Werma UK (Limited)          Terms & Conditions for Sale

CONDITIONS OF CONTRACT governing all contracts for the sale or supply of goods by Werma (UK) Limited (“the Company"). In these conditions "Buyer" means the person at whose request goods are supplied by the Company; and "Contract" means a contract between the Company and the Buyer for the sale and purchase of goods; and "Goods · means any goods or replacements thereof together with any services/workmanship supplied to the Buyer under the Contract. The headings are for convenience only and shall not affect construction of these Conditions.


1. FORMATION AND PARTIES

1. the Buyer's order (in whatever manner communicated) to the Company is an offer to enter into a contract upon these Conditions. Acceptance occurs and the Contract is formed only upon the Company despatching to the buyer its Acknowledgement of Order or despatching the Goods (whichever shall first occur). Any terms or conditions proffered at any time by the Buyer are hereby excluded.
2. a quotation by the Company does not constitute an offer. Quotations are valid for 90 days from date of issue, but may be withdrawn at any time.
3. The Buyer shall not assign the benefit ff the Contract without the Company's prior written consent.
4. The Contract is not cancellable by the Buyer' without express written consent of director Of other authorised person on behalf of the Company, and subject to paragraph 1 (e) below.
5. If the Company agrees cancellation by the Buyer. the Buyer shall indemnify the Company in full against all expenses incurred up to the time of cancellation together with a reasonable amount by way of liquidated damages for breach of contract as specified by the Company. such sum being acknowledged by the Buyer as representing a genuine pre-estimate of the Company's loss of profit (and not in any event to exceed 15% of the Contract price).
6. Variations to these Conditions or the Contract shall be effective only by express agreement in writing signed by a director or authorised person on behalf of the Company.

2. Price

1. Unless otherwise specified on the Company's quotation prices quoted are exclusive of Value Added Tax.
2. unless otherwise expressly agreed by the Company in writing the Company reserves the right to vary the price of Goods by any amount attributable to a Change in or insufficiency of Buyer's instructions or to any variation in the Cost of materials, labour, transport, duties, taxes, exchange rates or any costs of whatsoever nature between the date of the Contract and the date of delivery or completion of payment.

3.  DELIVERY

1. Delivery dates are estimates only. Time of delivery is not the essence of the Contract. Unless otherwise stated, delivery periods commence from date of Acknowledgement of Order. The Company shall use its reasonable endeavours to deliver the Goods by the stated delivery date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non-delivery of Goods or any instalment owing to any occurrence whatsoever beyond its control. The Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.
2. The Company may at its option deliver by instalments; each instalment shall constitute a separate contract on these Conditions.
3. Delivery shall take place and risk shall pass upon the earliest of the following:
1. the Company handing the Goods to the Buyer or its agent at the Company's premises; or
2. the Goods leaving the Company's premises; or
3. on the eighth day following notification that the Goods are ready for despatch.
4. For inland orders the Cost of any packaging, insurance and delivery specifically agreed by the Company with the Buyer will be charged in addition to the price.
5. Where special inspection and marking of Goods and certificates of release are required under the Contract the Company shall be entitled to make an additional charge, to be added to the Contract price.
6. unless otherwise agreed by the Company in writing, all export orders are supplied on an ex~ works basis.
7. If the Buyer has failed to collect Goods on the expiry of the seventh day following notification of readiness for despatch the Company shall be entitled to treat the Contract as repudiated by the Buyer'. Until the Contract is so terminated the Company may, at its option, either store the Goods itself or have them stored by third parties on such terms as it in its absolute discretion thinks fit. The Cost of storage and any additional transportation will be added to and form part of the price. If the Company elects to treat the Contract as repudiated in accordance with this Condition it shall (without prejudice to its rights and remedies in respect of such repudiation) be entitled to self the Goods and retain the proceeds of the sale.
8. In respect of credit, stated delivery periods shall commence only upon receipt of a letter of credit Complying in all respects with the Company's requirements.
9. The Buyer warrants that if an import licence or other authorisation is required for the importation of Goods into (he Country of destination, such licence or authorisation has been obtained or will be obtained prior to shipment.

3.1 The purchase price shall become immediately due and payable on the date which is 7 days after the date of notice from the Company to the Buyer that the Goods are ready for despatch.

4. LOSS OR DAMAGE IN TRANSIT

The Company shall not be liable for loss or damage to Goods in transit unless:

1. the Company has agreed to effect delivery to a place other than the Company's premises;
   and
2. the loss or damage occurs prior to arrival at delivery point; and either
3. damage or shortage is reported within seven days of arrival at delivery point; or
4. in the case of total loss, non-arrival is notified to the Company within 14 days after despatch of advice note.

5. INSPECTION

1. The Buyer shall inspect the Goods immediately upon receipt and shall (unless such inspection cannot be carried out and the delivery note is marked ~not examined") subject to paragraph (b) below be deemed to have accepted the Goods as delivered.
2. the Company shall not be liable for defects or shortages discoverable on reasonable inspection unless the Buyer notifies the Company before the expiry of seven days after' receipt, of any alleged defect or lack of conformity with the Contract.
3. the Company shall make good shortages notified to it under paragraph (b) as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage.
4. The Company's liability for Goods lost or damaged in transit shall in all circumstances be limited to (at the Company's option) the repair or replacement or crediting the Buyer with the invoice value of the Goods in question,

6. WARRANTY

1. If within 24 months after delivery a material defect in the Goods shall be discovered and:
1. the Buyer notifies the Company within 14 days after discovery giving particulars and; either at it's own expense and risk returns the Goods to the Company: Of (at the Company's sole option) permits the Company to inspect the same; and
2. such defect has arisen from faulty materials employed or workmanship carried out by the Company existing, but not discoverable, upon inspection at time of receipt.
   then the Company shall supply replacements or, at its option, credit to the Buyer's account with the Company the purchase price paid for the defective Goods.
2. The Company's liability for defective Goods is limited in all circumstances to (at the Company's option) delivery of replacements or crediting of the invoice value to the Buyer' and the Buyer shall accept such of the aforementioned remedies as the Company shall proffer as being fulfilment of the Company's obligations under the Contract.
3. The Company's liability under this Condition applies only to defects appearing before the Buyer makes any modification or alteration to the Goods and whilst the Goods are being properly used or stored and in particular (but without limitation) the Company shall not be liable in the case of defects arising from normal deterioration or improper or faulty handling or processing by the Buyer.
4. the above warranty does not extend to parts, materials or components forming part of the Goods which are not of the Company's manufacture. In respect of such items, the Buyer shall be entitled only to the benefit of any manufacturer's warranty or guarantee which the Company is able to obtain and pass onto the Buyer.

7. TECHNICAL DATA

All technical information in the Company's catalogue is subject to modification or correction without notice. Typographical and clerical errors in any material or sales documentation issued or published by the Company are subject to correction.

8. TOOLING

Unless otherwise agreed in writing by the Company, title in an tooling employed by the Company in execution of the Contract shall remain In the Company.

9. ITEMS SUPPLIED BY BUYER

The Buyer shall be liable for an drawings, specifications and instructions issued to the Company with orders or pursuant to the Contract and shall indemnify and keep indemnified the Company against alt loss directly or indirectly arising out of any error in or omission from such drawings, specifications and instructions, and against all costs, claims, demands and expenses whatsoever in respect of the infringement or potential infringement of any patent, copyright, registered design or other third party right arising out of the Company's use of such drawings, specifications or instructions.

10. LIMITS OF LIABILITY

1. the Goods are supplied strictly on the terms that the Buyer has satisfied itself of their suitability for its purposes. The Buyer acknowledges that all specifications and details in catalogues, quotations and acknowledgments of order or similar documents or by word of mouth and all forecasts of performances, howsoever given, are approximate only and do not form part of the Contract and that in respect of such specifications details and forecasts the Company shall be under no liability nor shall the Buyer be entitled to any remedy under the provisions of the Misrepresentation Act 1967,
2. The Company's liability under Conditions 5 and 6, shall be accepted by the Buyer In lieu of any warranty or condition, whether express or implied by law, as to the quality or fitness for any particular purpose of the Goods and, save as provided in these Conditions, the Company shall not be under any liability to the Buyer (whether in contract, tort or otherwise) for any defects in the Goods, materials supplies or workmanship performed by the Company or for any damage, loss, death or injury resulting from such defects and the Buyer shall indemnify the Company against any claims in respect thereof. For the purposes of this paragraph (the Company contracts on its own behalf and on behalf of and as trustee for its sub-contractors, servants or agents.
3. The Company shall not be liable, whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatever nature suffered by the Buyer or for special damages, loss of use, (whether complete or partial) of the Goods or loss of profit or of any contract.
4. Nothing in this Condition shall be construed as limiting or excluding the Company's liability under the Consumer Protection Act 1987 or for death or personal Injury resulting from its negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977).
   Indemnity
5. The Buyer shall not structurally modify the Goods for any purpose whatsoever. The Buyer shall indemnify and keep indemnified the Company against all actions, claims, costs, damages, demands and expenses or other loss arising out of a defect in the Goods or in any product in which the Goods shall have been incorporated (Including, without limitation, all liabilities incurred under the Consumer Protection Act 1987) to the extent occasioned or contributed to by any act or omission of the Buyer, its servants, agents or persons under its control. 

11. RETENTION OF TITLE

1. Until the Company has received payment in full of all sums owed to it on any account by the Buyer, whether arising out of this or any other contract, legal and beneficial title to the Goods shall remain in the Company: such goods are referred to in this condition as "retained goods". Retained goods:
1. are held by the Buyer as fiduciary and the Buyer shall not in any way pledge or charge by way of security for any indebtedness, any retained goods;
2. shall be at the Buyer's risk, insured by the Buyer from the date of delivery at its own expense for their full replacement value against all usual risks, and kept safe in good condition and stored separately and clearly identifiable as the Company's property and with all identifying marks intact and legible; and
2. The Buyer's powers of use and sale of retained goods shall terminate:
1. forthwith on notice from the Company if the Buyer is in default of any of its obligations under this or any other contract with the Company or if the Company has reasonable doubts as to the ability or willingness of the Buyer to pay any sum to it on the due date;
2. automatically upon the occurrence of any of the events specified in paragraph 11 (3) below (“the Events”),
3. The Events are:
1. if the Buyer causes a meeting of or makes any arrangement or composition with its creditors, or
2. if the Buyer becomes insolvent or bankrupt, appears to be unable to pay a debt or to have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986); or, being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act);
3. if there is presented a petition for the winding up of the buyer or for the appointment of an Administrator of its undertaking; or
4. if the buyer has an Administrator or Administrative Receiver appointed over any of its assets or undertaking or a winding up order made against it or it goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or amalgamation of a solvent company).
4. The Company may, at any time on giving prior notice, enter the Buyer's premises for the purpose of inspecting retained goods and identifying them as the Company's property and the Buyer irrevocably authorises the Company to enter upon its premises for that purpose,
5. Upon suspension and revocation or determination of the Buyer's power of sale and use under this Condition the Buyer shall place all the retained goods in its possession or under its Control at the Company's disposal and shall be deemed irrevocably to authorise the Company to enter upon any of the Buyer's premises, with or without vehicles, for the purpose of removing such goods.
6. The repossession of retained goods by the Company in accordance with this Condition shall be without prejudice to all or any of the Company's other rights against the Buyer under the Contract.

12. PAYMENT

1. Subject to satisfactory trade, banker's and other requisite references, and where no other terms of payment have been specifically agreed in writing, the Company's terms are cash payment in full in £ Sterling to be made on net monthly account.
2. For export contracts only, unless otherwise specifically agreed in writing, payment shall be by irrevocable letter of credit confirmed by a London Clearing Bank and issued under the Incoterms then in force.
3. No discount or allowance will be made unless specifically stated by the Company in writing.
   Interest will be charged on all sums due under or by way of damages for breach of the contract at the rate of 2% per annum above the base rate of Barclays Bank Plc from time to time in force and shall be calculated and accrue on a day to day basis from the date on which payment fell due until payment (whether made before or after judgement has been obtained by the Company against the Buyer').
4. Time for making payment shall be of the essence of the Contract
5. The Company may at any time, in its absolute discretion, appropriate any payment made by the Buyer in respect of Goods to such outstanding debt as the Company thinks fit, notwithstanding any purported appropriation to the contrary by the Buyer.
6. The Company shall be entitled to cancel the Contract or to postpone any delivery until payment has been received, in the event that the Company has reasonable doubts about the Buyer's ability or willingness to pay on the due date,
7. The Company reserves the right at any time at its discretion to demand security for payment before continuing with an order or delivering Goods or any instalment.
8. VAT will be charged at the rate ruling at the time of despatch of the Goods or, if different, the basic tax point (as defined in regulations governing VAT from time to time in force).

13. CANCELLATION

Without prejudice to any of the Company's other rights or remedies, the Company shall be entitled forthwith upon the happening of any of the Events to cancel the Contract or On its absolute discretion) suspend further deliveries under this or any other contract with the Buyer: without liability, and if Goods have been delivered, but not paid for, the price thereof shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

14. FORCE MAJEURE

1. The Company shall not be liable to the Buyer if unable to carry out any provision of the Contract for any reason beyond its control including (but without limitation) Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure parts or materials required for the performance of the Contract
2. Should such contingency referred to in paragraph 14(a) above continue for more than three months either party may (subject to the Company repaying to the Buyer any advance payments made for undelivered Goods and the Buyer paying for Goods delivered) cancel the Contract without further liability to the other.

15. NO WAIVER

No waiver of any of the Company's rights under the Contract shall be effective unless in writing signed by a Director or other authorised person on behalf of the Company. A waiver shall apply any to the specific circumstances in which it is given and shall be without prejudice to the enforcement of a Company's rights in relation to different circumstances or the recurrence or similar circumstances.

16. NOTICES

Any notice under these Conditions shall be properly given if in writing and sent by first class post, or facsimile, to the address of the intended recipient as slated in the Contract or to such address as the Company and the Buyer from time to time notify to each other as their respective addresses for service and shall be deemed served in the case of postal notice, on the expiry of 48 hours from time of posting and in the case of facsimile, on the expiry of 15 minutes from completion of transmission by the sender.

17. CONSTRUCTION AND JURISDICTION

1. English Law shall govern construction and operation of the Contract and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
2. Each of these Conditions and each paragraph hereof shall be construed as separate condition, Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Company's liability then such provision shall apply with such modification as may be necessary to make it valid and effective.

Last update: 01/2006

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