Terms & conditions
(i) In these terms and conditions the following definitions shall apply.
“The Seller” means ITW Industry a division of ITW Ltd,
“The Buyer” means the person, firm or company purchasing the Goods;
“The Goods” means the goods or materials which shall be subject of a contract between the Seller and the Buyer;
“The Price” means the price specified in the Seller's quotation, acknowledgement or otherwise communicated to the Buyer and agreed.
(ii) The headings in these Conditions are for ease of reference only shall not affect their interpretations.
(i) Subject to any contrary agreement in writing entered into between the Seller and the Buyer these Conditions shall supersede any earlier sets of conditions applying between the seller and the Buyer and shall govern the contract to the entire exclusion of any prior promises, representation, statements or warranties.
(ii) No variation of, or addition to, these terms and conditions shall be valid unless expressed in writing and signed on behalf of the Seller.
(iii) Contracts for delivery by instalment shall be deemed to be indivisible.
(iv) A quotation given by the Seller is an invitation for the Buyer to make an offer only and no order by the Buyer given in pursuance of such a quotation shall be binding on the Seller until it is accepted in writing by the Seller.
(v) The Seller's quotations are subject to confirmation at the time of acceptance unless such quotations are stated to be open for a specific period and are not withdrawn within such a period.
(vi) Where the Buyer has not been notified of the Conditions prior to receipt of the Acceptance of Order by the Seller, such Conditions shall be deemed to be incorporated when the buyer either expressly assents to them or takes any steps subsequently in or about the performance of the Contract.
(vii) Execution of orders is contingent upon availability of goods and the absence of circumstances beyond the Seller's control hindering or preventing such execution.
3. CONTRARY CONDITIONS
If the Buyer submits an order containing terms inconsistent with or purporting to override these conditions the Seller's acknowledgement or acceptance of such order shall constitute a counter offer on the terms and conditions herein contained which the Buyer shall be deemed to have accepted unless he notifies the Seller in writing either within seven days of the receipt of the Seller's acknowledgement or acceptance of order or by the date of delivery of the goods whichever shall be the sooner.
(i) Goods will be invoiced at the prices ruling at the date of despatch in accordance with the Seller's current price list.
(ii) All prices are subject without notice and are quoted net ex works (exclusive of VAT)
(iii) A minimum order charge of £50 will be made for all orders where the total value does not exceed £50 excluding VAT, carriage and packing charges.
(iv) Unless otherwise stated on acceptance, the price of the Goods excludes the Seller's costs of packing, insurance and delivery of the Goods.
(v) Samples submitted to the Buyer and not returned to the Seller within one month from the date of despatch shall be charged to the Buyer at the Seller's current price.
(i) Unless, otherwise stated on the Seller's invoice or otherwise agreed in writing, payment for the Goods shall be made in the currency invoiced not later than the 30th of the month following the date of the invoice, but the Seller may at any time on or after acceptance, by notice in writing to the Buyer, vary the terms of payment by demanding immediate payment or (at the Seller's option) adequate security for any sums which are due hereunder.
(ii) Time of payment shall be of the essence and failure by the Buyer to pay the price of any instalment thereof in due time shall entitle the Seller to treat such failure as a repudiation of the whole contract by the Buyer and to require the Buyer to make immediate payment of all monies due or to become due and to recover from the Buyer damages for such breach of contract and/or (at the Seller's option) to charge interest at 2 1/2 percentum per annum above the base rate of HSBC Bank Plc from the due date until payment.
(i) Save as otherwise agreed in writing by the Seller, delivery shall take place at the time the Goods leave the Seller's premises. The Buyer shall take delivery of the Goods at the Seller's premises and shall pay the costs of any checking or inspection of the Goods and of any packaging requested by the Buyer. The Seller agrees if requested by the Buyer to arrange as the Buyer's agent at the Buyer's expense for the carriage (including loading and unloading) of the Goods. The Seller shall not be responsible or liable in any way for any non-delivery or delay in such carriage, any loss of or damage to the Goods during such carriage or the act or omission (negligent or otherwise) of any third party in connection with any such carriage. The Buyer shall obtain all necessary import and export licences and approvals.
(ii) Delivery shall take place when the Goods are placed at the Buyer's disposal as set out in Condition 7.1. The Seller shall use its reasonable endeavours to meet any estimated or requested dates for delivery but shall not be liable in any way for any failure to meet any such date. The time of delivery shall not be of the essence of the Agreement.
(iii) In the event of the Buyer failing to take delivery of the Goods within 14 days of their becoming available, the Seller shall be free to store the Goods at the risk and expense of the Buyer and/or to re-sell any of them without prejudice to the Seller's rights and remedies against the Buyer.
(iv) The Seller shall be entitled to make partial deliveries of the Goods or deliver the Goods in instalments. Where delivery is to be or may be fulfilled in separate instalments, deliveries or parts, each instalment, delivery or part shall constitute a separate contract. Payment for each instalment, delivery or part shall be made accordingly and any defect or failure in delivery of one or more instalments will not entitle the Buyer to cancel other instalments or to terminate the Agreement.
(v) The Buyer shall upon delivery of the Goods examine the Goods and shall promptly notify the Seller, and the carrier where relevant, of any damage, defect or shortage reasonably apparent to the Buyer on reasonable examination of the Goods. Claims in respect of any damage, defect or shortage must be made within 3 days following delivery of the Goods.
7. RISK AND PROPERTY
(i) Risk of damage to or loss of the Goods shall pass to the Buyer at the time the Goods leave the Seller's premises, save as otherwise agreed in writing by the Seller.
(ii) Notwithstanding delivery and the passing of risk in the Goods, title to and ownership of the Goods will not pass to the Buyer until the Seller has received all sums due from the Buyer to the Seller under all contracts between them in full in cash or cleared funds.
(iii) Until such time as property in the Goods passes to the Buyer, the Buyer shall:
(a) hold the Goods as the Seller's fiduciary agent and bailee and the Seller may require return of the Goods. For the purpose of recovery of the Goods, the Buyer grants the Seller an irrevocable licence to enter any premises where the Goods are situated (or are reasonably thought to be situated) to repossess them and the Buyer agrees to pay the costs of repossession;
(b) keep the Goods separate from those belonging to the Buyer and third parties and properly stored, insured and identified as the Seller's property; and
(c) the Seller shall have a lien over any of the Buyer's assets in its possession or control.
8. WARRANTY AND LIMITATION OF LIABILITY
(i) The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specification stated in the Seller's official literature on the Goods current at the relevant time.
(ii) Save as aforesaid all other conditions, guarantees or warranties whether express or implied by statute, common law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Goods or their life or wear or use under any conditions whether known or made known to the Seller or not are hereby excluded. The Seller shall not be liable for any consequential loss suffered by the Buyer or any other party. The Seller's liability for any and all direct loss or damage resulting to the Buyer from defects in the Goods or any other cause shall be limited to the purchase price of the quantity of the Goods in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid the Seller shall be under no liability in contract or in tort for loss or damage or personal injury arising directly, indirectly or as a consequence of the supply or use of the Goods or containers other than death or personal injury resulting from the negligence of the Seller within the meaning of section 1 or the Unfair Contract Terms Act 1977. Provided however, that nothing in the clause shall operate to exclude any warranty or condition implied by law as to the quality of the Goods in the event that the Goods when sold by the Buyer or when sold by any person or persons to whom the Buyer may sell the Goods shall become the subject of a consumer sale as defined in the Sale of Goods Act 1979 except to the extent that any claim under such warranty or condition shall have arisen from any act or omission by the Buyer or by any other person or persons selling the goods by way of a consumer sale.
(iii) The Seller gives no guarantee to any parts of the Goods which are not manufactured by the Seller but the Seller so far as possible will pass on to the Buyer any benefit received by the Seller under a guarantee or warranty from the manufacturer of such parts.
All brochures, drawings, illustrations, descriptions (including weights and dimensions) and other particulars, whether contained in or accompanying quotations or issued separately are intended to present only a general idea of the Goods described, are by way of information only and shall not constitute a sale by description. The Seller reserves the right to vary the design, materials and the specifications of the Goods without prior notice.
10. FORCE MAJEURE
Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing, delivering or taking delivery of the Goods through any circumstances outside its control. If because of such circumstances, the Seller is unable to supply the total requirement of the Goods the Seller may allocate its available supply among all of its customers, including those not under contract as the Seller thinks fit. Delivery so suspended shall be cancelled without liability, but Contract between the parties shall otherwise remain unaffected.
If by reason of instructions or lack of instructions from the Buyer, despatch of the Goods in accordance with the contract is delayed for 14 days after the Buyer has been notified that the Goods are ready for despatch, the property in the Goods shall pass to the Buyer who shall take delivery or arrange for storage and for the purposes of clause (payment) the Goods shall thereupon be deemed to have been delivered. If and for so long as the Seller's storage facilities permit, the Seller shall store the Goods and the Buyer shall pay storage charges as notified to the Buyer by the Seller.
The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties, to suspend further deliveries under it, to suspend all work in hand or require payment in advance in the event that the Buyer fails to pay for any one delivery when the same becomes due or the Buyer's financial responsibility becomes unsatisfactory to the Seller or if the Buyer, being a company, goes into liquidation or has a receiver appointed or not being a company has a receiving order made against him or enters into any arrangement or composition with creditors.
The Buyer shall indemnify the Seller in respect of all damages or injury occurring to any person firm, company, or property and against all action, suits, claims and demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the Contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.
14. PATENTS AND TRADEMARKS
No representation, warranty or indemnity is given by Seller that the Goods do not infringe any letters, patent, trade marks, registered designs or other industrial rights.
The Contract of which these Conditions form part is personal to the Buyer who shall not assign the benefit thereof without the Seller's written consent.
The waiver by the Seller of any breach of any terms herein shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
17. PARTIAL VALIDITY
If at any time any provision hereof is or become illegal, invalid or unenforceable in any respect, the legality, validity and enforcement of the remaining provision hereof shall not in any way be affected or impaired thereby.
18. STATUTORY AND OTHER REGULATIONS
If the cost to the Seller of performing its obligations under the Contract shall be increased or reduced by reason of making or amendment after the date of acceptance of any law or of any order, regulation of by-law having the Force of Law that shall affect the performance of the Seller's obligations under the Contract, the amount of such increase shall be added to or deducted from the contract price as the case may be.
19. LEGAL CONSTRUCTION
These Conditions and the contract between the parties shall be construed and applied in accordance with the Law of England and the English courts will have sole jurisdiction in any dispute relating thereto.
ORDERING: When ordering, please use ITW Industry catalogue numbers wherever possible to avoid misunderstanding.
QUANTITY TERMS: For quantities above those mentioned in our lists we shall be pleased to quote against your specific requirement.