l Terms of Business
(A) All contracts for the sale of goods by The Wandlite Company Ltd, hereafter known as TWLC are made subject to these Conditions and where applicable to the written terms of any quotation. Provided that where a
customer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) in relation to a contract for the sale of goods Condition 18 below shall not be incorporated in that contract and Condition 17 shall only have effect as regards that contract subject to sub-clause (A) thereof and the statutory rights of such customer in relation to that contract shall not be effected.
(B) No other terms conditions or representations will be incorporated into a contract unless made in writing and signed on behalf of TWLC.
(C) All quotations by TWLC are deemed to be invitations to purchase. All
orders made by the customer must be in writing and contracts shall only be made upon acceptance of the customer’s order by written acknowledgement of order from TWLC or by dispatch of the goods whichever is earlier.
(A) Quotations issued by TWLC remain fixed for 30 days from their date
unless otherwise stated in the particular quotation.
(B) TWLC may withdraw any quotation at any time before the customer’s
(A) All prices for goods supplied by TWLC are ex-works.
(B) TWLC reserves the right to add packaging charges to goods sale
(C) TWLC reserves the right to add carriage, insurance, freight documentation and any clearance costs to goods sale invoices or at its choice pass any or all of these costs forward to the customer.
(D) All prices are based on the current costs to TWLC of labour and
materials as at the date of quotation. In the event of any unforeseen change in these costs TWLC reserves the right to change its prices accordingly.
(A) Unless otherwise agreed TWLC supplies goods on the basis of payment
of 100% of quotation price.
(B) Where credit terms are agreed by TWLC, payment shall be made by
the due date. Commencement of any credit term agreed is the date of the
relevant goods sale invoice.
(C) Time for payment shall be of the essence of the contract. Where payment is not made by the due date TWLC reserves the right without prejudice to its other remedies to charge interest from the due date on outstanding amounts at a rate of 1.5% per month or 3% per annum above the base rate of HSBC plc from time to time in force whichever is the greater until payment is made. For the purposes of these terms ‘payment’ means receipt of value to TWLC account enabling TWLC to deal freely with the amount received.
(D) Where Value Added Tax is chargeable on goods sale invoices TWLC.
will not accept non-payment of Value Added Tax against promises of future production of proof of export. TWLC will refund to the customer the Value Added Tax element of goods sale invoices within 21 days of receipt by TWLC of proof of export (in a form acceptable to H.M. Revenue and Customs) provided that at the time of the making of the contract the customer informs TWLC that the goods are ultimately to be exported and provided that proof of export is submitted to TWLC within 3 calendar months of the original goods sale invoice for the supply of those goods.
(A) If no time for delivery is specified in the contract the customer shall be
bound to accept the goods when they are ready for delivery by TWLC.
(B) TWLC will make all reasonable efforts to effect delivery of goods within
the time or by the dates stipulated in quotations but these times and dates
are given and intended only as estimates and TWLC shall not be liable for
any loss or damage indirect or direct caused to the customer by late delivery.
(C) Delivery times or dates stipulated by TWLC in any quotation may
at TWLC discretion be made subject to the performance by the
customer or specific actions as defined in the particular quotation. In the
event of non-performance by the customer of any specific action required
by a particular quotation TWLC reserves the right to amend the
delivery time or date stipulated in that quotation.
(A) All goods supplied by TWLC under these terms of business are
warranted against failure due to faulty workmanship or materials for 12
months from the sale invoice date. This warranty is subject to the proper
and reasonable use by the customer of any goods supplied by TWLC.
(B) TWLC shall not be liable for any claim in respect of its warranty
until and unless payment in full has been made for any goods subject to
(C) Any claim by the customer in respect of TWLC warranty shall
be notified in writing promptly to TWLC.
(D) Where a customer is dealing as a consumer (within the meaning of
the Unfair Contract Terms Act 1977) this Condition shall not in any way restrict or exclude the statutory rights of that customer in relation to goods supplied to it by TWLC.
Notwithstanding the provisions of Condition 8 below risk in the goods
passes to the customer on delivery.
8 Passing of Property
(A) TWLC shall retain full legal and beneficial interest and title to
the goods the subject of a contract (“the goods”) until payment in full
thereof by the customer.
(B) Pending payment in full of the purchase price the customer shall
(a) store the goods separately or in such a way that they are clearly the
property of TWLC and (b) keep the goods fully insured against all
usual risks at the customer’s expense and procure that TWLC’S interest
is noted on the policy. The customer shall hold the proceeds of any
insurance claim (to the extent of the customer’s outstanding liability to
TWLC) on trust for TWLC in a separate designated account.
(C) The customer shall be entitled to resell the goods to third parties
provided that the customer shall remain fully accountable to TWLC
for the goods and shall hold the proceeds of sale (to the extent of the
customer’s outstanding liability to TWLC) on trust for TWLC in
a separate designated account and shall when payment is due promptly
remit all such proceeds to TWLC until payment in full of all sums
(including interest) due for the goods.
(D) For the purposes of this Condition only where there is doubt as to
whether any payment made by the customer to TWLC is made in or
towards satisfaction of the purchase price of particular goods then such
payment shall be deemed to have been made in payment for particular
goods by reference to the date order of TWLC’s outstanding invoices
delivered to the customer taking the earliest dated invoice first.
If in relation to any contract
(a) payment in full is not made by the due date; or
(b) the customer commits any other substantial breach of the contract or
makes or offers to make any composition with creditors or commits any
act of bankruptcy or if (the customer being a company) any resolution or
petition to wind up the business of the customer is passed or presented
(other than for the purpose of a bona fide amalgamation or reconstruction) or if a receiver of the undertaking or assets of the business of the customer or any part thereof is appointed then TWLC shall be
(i) to recover damages in respect of any loss or damage caused by the
breach by the customer and/or
(ii) to retain any deposit paid.
(iii) to cease work on the contract in question and any other contract with the customer and to cease making deliveries to the customer of any goods whether under the contract in question or any other contract and/or(iv) to cancel the contract and remove and sell the goods and apply the proceeds of sale and any deposit received towards satisfaction of the customer’s liability to TWLC under the contract and/or (v) to call on the customer to deliver up to TWLC all goods in the custody or possession of the customer in respect of which property is vested in TWLC whether by virtue of these Conditions or under the general law and the customer hereby irrevocably authorises TWLC to enter (using reasonable force if necessary but making good any damage thereby caused) the premises of the customer where such goods are situate for the purpose only of taking possession of such goods.
10 Force Majeure
Any contract may be cancelled or suspended in whole or in part by TWLC without liability on its part for any loss or damage arising directly or indirectly from such cancellation or suspension in consequence of the prospect happening or result of any industrial dispute, Act of God, war, civil commotion, legislation, breakdown of machinery, inability to obtain supplies, inability to obtain raw materials, equipment, fuel power or transportation, inability to obtain any necessary import or other licenses or consents of any governmental authority or any other cause or circumstances whatsoever beyond its control.
TWLC shall not be deemed to have waived the protection of any of these conditions by reason of any indulgence given to the customer whether as to time or otherwise or by the undertaking of any work for or any delivery of goods to the customer whether undertaken or delivered with or without knowledge of the facts giving rise to a right to cease work or to cease making deliveries.
12 Law and Disputes
These Conditions and any contract between TWLC and the customer shall
be governed and construed in accordance with the laws of England and the customer and TWLC shall submit to the jurisdiction of the English Courts.
If any part of these Conditions is rendered void or unenforceable at law that part shall be severable from the remainder of these Conditions which shall remain in full force and effect.
Where dispatch of goods is delayed at the customer’s request or by reason
of the customer’s failure to give proper instructions as to delivery within 14 days after TWLC has notified the customer that the goods are ready for
dispatch TWLC shall be entitled to arrange storage for the goods either
at its own works or elsewhere and all charges for storage insurance and where applicable carriage shall be paid by the customer.
If the customer supplies TWLC with a design or any other instructions in
accordance with which the goods specified in the order are to be manufactured then the customer shall indemnify TWLC against all damages costs and expenses arising out of any claim for infringement of any copyright patent trade mark registered design or similar right of any third party.
(A) Any delivery or consignment of goods shall be deemed to constitute a
separate contract to which these Conditions and the special terms of any quotation shall apply including those relating to payment.
(B) TWLC may at its discretion make deliveries by installments whether
or not this is provided for in the relevant quotation or acknowledgement of the order.
(C) TWLC may at its discretion delay a delivery or consignment of goods
beyond a time or date stipulated in a quotation or acknowledgement or order.
TWLC’s exercise of its discretion under this Condition shall not terminate
any agreement as to other deliveries.
Where a contract has been made between the parties and the customer subsequently cancels or postpones its order or otherwise terminates its agreement with TWLC the customer shall compensate TWLC to the extent of all costs or charges incurred by TWLC by reason of the cancellation or
postponement or, at its option TWLC may instead retain any deposit paid.
For the removal of doubt these costs include the cost to TWLC of any
special tools, dies or jigs purchased by TWLC and any finished product
manufactured by TWLC in order to fulfill the customer’s order.
Should TWLC be able to dispose of these items subsequently then
the customer (provided that it has compensated TWLC pursuant to
this Condition) shall be credited with the amount received on the disposal
up to but not exceeding the amount of compensation actually paid to
(A) Any limitations of liability contained in this Condition shall not apply
where TWLC is held to be liable to a customer dealing as a consumer
(within the meaning of the Unfair Contract Terms Act 1977) for the breach
of any condition implied by statute and accordingly the statutory rights of consumers shall remain unaffected by this Condition.
(B) Except in the case of death or personal injury resulting from TWLC’s
negligence the liability of TWLC to the customer whether in
respect of negligence, breach of contract, misrepresentation or otherwise
howsoever shall not in any
case exceed the price of the goods supplied to the customer under the
contract and except as aforesaid the customer shall indemnify TWLC
against all liability to any third party.
(C) TWLC shall not be liable (and the price if unpaid shall remain
payable) for any loss of or damage to goods in transit unless the succeeding
terms of this Condition are complied with.
(D) Any claim by the customer in respect of non-delivery of the whole or
part of any consignment shall be made in writing to TWLC within ten
days of the date of the relevant sale invoice or receipt of the consignment
as the case may be.
(E) Any claim by the customer in respect of damage in transit shall be
notified both to the carrier and TWLC in writing by the customer
(otherwise than on the carrier’s documents) within 5 days of the delivery
of the consignment to which the claim relates. The customer shall not
receipt the carrier “in good condition” if there is any evidence of injury
to packaging or contents upon the customer’s reasonable inspection
on delivery but shall give a receipt according to the facts which its own
(F) In the case of loss of or damage to goods in transit TWLC shall
not in any event whatsoever be liable to the customer beyond the amount
which TWLC is able to recover from its insurers, carriers or other
(G) TWLC shall not be liable for any indirect or consequential loss
whatsoever, however arising and in particular but without prejudice to the
generality of the foregoing shall not be liable for any injury loss expense
or damage existing out of the storage application or use of any goods
(A) All express or implied terms conditions representations or warranties
not stated in these conditions and capable of exclusion (whether statutory
or otherwise) are hereby excluded.
(B) Notwithstanding that any item of the goods has been shown or
supplied to the customer no contract shall constitute a sale by description
or by sample.
(C) TWLC gives no warranty as to the quality or fitness for any
particular purpose of the goods other than the warranty given under
Condition 6 above.