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1. INTERPRETATION
1.1 In these Conditions unless the context otherwise permits:-
- “the Company” means WheelKool, skjagtech.co.uk, their Proprietor, Agents, Contractors and Employees’.
- “the Customer” means the person firm or company who accepts a quotation of the Company for the supply of services or whose order for the services is accepted by the Company
- “the Goods” means the goods (including any instalments of the goods or any parts for them and services) which the company is to supply in accordance with these Conditions
- “the Conditions” means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer
- “the Contract” means the contract for the purchase and supply of services
- “Writing” includes e-mail telex cable facsimile transmission and comparable means of communication.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SUPPLY
2.1 The Company shall supply and the Customer shall purchase the goods or services in accordance with any quotation of the Company which is accepted by the Customer or any order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or any such order is made or purported to be made by the Customer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order.
3.2 The quantity, quality and description of the Goods shall be those given in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the Goods.
3.4 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
4. PRICE OF THE GOODS
4.1 The price of the Goods or for any services provided by the Company shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving notice to the Customer.
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the price charged to the Company by its supplier for the Goods or any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer or any delay caused by instructions of the Customer or failure of the Customer to give the Company adequate information or instructions).
4.3 Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the costs of normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
5. TERMS OF PAYMENT
5.1 Unless the Company shall have previously agreed in Writing with the Customer that the Goods shall be supplied on credit, payment for the Goods shall be made in full by the Customer with the Customer’s order, Company’s Invoice or with the Customer’s acceptance of the Company’s quotation.
5.2 Where the Company has agreed to supply the Goods on credit the Company shall be entitled to invoice the Customer for the price of the Goods and the Customer shall pay the price of the Goods within 5 days of the date of the Company’s invoice notwithstanding that the property of the Goods has not passed to the Customer.
5.3 The time of payment of the price shall be the essence of the Contract. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:-
5.3.1 cancel the Contract or suspend any further deliveries or suspend any services to the Customer 5.3.2 appropriate any payment made by the Customer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Customer) 5.3.3 charge the Customer a penalty fee of £50.00 (Fifty pounds) per day over and above the standard charge rate per unit of sale until payment in full is made. Where no further service is required the company may charge interest on the unpaid amount at 5% above Barclays Bank Plc base rate calculated on a daily basis.
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Company to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the Company in writing within 14 days of the date of the Company’s invoice therefore that the Goods have not been delivered then delivery shall be deemed to have taken place on the date of the Company’s invoice.
6.2 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole repudiated.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of Goods the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk of the Goods or any other provisions of theses Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by or services agreed to be provided by the Company to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer the customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate to those of the Customer and third parties and properly stored protected and insured and identified as the Customer’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including the insurance proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the customer or any third party where the Goods are stored and repossess the Goods.
8. WARRANTIES AND LIABILITY
8.1 Where The Company does manufacture the Goods a 30 day warrenty shall apply unless otherwise agreed or notified to the customer at time of sale in writing and subject to the conditions set out below. The Company sells the Goods not manufactured by the Company with the benefit of the manufacturer’s warranty (as the case may be).
8.2 The above warranty is given by the Company subject to the following conditions:
8.2.1 the Company will accept liability for defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer’s warranty and obtain from the manufacturer a refund, credit, repair or replacement in respect of the defective Goods. 8.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or the manufacturer’s or publisher’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company’s approval. 8.2.3 the Company shall be under no liability under the above warranty if the total price of the Goods has not been paid by the due date for payment.
8.3 Subject as expressly provided in these conditions all warranties conditions or other terms as to correspondence with description, merchantable quality, fitness for purpose and correspondence with sample implied by common law or statute are excluded in the fullest extent permitted by law.
8.4 Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods is notified to the Company in accordance with these Conditions the Company shall be entitled at its sole discretion to replace or repair the Goods (or the part in question) free of charge or refund to the Customer the price of the Goods or issue to the Customer a credit note for the price of the Goods but the Company shall have no further liability to the Customer other than a refund or the reasonable cost of the carriage for the return of defective Goods. THE COMPANY WILL NOT NORMALLY EXERCISE ITS DISCRETION TO REPLACE DEFECTIVE GOODS UNLESS NOTIFICATION OF A CLAIM IS RECEIVED BY THE COMPANY WITHIN SEVEN DAYS OF THE DATE OF DELIVERY.
8.5 Any Claim by the Customer which is based on a defect in the quality of the Goods shall be notified to the Company’s Returns Administration Department. NO GOODS SHALL BE ACCEPTED BY THE COMPANY FOR REPLACEMENT OR REPAIR WITHOUT AN ACCOMPANYING RETURN OR REPAIR AUTHORISATION NUMBER AND A COPY OF THE COMPANY’S INVOICE FOR THE GOODS.
8.6 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty of common law under the express terms of the contract for any consequential loss or damage(whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except where expressly provided in these Conditions.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if 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:-
8.7.1 Act of God, explosion, flood, tempest, fire or accident. 8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition. 8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government or parliamentary or local authority. 8.7.4 import or export regulations or embargoes. 8.7.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party). 8.7.6 difficulties of the Company’s supplier in obtaining raw materials, labour, fuel, parts or machinery.
9. RETURNS AND REPAIRS
9.1 If the Company agrees to accept the return of any Goods (other than for the purpose set out in Clause 8 above) or agrees to carry out repairs to other goods which have not been purchased from the Company or agrees to repairs Goods which are out of warranty THE CUSTOMER SHALL NOT SEND THE SAME TO THE COMPANY UNLESS THEY ARE ACCOMPANIED BY A RETURN OR REPAIR AUTHORISATION NUMBER ISSUED BY THE COMPANY’S RETURNS ADMINISTRATION DEPARTMENT TOGETHER WITH A COPY OF THE COMPANY’S INVOICE OR THE SELLERS INVOICE (AS THE CASE MAY BE).
9.2 If the Company has agreed to carry out repairs or to replace Goods (or any parts thereof) other than for the purpose set out in Clause 8 above the Customer irrevocably authorises the Company to carry out such repairs or provide such replacements as shall place the Goods in proper working order.
9.3 The Company shall accept no liability for any damage to or loss in transit in Goods returned to the Company whether under this Clause or under Clause 8 above.
9.4 If the Company has agreed to accept the return of Goods other than for the purpose set out in Clause 8 above of than for the purpose of carrying out any other repair or replacement the Goods must be returned in their original unopened packaging and in a clean resaleable condition failing which the Company will refuse to accept the same and the Customer shall remain liable for the price thereof.
9.5 Parts returned for credit or replacement alleged to be incorrectly supplied must be accompanied along with proof of incompatibility such as the the faulty correct part to enable the company to use as evidence of incorrectness or for comparison to enable the correct part to be supplied.
9.6 Returns of Special order items or parts no longer required by the customer shall not be accepted by the company except in the case of 9.5 above or if the company shall agree to such returns and in such case are subject to a 25% of the retail price handling and restocking charge.
10. INSOLVENCY OF CUSTOMER
10.1 This clause applies if:-
10.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction. 10.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or 10.1.3 the Customer ceases or threatens to cease carrying on business or 10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
10.2 If this Clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Goods has been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. GENERAL
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
11.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
11.4 The Contract shall be governed by the laws of England.
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