In these conditions the Seller shall mean Wideformat Solutions Limited and the Buyer shall mean the other party with whom the Seller enters into a contract. Contract shall mean any contract between the Seller and Buyer for the supply of Goods, where Goods shall mean the subject matter of a contract.
All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until he has communicated his written acceptance of the Buyer’s order. In the event of any inconsistency between the terms of the Buyer’s order and the conditions in the Seller’s form or acceptance, the Seller’s condition shall prevail unless the contrary has been agreed in writing by the Seller.
3. VALUE ADDED TAX
All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus V.A.T.
4. PRICE VARIATION
All prices are subject to market fluctuations and the actual prices to be paid by the Buyer shall be the Seller’s prices ruling at the date of despatch.
5. PAYMENT TERMS
Net 30 days from end of the month of invoice. Where payment is not made by the due date, the Seller reserves the right to charge interest calculated at the annual rate of five percent above the base rate from time to time of the Seller’s bankers from the due date until the actual date of payment.
6. TITLE OF GOODS
(a) The ownership of the goods shall remain with the Seller who reserves the right to dispose of the goods until such time as payment in full for all goods supplied to the Buyer under this or any other contract has been received.
(b) Until such time as the Buyer becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller.
(c) Subject to the terms hereof, the Buyer is licensed by the Seller as its agent to process the goods as its agent in such a fashion as the Buyer may wish and/ or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the goods shall be separately stored and marked so as to be identifiable as being made from or with the goods.
(d) If the goods are mixed with or become incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller and the Seller shall not be liable to account to the Buyer for any profit whatsoever.
(e) The Buyer shall be entitled to sell the goods or any product produced with or from the goods to a third party as fiduciary agent for the Seller. The Buyer shall keep the proceeds of any such sales in a separate specially designated account and the Seller shall be entitled to trace into the proceeds of such sales under the rule in Re Hallett’s Estate. For the avoidance of doubt the Seller shall not be liable to account to the Buyer for any sum out of the proceeds of such sales.
(f) The buyer’s right to possession of the goods will cease at any time when
payment for the goods or any other goods supplied under any contract is outstanding and has been demanded, whether orally or in writing, and has not been paid. The Seller may for the purpose of recovery of its goods enter upon the premises or vehicles where they are stored or where they are reasonably thought to be stored and repossess the same.
(a) If no time for delivery is specified in the contract the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
(b) The Seller shall not incurring liability or obligation to the Buyer in respect of any failure to deliver or delay in delivery occasioned by any cause beyond his control. In the case of any failure to deliver or delay in delivery occasioned by some cause within his control the Seller shall be under no liability or obligation to the Buyer in respect of any indirect or consequential loss.
(c) The risk in goods contracted to be sold by the Seller shall pass to the Buyer (or to whom he shall direct) when the goods are delivered to the Buyer or in accordance with his instructions.
(e) Any complaint of short delivery must be notified within 24 hours of receipt of goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver goods invoiced must be so notified with ten days of the date of the invoice.
(a) It shall be the duty of the Buyer before using the goods the subject of the contract for any purpose and before parting with possession of the same to test and examine to goods in every respect and to satisfy himself of their fitness for any purpose for which they are intended to be used.
(b) Claims in respect of any alleged defect in the quality of the goods delivered where the defect would have been revealed by normal examination of
the outturn sheets or by reasonable examination of the goods on arrival must be made in writing within 14 days after delivery or if related to the transport of the goods within such time as will enable the Seller to comply with the time limit and procedure of the carriers by whom the goods were transported if the Buyer shall make any complaint within the time stipulated the Seller shall after he has had a reasonable time to investigate the same and examine the goods in dispute be entitled at his option:
(i) to replace the goods (if defective) or 2. QUOTATIONS All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until he has communicated his written acceptance of the Buyer’s order. In the event of any inconsistency between the terms of the Buyer’s order and the conditions in the Seller’s form or acceptance, the Seller’s condition shall prevail unless the contrary has been agreed in writing by the Seller.
(ii) to accept the return of the goods (if defective) and credit the Buyer with the price thereof or
(iii) to make to the Buyer (if the goods are defective) an allowance representing the difference between the value of the goods at the time of the complaint by the Buyer and the value they would have had if they had been in accordance with the contract providing the Buyer pays the balance not in dispute according to normal terms.
(c) Unless the Seller has agreed goods shall not be returned by the Buyer to the Seller.
9. RETURN OF GOODS
(a) The return of goods shall not be made without prior agreement between the Buyer and the Seller.
(b) The goods must be in a perfect condition otherwise the Seller shall not accept their return.
(c) Where an order is cancelled the Seller reserves the right to make a handing charge of to apply whether or not the goods have been collected or delivered.
(a) The Seller shall not be bound by any oral warranty or representation given or, made on his behalf unless confirmed in writing, nor by any implied term, condition or warranty whether arising by implication of law or to be implied from circumstance save and except a warranty that goods sold hall correspond with the contractual description.
(b) No guarantee is given that the goods are fit for the Buyer’s purpose and the Buyer must satisfy himself of their fitness for any purpose for which they are intended to be used.
The Seller shall have the option (without prejudice to any of his other right against the Buyer) by notice in writing to the Buyer to terminate any contract between the Seller and the Buyer or to suspend delivery in the following events:
(a) should any sum owing by the Buyer to the Seller be overdue, whether under the same or any other contract.
(b) should a Buyer be in breach of any term of the same or any other contract with the Seller.
(c) should a Buyer enter into any composition or arrangement with or for the benefit of his creditor have receiving order in bankruptcy made against him or (if a corporate body) should it go into liquidation either voluntary or compulsory (except for the purposes of reorganization or reconstruction) or have a Receiver appointed of its assets.
12. LIMITATION OF SELLER’S LIABILITY
Except as otherwise expressly mentioned in these Conditions the Seller shall have no liability of any kind whatsoever to the Buyer in report of any loss or damage (whether direct indirect or consequential) suffered by the Buyer whether in contract or negligence or otherwise howsoever whether for loss or damage to property or for death or bodily injury or otherwise howsoever in respect of any goods supplied or work done by the Seller. The Buyer shall indemnify the Seller against any claim made against the Seller by a third party rating out of any goods supplied to or work done for the Buyer.
13. FORCE MAJEURE ETC.
The performance of all contracts is subject to variation or cancellation by the Seller owing to any Act of God, war, strike, government regulations or orders, national emergencies, lock-outs, fire, flood, drought, tempest, or any other cause (whether or not of a like nature) beyond the control of the Seller or owing to the inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingency. No forbearance or indulgence by the Seller shown or granted to a Buyer whether in respect of these conditions or otherwise shall in any way affect or prejudice the right of the Seller against the Buyer or be taken as a waiver of any of these Conditions.
14. PAPER AND BOARD TRADE CUSTOMS
Except where inconsistent with these Conditions or with the express terms of any contract between the Seller and the Buyer all contracts for the sale of Papers and Boards shall be subject to the Trade Customs of the country of origin of the goods for the time being in force which are obtainable on request. This condition will not apply to contracts made between the Seller and the Buyer for the sale of any goods other than Paper and Boards.
15. GOVERNING LAW
Contracts for the sale of goods shall be deemed to have been made in England and the construction, validity, and performance of such contracts shall be governed in all respects by English law except where inconsistent with these conditions.
16. WHAT INFORMATION WE COLLECT ABOUT YOU
The Seller collects information about you when you place an order, open an account, or make any enquiry to our office, either directly or via our website.
17. HOW WE USE YOUR INFORMATION
We will use your personal or business information to administer your account and to provide the products and services you have requested from us. From time to time, we will also provide information about new pricing, new products and promotions. Data about your purchases may also be used for internal sales analysis.
All data we process about you is done under the GDPR legal bases of contract (Article 6(1)(b)), legal obligation (Article 6(1)(c)) and legitimate interests (Article 6(1)(f)). Our legitimate interest is in providing you with product and promotional information we believe to be pertinent to you or your business.