Terms and Conditions of Sale

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  1. In these Terms and Conditions of Trade, unless the context otherwise requires:
    1. “the Company” means Wilson & Macindoe Ltd and includes its agents, employees, successors and assigns.
    2. "Purchaser” means any person firm or corporation that has requested the supply of goods from the Company, and includes employees, agents, successors, administrators and assigns of the Purchaser.
    3. "Goods” means any item available for sale to the Purchaser by the Company.
  2. Supply of goods and services
    1. The Purchaser acknowledges that before agreeing to purchase any goods from the Company, the Purchaser expressly represents and warrants that it is not insolvent and has not committed any act of bankruptcy or knows of no circumstances which would entitle any secured creditor to appoint a receiver or liquidator or exercise any other rights over or against the Purchaser’s assets.
    2. Quotations are based on current costs of the Company and any subsequent increase in these costs for any reason shall be paid by the Purchaser as the price relevant to the date of sale. Acceptance of the Company’s quotation shall be deemed acceptance of these terms and conditions. Unless otherwise stated, quotations do not include installation and maintenance costs, taxes, import duties or any other levies, tariffs, freight or insurance.
    3. Any variations of an order or cancellation of an order must be agreed in writing by the Company.  Variations of an order may incur price increases.  If the Company accepts cancellation of an order, the Purchaser shall be liable to pay the Company upon demand, the value of all work done and materials used to the date of cancellation.
    4. Any variations of an order or cancellation of an order must be agreed in writing by the Company. Variations of an order may incur price increases. If the Company accepts cancellation of an order, the Purchaser shall be liable to pay the Company upon demand, the value of all work done and materials used to the date of cancellation.
    5. Any freight incurred in the delivery of the goods shall be payable by the Purchaser.
    6. Payment for supplies and services shall be made by the 20th of the month following delivery of supplies or completion of the service unless otherwise agreed by the Company in writing.
    7. Pending payment, the Purchaser shall be Baillie of the Company’s goods, shall exercise reasonable care in preserving the goods against loss, damage, and destruction and shall keep the goods separate and readily identifiable while the goods are in the possession or control of the Purchaser.
    8. The Company’s delivery obligations shall be satisfied by making the goods and services available for collection at the Company’s premises unless otherwise agreed by the Company in writing. The Company shall use its best endeavors to meet the required delivery or installation date but will not be responsible for any loss or damage (in either case, of any kind and whether direct, indirect, or consequential) arising from any delay in the delivery of the goods and services for any reason including but not limited to strikes, accidents, negligence, civil commotion, epidemics, floods, extreme weather conditions, delays in obtaining materials, delays caused by other parties and acts of God.
    9. The Purchaser shall inspect the goods immediately upon delivery, and carry out any tests that a prudent Purchaser would carry out.
  3. Returns/claims for credit
    1. Goods procured to special order which we do not stock are NON RETURNABLE.
    2. Goods returned for credit must be received within 14 days from date of invoice and will incur a minimum 20% restocking fee. Credit value is estimated until goods are inspected by the Company.
    3. You must obtain a return authorisation number from the Company to attach to the returned goods. Any goods returned with no paperwork will be returned to the customer.
    4. Any goods returned that are damaged and/or the packaging is damaged, will not be credited but returned to the customer
  4. Risk and title
    1. The Purchaser carries the full risk in the goods from the date that the Purchaser takes possession of the goods.
    2. The Purchaser and the Company are in a fiduciary relationship. Subject to the terms and conditions, the intending purchaser is licensed by the Company to on sell the Company’s goods, subject to the express condition that such an agreement to sell shall take place as agent (save that the Purchaser shall not hold himself out as such) and Baillie for the Company, whether the Purchaser sells on his own account or not and that the entire proceeds of any sale shall be held in trust for the Company and are not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s moneys.
    3. Legal and beneficial ownership of any and all goods shall remain with the Company until such time as the account has been paid in full. If the goods are purchased by the Purchaser other than for resale, ownership shall pass when the price and all other moneys have been paid in full.
  5. Default
    1. The customer shall upon demand reimburse the Company and indemnify the Company for all costs, expenses and other sums (including on a solicitor/client basis) reasonably incurred by the Company in exercising any right or remedy available to it consequent upon any default by the Purchaser. Any failure to pay for the for goods or services or any other amounts owed on the due date or upon the appointment of a Statutory Manager, receiver, liquidator, or if the Purchaser commits an act of bankruptcy or enters into a scheme or arrangement with it’s creditors, then without prejudice of any other rights or remedies available to the Company, the Company may:
      1. charge interest by way of liquidated damages on all amounts owed at the rate of 2% per month calculated on a daily basis from the due date for payment until the date payment is made; and/or
      2. withhold deliveries or cancel undelivered orders or portions thereof; and/or
      3. cancel any other order or arrangement between the Company and the Purchaser or suspend performance of such order, contract or arrangement pending payment without being liable to the Purchaser for any losses (of any kind whether direct or indirect or consequential) it might suffer; and/or
      4. upon default by the Purchaser, all sums owing to the Company whether due or not become immediately payable; and/or
      5. not less than 30 days after the due date for payment, offset the amounts owed against any money owed by the Company to the Purchaser and immediately withdraw any credit facilities; and/or
      6. without the necessity of giving notice, enter on and into any property or premises owned or occupied by the Purchaser or where the goods may reasonably be expected to be, to search for and remove all or any of the goods dispose of the goods remove and credit the sale proceeds toward any amount owed. If all or any of the goods are wholly or partially attached to, intermingled with or incorporated in any other goods, the Company may in it’s sole discretion disconnect, retrieve or sever the goods, in order to remove them and shall not be liable for any loss or damage caused. The Purchase hereby indemnifies the Company for any claims for loss or damage against the Company as a result of the exercise by the Company of its rights pursuant to this clause.
  6. Warranty
    1. Where the Purchaser acquires the goods or services for business purposes the Purchaser acknowledges that the provisions of the Consumer Guarantees Act 1993 (“the Act”) are excluded. Unless otherwise stated, the only warranty applicable to the supply of goods and/or services hereunder is as per the written warranty handed over on delivery of the goods.
    2. Claims in respect of defective goods must be notified within 7 days of receipt of goods and defective goods must be returned within 14 days following delivery. The Purchaser shall have no claim with regard to goods which have already been processed, redelivered, altered or in any way utilized by the Purchaser. No claim shall entitle the Purchaser to withhold payment of any sum due to the Company under this or any others contract which the Company may have with the Purchaser nor shall a claim give any right to set off any payment due by the Purchaser to the Company.
    3. The Purchaser agrees and acknowledges that the Company assumes no liability for any direct or consequential loss or damage (including loss of profits) or any property damage or personal injury claim whether incurred or made by the Purchaser of a third party whether due to defective goods or a breach of the terms of this contract (including that arising from the negligence or otherwise of the Company, it’s servants or agents).
  7. Personal Property Securities Act 1999
    1. The Purchaser undertakes that he/she/it will perform such acts and provide such information as in the opinion of the Company may be necessary to enable the Company to perfect the interest created or provided for by this contract as a first priority interest of such other priority as the Company agrees in writing. The Purchaser shall act immediately when requested by the Vendor and at its own cost.
  8. Retentions
    1. It is our company policy to reject all claims for retentions. The only circumstance where retentions are accepted by the Company is where this is agreed to and signed by both parties.
  9. Disputes
    1. In the event of any dispute, the undisputed portion of the account shall be payable forthwith without any deduction by way of set off, counterclaim or other legal or equitable claim without the prior written consent of the Company.
  10. Assignment
    1. The Purchaser may not assign, sub-let or transfer any rights or obligations implied in this contract without the prior written consent of the Company.
  11. Severability
    1. If any part, term or provision of these terms and conditions is found to be unenforceable or rendered to be ineffective by virtue of non-registration, illegality or otherwise, then such provision shall be severed without effecting the validity or enforceability of the rest of the agreement.