Terms and Conditions
1. Legal Construction
Unless expressly stated in writing by a Director of the Company the terms of the Rome Convention (1980) concerning the precedence of the law of the buyer shall not apply and shall not be binding upon the Company. The contract shall be construed with English Law and shall be subject to the jurisdiction of the English Courts.
- ‘The Company’ means Weighbridge Services Ltd and ‘the Customer’ means the person , firm or company to whom a quotation is addressed or whose order is accepted by the company and the goods subject of such quotation or order.
- All prices quoted by the Company are based upon these Conditions of Sale and reflect the limitations upon the Company’s liability which they contain. Should any customer wish to contract with the Company otherwise than on the terms of such Condition of Trading special arrangements can be made and a revised price quoted by the Company.
- In the absence of any such special arrangements (which shall not bind the Company unless made in writing and signed on the Company’s behalf by a person duly authorised for that purpose) all quotations given and all contracts made by the Company and any additions or amendments thereto shall be subject to these Conditions of Trading which supersede and shall be taken to override any terms or conditions proposed or stipulated by the Customer.
- No agent or salesman of the Company has authority to give any guarantee or warranty on behalf of the Company or to transact business other than on the (unamended) terms of these Conditions of Sale or the Additional Terms and Conditions and Extended Warranty applicable to Weighbridge Services.
3. Loss or Damage In Transit
- The Company shall not in any event be liable for any loss or damage to the goods whilst in transit unless written notice thereof is given to the Company by the Customer (a) in the case of loss or damage to goods delivered to the Customer within five days of the date of delivery or (b) in the case of goods not delivered within seven days of the date upon which the Customer is notified that the goods have been consigned for delivery. Provided that is the Customer proves (i) that it was not reasonably possible for him to give such notice to the Company within the appropriate period and (ii) that notice was given within a reasonable time the Company shall not be entitled to rely on the time limits stipulated by this Condition.
- The Company shall not in any event be liable for any loss of or damage to the goods where the goods are transported by an outside freight carrier unless the Customer has complied in all respects with the freight carrier’s conditions or carriage for notifying claims for loss or damage in transit.
- Any liability which the Company 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 Company be liable for any indirect or consequential loss however caused.
4. Patents and Display
- The Customer warrants that any design or instruction furnished or given to the Company shall not be such as to cause the Company to infringe any letters patent, registered designs, or trade marks in the execution of the Company’s order. The Customer shall indemnify the Company against all claims, actions and costs made or brought against the Company (whether in England or elsewhere) in respect of the infringement of any United Kingdom or foreign patent, trademark, trade name, registered design or similar right.
- The Customer shall not without the prior consent in writing of the Company exhibit any goods or other materials supplied by the Company at a public exhibition, trade display or otherwise in the United Kingdom
- Any drawings supplied by the Company in the course of preparing proposals whether ordered or not, are the property of the Company and shall be kept confidential unless written permission is previously obtained.
- Any drawings purchased by the Customer from the Company are subject to copyright.
5. Company’s Liability for Shortages
- Acceptance of the required quantity of goods will be indicated by the signing of an advise note by the Customer, his agent, a sub-contractor or employee of one of such person who there offers to accept the same whether or not the such persons have been authorised by the Customer to receive the same, it being the responsibility of the Customer to provide someone at all times to receive such goods and authorise to sign such advice notes.
- Shortage must be advised at the time of delivery or collection, by recording the precise details on the Company’s copy of the advice note and by agreeing then with the Company’s driver or loading staff and such agreements to be indicated by the Company’s staff signing the advice note copy. The advice note shall be conclusive as to the quantity and failure to sign the same or adding such words as ‘unchecked’ shall be deemed acceptable of what is stated therein.
- For avoidance of doubt nothing in this condition 5 shall, where the goods are or are intended or expected to be the subject of a consumer transaction (as defined in the Consumer Transactions (Restrictions on Statements) order 1976) affect the statutory rights of a consumer as defined in the said order.
6. Passing of Property
- The goods shall remain the sole and absolute property of the Company until such time as the Customer shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.
- The Customer acknowledges that the Customer is in possession of goods solely as bailee for the Company until such a time as the full price thereof is paid to the Company together with the full price of any other goods the subject of any other contract with the Company.
- Until such time as the Customer becomes the owner of the goods, the Customer will store them on his premises separately from the Customer’s own goods or those of any other person or in a manner which makes them readily identifiable as the goods of the Company. The Customer will accept total risk in the goods upon delivery, and arrange for full and adequate insurance cover at the Customers own cost. The Company accepts no liability whatsoever for loss or damage occurring on the Customers premises.
- The Customer’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 Company may for the purpose of recovery of its goods enter upon any premises where they are reasonably thought to be stored and may repossess the same.
- Subject to the terms hereof the Customer is licensed by the Company to agree to sell the Company’s goods, subject to the express condition that such an agreement to sell shall take place as agents and bailees for the Company whether the Customer sells on his own account or not and that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdraft bank account and shall be at all times identifiable as the Company’s monies.
- If the Customer has not received the proceeds of any such sale, he will upon being called upon so to do by the Company, within seven days thereof assign to the Company all rights against their person or persons to whom the Customer has supplied the goods.
7. Delay in Delivery or Completion
Delay in delivery or completion shall not give rise to any liability upon the Company, whether or not any time or date is given, unless a guarantees delivery or completion within a specified time. In particular delay in delivery will not give the Customer the right to cancel an order.
- Unless a quotation or tender has been submitted the price ruling at the date of despatch notwithstanding any price specified in any order or order acceptance.
- If a quotation or tender has been submitted by the Company it will accept orders which are received within the time limit specified therein at the price stated in that quotation or tender.
- The price of the goods shall be subject to the addition of Value Added and other taxes and the cost of any special packing required by the customer.
- Any increase in costs or expenses arising from any act or, omission or any special requirements of the Customer or any modifications made at the Customer’s request may, at the Company’s option, be charged to the Customer
9. Variations to Specification
The Company reserves the right to substitute other component or materials of equivalent strength and quality when the components or materials specified are not readily available.
- Unless otherwise agreed in writing, all accounts shall be paid net at the Company’s principal place of business, (i) twenty eight days from the date of the invoice on an approved credit account. (ii) cash on delivery otherwise. Cheques and money orders shall be made payable to or to the order of the Company. Only the Company’s official receipt will be treated as valid.
- The Company shall be entitled to charge interest on all overdue accounts at the rate of 3% per month or part thereof on the outstanding balance.
- Notwithstanding Condition 10 (1) the Company shall without prejudice to its other rights have the right by notice in writing to the Customer to demand immediate payment of all monies due from the Customer to the Company for any goods delivered at whatever time.
- If payment of any account should not take place (within twenty eight days after, on or within) the date for payment specified in condition 10(1) or 10(3) as appropriate or if the Company’s rights under Condition 11 shall become exercisable, any trade discount which the Company shall allow the Customer on the full quoted price shall forthwith cease to apply, and the full quoted price shall be due and payable by the Customer to the Company.
11. Price Variation
If extra expense is incurred as a result of the Customer’s instructions or lack of instructions the Company shall be entitled to recover such extra expenses from the Customer. In any case where drawings, plans or other information are sought from the Customer to enable the Company to proceed with the execution of an accepted order the Contract price may be increased by notice from the Company, unless such material is furnished by the Customer to the Company before entering into the contract.
- Any time or date for the despatch or delivery of goods or for the completion or work whether specified in the Company's quotation or otherwise given by the Company shall be taken as an estimate made by the Company in good faith but shall not be binding upon the Company either as a term of the contract or otherwise. Only in the circumstances specified in paragraph 7 of these Terms and Conditions shall the Company be liable for any loss or damage sustained by the Customer in consequence of any other delay however caused.
- Unless otherwise agreed in writing delivery shall be made (in the case of sales within the United Kingdom) to the premises specified by the Customer (and, in the case of export sales, at the United Kingdom port of shipment specified by the Customer). Subject to Condition 7 the risk in the goods shall pass to the customer upon delivery (or, in the case of export sales, upon the goods leaving the Company's premises).
- The Company may deliver the goods in instalments and invoice the Customer as if each instalment 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 Customer, the Company may put the goods into storage at the Customer's risk and expense.
- Unless otherwise agreed in writing, carriage relating to the contract will be ex-works and a chargeable extra.
The Company undertakes to repair or replace, at the option of the Company, any goods which are shown to be defective in materials or workmanship within six months of delivery. Provided that the Company shall be under no liability under the said guarantee if:
- the Customer has not paid in full for the goods and/or
- the Customer has executed or attempted to execute repairs or alterations to the goods which are not authorised by the Company or has failed in any other respect to adhere strictly to the terms hereof and/or
- the Company has not been notified of any defect within one month of the defect becoming apparent.
14. Exclusion of Liability
- The Company's guarantee is provided by the Company and accepted by the Customer in substitution for all express or implied representations, conditions and warranties statutory or otherwise as to (a) the state quality fitness for purpose or performance of the goods and (b) the standard of the Company's workmanship and the state quality fitness or performance of any materials used in connection therewith and all such representations, conditions and warranties are hereby expressly excluded.
- Except for any liability which it may incur for death or personal injury resulting from negligence the Company shall not be liable in any manner whatsoever whether in contract, in tort, in misrepresentation or otherwise for any consequential or other loss damage or injury however caused which may arise out of or in connection with the supply of goods or the execution of any work for the Customer (including goods supplied and work executed under that said guarantee).
The Company shall have a general Lien in respect of all sums due from the Customers upon all goods to be supplied to such Customer or upon which work has been done on the Customer's behalf and, upon fourteen days written notice to the customer, may sell such goods and apply the proceeds towards the satisfaction of the sums due to the Company.
16. Force Majeure
If the performance of the contract by the Company shall be delayed by any circumstances or conditions beyond the control of the Company, the Company shall have the right at its option:
- to suspend further performance of the contract until such time as the cause of the delay shall no longer be present
- to be discharged from further performance of and liability under the contract and if the Company exercises such right the Customer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the company.
In the event of cancellation or frustration of the contract by the Customer, the Company reserves the right to charge the full Contact Price or in any event recover all costs expended on a Quantim Merit basis.
If any condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof were deleted any such condition shall apply with such modification as may be necessary to make it valid and effective.
19. Non Prime Goods
Goods sold as "non prime" goods or accepted by the Customer are sold in their state as seen, without warranty under clause 13 of these terms, and with all faults whether or not the goods have been inspected by the Customer prior to delivery. Any statement, specification, description or other information provided by the Company in respect of such goods is given in good faith but the Company can accept no responsibility for its accuracy. In no circumstances will the Company be under any obligation to replace or make good such goods or entertain any claim whatsoever in respect thereof and the Customer shall indemnify the Company against all claims made against it and all losses, liabilities, costs and expenses consequent thereon which arise out of loss or damage to property or injury to or death of any person caused or alleged to be caused by or consequent upon the supply of a product (as defined in Section 1 of the Consumer Protection Act 1987) to the Customer as "non prime" or to any third party by the customer which comprises "non prime" goods sold to the Customer by the Company or which has a component or components or includes or is otherwise manufactured from any "non prime" goods supplied by the Company whether or not such claim is made pursuant to the said Act. If the customer shall resell such goods the Customer shall ensure that a provision in similar form to this clause is incorporated in the Contract for such resale unless prior to reselling such goods the Customer has caused the goods or such part thereof as the Customer resells to comply with a recognised specification or standard.