1.1 In these Conditions “the Company” means Wrekin Circuits Ltd
1.2 “The Customer” means the Company, Firm or Individual, or any party with whom the Company contracts.
1.3 “Goods” means goods, articles and materials (including any instalment or part of parts thereof) which the Company is to supply or process in accordance with these Conditions and whether the goods, articles and materials are the property of the Company.
1.4 “Works” means that which is supplied under the contract other than goods.
1.5 “Conditions” means the standard terms and conditions of contract herein set out and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the customer and a Director of the Company.
1.6 “Contract” means any contract of the supply of goods and/or works between the Company and the Customer.
2. BASICS OF THE CONTRACT
2.1 The Company shall supply the works and/or the goods in accordance with any written quotation of the Company which is accepted by the Customer or any written order of the Customer which is accepted by the Company, subject in either case to these conditions which shall govern the contract and override and exclude any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order that is made or purported to be made by the Customer.
2.2 No variation to these conditions shall be binding unless agreed in writing by the authorised representative of the Company and a Director of the Company. The signing by the Company of any of the Customers Documentation shall not imply any modification of these conditions.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the goods and works unless confirmed by a Director of the company in writing. Any description contained in the Company’s sales literature or advertising material is intended merely to give a general picture of the Company’s products and shall not form a representation or be part of the contract.
2.4 Any advice or recommendation by the Company or its employees or agents to the Customer or its employees or agents to the Customer or its employees or agents as to the goods and/or works which is not confirmed in writing by a director of the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Company, shall be subject to correction without any liability on the part of the Company.
3. ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Customer and for giving the Company and necessary information relating to the goods and works within a sufficient time to enable the Company to perform the contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the goods and/or works, shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
3.3 If the goods and/or works are to be manufactured and/or performed by the Company in accordance with a specification supplied by the customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agrees to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark. Or other industrial or intellectual property right of any other person which results from the Company’s use of the Customers specification.
3.4 The company reserves the right to make any changes in the specification of the goods and works which are required to conform with any applicable safety or other statutory requirements, or where the Customer requests the Company to work to the Customer’s specification, which do not materially affect the quality of performance.
3.5 Without prejudice to the generality of Clauses 7 and 8, the Company’s knowledge of any purpose for which the goods and/or works are supplied under the contract is limited to such purpose of purposes which have been notified in writing to a Director of the Company before the contract is made in a document specifically addressed for the attention of one or more of the said Directors.
3.6 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
3.7 Items despatched to the Company for processing should be suitably packed having regard, inter alia, to their manufacturing tolerances, quality and the inherent value of the items in question. We assume that you are expert in the preparation of your goods for shipment. We will use the same packaging where practical and packed to at least as good a standard for return to you. Any additional packaging requirements, whether required by you, or deemed necessary by us to protect the work, will be chargeable.
4. PRICE OF THE GOODS
4.1 The price of the goods and/or works shall be the Company’s quoted price. All prices quoted by the Company are valid for thirty days only unless otherwise agreed by a Director of the Company in writing.
4.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the customer and the Company all prices are given by the Company on an ex works basis. Where the company agrees to deliver the goods otherwise than at the company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.3 The price is exclusive of any applicable VAT which the Customer shall be additionally liable to pay to the Company.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the customer on or at any time after delivery of the goods and/or performance of the works.
5.2 The Customer shall pay the price of the goods and works without any deduction or contracharge within 30 days of the date of the Company’s invoice notwithstanding that delivery may not have been taken place. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only on request.
5.3 If the customer fails to make a payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
5.3.1 cancel the contract or spend any further deliveries to the customer.
5.3.2 appropriate any payment made by the Customer to such of the goods and works (or the goods and works supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer), and
5.3.3 charge the customer interest (both before and after any judgement) on the amount unpaid at the rate of 4% per annum above Bank base rate from time to time, until payment in full has been made, such interest to accrue on a daily basis.
6.1 delivery of goods and/or works pursuant to this contract shall be made by the Customer collecting the goods and/or works at the Company’s premises at any time after the Company has notified the Customer that the goods and/or works are ready for collection or, if some other place or delivery is agreed by the Company, by the Company delivering the goods and/or works to that place.
6.2 Any dates quoted for delivery of the goods and/or works are approximate only and the Company shall not be liable for any delay in the delivery of the goods and/or works howsoever caused. Time for delivery shall not be of the essence unless previously agreed by a Director of the company in writing. The goods and/or works may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the customer.
6.3 Where the goods and/or works are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the customer in respect of any more of the instalments, shall not entitle the Customer to treat the contract as a whole as repudiated.
6.4 If the Customer fails to take delivery of the goods and/or works or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s default) then without prejudice to any other right or remedy available to the Company, the Company may:-
6.4.1 store the goods and/or works until actual delivery and charge the Customer for the reasonable cost (including insurance) of storage; and
6.4.2 sell the goods and/or works at the best price readily available and charge the Customer for any shortfall below the price under the contract after deducting from the sale price all reasonable storage and selling expenses.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the goods and/or works supplied by the Company to the Customer shall pass to the Customer:-
7.1.1 In the case of goods and/or works to be delivered at the Company’s premises, at the same time when the Company notifies the Customer that the same are available for collection; or
7.1.2 In the case of goods and/or works to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the same are available for collection: or
7.2 Subject to Clause 7.1 hereof the Company shall insure the goods from the time they are received into the Company’s premises until the time they are despatched against risks of loss, damage or destruction by fire, explosion, lightening, earthquake, malicious damage, theft, flood, storm, tempest and aircraft and other serial devices or articles dropped therefrom up to a maximum value of £5,000 for any one item or individual batch. Orders for goods valued in excess of this figure shall be identified clearly on your order indicating their true value. Should the Customer require insurance cover in any way different from the above, the Company must be advised in adequate time prior to the receipt of the goods in our company premises and the Company reserve the right to requote for processing any such goods. In no case shall our liability, if any, for loss or damage to the goods at our works caused by such insured risks exceed the limit of indemnity under the policy. The relevant insurance policies may be inspected at our offices at any time upon receipt of written request.
8. WARRANTIES AND LIABILITIES
8.1 Subject to the conditions set out below the Company warrants that the goods and works will correspond with their specification at the time they are delivered.
8.2 Subject as expressly provided in these Conditions all warranties, condition or other terms implied by statute or common law, are excluded to the fullest extent permitted by law.
8.3 It is the customer’s responsibility to specify test procedures in order to check the goods and works will correspond with specification. The Company will otherwise carry out their normal test procedures and this will be deemed as meeting specification.
8.4 Without prejudice to the generality of the foregoing, 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 to the Company within seven days from the date of delivery or attempted delivery. If delivery is not refused and the Customer does not notify the Company accordingly and either return the goods to the Company or provide to the Company facilities for their inspection as the Company may request, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay as if the goods had been delivered in accordance with the contract and shall indemnify the Company against any claim made by any third party against the Company in relation to the goods or any article in which the goods may become incorporated.
8.5 If any valid claim in respect of the goods and/or works which is based on any defect in the quality or condition of the goods and/or works or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to rectify or remedy the goods and/or works free of charge. If the goods and/or works are unable to be rectified or remedied then the company’s liability will not exceed three times the contract price for processing the same.
8.6 Save as hereinbefore provided, the Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Customer howsoever, whether caused by the negligence of the Company, its employees or agents or otherwise which arises out of or in connection with the contract.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the goods and works if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as clauses beyond the Company’s reasonable control:-
8.7.1 strikes, lock-outs, or other industrial action or trade disputes (whether involving employees of the Company or any third party):
8.7.2 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.7.3 power failure or breakdown of machinery.
9. INSOLVENCY OF THE CUSTOMER
9.1 If the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or administration receivership or being an individual or firm becomes bankrupt or being a company goes into liquidation otherwise than for the purposes of amalgamation or reconstruction or reconstruction or any encumbrancer takes possession or any receiver or administrative receiver is appointed of any of the property of assets of the customer or the Customer ceases or threatens to cease to carry on business, or the Company reasonably apprehends that any of the above events is about to occur in relation to the Customer and notifies the Customer accordingly, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer, and if goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 For so long as any monies remain unpaid under the contract the Company shall have an absolute right of lien upon any of the Customer’s goods that may be in the Company’s possession or under the Company’s control and the Company may enforce such lien whenever and to the extent that any payment is overdue without previous reference to the Customer.
11.1 Unless otherwise agreed in writing the Contract shall in all respects be construed and operated as an English contract and in conformity with English law and be subject to the jurisdiction of the English Courts only.
11.2 The headings to the paragraphs of these Terms and Conditions are inserted only for the convenience of reference and shall not effect their interpretation.