Terms and Conditions

These Terms and Conditions apply in preference to and supersede any Terms and Conditions referred to, offered, or relied on by the Seller at any stage in the dealings between the Buyer and the Seller with reference to the Goods or Services to which this Contract relates. Without prejudice to the generality of the aforementioned, the Buyer will not be bound by any Standard or Printed Terms referred to, or furnished by the Seller in any of its documents, unless the Seller specifically states in writing, separately from such Terms, that such Terms are required to apply, and the Buyer acknowledges this in writing. In this context, quotations referred to in the Contract are referenced only for price, delivery and quality.

When this Contract contains other terms and Conditions, and conflict occurs the order of precedence shall be:
a. An agreed amendment to the Purchase order.
b. The Terms and Conditions on the face of the Purchase Order.
c. The Terms and Conditions in any attachments to the Purchase Order.
d. These Conditions.

Definitions
‘Buyer’ shall mean Wilkinson Dynamic Balancing Ltd (WDB Ltd) or any wholly owned or associated subsidiary so named at the address stated on the Purchase order.
‘Seller’ shall mean the person, firm, or company to whom the Purchase Order is issued.
‘Goods and Services’ shall mean all matter, articles, things, or provision of labour to carry out tasks, which are the subject of a Purchase Order.
‘Packaging’ includes bags, cases, carboys, cylinder, drums, pallets, tank wagons and other containers.
‘Order’ shall mean a duly authorised WDB Ltd Purchase Order form which details the instructions to the Seller.
‘Contract’ shall mean the instructions of the Buyer contained in the Purchase Order, any other conditions, or documents referred to in the Purchase Order, and these general conditions accepted by the Seller.
‘Amendment’ shall mean any variation to the Contract confirmed by an Authorised Purchase Order Form carrying the words `Purchase Order Amendment Number ….’.
‘Authorised’ shall mean the signature of the person that is either named or whose status is shown on the face of the Purchase Order.
‘Firm and Fixed Price’ shall mean no variation of price nor reconciliation of costs is permitted.

Authority: The Buyer shall not be liable for any order, amendment, letter of intent, or instructions to proceed with orders unless and until authorised, or confirmed, on the original Buyers Order.

Pricing: Unless specifically agreed on the Contract, all prices shall be firm and fixed for the duration of the contract, inclusive of carriage, packaging and certification (where required) but exclusive of import duty or VAT.

Quality: The goods supplied will be fit for purpose, new and of good construction, sound materially, of adequate strength and free of defects in design, materials and workmanship. Notwithstanding the aforementioned, goods supplied must comply with the express terms of the contract and implied conditions, warranties and terms contained in the Sale of Goods Act 1979, and Supply of Goods and Services Act 1982, any related statutes, and any statutory re-enactment(s) or modification(s) thereof and with any specification of the British standards Institution (or equivalent) which is relevant to the Goods and Services at the time of order.

Access: The Seller will allow the Buyer, their customer and regulatory authorities the right of access to all facilities involved in the Order and to all applicable records.

Payment
a. Provided Goods and Services have been received and comply with the requirements of the Purchase Order, unless otherwise agreed, payment shall be made 60 days from the date the invoice is received, or the goods are delivered, whichever is the later.
b. Value Added Tax, where applicable, must be shown separately on al invoices.
c. Payment may be delayed but no prompt payment discount shall be forfeited by the Buyer, if the Seller fails to mark the Buyers order number on the consignment, package packing notes, invoices, monthly statements and all other correspondence.
d. Any payment shall be without prejudice to the Buyer’s rights, should the goods or services prove unsatisfactory or not in accordance with the contract.

Assignment & Sub-Contracting
The Seller shall not assign or contract any of its rights or duties under this Contract without the prior written authority of the Buyer. Where permission is given, the Seller shall remain responsible for the performance of the Order, and ensuring that any Assignee complies with the requirements of this Contract. When requested by the Buyer, a copy of sub-order detail will be provided at no charge.

Cancellation
Any time or period of delivery, despatch or completion shall be of the essence. The Buyer shall also be entitled to cancel an Order or any part thereof and/or claim reimbursement for all losses and expenses suffered in the event that:
a. The Seller fails to deliver Goods and Services in accordance with the terms of the Order.
b. The Seller fails to make progress with the Order so as to jeopardise the purpose of the Order.
c. The Seller being given a reasonable period to rectify the situation, fails to provide an adequate or satisfactory service.
d. The Seller becomes bankrupt or insolvent, or has a receiving order made against it, or compounds with its creditors or, being a corporation, commences to be wound up or if the Seller attempts to carry on its business under a receiver for the benefit of any of its creditors.
e. The Seller is the subject of a takeover by or merger with another company.
In the event of cancellation for any of the foregoing reasons, or, in the event of circumstances unforeseen at the time of placing the order resulting in the goods and services being no longer required, the Buyer shall not be liable for any unfulfilled commitment.

Packaging, Delivery and Marking
All goods supplied against the Order must be adequately protected against damage and deterioration in transit and delivered, carriage paid. Any information related to the handling and storage of goods upon receipt is to be clearly marked on the packaging and accompanying paperwork. The goods shall be at the Seller’s risk until delivered to the Buyer at the point specified in the Order, unless the Buyer otherwise agrees in writing. Unless otherwise provided in the Order, the Seller shall be considered responsible for the collection and disposal of all returnable packaging at no cost to the Buyer.

Patents and Other Rights
The Seller will indemnify the Buyer against any claim or infringement of Letters Patent, Registered Design, Trade Mark, or Copyright by the use or sale of any article or material supplied by the Seller to the Buyer and against all costs and damages which the Buyer may become liable in any such action. The Buyer on his part warrants that any instruction furnished or given by him shall not be such as to cause the Seller to infringe any Letters of Patent Registered Design, Trade Mark, or Copyright in the execution of the Purchase Order. In the event that the Seller becomes aware of any such arrangement, notification must be given to the Buyer immediately.
Where development forms part of this order, the ownership of any invention, design or copyright arising from such development, shall be transferred to the buyer, and the Seller shall co-operate in any measure necessary to make such a transfer effective as soon as any right arises.
The Seller shall treat all information provided by the Buyer as confidential and use such information only for the purposes of performing the Buyer’s Order. Where drawings or other data are issued, the Seller shall exercise proper custody and control and return/dispose of such in accordance with the Buyer’s instructions.

Indemnity
The Seller will keep the buyer indemnified in respect of all loss and/or expense which results during proper use directly or indirectly from defective materials, goods workmanship or design, supplied by the Seller, and against any claims for the loss or injury to any person by reason of the Seller’s negligence, or any act of omission on the part of the Seller’s employees, sub contractors or agent arising out of the performance of the Order. The Seller will also keep the Buyer indemnified against any damage to the Buyer’s property (including any materials, tools or patterns sent to the Supplier for any purpose). The Seller will repair, or replace at the Buyer’s request any defective items, free of charge.Safety
a. In accordance with the requirements of the Health and Safety at Work Act 1974 and any re-enactment or amendment thereof, any safety precautions required for the handling of the material covered by the Order are to be clearly indicated on each consignment.
b. Hazardous goods must be marked in accordance with Classification, Packaging and Labeling of Dangerous Substances Regulations 1984 and subsequent amendments. Risk and Safety notice must be in English.
c. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Seller shall observe the requirements of U.K. and International Agreements relating to the packing, labelling and carriage of hazardous goods.
d. Hazard data sheets must be supplied with the delivery for all hazardous materials, and the information contained in the data sheets must meet the legal requirements of the Health and Safety at Work Act and the Health and Safety executive Guidance Note HS/G27.

Acceptance
The Seller will notify the Buyer of any non-conformance. Acceptance of the non-conforming product will be at the Buyer’s discretion and the Seller must obtain this acceptance in writing before proceeding with any modifications/corrections.
In the case of goods delivered by the Seller not conforming with the Contract whether by reason of not being of quality, or the quantity, or fit for the purpose stipulated, the Buyer shall have the right to reject such goods within a reasonable time of their delivery and to purchase equivalents elsewhere without prejudice to any other right which the Buyer may have against the Seller. Before exercising the said right to purchase elsewhere, the Buyer shall give the Seller reasonable opportunity to replace rejected goods with goods which conform to the contract. Where the Buyer receives goods as unexamined, the Buyer’s rights to subsequently reject them if they do not comply with the specification, or claim for shortage, shall not be prejudiced. When goods are rejected, they will be returned at the Seller’s risk and expense. The making of payment shall not prejudice the Buyer’s right of rejection.

Variations
The Supplier shall not alter any of the goods/processes, except as directed by the Buyer. The Buyer shall have the right, from time to time during the execution of the Contract, by amendment to the order, to direct the Supplier to add or omit, or otherwise vary, the goods, and Supplier shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Contract.

Suspension
In the event of any interruption of the Buyer’s business dur to circumstances beyond the Buyer’s control, such as, but not limited to any dispute, fire, explosion or accident which would prevent or hinder the use of goods or services which are the subject of the Order, the Buyer shall have the right to suspend the Order until such circumstances have ceased.

Loss or Damage
The Seller shall be liable for any loss or damage, (including any consequential or indirect loss), howsoever arising, which may be suffered by the Buyer, by reason of any defect in, or failure to perform, on the part of the Goods and/or Services.

Use of Equipment
Contractors and sub-contractors are not permitted to use for any purposes whatsoever plant or equipment belonging to WDB Ltd
If any employee of WDB Ltd consents or purports to consent to any such use of its plant or equipment, the person saying the same, does so at his peril and WDB Ltd would accept no liability for the condition of any such plant or equipment or for any injury, loss or damage arising out of the use thereof, however caused.

Law
The construction validity and performance of the Order shall be governed by the law of English and subject to the exclusive jurisdiction of the English courts.

Terms and conditions of sale

DEFINITIONS
In these terms and conditions the following words shall have the following meanings;” Customer “ shall mean the person, firm or company offering to purchase goods from the Company.
“Company shall mean Wilkinson Dynamic Balancing Limited and its successors in title and assigns.
“Goods shall mean the articles and services that are the subject matter of the contract between the Company and the Customer as set out on the written quotation (if any) provided to the Customer by the Company.

STATUS
All business undertaken by the Company is undertaken on these terms and conditions and variations will only be binding on the parties if such variations are in writing and signed by an authorised representative of the Company. Any order placed by a Customer is on these terms and conditions and any terms and conditions tendered by the Customer shall not apply.

SETTLEMENT TERMS
Payment is due in pounds sterling and by the end of the month following the date of the Company’s invoice. The Customer shall not be entitled to make any deduction whatsoever whether by reason of set-off or for any other reason.

PRICES AND PAYMENT
(a) All quotations are given at the current prices, but are subject to alterations without notice in accordance with the Company’s prices at the time of delivery. All prices exclude Value Added Tax and all other taxes legally imposed in relation to the sale of the goods which are payable in addition.

(b) Time of payment shall be the essence of the contract between the Company and the Customer. Payments which are not received in full by the due date will be considered over due and remain payable by the Customer together with interest for late payment. The interest payment shall be the rate equivalent to that specified in the Payment of Commercial Debts (Interest) Act 1998 calculated on a daily basis from the date of invoice whilst payment of such interest to be compounded daily and payable both before and after any judgement (unless a court order states otherwise).

WARRANTY AND LIABILITY
a) The Company warrants that, on written request, within 12 months from the date of the invoice or delivery (which ever is the earlier), it will repair or replace, at its sole discretion Goods which malfunction due to faulty material, workmanship installation or design (except where the Goods were designed and supplied to the Customer’s specification). This warranty does not extend to parts, materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Company.
The Company shall not be liable for any defect arising from fair wear and tear, improper maintenance, negligence, abnormal working conditions, failure to observe the operating instructions or unsatisfactory installation work (unless undertaken by the Company).
The Company shall be under no liability under the warranty in paragraph 5(a) (or any other warranty or condition) if the total price for the Goods has not been paid by the due date for payment or if the Customer or a third party undertakes changes or repairs to the equipment without the Company’s prior written consent.
Save as set out above in this paragraph 5 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer for any loss or damage (whether for loss of profit or otherwise), cost expenses or other claims for 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 by the Customer.
The Company shall not be liable in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control.
Save for any liability in respect of death or personal injury carried by the Company’s negligence the Company’s liability shall not exceed the Price actually paid for the Goods.

DELIVERY DATES
Whilst the Company shall always do its best to comply with a date quoted for delivery of Goods, it accepts no liability for loss or damage arising from failure to comply unless previously agreed with the Customer in writing. The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Company.

CLAIMS
The Company must be notified in writing, within five days of delivery of the Goods, of any claim in respect of damaged Goods or short delivery or where the damage or defect was not apparent on delivery within five days of discovery of the damage or defect. In the case of non-delivery the Company must be notified within five days of receipt of the Company’s invoice.

RETURNS
Goods correctly supplied may not be returned without the Company’s agreement in writing. Goods so returned must be consigned carriage paid and accompanied by a packing note stating the Company’s delivery note number. The Company reserves the right to make a re-stocking charge.

ORDERS
Written confirmation of telephone orders should be clearly marked as such, otherwise the Company shall not be responsible should the order be duplicated. The Company reserves the right to refuse any order placed or to refuse cancellation of any order or to suspend delivery of any order from time to time if any account of the Customer is in arrears or the Company reasonable believes the Customer is or will be unable to settle any account.

WAIVER
A waiver by the Company of any term or condition shall not constitute a general waiver of such terms or condition.

OWNERSHIP
Property in the Goods shall not pass to the Customer until the Company has received cleared funds for the Goods and all other monies owed by the Customer to the Company have been paid in full.
Until 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 from those of the Customer and third parties and properly stored, protected insured and identified as the Company’s property. The Company shall be entitled at anytime to enter upon any premises where the Goods are stored to inspect them. Until such time as the Goods passes to the Customer, the Customer shall be entitled to sell or use the Goods in the ordinary course of its business (unless the Company revokes such entitlement) provided any resale is at the full market value of the Goods.
Until such time as the property in the Goods passes to the Customer (and provided that 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 where the Goods are stored and repossess the Goods. The Company shall be entitled, where the Goods have become fixed or attached to or incorporated within any other products (“Assembled Goods”) to detach the Goods from such Assembled Goods.
The Customer shall hold in fiduciary capacity from the proceeds of resale or otherwise of the Goods the Company’s Proceeds (which means a sum equal to the price of the Goods due to the Company) and keep the Company’s Proceeds separate from any monies or property of the Customer and third parties in a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company or, in the case of tangible proceeds stored, protected and insured.
Notwithstanding the Customer’s use of the Goods being incorporated into, combined with or used in the process of creating or manufacturing other Goods or items, upon the creation of such other goods or items the Company shall be the legal owner of such other goods or items jointly with the Customer and any other suppliers of items used in such process and the beneficial owner of such other goods or items jointly with the Customer and such other suppliers if any in such proportion as the price of the Goods due to the Company bears to the overall cost of production of such other goods or items and the Customer shall hold such other goods or items as the Company’s fiduciary agent and bailee and paragraph 11(d) shall apply to such other goods or items.
The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all the monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
The provisions set out in paragraph 11 shall be without prejudice to the obligation of the Customer to purchase the Goods.

GENERAL
The Customer shall indemnify the Company and keep the Company indemnified against all cost, expenses, damages and demands incurred by the Company in respect of any alleged infringement of patents, trade mark, copyright, design or other industrial property rights used by the Company at the request of the Customer and in respect of any alleged breach of any statute where the Company relies upon information relating thereto or labels provided by the Customer, and the breach dose not arise from the negligence or default of the Company.
These terms and conditions set out the entire agreement and understanding (subject to any variation in accordance with paragraph 2) between the Company and the Customer.
To the extent that any provision of these terns and conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this these terms and conditions, it shall not affect the enforceability of the remainder of these terms and conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
These terms and conditions or any term implied under them are not enforceable pursuant to the contract (Right of Third Parties) Act 1999 by any person other than the Customer and the Company.
These terms and conditions shall be governed by and construed in accordance with English law and the Company and the Customer irrevocably submit for all purposes in connection with them to the exclusive jurisdiction of the courts of England.

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