In these Conditions “the company” means Wycliff Services Limited & the “Manufacturer” means the manufacturer of the goods which are the subject matter of the Contract of Sale.
These conditions shall govern and be incorporated in every contract for the sale of goods or services provided by the company, no addition to, nor any cancellation, variation or waiver of, nor any promise not to enforce or rely on any or all of these conditions or any other term of a contract in which they are incorporated shall have any legal affect (whether acted on by the customer in any way whatsoever or not) unless such addition, cancellation, variation or waiver or promise is agreed in writing by a director of the company.
New accounts opened on receipt of pro-forma payment with first order. The company may request customary trading references & the level of credit will be determined thereafter.
(i) The company will at all times use its best endeavour to ensure the accuracy of any statements in any document or discussion prior to conclusion of any contract but will not in any circumstances be liable for any inaccuracies therein.
(ii) The article included on this invoice has been designed & tested so as to be safe, and without risks to health when properly used. If you or any member of your firm is in any doubt of the proper use of any article, for which that article has been designed & tested, adequate information is immediately available & article should not be used until that information has been obtained.
(iii) In so far as there may be any liability on the company arising out of its performance or none performance of this contract, such liability shall not, unless otherwise expressly agreed in writing by a director of the company prior to the conclusion of the contract, extend to any loss of profit of other consequential loss whatsoever, nor exceed the price of the goods in respect of which the claim is made, whether such claim arises by reason of the default of the company, its servants or otherwise.
(i) The company will repair or replace at its option any part of the goods which shall prove faulty of any defect in workmanship or materials relating to the goods which shall arise within six months of delivery to the customer provided that such fault is notified in writing within 10 days of the date of receipt & provided that the goods or relevant parts are therefore, if so requested by the company are returned carriage paid by the customer to the premises of the company.
(ii) All works pursuant to the guarantee shall be carried out by the company free of charge to the customer save that, if the cost of such works shall be increased by the reason of misuse of the goods by the customer or any use of the goods after any fault has been discovered or aught reasonably have been discovered, such increase shall be paid by the customer.
(iii) Manufactured filters. These elements are manufactured to samples. No tests have been carried out by the manufacturers on these elements. It is the responsibility of the purchaser to assess product suitability.
(i) Property in the goods shall remain vested in the company and shall not pass to the customer until the customer has made payment of all sums due to the company under contract between the company & the customer.
(ii) So long as the property in the goods remains vested in the company, the company shall be at liberty at any time to retake position thereof anyone for that purpose to enter upon any premises of the customer.
(iii) The customer shall not resell or otherwise dispose of the goods prior to the passing of the property therein &, if the customer shall sell or otherwise dispose of the goods in breach of this condition, the proceeds of any such sale or deposition shall be held on trust for the company.
(iv) If, prior to the passing of the property therein, the customer shall make any addition to or alteration to the goods, ownership of the goods as added to or altered shall remain in the company.
(v) Not with-standing the foregoing, the goods shall be at the entire risk of the customer from the time of delivery.
(i) The time of delivery is the time at which the goods are ready for transportation from the premises or, where delivery is to be made from the premises to the company.
(ii) The company will use its best endeavours to ensure that the goods are ready for delivery at the time or times agreed, but shall not be liable for none delivery or delays in delivery caused by factors beyond its control including, strikes or other industrial action, failure of plant or machinery, any delays caused by the manufacturer or supplier of the goods, intervention of the government, fire, accident or Act of God.
(iii) The customer shall not be entitled to cancel by reason of any delay in delivery arising from factors beyond the control of the company.
(iv) Cancellations or amendments to orders cannot be accepted without our agreement in writing.
(v) The company reserves the right to make delivery by instalment & each instalment shall be deemed to be sold under separate contract, & no failure of or delay in delivery or any instalment nor any defect in the contents thereof shall entitle the customer to treat the contract as repudiated with regard to any remaining instalments.
(vi) None delivery of the goods must be notified to us within 7 days of the date of despatch partial delivery, pilferage or breakage should be reported to the carriers & ourselves within 3 days of delivery. It is essential, however in the case of pilferage or damage that you sign the delivery indicating the actual condition of the consignment & retain packaging for inspection. Unless these conditions are adhered to we regret that we cannot accept responsibility.
(vii) None stock items or specially manufactured items cannot be accepted for return unless the manufacturers concerned give their written agreement. However, in all cases of goods returned we reserve the right to levy a handling charge.
We reserve the right to charge carriage.
(i) In addition to the price quoted, the customer shall pay any charges by the company in respect of the transportation of the goods from the premises of the manufacture, including import & custom duty, storage & forwarding charges.
(ii) If the cost of the goods to the company shall increase at any time between the date of quotation & payment in full by the customer by reason of fluctuations in exchange rates, increase in manufacturers price variation in rates of duty or any other reason whatsoever, the company shall be entitled to increase costs. The company may amend the price to take into account any accidental error therein or any variation in the contract agreed with the customer.
(iii) The price shall be paid within 30 days of the invoice & no deduction shall be made by the customer from any payment due in respect thereof. Time shall be of the essence of all payments due & due payment of the price of any instalment thereof shall be a condition president to the liability of the company in respect of the delivery of the goods & do to the operation of its guarantee in respect thereof.
(iv) Prices are not subject to current discounts or surcharges. Prices are subject to change without notice & goods can only be supplied at the prices ruling at date of despatch. Customers have our assurance that they will receive the benefit of any improved terms that me be made available from time to time.
Terms of payment are net cash within 30 days for receipt of goods or invoice whichever is the later but to facilitate customers book keeping we are prepared to accept payment afore statement balance within 30 days of the end of the month in which the invoices are dated. The terms shall be strictly adhered to & no variation will be permitted unless expressly agreed in writing.
The company reserves the right to vary from time to time the specification of goods as set out in their catalogues or other literature. Unless such variation shall adversely affect the performance of the goods, the customer shall remain bound to accept delivery thereof.
In any case in which the company transports goods on behalf of the customer, the company shall be under no liability to the customer for loss or damage arising in the course of such transport unless such loss or damage is proved to be due to the default of the company, its servants or agents. In case of such liability, the obligation of the company shall be limited to the repair or the replacement of the goods lost or damaged. No claim will be entertained in respect of any such loss or damage unless made by notice in writing within 7 days of the arrival of the goods or in the case of none arrival, within 14 days of the date of the anticipated arrival.
The company reserves the right of ownership in all plans, designs, drawings, samples & specification relating to the goods and such documents shall not be copies, reproduced, assigned, transferred or shown to third parties without the consent of the company.
Without prejudice to its right to recover any amount due to the recover damages or to any other right, the company shall be entitled to treat as repudiated & terminate the contract if the customer defaults in the payment of any sum due there under or any distress or execution is levied upon the customer, his property or assets or if the customer makes or offers to make any composition with creditors or permits any act that would be an act of bankruptcy if committed by an individual or it, in the case of the company a receiver is appointed of its undertakings of assets or a petition for winding up is filed or a resolution for winding up other than for the purpose of reconstruction or amalgamation.
Any notice required to be given hereunder shall be sufficiently given if forwarded by 1st class post to the last known address of the company or the customer. Every notice shall have been deemed to have received & given at the time which in the ordinary course of post it would have been delivered at the address to which it was sent.
This contract shall be given by English Law & any dispute between the company & the customer in connection with or arising out of this contract shall be referred to decision of a single arbitrator to be agreed or, in default of the agreement, to be appointed on application by either party of the president of the institute of Mechanical Engineers, such arbitration is to be held in London.