Westfield Fasteners Ltd - Conditions of Sale

Definitions
1. In these Conditions of Sale the following expressions shall have the following meanings:
2. The "Conditions" shall mean these Conditions of Sale.
3. The "Company" shall mean Westfield Fasteners Limited.
4. The "Customer" shall mean the immediate purchaser under the Contract of Sale with the Company.
5. The "Goods" shall mean items of any nature that the Customer buys or has agreed to buy from the Company.
6. The "Contract" shall mean the Contract between the Company and the Customer for sale of Goods by the Company to the Customer.
7. Nothing in these Conditions shall exclude or restrict the Statutory Rights of a Customer who deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended.
General
1. All orders for Goods are accepted by the Company subject to these Conditions, which supersede any other terms previously published.
2. No modifications or amendment of the Conditions shall be binding upon the Company unless agreed to in writing by a duly authorised signatory on behalf of the Company.
3. Although every endeavour is made to ensure accuracy, all descriptions and illustrations contained in Company publications or submitted by the Company do not form part of a contract.
4. The Customer will be responsible for ensuring the fitness for purpose of the Goods for the Customers application unless the purpose is previously notified to the Company in writing and accepted by the Company in writing by a Director.
5. No statement, description, or recommendation contained in any catalogue, price list, advertisement, communication, the pages of our web-site or by any employee or agent of the Company shall be interpreted so as to enlarge, vary or override in any way any of these Conditions.
6. Where the Customer is a business or other trading body who cancels the Contract in its entirety or in part it is required to compensate the Company for all costs reasonably incurred by the Company for the implementation of the Contract, without prejudice to the right of the Company to compensation resulting from loss of earnings and costs, losses and interest ensuing from the cancellation of the Contract.
Price
1. All prices for the Goods are in pounds Sterling. All quotations and prices are exclusive of Value Added Tax which will be added in the invoice at the rate applicable at the date of despatch.
2. Whilst every endeavour will be made to keep the price of any Product stable, the Company reserves the right to alter prices at any time without any prior notice.
Payments
1. Unless otherwise agreed, the Customer will pay for all Goods in advance of receipt by either pro forma invoice or by credit or debit charge card or by other cleared funds as agreed by the Company.
2. Payments made by cheque shall not be deemed to have been made until the cheque has been honoured by the drawer's bank and cleared in the Company's bank account.
3. Payments received by the Company shall be applied first in settlement of any charge to interest or other costs or expenses howsoever invoiced or incurred by the Company and thereafter in settling the purchase price or principal sum or sums due to the Company.
4. Credit card commissions incurred by the Company as a result of processing a payment for a customer are non-refundable where the customer is an established business practice based in the UK or otherwise. Such charge shall be at least 10% of the amount to be refunded in respect of the sale.
5. Where the Company has agreed credit terms with the Customer, payment for the Goods shall be made no later than 30 days end of month following the date of first despatch of the Goods from the Company's premises unless the Company has agreed in writing with the Customer to extend additional credit to the Customer. If the Customer fails to comply with its payment obligations the Company may withhold despatch of any part of the Goods remaining to be supplied, suspend its performance of any other contract between it and the Customer or require the Customer to pay for goods prior to their despatch from the Company's premises. All amounts due from the Customer in payment for the Goods which are not paid on or before their due date for payment shall bear interest at the rate of 5% per annum above BankOf Scotland PLC's base lending rate or 10% per annum whichever is the higher from the due date of payment until they are paid. The Customer shall not be entitled to set off against sums due to the Company under the Contract any amount claimed by the Customer from the Company whether under the Contract or some other contract between them or on any other account.
Ownership/Risk
1. Legal and Beneficial ownership of Goods shall remain with the Company until full payment for the Goods and/or other charges arising under these conditions has been made in full. The risk as to loss or damage of the said Goods shall, however, pass to the Customer upon delivery thereof.
2. If returning the Goods the risk as to loss or damage of the Goods shall remain with the Customer until the Company receives the Goods.
3. The Customer accepts that until full payment of the purchase price and/or other charges arising under the conditions has been made for the said Goods the Goods are held by the Customer in a fiduciary relationship as bailee of the said Goods on behalf of the Company.
4. Whilst any payment in respect of the said Goods howsoever and wheresoever arising remains outstanding the Company may at any time and from time to time until ownership has passed require the said Goods to be returned to the Company and the Company may take possession of the Goods and may enter the premises of the Customer for such purpose and sever the Goods from anything to which they are attached without being liable or responsible for any damage howsoever arising thereby caused.
Delivery
1. The Company will deliver Goods to the address provided by the Customer on the order as soon as possible after the order is accepted and in any event within 30 days of the day after the order was placed unless a later date is agreed with the Customer.
2. The Company is entitled to make partial delivery or deliveries by installments. Where delivery of Goods is made in installments, each installment shall be construed as constituting a separate agreement to which all the provisions in the Conditions shall apply.
Consumer Rights - Unwanted, Defective or Incorrect Goods
1. It is the Customers right to a cooling off period of 14 working days after receipt of the order. This is the Customers opportunity to inspect the Goods and the Customers right to cancel the Contract.
2. The Customer must inspect the Goods as soon as reasonably practicable after delivery and shall within 14 working days of such despatch give notice to the Company of any defect in the Goods or of any other complaint which the Customer may wish to make about the Companies service.
3. If the Customer fails to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect, which would be apparent on reasonable examination, and the Customer shall be deemed to have accepted the Goods accordingly.
4. On cancellation of the Contract, the Customer is under a duty to return the Goods to the Company whilst taking reasonable care of the Goods. The Company must receive all returns within 30 days of notice to the Company. Any item received after that time may be deemed unacceptable.
5. If the Customer refuses to return the Goods the Customer will incur the cost to the Company of recovering the Goods.
6. In no circumstances shall the Company be liable to compensate the Customer by way of damages or otherwise for non-delivery or late delivery of the Goods or for any loss consequential or otherwise arising from non-delivery or late delivery.
7. If on delivery to the Customer the Goods are found to be defective, the Company will incur any subsequent delivery costs, and on the request of the Customer, provide a full refund or replacement to the Customer provided that the Company agrees that the Goods are defective and that the defective nature of the Goods is not due to mis-use or modification or negligence whilst the Customer is considered the bailee of the said Goods on behalf of the Company.
Export
1. The Customer is responsible at their own expense for any import charge imposed by the customs authority of the country to which the Goods are to be delivered.
2. Any contract with the Company is to be governed solely by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.
Performance
1. If having used its reasonable endeavours to comply with any date or dates specified in the Contract for the despatch or delivery of the Goods to the Customer the Company is unable to do so such failure shall not constitute a breach of contract by the Company entitling the Customer to terminate the Contract and/or to claim damages against the Company.
2. The Company shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, provided that 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 causes beyond the Company's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes involving a third party; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
3. Every endeavour will be made to deliver to correct quantity ordered but owing to the difficulty of producing exact quantities quotations are conditional upon a margin of 10% being allowed for overs or shortages the same to be charged for or deducted pro rata.
Guarantee
1. If the Goods are to be supplied entirely in accordance with drawings specification or other data supplied by the Customer then provided that the Goods are so supplied the Company shall not be liable to the Customer in contract or in tort for any loss or damage the Customer may suffer because the Goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them or prove not to be of merchantable quality, within the meaning of the Sale of Goods Act 1979.
2. In any other case if the Customer establishes to the reasonable satisfaction of the Company that the Goods when despatched from the Company's premises were not of merchantable quality within the meaning of the Sale of Goods Act 1979 the Company will accept the return of the goods by the Customer and at its option either refund to the Customer the price thereof (or if the price has not been paid cancel its invoice therefore) or replace the Goods free of charge to the Customer provided that the Customer notifies the Company in writing within 14 days of discovering any defect in the Goods which the Customer claims renders them not of merchantable quality and in any event within three months of the despatch of the Goods to the Customer by the Company. The nature of the Goods is such that the Company despite stringent quality control is not able to ensure that each single item comprising the Goods is free of defects. The Customer is reminded that storage of steel goods in damp or other unsuitable conditions or over long periods may result in rusting despite the use of rust inhibitors and that storage of plated or non-ferrous goods in such conditions or over such periods may result in a deterioration in their finish or appearance.
3. Except as stated in sub-paragraph (b) of this Condition the Company shall not be liable either in contract or in tort for any loss or damage direct or consequential which the Customer may suffer by reason of;
  1. any defect being discovered in the Goods;
  2. the Goods not being suitable for any purpose for which the Customer required them;
  3. any act of omission neglect or default in the performance of the Contract by the Company, its employees or agents (including negligence);
  4. any breach by the Company of any condition or warranty statutory or otherwise.
4. Nothing contained in this Condition shall operate so as:-
  1. to exclude the liability of the Company for death or personal injury resulting from the negligence of the Company its employees or agents;
  2. exclude the conditions and warranties implied by Section 12 of the Sale of Goods Act 1979.
  3. to impose upon the Company any liability in respect of any representation made by the Company in the course of the negotiations between the Company and the Customer leading to the making of the Contract unless the Company has expressly agreed in writing that such representation shall be a term of the Contract.
  4. to impose upon the Company any liability for any deterioration in the condition of the Goods after despatch by the Company by reason of the failure of the Customer to store them under suitable conditions. The Customer is reminded that storage over long periods may result in rusting of ferrous goods or in deterioration of the finish of plated or non-ferrous Goods.
5. If at the request of the Customer a certificate of conformity is provided the issue thereof shall not operate to confer upon the Customer any rights or remedies against the Company in respect of the Goods which the Customer would not have had in the absence of any such certificate.
Breach of Contract by or Insolvency of the Customer
Law
1. All contracts between the Company and the Customer shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of any competent Court in England.
Notice
1. Any notice required to be given by either party to the other under these conditions shall be addressed to that other party at its registered office or last known principal place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving the said notice.
2. Any provision of these conditions that may be held by any competent authority to be invalid or unenforceable in whole or in part will not render invalid such other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.