1. CONDITIONS AND REPRESENTATIONS
A. Unless otherwise agreed in writing by Woodworkingtooling Ltd, ("The Seller") goods are supplied by the seller only on these conditions.
The giving by the purchaser of any delivery instructions for the goods or any part thereof, of acceptance by the purchaser of delivery of the goods or any part thereof (or any conduct by the purchaser in confirmation of the transaction set out on the face hereof after receipt by the purchaser of this document) shall constitute unqualified acceptance by the purchaser of these conditions.
B. The seller shall be under no liability, nor shall the purchaser be entitled to any remedy, by reason of the provisions of the misrepresntation act 1967 as amended to the extent (if any) that the court or an arbitrator may allow reliance on it as being fair and reasonable in the circumstances.
C. Nothing in these conditions shall affect any right of the seller against or in connection with the goods.
2. PRICE AND PAYMENT
A. A carriage and packing charge ill be made on each invoice. Unless otherwise stated in writing the price of the goods is exclusive of the packing charge, VAT, freight, carriage, insurance and all other applicable taxes and duties.
B. The seller reserves the right to refuse acceptance by the purchaser of a quotation unless such quotation is stated in writing to be open for a specified period and is now withdrawn by the seller within such period.
C. The purchaser shall not be entitled to make any deductions from the price in respect of any set-of or counter claim unless both the validity and the amount thereof have been admitted by the seller in writing.
D. The seller shall be entitled to adjust the price, whether before or after acceptance in the event of any increases in the cost to the seller of supplying the goods for any reason whatsoever, including (without prejudice to the generality of the foregoing) increase in the cost of materials, wages, overheads, freight, duty or changes in exchange rates, or the action of any government or authority.
3. PASSING OF PROPERTY
A. The property in the goods and the beneficial ownership thereof shall remain in the Seller until the Seller has received the purchase price in full as well as any other payments due to the Seller here-under or until the property is vested in some other person by the operation of any statute or where the Purchaser who shall in such case act on its own account and not as agent for the Seller re-sell the goods before beneficial ownership of the goods has vested in the Purchaser the beneficial entitlement of the Seller shall attach to the proceeds of re-sale or the claim for such proceeds pending full payment. Throughout the period of the beneficial ownership of the Seller in terms of the above provisions, the Purchaser shall in its fiduciary capacity hold the goods on the account and for the benefit of the Seller.
B. If the goods or any part thereof become constituents of or be converted into other goods while subject to the Sellers beneficial ownership as aforesaid the Seller shall have property in and beneficial ownership of such goods as if they were solely and simply the goods and accordingly sub-clause (A) above shall so far as appropriate apply to such other goods.
C. So long as the property in the goods remains in the Seller the Purchaser must keep the goods free from any charge, lien, encumbrance and mark the goods conspicuously as being the Seller's and if the Purchaser is in default in any obligation hereunder or is insolvent the Seller shall have the right, with or without prior notice to the Purchaser, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Purchaser). On retaking possession of the goods the contract shall be terminated.
A. The purchaser shall not be entitled to make any claim against the Seller in request of any shortfall in the quantity of the goods specified in the delivery note or, where the Seller is responsible for the carriage of goods, any damage to or non-delivery of all or any part of the goods unless the Seller is informed in writing of such shortfall damage or within 7 days of receipt of the Advise Note by the Purchaser from the Seller, whichever is the shorter.
B. Unless otherwise stated in writing, the goods shall be at the Purchaser's risk from the time at which delivery is deemed to take place under this condition save that if the goods pass to the Purchaser prior to the time of delivery the risk in the goods shall pass to the Purchaser with the passing of property. Section 32(3) of the Sale of Goods Act 1893 shall not apply to this contract.
5. LIABILITY FOR DEFECTS
A. Without prejudice the Seller does not save as provided in this condition 5 accept any liability for any damage to property or consequential loss howsoever arising caused to the Purchaser by reason of the supply of goods otherwise than in accordance with the contract. The Purchaser is strongly recommended to test all goods before using them in order to ascertain their fitness or suitability for the Purchaser's purpose. In the case of the consumer transaction this condition shall not affect the statutory rights of the Purchasers.
B. The Seller gives no guarantee in respect of goods which are not of the Seller's manufacture but shall pass on to the Purchaser the benefit anu guarantee obtained by it from the Manufacturer or supplier thereof (but so that nothing shall require the Seller to commence proceedings against such Manufacturer or supplier or to incur any material expense in connection with any such claim by the Purchaser).
C. Save as expressly provided herein and except in cases where the absolute prohibitions against restriction for exclusion of liability contained in section 2(1).6(1) and 6(2) of the unfair Contract Act 1977 apply to the Seller cannot accept any liability whatsoever arising in common law, or otherwise whether arising out of any defect in, failure of or unsuitability for any purpose of the goods or any part thereof whether the same is due to any act, omission, negligence or wilful fault of the design, workmanship or material or to any cause whatsoever and all conditions, warranties or other terms whether expressed or implied, statutes inconsistent with the provisions of this Condition 5 are hereby expressly excluded.
D. If it be held in relation to any particular contract to which these conditions apply that Condition 5(C) above is not effective then the Purchaser shall not be entitled to reject the goods and any damages recoverable by the Purchaser in respect of any breach by the Seller shall be limited to the reasonable cost of remedying the defect or other matter constituting the breach, provided that the Seller shall first be afforded the opportunity of itself carrying out such remedial work and the Seller shall not under any circumstances be liable for any consequential loss, injury or damage suffered by reason of such breach.
Cancellations cannot be accepted by the Sellers. Any cancellations which may exceptionally be accepted shall be subject to a special cancellation charge, the amount of which the Seller may in their absolute discretion determine.
7. PRODUCT POLICY
The Vendor reserves the right to change the goods in any way if the Vendor feels it falls within the Terms and Conditions of the Company's Policy of continuous research and development of their products.
8. PROPER LAW
This contract shall be construed and governed in all respects by English Law and, unless in writing goods shall not be required to comply with any provisions of any other law. All disputes arising under or relating to this contract shall be subject to the jurisdiction of the Courts of England.
9. The headings of these conditions are provided for convenience only and shall have no effect on the interpretation thereof.