1. GENERAL TERMS AND CONDITIONS OF SALE (UK)

1.01 In these terms:

“the Seller” means Wescol Limited.

“the Buyer” means any person dealing or contracting with the Seller in respect of the purchase or prospective purchase of Goods.

“the Contract” means any contract from time to time entered into between the Seller and the Buyer for the supply of goods.

1.02 All quotations are given and all orders are accepted on these terms, which supersede any other terms appearing in the Seller’s catalogue or elsewhere, and override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiations, and any course of dealing established between the Seller and the Buyer. All orders hereafter made by the Buyer shall be deemed to be made subject to these terms.

1.03 The Buyer acknowledges that these terms shall constitute the entire understanding between the parties for the sale of goods.

1.04 No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer’s documentation shall not imply any modification of these terms.

2. QUOTATIONS

Quotations are subject to withdrawal at any time before receipt at an unqualified order from the Buyer and shall be deemed to be withdrawn unless so accepted within 30 days from their date.

3. THE GOODS

3.01 All descriptions and illustrations contained in the Seller’s catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described therein, and nothing contained in any of them shall form any part of the contract.

3.02 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer, it is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.

4. THE PRICE

4.01 The prices shall be those quoted or accepted by the Seller and subsequently confirmed in writing subject to any revision in the event of any increase or decrease.

4.02 All prices quoted are accepted exclusive of VAT and the contract price shall be such price plus VAT at the prevailing rate unless the buyer is outside of the UK.

5. CANCELLATION

The Buyer may not cancel the contract without the consent of the Seller, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage, claims or actions arising out at such cancellation unless otherwise agreed in writing.

6. PAYMENT

6.01 Unless otherwise agreed in writing the Goods are sold subject to payment in cash payable on the last day of the calendar month following the month in which the Goods are despatched. Time of payment shall be the essence of the contract.

6.02 At the discretion of the directors of the Seller, where payment is not made in accordance with clause 6.01 above, interest on all sums due shall run at the rate of 8 per cent over the base rate of the Seller’s Bankers from time to time until payment is received after as well as before any judgement thereof. The Buyer will indemnify the Seller against all legal expenses incurred in collecting any sums outstanding from the Buyer.

6.03 Unless otherwise agreed in writing and indicated on the invoice, payment shall be made in sterling at the office of the Seller.

6.04 In the case of a contract involving more than one delivery if default is made in payment on the “due date” for anyone delivery, the Seller at his option shall be entitled to treat the contract as repudiated by the Buyer and claim damages accordingly.

6.05 Without prejudice to Clause 7.04 hereof a contract cannot be cancelled except by mutual agreement and only on terms which would fully indemnify the Seller.

6.06 The Proprietor or Directors are personally liable for the payment of goods supplied notwithstanding clause 3 above; title to any goods supplied will not pass until Wescol Limited is in cleared funds representing any unpaid debt.

7. DELIVERY

7.01 All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of Goods or any of them for whatever reason or for any loss consequential or otherwise arising there from.

7.02 The Seller shall have the option of revising the delivery date or dates if circumstances beyond the Seller’s control will prevent the Seller keeping to the original agreed date or dates.

7.03 Should the Seller be prevented from delivering part of the goods by reason of any of the clauses specified in the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the contract.

7.04 The Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.

7.05 In the case of a contract involving more than one delivery unless the contract provides otherwise, the whole of such delivery shall be accepted in the six months from the date of such delivery. In the event of failure to accept any delivery that delivery shall be immediately invoiced and costs involved charged to the Buyer’s account, the Goods being held at the Buyer’s risk and expense.

7.06 Delivery shall be deemed to take place when the Gods are delivered to the Buyer’s premises.

7.07 All goods are delivered at the Buyer’s risk unless otherwise expressly agreed.

8. PASSING OF RISK AND PROPERTY

8.01 Risk of damage to or loss of the Goods shall pass to the Buyer.

8.01.1 In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection.

8.01.2 In the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery.

8.02 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such payment takes place the following provision of this Clause 8 shall apply.

8.03 The Buyer shall not:

8.03.1 Pledge the Goods or documents of title thereto, or allow any lien to arise thereon.

8.03.2 Process the Goods.

8.03.3 Deal with or dispose of the Goods or documents of title thereto or any interest therein.

8.04 If the Buyer defaults in the punctual payment of any sum owing to the Seller then the Seller shall be entitled to the immediate return of all Goods sold by the Seller to the Buyer (or documents of title thereto) in which the property has not passed to the Buyer, and the Buyer hereby irrevocably authorises the Seller to recover the Goods or documents and to enter any premises of the Buyer for that purpose. Demand for or recovery of the Goods or documents by the Seller shall not of itself discharge either the Buyer’s liability to pay the whole of the price and take delivery of the Goods or the Seller’s right to sue for the whole of the price.

9. INSPECTION OF GOODS

The Buyer shall inspect the Goods immediately on receipt thereof and shall within three days give notice to the Seller in detail of any ground on which the Buyer alleges that the Goods are not in accordance with the contract or are defective in material or workmanship. If the Buyer fails to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods accordingly. In the event that the Buyer establishes to the Sellers reasonable satisfaction that the Goods are not in accordance with the contract or are so defective, the Buyer’s sole remedy in respect of such non-accordance or defects shall be limited as the Seller may elect to the replacement of the Goods or refund of the purchase price against return of the Goods.

10. WARRANTIES, LIABILITIES AND RETURNS

10.01 The Seller will make good, by repair or at the Seller’s option by the supply of a replacement, defects which under proper use appear in such part or parts of the Goods as are of the Seller’s manufacture within a period of (12) months after the Goods have been delivered and arise solely from faulty design, materials or workmanship. Provided always that defective parts are promptly returned by the Buyer carriage paid to the Seller’s works and become the property of the Seller if replaced.

10.02 These terms set out the Seller’s entire liability in respect of the Goods, and the Seller’s liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise however except any implied by law which by law cannot be excluded. Save as provided in these terms and except as aforesaid the Seller shall not be under any liability, whether in contract, tort or otherwise in respect of defects in the Goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith.

10.03 No goods may be returned after three working days following delivery unless otherwise agreed by Wescol Limited in writing. Normally a 20% handling charge will be levied for the authorised return. Unauthorised returns will not be accepted. Goods manufactured to customer’s specifications cannot be returned. All goods manufactured by Wescol Limited are guaranteed free from defect for a period of twelve months from the invoice date. Goods may not be returned for evaluation under warranty without the consent of Wescol Limited having first been obtained in writing.

11. INSOLVENCY

11.01 The Seller shall (without prejudice to their rights hereunder) in the event that serious doubt arises as to the solvency of the Buyer, give notice to the Buyer to pay within seven days the full amount for the goods under this or any other unpaid contract between the Buyer and the Seller and if at the end of the seven day period the Buyer has failed to pay the whole of the balance outstanding, the Seller shall be entitled to the immediate return of the goods and shall further be entitled to such immediate delivery upon the early appointment of the Receiver for which purpose the Seller shall be entitled and the Buyer hereby grants to the Seller or his agents licence to enter any premises under the control of the Seller at a reasonable time for the purpose of removing such goods from the aforementioned premises.

11.02 If the Buyer ceases to pay his debts in the course of business or cannot pay his debts as they become due, or a company deemed unable to repay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy, or has a bankruptcy petition issued against him, the Seller without prejudice to other remedies shall:

11.02.1 Have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for the Goods delivered or Goods prepared for delivery whether completed or not, together with materials and other incidental expenses incurred for the Buyer (“the Charge”). The Charge shall be an immediate payable debt calculable on the total of the Goods due to be delivered and all expenses incurred:

11.02.2 In respect of all unpaid debts due from the Buyer have a general lien on all Goods and property In their possession (whether worked or not) and shall be entitled on the expiration of 14 days notice to dispose of such Goods or property in such manner and at such a price as they think fit, and to apply the proceeds towards such debt.

11.02.3 To call upon the Buyer’s premises and collect all Goods properly marked and identified as property of the Seller.

12. A FORCE MAJEURE

The Seller shall be under no liability if they shall be unable to carry out any provision of the contract for any reason beyond their control, including (without limiting the foregoing) Act of God, legislation. war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contracts. During the continuance of such contingency, the Buyer may by written notice to the Seller, elect to terminate the contract and pay for work done and materials used but subject thereto, shall otherwise accept delivery where available.

13. CONTRACT OF VARIATION

No variation of these Conditions or the particulars and our acceptance shall be valid unless agreed by us in writing.

14. PROPER LAW

These Conditions and all other express terms of the contracts shall be governed and construed in accordance with the law of England and Wales.

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