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(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 seller 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, fi re, storm, Act of God, accidents,
non-availability or shortage of materials or labour, any statute, rule, bye-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 re-saleable 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.
With the implementation of the EU Consumer rights directive, consumers in the UK now have 30 days to
exercise their right of withdrawal from a distance contract or off premises contract (including internet sales)
without the need to justify and at no cost (except supplementary costs) as stated in the Regulations 29 and
30 of the Consumer Contracts Regulations and the guidance issued by the UK government.