Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS

Industrial Weighing Scales

1. DEFINITIONS

In this document, the following words shall have the following meanings:

"Buyer" means the organisation or person who buys Goods from the Seller.

"Goods" means the articles to be supplied to the Buyer by the Seller.

"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property enforceable anywhere in the world.

"List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time.

"Seller" means Industrial Weighing Scales of 7 Centre Court, Vine Lane, Halesowen, B63 3EB.

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer, to the exclusion of all other terms and conditions referred to, offered or relied upon by the Buyer at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer.

2.2 Any terms proposed by the Buyer shall apply only if the Buyer specifically states in writing, separately from such terms, that it wishes them to apply, and the Seller acknowledges this in writing.

2.3 Any variation to these Terms and Conditions (including any special terms agreed between the parties) shall be ineffective unless agreed in writing by the Seller.

3. PRICE AND PAYMENT

3.1 The price shall be the Seller’s current List Price, or such other price as agreed in writing between the parties.

3.2 The price is exclusive of VAT and any other applicable taxes or charges. Carriage shall be paid by the Buyer unless otherwise agreed in writing.

3.3 Payment of the price, VAT and any other applicable costs shall be due within 30 days from the date of receipt of the Seller’s invoice.

3.4 The Seller shall be entitled to charge interest on overdue invoices from the due date until payment at a rate of 10% per annum above the base rate of the Bank of England, calculated daily.

3.5 If payment is not made by the due date, the Seller shall be entitled to:

Require payment in advance for any Goods not yet delivered;
Refuse delivery of any undelivered Goods without liability;
Terminate the contract.

4. DESCRIPTION

4.1 Any description applied to the Goods is for identification purposes only and shall not constitute a sale by description.

4.2 The Buyer acknowledges that it does not rely on any description when entering into the contract.

5. SAMPLE

Where a sample is shown to and inspected by the Buyer, it is provided solely to enable the Buyer to judge the quality of the bulk and shall not constitute a sale by sample.

6. DELIVERY

6.1 Unless otherwise agreed in writing, delivery shall take place at the address specified by the Buyer on the date specified by the Seller.

6.2 The Buyer shall make all necessary arrangements to take delivery whenever the Goods are tendered.

6.3 Any delivery date specified by the Seller is an estimate only. Time for delivery shall not be of the essence.

6.4 If delivery is prevented for reasons beyond the Seller’s control, the Seller may store the Goods until delivery can be effected and the Buyer shall be liable for any associated storage costs.

6.5 The Buyer shall be entitled to replacement Goods if they are damaged during transportation, provided the Seller is notified within 24 hours of delivery.

7. RISK

7.1 Risk in the Goods shall pass to the Buyer upon dispatch from the Seller’s premises.

7.2 Where the Buyer collects the Goods, risk shall pass when the Goods are entrusted to the Buyer or set aside for collection, whichever occurs first.

8. TITLE

Title in the Goods shall not pass to the Buyer until full payment has been received by the Seller.

9. WARRANTY

9.1 Where Goods manufactured by the Seller are found to be defective, the Seller shall repair or, at its sole discretion, replace the defective Goods free of charge within the manufacturer’s warranty period from delivery, subject to:

The Buyer notifying the Seller in writing immediately upon discovering the defect;
The defect being due to faulty design, materials or workmanship.

9.2 Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense if requested.

9.3 Where Goods are manufactured by a third party, any warranty granted to the Seller shall be passed on to the Buyer.

9.4 The Seller may, at its absolute discretion, refund the price of defective Goods if already paid.

9.5 These remedies are without prejudice to the other Terms and Conditions, including Clauses 10 and 11.

10. LIABILITY

10.1 The Seller accepts no liability in respect of any representation made prior to the contract concerning:

Correspondence of Goods with any description;
Quality of the Goods;
Fitness for any purpose.

10.2 The Seller accepts no liability in respect of any express term relating to:

Correspondence with description;
Quality;
Fitness for purpose.

10.3 All implied terms, conditions or warranties regarding description, satisfactory quality, or fitness for purpose (whether made known to the Seller or not) are excluded to the fullest extent permitted by law.

11. LIMITATION OF LIABILITY

11.1 If any part of Clause 10 is found unenforceable, the Seller’s total liability shall not exceed the contract price.

11.2 Nothing in these Terms shall limit or exclude liability for death or personal injury resulting from negligence.

12. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights arising from performance of this Agreement shall vest in the Seller. The Buyer shall take all reasonable steps to ensure such rights vest in the Seller.

13. FORCE MAJEURE

The Seller shall not be liable for delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, strikes, accidents, war, fire, machinery breakdown or shortage of raw materials. The Seller shall be entitled to a reasonable extension of time and may terminate the contract if delay becomes unreasonable.

14. RELATIONSHIP OF PARTIES

Nothing in these Terms shall create a partnership, joint venture, or agency relationship between the parties.

15. ASSIGNMENT AND SUBCONTRACTING

The Buyer may not assign, transfer or subcontract any obligations without the Seller’s prior written consent.

16. WAIVER

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

17. SEVERABILITY

If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of Great Britain. The parties submit to the exclusive jurisdiction of the British courts.