Terms & Conditions

In these conditions the following words have the following meanings:

2.1 Subject to any variation under condition 2.3 the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in your purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all our sales and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by one of our directors.

2.4 Each order for Goods or Services by you from us shall be deemed to be an offer by you to purchase Goods or Services subject to these conditions.

2.5 No order placed by you shall be deemed to be accepted by us until a written acknowledgement of order is issued by us or (if earlier) we deliver the Goods to you or supply the Services to you.

2.6 You must ensure that the terms of your order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no contract will come into existence until we despatch an acknowledgement of order to you. Any quotation is valid for a period of 30 days only from its date, provided that we have not previously withdrawn it.

2.8 Any samples submitted by us must be returned to us, carriage paid, within one month of the date of despatch by us, or paid for.

2.9 No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us in full against all loss (including loss of profits), costs (including cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellations.

2.10 For non stock items, £100 per line item and up to £250 per PO (ex Vat)  For stock items a charge of up to £15 will apply to cover carriage and administration of the order.

3.1 The description of the Goods or Services shall be as set out in our quotation.

3.2 All drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They will not form part of this Contract.

3.3 We reserve the right to make changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to your specification, which do not materially affect their quality or performance.

3.4 If the Goods are to be manufactured or any processes are to be applied to the Goods by us in accordance with the specification submitted by you, you shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with or paid or agreed to be paid by us in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from our use of your specification.

3.5 Any specification supplied by us to you in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the specification shall be our exclusive property. You shall not disclose to any third party or use any such specification except to the extent that it becomes public knowledge through no fault of yours, or as required for the purpose of the Contract.

4.1 We will use our reasonable endeavours to despatch Goods on the dates given but any such dates are approximate only and we shall not be liable for any delay in despatch and delivery however caused, neither shall any such delay entitle you to refuse or postpone acceptance of any subsequent delivery to be made under the terms of these Conditions.

4.2 Scheduled deliveries can only be agreed during a period commencing no sooner than one month and terminating no later than 12 months from the date of the order. At least 30 days written notice is required of any modification or suspension of scheduled deliveries. Any suspension will be limited to a maximum period of 3 months after which deliveries may be resumed at the former rate.

4.3 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then without prejudice to any right or remedy available to us, we may:

4.4 Once delivered no Goods may be returned to us without our prior written consent.

4.5 Any orders for stocked items valued below £250 (ex Vat) will have a standard charge of up to £15 to cover carriage and administration of the order.

4.6 Any order delivered by pallet carrier, will be sent on a 3 day service (delivery within 3 days). A next day service can be requested when an order is placed and will be charged at the appropriate requested service rate. Smaller orders sent on free delivery basis will be sent via a parcel carrier on a next day before 5.00 p.m. service. An enhanced delivery service can be requested when an order is placed and will be charged at the appropriate requested service rate.

5.1 The quantity of any consignment of Goods as recorded by us upon despatch from our works shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary. In any event shortage claims will only be considered if the carrier and ourselves receive written notice of such shortage within three days of delivery.

5.2 We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless written notice is given to us within 3 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

Our goods are carefully inspected and, where practicable, submitted to our standard tests at our works before despatch. If special tests or tests in the presence of you or your representative are required, these, unless otherwise agreed, must be made at our works and will be charged for in addition to the contract price, and in the event of any delay on your part in attending such tests after seven days notice that we are ready, the tests will proceed in your absence, and shall be deemed to have been made in your presence. We are not liable under the warranties in condition 10.2 for defects in samples of goods made available for testing.

7.1 The Goods are at the risk of the Buyer from the time of delivery.

7.2 Ownership of the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of:

7.3 Until ownership of the Goods has passed to you, you must:

7.4 You may resell the Goods before ownership has passed to you solely on the following conditions:

7.5 Your right to possession of the Goods shall terminate immediately if:

7.6 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.

7.7 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

8. PRICE

8.1 Unless otherwise agreed by us in writing the price for the Goods and Services shall be the price set out in our price list published on the date of delivery or deemed delivery.

8.2 The price for the Goods and Services shall be exclusive of any value added tax and all costs or charges in relation to packing, loading, unloading, carriage and insurance all of which amounts you will pay in addition when you are due to pay for the Goods.

9. PAYMENT

9.1 Payment of the price for the Goods and Services is due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered or the Services are supplied.

9.2 Time for payment shall be of the essence.

9.3 No payment shall be deemed to have been received until we have received cleared funds.

9.4 All payments payable to us under the Contract shall become due immediately upon termination of this Contract despite any other provision.

9.5 You will make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.

9.6 If you fail to pay us any sum due pursuant to the Contract you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

10. QUALITY

10.1 Where we are not the manufacturer of the Goods, we will endeavour to transfer to you the benefit of any warranty or guarantee given to us.

10.2 No liability can be accepted for any failure of the Goods to perform according to any performance figures given. Subject thereto, and to clauses 10.7, 10.8, 10.9 and 10.10,we warrant that (subject to the other provisions of these conditions) upon delivery (,and for a period of (6) months from the date of delivery,) the Goods will:

10.4 We will not be liable for a breach of the warranties in condition 10.2 if:

10.5 Subject to conditions 10.3 and 10.4, if any of the Goods do not conform with the warranties in condition 10.2 we will at our option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if we so request, you will, at our expense, return the Goods or the part of such Goods which is defective to us.

10.6 If we comply with condition 10.5 we shall have no further liability for a breach of the warranties in condition 10.2 in respect of such Goods.

10.7 We shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you.

10.8 We shall be under no liability under the warranties in condition 10.2 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

10.9 The warranties in condition 10.2 do not extend to parts, materials or equipment not manufactured by us.

10.10 Any claim under the warranties in condition 10.2 must be made in writing and the Goods in question must be returned to us within 6 months of the date of delivery, suitably packaged, carriage paid and accompanied by proof of purchase and details of the nature of the alleged defect. We shall be under no liability under the warranties in condition

10.2 if these conditions are not complied with.

11. LIMITATION OF LIABILITY

11.1 Subject to conditions 4, 5 and 10, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

11.3 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation.

11.4 No liability can be accepted for any advice given by or for the quality of Services rendered by any of our sub-contractors unless we have ourselves confirmed that advice on the quality of those Services in writing.

11.5 Subject to conditions 11.2 and 11.3:

12. FORCE MAJEURE

We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by you (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control of including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 30 days, you will be entitled to give us notice in writing to terminate the Contract.

13. GENERAL

13.1 Each right or remedy of ours under the Contract is without prejudice to any other right or remedy of ours whether under the Contract or not.

13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3 Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.

13.4 Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

13.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14. COMMUNICATIONS

14.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

Contract or such other address as shall be notified to us by you.

14.2 Communications shall be deemed to have been received:

14.3 Communications addressed to us shall be marked for the attention of the Managing Director.

All the goods detailed hereon have been subjected to the HA Wainwright (Group) Ltd Quality System which has been certified by BSI Quality Assurance to BS EN ISO 9001:2000

Packing, Postage/Delivery charges and VAT where applicable are extra. Our standard terms and conditions of sale/purchase apply. TERMS: Payment to be made by the last date of the month following the month in which the goods are despatched. Claims in respect of this invoice or the goods enumerated thereon must be made within 7 days of receipt. Claims for damage must be made within 3 days of receipt. No goods may be returned without prior consent in writing. A Returns Number will be issued from the despatch address highlighted at the bottom of our despatch note.