TERMS AND CONDITIONS
“WPS” means Willowbrook Plant Services Limited
“The Customer” means Willowbrook Plant Services’ customer
These conditions apply to all orders, estimates and contracts for the supply of any goods and services by WPS to The Customer and no variation of these conditions is to have any effect unless accepted in writing by WPS.
3. Health and Safety
All goods of whatever description and whether subject to special requirements or to WPS’s specification as to their use quality or fitness for any purpose are supplied on condition that The Customer ensures that the directions and advice given by WPS in its instruction
manuals/documents supplied with the goods are strictly observed and that their contents be specifically drawn to the attention of all their employees. The Customer shall be solely responsible for providing at its own cost all such safety equipment and for fully equipping the goods to meet the standards for the time being imposed pursuant to the Health and Safety at Work, etc. Act 1974 in the light of The Customer’s own particular working conditions, the location of equipment and requirements.
Any certificate of warranty which is supplied with the goods is given in addition and not in substitution for the statutory contractual and other legal rights of The Customer.
5.1. The quantity, quality and description of and any specification for goods and services shall be those set out in WPS’s quotation.
5.2. WPS reserves the right to alter the specification of any goods without prior reference to The Customer provided that such alteration does not materially reduce the standard of the previous specification.
5.3. All drawings, dimensions and weights provided by WPS are approximate only and WPS does not warrant or represent them to be correct.
5.4 No order which has been accepted by WPS may be cancelled by The Customer except with the agreement in writing of WPS and on terms that The Customer shall indemnify WPS in full against all loss (including loss of profits), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by WPS as a result of cancellation.
5.5. Notwithstanding the provisions of Clause 5.4, WPS will accept returns of standard parts/goods if all the following circumstances can be met:
5.5.1. WPS has given its prior written express consent to such return of goods
5.5.2. The Customer is responsible for ensuring that goods are safely returned to WPS within 14 days of delivery to The Customer or The Customer’s agent in saleable condition at no cost to WPS;
5.5.3. The goods have not been used or tampered with in any way;
5.5.4. The Customer remains liable for all carriage, testing and labour charges if incurred in respect of the goods returned which charges shall be settled within 30 days of the invoice date;
5.5.5. The Customer pays WPS by way of liquidated damages and as a genuine pre-estimate of loss of profit, twenty per centum (20%) of WPS’s invoice value of the goods so returned. Where the contract is for delivery instalments defects in quality in any delivery shall not be a ground for cancellation of the remainder of the contract.
Illustrations, photographs and advertising matter used by WPS are for general information only and whilst every effort is made to ensure that technical information is correct, such information shall be deemed to be approximate only and minor deviations therefrom shall not render WPS liable in any way to The Customer.
Where a period is named for delivery and is not extended by mutual agreement in writing then WPS reserves the right to require The Customer to take delivery within that period. Although WPS will use its best endeavours to deliver goods at the rate and at the time quoted for delivery, it shall not be liable for any loss or damage arising from its failure to do so. If WPS is prevented (directly or indirectly) from making delivery of the goods or any part thereof, by reason of acts of God, strikes, lockouts, trade disputes, fire, breakdowns, interruption of transport, Government action, or any cause whatsoever (whether or not of the like nature to those specified above) outside its control WPS shall be under no liability whatsoever to The Customer and shall be entitled at its option (to be notified to The Customer in writing) either to cancel the agreement or to extend the time of its performance WPS shall be entitled to add the reasonable cost of carriage and packaging where it delivers goods and the cost of travel when services are rendered Unless WPS receives from The Customer written notice of a claim for wrong delivery or damage to or loss of goods the subject of delivery within 10 working days of the date of posting of the Delivery
Note then the lack of such written notice shall be conclusively deemed to show acceptance of goods as being delivered fully in accordance with the Delivery Note. Unless otherwise stated in writing WPS shall be entitled to make partial deliveries and to determine
the route and manner of delivery of the goods and shall for the purpose of Section 32 (2) of the Sale of Goods Act 1979 to be deemed to have The Customer’s authority to make such contract with any carrier as to WPS shall seem reasonable.
7. Liability and Indemnity
WPS shall not be liable to The Customer and The Customer shall indemnify WPS from and against all actions, costs, claims and demands of whatever nature made against WPS for any loss and damage including consequential loss or damage caused:
7.1. By the failure of The Customer or its employees to observe the directions and advice given by WPS in their instruction manuals, documentation or otherwise in relation to any goods supplied;
7.2. By any defect arising out of the use of or in the quality of any goods supplied or in such goods not being fit for any purpose unless such use was qualified or fitness for purpose was indicated in WPS’s specifications for goods of their description;
7.3. By any failure of the goods supplied to accord with any recommendation of WPS made in good
faith but not contained in WPS’s specifications;
7.4. By any defect or deficiency in the goods where the failure of The Customer to comply with the conditions for acceptance and delivery contained in Clause 5 – Specification hereof has prevented a proper verification and proof of such defect or deficiency.
7.5. By the use of any goods otherwise than within the stated capacity of the same as stated in the WPS’s specification or by the lack of proper maintenance of the goods after delivery or the failure to provide safety equipment in accordance with Clause 3 – Health and Safety
7.6. WPS shall not be liable to The Customer or deemed to be in breach of the contract by reason
of any delay in performing or any failing to perform any of WPS’s obligations in relation to the goods
and services if the delay or failure was due to any cause beyond WPS’s reasonable control. Without
prejudice to the generality of the foregoing, the following should be regarded as causes beyond
WPS’s reasonable control:-
7.6.1. Act of God, war, threat of war, explosion, flood, tempest, fire, accident, insurrection,
sabotage, civil disturbance or requisition. Also, strikes, lockouts or other industrial actions or trade disputes whether involving employees of WPS or of a third party;
7.6.2. Acts, restrictions, bylaws, prohibitions or measures of any kind on the part of any government or parliamentary or local authority, import or export regulations or embargo;
7.6.3. Difficulties in obtaining raw materials, labour, fuel, parts of machinery, power failure or breakdown machinery;
Whilst the officers and employees of WPS will give such advice or technical assistance as may be necessary to customers of WPS, WPS shall not be liable for any loss or damage arising from any reliance on such advice unless such advice is given in writing and signed by a Director of WPS.
Risk in the goods supplied shall pass on delivery unless specified in the contract.
9.1. The Customer will not own the goods even though risk in the goods has passed in accordance with Clause 8 – Risk until one of the following events occurs:-
9.1. 1. WPS is paid in full for the goods and no other amounts are outstanding from The Customer to WPS in respect of other goods supplied to The Customer by WPS;
9.1.2. The Customer sells the goods in accordance with this agreement in which case ownership of the goods will pass to The Customer immediately before the goods are delivered to The Customer’s buyer;
9.1.3. WPS waives its right under this Clause in respect of specified goods whereupon ownership of those goods will vest immediately in The Customer
9.2. Before title has passed to The Customer under the terms of Clause 2 – General Provisions and without prejudice, to any of its other rights WPS shall have the right to recover and resell the goods or any of them and may at any time enter upon The Customer’s premises by its servants or agents for that purpose.
9.3. As the insurable risk in the goods shall pass to The Customer as soon as the goods are delivered to him or to his order and pending disposal The Customer shall keep the goods insured in the amount of the price at which the goods are sold to The Customer against all insurable risks.
9.4. If goods are destroyed by an insured risk prior to the same being paid for by The Customer, The Customer shall receive the proceeds of the insurance as trustees for WPS.
The price for the goods and/or services shall be as quoted or in accordance with the WPS’s price list at the time of delivery in the event of no quotation being given. WPS reserves the right to increase the price for all or any part of the goods and/or services that are to be supplied under contract to reflect any increase in the cost to WPS. Further, WPS shall be entitled to request a deposit. The price is exclusive of any V.A.T. which The Customer shall be additionally liable to pay to WPS.
All invoices shall be paid within 30 days of the invoice date unless otherwise mutually agreed with The Customer.
If The Customer fails to make payment on the due date then without prejudice to any other right or remedy available to WPS, WPS shall be entitled to:-
11.1. Cancel the contract or suspend any further services to The Customer;
11.2. Charge The Customer interest on the amount unpaid at the rate of 2% per annum above the base lending rate of Lloyds TSB Bank Plc from time to time until payment is made in full;
11.3. Charge The Customer all costs incurred by WPS in recovering or perusing any overdue accounts irrespective of whether proceedings have been commenced.
WPS shall have a general lien on all goods and property of The Customer in the possession of WPS in respect of all sums due from The Customer to WPS but unpaid and WPS shall be entitled on giving 14 working days notice in writing to The Customer to dispose of such goods or property and to apply the proceeds thereof towards the reduction of such debt. In the event of there being any monies due from WPS to The Customer at any time on any account whatsoever then notwithstanding any rule of law or course of practice or contract to the contrary any right which The Customer might have against WPS to set off sums so due or claimed as due from WPS to The Customer against the purchase price of the goods and/or services is hereby excluded.
12. Proper Law and General Provisions
The contract shall be construed and governed in all aspects by English Law and, unless expressly acknowledged in writing in WPS acceptance of the order, goods shall not be required to comply with any provisions of any other law. All disputes arising under or relating to the contract shall be subject to the jurisdiction of the Courts of England Any notice required or permitted to be given by the other party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other addresses may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by WPS of any breach of the contract by the customer shall be construed as a waiver of any subsequent breach of the same or any other provision. Acts, restrictions, bylaws, prohibitions or measures of any kind on the part of any government or parliamentary or local authority, import or export regulations or embargo.
Mitchell Road, Corby
Northamptonshire, NN17 5AF
+44 (0)1536 261671
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