Terms & Conditions of Sale
1. DEFINITIONSIn these Terms and Conditions the following expressions are to be understood as defined below: (a) 'the Company' shall mean, either John Whitaker International Limited, or Brogini Limited, Smallbridge Business Park, Riverside Drive, Rochdale, Lancashire, OL16 2SH, United Kingdom (b) 'the Buyer' shall mean the person, firm, company or organisation with whom the contract to sell the goods is made by the Company; (c) 'the Products' shall mean the articles, things or products or any of them described in the Contract for the sale or supply of goods between the Company and the Buyer.
2. CONDITIONSThese conditions shall form the basis of the contract between the Company and the Buyer. Notwithstanding anything to the contrary in the Buyer's standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the head office of the Company. No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the condition of the goods, their fitness for any purpose, or any other matter whatsoever.
3. ACCEPTANCE OF ORDERSOrders are accepted subject to the following terms and conditions which are deemed to be incorporated in all contracts of the Company to sell goods and on the understanding that the Buyer agrees to waive those of his conditions which conflict with, or are in addition to, these general terms of sale. No other conditions shall apply unless agreed in writing by the Company.
4. PRICESPrices are shown in the written confirmation given by the Company to the Buyer for each proposed purchase of Products by the Buyer but are subject to cost variations as described in Clause 5 below. Prices are quoted in Great Britain Pounds Sterling (£) EX WORKS (EXW), ROCHDALE UK, or alternatively, where agreed between the Company and the Buyer, in Euros. The trade term 'EXW' and any other trade term which may be used in connection with a sales transaction, is to be understood as defined in 'INCOTERMS 2000' of the International Chamber of Commerce. Where prices are quoted using trade terms that would include VAT payable in accordance with EU VAT regulations, the Company will either invoice the Buyer for the VAT at the UK rate as a separate item on the invoice or, if the Buyer so wishes and can supply a VAT - registration number which is valid in the country to which the goods are being sent, make no charge for the VAT, which would then be payable by the Buyer to the local VAT authorities in the country of destination.
5. COST VARIATIONQuotations and estimates issued by the Company are, unless otherwise stated, based on the cost of materials at the time that the quotation or estimate is given and are subject to amendment on or after acceptance of order and up to the time of despatch of the products to the Buyer should there by any unforeseen change in the market cost of the materials due to strikes, force majeure happenings or to acts of governmental authorities.
6. PAYMENTPayment is to be made in accordance with the instructions contained in the written confirmation sent by the Company to the Buyer for each proposed purchase of Products by the Buyer.
7. TIME OF DELIVERYAny delivery time referred to in any quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Buyer and accepted in writing by the Company and with the production of all necessary information in writing to fulfil the order. The Company undertakes to use its best endeavours to despatch the goods on the promised delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract unless expressly stipulated in writing. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of bought-in components or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Buyer and the Buyer shall pay such reasonable extra charges as shall have resulted from the delay.
8. SHORTAGES AND DAMAGE ON RECEIPT OF GOODSThe Buyer shall note any claim for short delivery and/or for damage to goods during transit on the delivery note and shall confirm such findings in writing to the head office of the Company within seven (7) days from the date of delivery. If short delivery does take place, the Buyer undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract.
9. GUARANTEEThe Buyer shall carry out a thorough inspection of the goods within seven (7) days after their delivery and shall give immediate notification to the head office of the Company of any manufacturing defects or faults that a reasonable examination would reveal. Subject to compliance with the above requirements, which shall be a condition precedent to the company's liability, the Company shall repair or replace (at its option) any products which fail due to faulty materials or workmanship. The liability of the Company under this guarantee shall be limited to the invoice value of the Products and the Company shall not be liable for any consequential loss or damage however caused. It shall be the duty of the Buyer to insure against such consequential loss and hold the Company harmless.
10. FRUSTRATED OR DELAYED DELIVERYWhilst every endeavour will be made to adhere to quoted delivery times, the Company cannot accept liability for any losses incurred by the Buyer that result from delay. Delays shall not entitle the Buyer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company. The Company reserves the right to make partial deliveries. In case of delays caused by circumstances beyond its control, including force majeure happenings such as fires, floods, earthquakes, wars, strikes, riots, civil commotions, epidemics and unpredictable natural events beyond the control of the Company or acts of governmental authorities, including supra-national governmental bodies, the Company retains the right to either suspend deliveries or to cancel the contract without liability.
11. VARIATION OR SUSPENSION OF WORKIn the event of any change of an order by the Buyer, or variation or suspension of work being carried out for the Buyer, by the Buyer's instructions or lack of instructions, any price quoted by the Company may be adjusted accordingly. In the event of the order being cancelled after the work has commenced, the Buyer shall be liable to pay the Company for all expenses and costs incurred in addition to loss of profit incurred as a result.
12. DEFAULT OR INSOLVENCY OF BUYERIf the Buyer should fail to accept the Products or any instalment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Buyer shall commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Buyer is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company's assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Buyer or may, by notice in writing suspend further of Products until any faults by the Buyer be rectified.
13. PASSING OF TITLE AND RISKFrom the time the Company delivers the Products in accordance with the terms of trade quoted, the Products shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance as if he were the owner but the Products shall remain in the ownership of the Company until payment thereof has been made in full and unconditionally. Whilst the ownership of the Company continues, the Buyer shall keep the Products separate and identifiable from all other goods in his possession. In the event of any resale of the Products by the Buyer, the proceeds of the sale shall be held in trust for the Company by the Buyer who will stand in strict fiduciary capacity in respect thereof. In the event of failure to pay the price in accordance with the contractual obligations, the Company shall have the power to remove the Products and resell them.
14. SPECIFICATIONS / DESCRIPTIONSAll products delivered will generally be to the specification and descriptions furnished by the Company except where the Products are produced solely in accordance with the Buyer's specifications. The Company reserves the right, between the acceptance and delivery stages of any order, to make changes that are designed to improve the quality or performance of the Products.
15. LIMITATION OF LIABILITYThe Company shall not, in any circumstances, be liable for injuries, losses, expenses or damage, direct or indirect or consequential, sustained by the Buyer or any person, which may in any way be attributable to the adoption, either by the Buyer or by any third party, of technical or other information, data or advise, given by or on behalf of the Company, or however otherwise caused in relation to the use of the Products if it is not in accordance with the specified application on the Product(s) as defined by the Company.
16. WAIVER CLAUSEAny failure by the Company to enforce any or all of these conditions, shall not be construed as a waiver of any of the Company's Rights hereunder.
17. HEADINGSHeadings contained in these Standard Terms and Conditions are for reference purposes only and shall not be incorporated into the Standard Terms and Conditions themselves or the Contract of Sale between the Company and the Buyer.
18. LAW OF CONTRACTS OF SALEAll contracts of sale shall, in all respects, be construed as English contracts made in conformity with English law and both parties shall submit to the jurisdiction of the English Courts.
19. ARBITRATIONUnited Kingdom Contracts Any dispute or difference arising out of or in connection with this contract shall be settled amiably between the parties. Failing agreement within fourteen (14) days, the parties shall agree to arbitration by a single arbitrator to be appointed by the President or Vice-President of the Chartered Institute of Arbitrators or by Alternative Dispute Resolution (mediation) with a mediator appointed by CEDR, London (Centre for Effective Dispute Resolution). EU and International Contracts Any dispute or difference arising out of or in connection with this contract shall be settled amicably by the parties. Failing agreement within fourteen (14) days, disputes shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or, where facilities exist, by Alternative Dispute Resolution (mediation) at a place which is mutually agreeable to both parties.
20. RETURNS POLICYYou may return unworn or faulty goods within 14 days of receipt of your order. All returned goods must be returned with a proof of purchase, i.e. A copy of an Invoice showing date and price. If you believe the goods are faulty please call 01706 514230 and ask for Returns Dept. The Returns Clerk will issue you with a returns number you may then return the goods quoting the number. Faulty goods will be inspected and if found to have a manufacturing default a full refund or replacement will be offered.
Please note we do not refund carriage. Any costs incurred by the customer will not be refunded by John Whitaker International Ltd.