for goods had not been paid by due date of payment; and:
VI. Seller 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 Sellers instruction (whether oral or in writing), misuse or alteration or
repair of goods without Sellers approval where Buyer notifies Seller as aforesaid and Seller performs its obligations under
this condition Buyer shall not be entitled to any claim in respect of goods, or for work done thereon, transport costs, loss and profit, damage to property not subject matter of contract, or otherwise (save where death or personal injury has been caused by Sellers negligence) nor shall buyer be entitled to treat delivery thereof as ground for repudiating contract failing
to pay for goods or cancelling further deliveries.
12. LIMITATION OF SELLERS LIABILITY
1) Except as provided in these conditions or otherwise agreed by Seller in writing and except where death or personal injury
has been caused by Sellers negligence no warranty, condition, representation, undertaking or obligation express or implied imposed by statute, common law, custom, course of dealing or otherwise on part of Seller shall apply in respect of goods.
2) Where goods or any part thereof are supplied designed manufactured processed treated machined or installed other than by Seller, Sellers obligations to Buyer shall not exceed those owed to Seller by relevant third party.
3) Buyer shall in no circumstances, save for death or personal injury caused by Sellers negligence, be entitled to recover from Seller damages for breach of contract of which these conditions form part for negligence or otherwise arising exceeding
price goods paid by buyer under such contract.
4) Except in respect of death or personal injury caused by Sellers negligence. Seller shall not be liable to buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at law, or under the express terms of 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 negligence of Seller, its employees or agents or otherwise) which arise out of or in connection with supply of goods or their use or resale by Buyer, except as expressly provided in these conditions.
5) Buyer is deemed to be fully conversant with the nature and performance of goods including any harmful or
hazardous effects resulting from their usage and shall not be reliant in any way upon advice, skill or judgement of Seller. Seller’s employees or agents are not authorised to make any representations concerning the goods whatsoever, other than those set out herein or confirmed by a director of Seller in writing.
6) If Seller arranges any processing of goods on behalf of Buyer by a third such processing will be carried out under the standard terms and conditions of the third party (copies available from Seller upon written request) and entirely at Buyer own risk and cost.
7) Seller reserves the right to subcontract any order or part of any order to a third party.
13. INDEMNITY BY BUYER
Buyer undertakes to indemnify Seller against all claims relating to or arising from goods sold to Buy by Seller in respect of any loss, damage or expenses sustained by any third party howsoever caused save for death or personal injury caused by Sellers negligence.
14. TRADE MARKS, PATENTS AND OTHER INDUSTRIAL RIGHTS
1) Buyer shall have no right to apply to goods any trademark owned or used by Seller.
2) If any claim is made against Buyer alleging that goods infringe any patent rights registered designs, copyright or other industrial property rights of another then:
I. Buyer shall notify Seller with full particulars, and
II. Seller or its suppliers or licensors (as case may be) shall be at liberty at their expense to conduct all negotiations and/or litigation in respect thereof and (if necessary in name of Buyer and if as a result of such negotiations or litigation’s Buyer shall be unable to use goods substantially for purpose for which they were bought Seller shall be unable to use goods substantially for purpose for which they were bought Seller shall except where condition 14. 3) applies take them back and refund price thereof to buyer and such refund shall be in full satisfaction of all claims by buyer against Seller.
3) Buyer shall indemnify Seller against all actions, costs (including) cost of defending legal proceedings) expenses claims proceedings and demands in respect of any infringement or alleged infringement by Seller of patent rights registered design copyright or other industrial rights attributable to Seller complying with any special instructions from or requirements of Buyer relating to goods.
15. DEFAULT BY BUYER
Seller may at its option forthwith terminate this and any other contract with Buyer on occurrence of any one or more of events set out below;
a) Insolvency of buyer within meaning of Section 61 (4) of the Sale of Goods Act 1979.
b) Any notice to buyer that an administrator or a receiver or manager (including an Administrative Receiver is to be appointed over all or any part of its assets.
c) Any notice to Buyer that a petition to wind Buyer is to be or has been presented or the issue of any notice convening a meeting of buyer at which a resolution is to be proposed to wind up Buyer (save for purpose of and followed by a bone fide reconstruction or amalgamation)
d) A decision by Buyer that Buyer intends to make arrangements with it creditors.
e) If Buyer has a debt or debts which it appears unable to pay or to have no reasonable prospect of being able to pay within meaning of section 123 of the Insolvency Act 1986 or any statutory modification thereof.
f) If buyer shall be deemed to be unable to pay debts within meaning of section 123 of the insolvency Act 1986 or any statutory modification thereof or if at any time there occurs a material likely that Buyer will be unable to meet its obligations hereunder.
g) Any event or default which would cause Seller reasonably to consider that its title to the goods or the proceeds or Sale thereof may be adversely affected. And on written notice of such termination being posted by it to buyers last known address this contract (and if such notice so states every other subsisting between Seller and buyer or such contract as are specified in such notice) shall be terminated and all Sellers up [aid invoices shall be immediately due for payment but without prejudice to any claim for right which Seller might otherwise make or exercise or have against Buyer.
16. DEALS AS CONSUMER
Nothing in these conditions shall affect statutory fights of buyer who in relation to Seller “deals as consumer” as defined in Section 12 of the Unfair Contract Terms Act 1977 or any amendment or modification thereof.
Any notice given hereunder must be in writing and may be affected by personal delivery, telex or by registered mail postage and if effected by telex shall be deemed to be received on day of sending and if effected by post shall be deemed to be received 48 hours after date of posting.
18. NO ASSIGNMENT
Contract of which these conditions for part shall be personal to Buyer and shall not nor shall any rights under it be assigned by Buyer without written consent of Seller.
19. GOVERNING LAW
These conditions and contract of which they form part shall be consulted in accordance with English law and buyer hereby submits to jurisdiction of English Courts.
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