"Buyer" means the person who accepts a quotation from the Company for the sale of goods or whose order for the goods is accepted by the Company.
The "Company" means Windsor Food Machinery Limited (WFM).
The "Goods" means the goods (including any instalment of the goods or any part of them) which the Company is to supply in accordance with these conditions.
ACCEPTANCE OF ORDERS
All orders are accepted in accordance with the following condition unless expressly excluded or varied by contract or quotation. The Company accepts no responsibility for errors or misunderstanding on orders not placed or confirmed in writing in case of any discrepancy between the following conditions and any terms or conditions stated by the Buyer on his order or otherwise, these conditions shall prevail.
Acceptance of delivery of the Goods shall be deemed to be conclusive evidence at the Buyer’s acceptance of these terms and conditions.
No order which the Company has accepted may be cancelled by the Buyer except with the written agreement of the Company and on terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses suffered or incurred by the Company as a result of the cancellation. Any conditions printed on the customer’s order forms are not binding in any way!
Any dates specified by the Company for delivery of the Goods are approximate only and the Company accordingly shall have no liability to the Buyer if there is a delay in delivery. The Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delivery delay of the Goods (even if caused by the Company’s negligence) nor unless such delay exceeds 180 days will any delay entitle the Buyer to terminate or rescind the Contract. The customer cannot and has no right to reject or return goods, unless written approval to do so by a Director of WFM is provided.
Not withstanding the acceptance of any order or the delivery of Goods, ownership of the Goods supplied by the Company shall remain vested in the Company until payment in full has been made to the Company. The Company is entitled to re-possess the Goods and shall have the same rights in respect thereof as an unpaid seller in possession.
Prices, discounts and carriage terms are subject to variation by the Company without notice and all Goods will be invoiced at current prices at the time of despatch, unless quoted as firm acceptance within a specified period.
Unless otherwise specified on the Company’s invoice, our terms are strictly 30 days nett of the date of invoice. For export goods delivered to the Buyer outside the United Kingdom, payment must be made in Sterling. In the event of non-payment within the specified payment terms, the Company shall be entitled to charge the Buyer interest (both before and after judgement) on the amount unpaid at the annual rate of 4% above Natwest Bank PLC’s base rate until payment is made in full. If full payment for the goods is not received, the buyer agrees without compromise to allow WFM, full unhindered access to collect and remove the equipment in question.
INSOLVENCY OR DEFAULT
If the customer shall fail to make payment when due under any other current contract with the company, or if it shall become apparent that the customer is unable to fulfil its obligations here under, the company may without notice suspend or determine the contract or the unfulfilled part thereof and stop any goods in transit without prejudice to any other rights which the company may lawfully enforce or exercise.
At the discretion of the company a twelve month warranty upon delivery of the Goods is given on new equipment. On refurbished equipment up to a three month warranty may be provided at the discretion of WFM.
The Company shall not be liable for a breach of the warranty unless; the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit, to the carrier within five days of the date of delivery.
The Company shall not be liable for a breach of warranty if the defect arises because the Buyer has failed to follow the Company’s oral or written instructions as to the installation, storage, use of maintenance of the Goods or if the Buyer alters or repairs such Goods without the written consent of the Company.
If the Buyer makes a valid claim against the Company based on a defect in the quality of the Goods, the Company shall at its option repair or replace such Goods (or the defective part) free of charge or refund the price of such Goods at the pro-rata rate, provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense, return the part of such Goods which is defective to the Company. Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed for the unexpired portion of the warranty.
The company reserves the right, having provided written confirmation, to only provide a "parts only" warranty, excluding any call out or labour charges applicable.
The equipment delivered by the Company has been provided on loan or approval based on the Buyer adhering to the following terms; The Buyer is liable for any damage whether from their own negligence or otherwise for the equipment whilst it remains in the Buyer’s care. The equipment must be insured by the Buyer.
The equipment always remains the property of the Company whilst on loan or on approval.
The company has no legal obligation to provide loan equipment and does so on an individual case basis only.
THE BUYER'S ATTENTION IS DRAWN TO THE FOLLOWING CONDITIONS
The Company shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, or sub-contractors) which arise out of or in connection with the Contract.
Any goods returned to the Company will incur a 15% re-stocking charge unless otherwise agreed by the Company prior to their return.
No failure to exercise and no delay in exercising on the part of the Company any right under this contract shall operate as a waiver of that right, nor shall any single or partial exercise of it. The written rights and remedies provided are cumulative and not exclusive to any rights or remedies provided by law.
The customer shall not assign its interest in the contract (or any part) without the written consent of the company. All third party rights are excluded and no third party shall have the right to enforce this contract. Any rights of a third party to enforce this contract may be varied and/or extinguished by agreement between the parties to this contract without the consent of any such third party.
The company shall have no liability to the customer for any delay in performance of this contract (other than in relation to payment) to the extent that such delay is due to any events outside the company’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If the company is affected by any such event then time for performance shall be extended for a period.
The contract shall be governed and construed by the Laws of England and the customer hereby irrevocably submits to the non-exclusive jurisdiction of the English courts.