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WDS COMPONENT PARTS LIMITED
Conditions of Sale
These Conditions shall apply to sales of WDS Component Parts Limited (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 authorised 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
catalogues, 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 bye-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 prices ruling at the date of dispatch. 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 dispatched
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 whilst 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 it 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