WDS Terms and Conditions

WDS COMPONENT PARTS
Conditions of Sale
These Conditions shall apply to sales of WDS Component Parts (WDS) or (the Seller).

1. CONDITIONS TO PREVAIL
Unless otherwise agreed in writing by the seller these Conditions of Sale shall override any terms and conditions stipulated, incorporated or referred to by the buyer whether in the order or in any other negotiations.
No representative, agent or salesman has any authority to waive or vary any of these conditions on behalf of the seller and any suggested qualification in these conditions shall be deemed to be excluded unless actually written into this form and signed by a Director or the Secretary on behalf of the seller.

2. NO ACKNOWLEDGEMENT OF ORDERS
The seller shall be under no obligation to acknowledge receipt of an order from the buyer and shall be entitled
to execute the order without further reference to the buyer.
No binding contract is created until an order is accepted by the seller.

3. AGENTS AND DISTRIBUTORS
Agents and Distributors with whom the seller has made arrangements for the sale of its goods are local representatives appointed for the convenience of buyers and through whom enquiries or orders may be received and dealt with by the seller. They are not authorized by the seller to incur any liability, give any guarantee or warranty, make any representations or transact any business whatsoever on behalf of the seller other than the offering for sale of the seller’s goods upon the terms of these conditions.

4. TECHNICAL DATA
All drawings, descriptive matter, weights, dimensions, power consumptions, the descriptions and illustrations contained in the seller’s catalogs, price lists or advertisements, whether or not supplied with this quotation or tender are approximate only and intended merely to give a general idea of the goods described therein and shall not form part of the contract. The seller offers its designs for the buyer’s approval. Unless supplied or approved by the seller it undertakes no responsibility for sites or foundations or for any framework or support
for machinery, or for compliance with any local by-laws or statutory regulations, or for the fulfilment of any special requirements which the buyer may be bound to observe or fulfil.

5. HEALTH AND SAFETY
Where the goods are supplied to the buyer’s specification or design the buyer shall be responsible for ensuring that the goods are so designed as to be safe and without risk to health when properly used.
The buyer shall indemnify the seller against any claims which may be made against the seller and for all costs and expenses incurred by the seller in dealing with any such claims and rectifying any defects in the goods.

6. VARIATIONS TO SPECIFICATION
The seller reserves the right to substitute other components or materials of equivalent strength and quality when the components or materials specified are not readily available.

7. PRICES
Prices are the seller’s current prices as of the shipping date. If extra expense is incurred as a result of the buyer’s error or inadequate instructions the seller shall be entitled to increase the contract price and recover such an increase from the buyer.

8. TERMS OF PAYMENT
Payment shall be paid net at the seller’s registered office by the end of the month following the month in which the goods are shipped by the seller. The seller shall be entitled to charge interest on all overdue accounts at a rate of 3% per annum above Barclays Bank Plc base rate for the time being.

9. DELIVERY AND PASSING OF RISK
Any stipulated time for delivery shall date from the receipt by the seller of the buyer’s written order.
For deliveries within the United Kingdom unless otherwise agreed, the seller shall deliver the goods to the buyer and the goods shall be at the buyer’s risk on delivery. For delivery outside the United Kingdom, the seller shall deliver the goods ex works United Kingdom Port.
The seller may deliver the goods in installments and invoice the buyer as if each such installment comprised a separate contract upon the terms of these Conditions of Sale.
If delivery of the goods is delayed through any act or omission of the buyer, the seller may put the goods into storage at the buyer’s risk and expense.
Damaged goods and shortages must be notified in writing to WDS within seven (7) days of receipt.
The time quoted for the delivery of the goods shall not be the essence of the contract and WDS will not be liable for any loss, injury, damage or expenses consequent upon any delay of the delivery of the goods

10. LOSS OR DAMAGE IN TRANSIT
Any liability which the seller may incur for loss of or damage to the goods while in transit shall in no case exceed the invoice value of the goods and in no circumstances shall the seller be liable for any indirect or consequential loss however caused.

11. DELAY IN DELIVERY
Delay in completion of work, delivery or in the case of a contract for delivery by installments, delay in the delivery of an installment shall not give rise to any liability upon the seller, whether or not any time or date is given in this respect and shall not entitle the buyer to terminate the contract.

12. PASSING OF PROPERTY
(a) Reservation of Title of any goods sold by WDS remains with WDS until such time that the goods have
been paid for in full.
(b) The buyer acknowledges that the buyer is in possession of the goods solely as bailee for the seller until
such time as the full price of goods and transport charges thereof is paid to the seller together with the full
price of any other goods the subject of any other contract with the seller.
(c) Until such a time as the buyer becomes the owner of the goods, the buyer will store them on his premises
separately to the buyer’s own goods or those of any other person and in a manner which makes them readily
identifiable as the goods of the seller.
(d) The buyer’s right to possession of the goods shall cease if he, not being a company, commits an available
act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle
a receiver to take possession of any assets or which would enable any person to present a petition for
winding-up. The buyer gives permission to the seller or its representative permission to enter premises owned
or occupied by it or where goods are reasonably thought to be stored to repossess the same.
(e) Subject to the terms hereof the buyer is licensed by the seller to agree to sell the seller’s goods, subject
to the express condition that such an agreement to sell shall take place as agents and bailees for the seller
whether the buyer sells on his own account or not and that entire proceeds thereof are held in trust for the
seller and are not mingled with other monies and shall be at all times identifiable as the seller’s monies.
(f) If the buyer has not received the proceeds of any such sale, he will upon being called upon to do so by
the seller; within seven days thereof assign to the seller all rights against the person or persons to whom the
buyer has supplied the goods.

13. SUSPENSION OR CANCELLATION OF DELIVERIES
(a) If the buyer shall fail to pay to the seller on the due date any sum payable hereunder, or shall have a receiving order in bankruptcy made against him, or shall make any arrangement with his creditors, or being a body corporate shall have a receiver appointed or if any order shall be made or any resolution passed for winding up the same, the seller may, without prejudice to its other rights, demand immediate payment by the buyer of all unpaid accounts and suspend further deliveries and cancel this and any other contract
between the seller and the buyer without any liability attaching to the seller in respect of such suspension or cancellation and debit the buyer with any loss sustained thereby.
(b) If the buyer cancels his order the seller shall be entitled to recover any loss sustained thereby from him.

14. DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE
Except as provided in S.2 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from negligence), the seller accepts no responsibility in any circumstances for any direct, indirect or consequential loss or damage, howsoever arising, which the buyer may sustain in connection with goods supplied, whether such goods are of the seller’s own manufacture or not.

15. LIABILITY
(a) If the goods or any part thereof are defective solely as a result of the faulty materials or workmanship of the seller, the seller’s liability shall be limited, at its discretion, either to replacing such goods or the defective part thereof (as the case may be) or to giving the buyer credit for the value thereof but no such liability shall arise unless notification of any defect is received by the seller in writing within ten days (United Kingdom) or thirty days (Export) from the receipt of the goods by the buyer and the allegedly defective
goods are thereafter returned to the seller carriage paid.
(b) Save as provided by these Conditions of Sale and save for the seller’s implied undertakings as to title, etc. contained in S.12 of the Sale of Goods Act 1979, all conditions and warranties express or implied statutory or otherwise and, except as provided in S.2 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from negligence), all other obligations and liabilities whatsoever of the seller whether in contract or in tort or otherwise are excluded.

16. MODIFICATIONS REQUESTED BY BUYER
Where the buyer requests the seller to make any amendment or modification to its standard goods or design any new goods the following terms shall apply:-
(a) The seller shall use reasonable care in carrying out the design and manufacture of the goods
(b) The seller shall not be liable to any buyer in respect of any defects in any such goods save where the
seller has failed to take reasonable care in which case provisions of Clause 15 above shall apply.
(c) The buyer shall indemnify the seller from and against all or any costs, claims, losses or damages
whatsoever arising by virtue of any defects in any such goods save where such defect is directly attributable
to a failure by the seller to comply with the provisions of sub clause (a) above.

17. INDEMNITY
The buyer shall indemnify the seller against all claims in respect of any loss, injury or damage sustained by a third party arising from the sale of goods to the buyer howsoever caused and also against all actions, proceedings, costs, claims, demands and expenses made, brought or claimed against the seller in respect of the infringement of any patent, trade mark, registered design or similar right arising from the manufacture or supply of any goods or the doing of any work or the use of any article or material by the seller to the design or specification or upon the instruction or order of the buyer.

18. LIEN
In addition to any right of lien given by law the seller shall have a general lien upon all goods to be supplied to the buyer in respect of all sums due from or claims against the buyer.
Without prejudice to any other rights given by law to the seller, the seller may, upon fourteen (14) days’ notice to the buyer, sell any goods of the buyer upon which the seller has any lien and, where the property in such goods is at the time of such sale in the buyer, shall be deemed to be his agent for the purpose of effect in such sale. The seller may apply the proceeds of such sale towards the satisfaction of sums due from or claims against the buyer without prejudice to the seller’s right to recover the balance thereof from the buyer.

19. PERFORMANCE OF CONTRACT
Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as regards other deliveries.

20. FORCE MAJEURE
(a) If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of the seller including (but without prejudice to the generality of the foregoing) war, industrial disputes, strikes, lock-outs, riots, fire, storm, Act of God, accidents, non-availability or shortage of materials or labor, any statute, rule, by-law, order or requisition made or issued by any Government or
Government Department, local or other duly constituted authority, then the seller shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.
(b) If the performance of the contract by the seller be prevented by any such circumstances or conditions beyond the control of the seller, then the seller shall have the right to be discharged from further performance of and liability under the contract. If the seller exercises such rights the buyer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the seller.

21. ARBITRATION
Any dispute, difference or question which shall at any time arise between the parties to the contract as to the construction, meaning or effect of these Conditions of Sale or the rights and liabilities of the parties or otherwise howsoever relating thereto shall be referred to the decision of a single arbitrator to be nominated in the event of disagreement between the parties by the President for the time being of the London Chamber of Commerce and shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950 or any amendments of re-enactment thereof for the time being in force.

22. LAW
This contract shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.

23. RETURNS POLICY
Subject to the Goods being returned in a resalable condition and not the subject of a special purchase or manufactured order, WDS will issue a Credit Note to the customer for the full value of the goods, or re-issue goods to the same net value. However the Customer will incur both the Carriage costs of the return and the replacement goods if necessary, and also incur a Handling Charge that will be a maximum of 25% of the total invoice value.
WDS will make all reasonable efforts to ameliorate the costs of the handling charge but this cannot be guaranteed.