WISE Worksafe Ltd Terms & Conditions of Sale

  • 1 Interpretation

 

  • 1.1 In these Conditions:
  • 'BUYER' means the person, firm, company or corporation that agrees or has agreed to purchase the Goods, or whose order for the Goods is accepted by the Seller.
  • 'GOODS' means the goods which the Seller is to sell or supply, or has sold or supplied, to the Buyer.
  • 'SELLER' means WISE Worksafe Ltd of 3 Parr Road Stanmore Middlesex HA7 1PZ.
  • 'CONDITIONS' means the standard terms and conditions of sale set out in this document and unless the context otherwise requires, includes any special terms and conditions agreed in writing between the Buyer and the Seller.
  • 'CONTRACT' means each contract for the sale of Goods between the Buyer and the Seller.
  • 'WRITING' includes facsimile transmission and other means of electronic communication.
  • Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

  • 2 Basis of the Sale

 

  • 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer either in writing or verbally which is accepted by the Seller, subject to these Conditions, which shall govern the Contract.
  • 2.2 Orders will only be accepted for a minimum value of £20 excluding VAT and delivery costs.
  • 2.3 These Conditions shall override any terms or conditions which the Buyer proposes to incorporate into the Contract. No variation to these Conditions shall be binding unless agreed in Writing by the Seller.
  • 2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, order acknowledgment, invoice or other document or any information issued by the Seller, shall be subject to correction without any liability on the part of the Seller.
  • 2.5 Any advice or recommendation made regarding, or representation made as to, the Goods or their use which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's risk.
  • 2.6 The assessment of the Goods suitability and fitness for the Buyer's purpose and subsequent choice of Goods is solely the Buyer's responsibility. The Buyer must ensure that the Goods are suitable for the task for which they are purchased and, if appropriate, will provide suitable protection for workplace hazards. Any specification, information, advice, or opinion, however given, or samples provided by the Seller, its employees or agents, in connection with the Goods are offered in good faith but are intended to be approximate only and shall not be deemed to constitute representation as to content, suitability, performance or otherwise.

 

  • 3 Orders and specifications

 

  • 3.1 The order acknowledgment with the accompanying terms and conditions is the Sellers acceptance of the Buyers order and forms the basis of the Contract.
  • 3.2 The quotations and estimates of the Seller are without commitment and no order submitted by the Buyer shall be binding on the Seller unless expressly accepted by the Seller.
  • 3.3 The Buyer shall be responsible to ensure that the Goods ordered are correct and suitable for the purpose for which they are required, and shall be responsible to the Seller for ensuring the accuracy of the detail of any order, including any applicable specification, and for giving the Seller in Writing any necessary information relating to the Goods within sufficient time to enable the Seller to perform the contract in accordance with its terms, not withstanding that such purpose or details may be known to the Seller,
  • 3.4 The Seller will proceed with the Contract in accordance with the details on the order acknowledgment unless instructions in Writing to the contrary are received within 7 days of the date of the acknowledgement. It is the Buyer's responsibility to advise the Seller of any error or omission in the detail of the acknowledgement in Writing within this period. Any lack of information, or delay in supplying information may affect the ability of the Seller to perform the Contract, but it shall not affect its validity.
  • 3.5 Where the Seller is requested to reproduce designs supplied, or referred to, by the Buyer, the Seller makes, and there shall be implied, no representation that the reproduction shall exactly match the original design although the Seller will make every reasonable effort to effect a close match. In particular, the Seller shall not be bound to reproduce designs outside the accepted tolerance of manufacture and deviations from dimensions or quality which are technically unavoidable shall not be faulted by the Buyer.
  • 3.6 Goods are sold or supplied on condition that the Buyer obtains in Writing from the Seller advice as to any adverse effect that may be caused to the Goods by any subsequent manufacturing, cleaning or other process used by the Buyer or any third party.
  • 3.7 Pursuant to the Seller's policy of continuous improvement or pursuant to changes which may be made in safety or other statutory requirements, the Seller reserves the right, without notice and without affecting the validity of the Contract, to make such changes in materials, dimensions, and design as the Seller thinks reasonable or desirable in all the circumstances.
  • 3.8 The copyright and all other intellectual property rights in the Seller's designs, packaging and literature shall remain the Seller's property and no licence thereunder, except as to the use for which the goods are sold or supplied, shall be implied.
  • 3.9 Subject to the provisions to the contrary contained in these Conditions, and subject to any stipulations specifically made by the Seller prior to the Contract, sections 13 to 15 (inclusive) of the Sale of Goods Act 1979 shall apply.
  • 3.10 The Buyer shall not at any time alter or deface the Seller's name or any of the Seller's trademarks or juxtapose with them any other mark likely to cause confusion or use them as any mark likely to cause confusion either on or in connection with goods other than the Goods supplied by the Seller or as, or as part of, any name or trading style.
  • 3.11 In placing this order, the Buyer agrees to indemnify the Seller against any claim which may be made against the Seller, in respect of the infringement of a copyright, trade mark or registered design or other intellectual property rights, resulting from use of materials or instructions provided by the Buyer in the manufacture or sale of the Goods ordered, and also against any costs incurred by the Seller in relation to such claim.
  • 3.12 No order which has been accepted by the Seller may be amended or cancelled by the Buyer except with the agreement in Writing of the Seller, which may be withheld for any reason whatsoever, and on terms that the Buyer shall indemnify the Seller in full against all loss, including loss of profit. Costs to include the cost of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation or amendment, including all preparatory costs.

 

  • 4 Price of the Goods

 

  • 4.1 Subject to the provisions of these Conditions, the price of the Goods shall be the Seller's quoted price or, where no price has been quoted, the price listed in the Seller's price list current at the date of acceptance of the order. Unless stated otherwise in Writing, all prices are valid for 30 days only, after which time they may be altered by the Seller without giving notice to the Buyer. In any event and notwithstanding the foregoing, any offer by the Seller shall be subject to the right of the Seller to revoke any offer at any time prior to acceptance by the Seller in Writing.
  • 4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller of supplying the Goods, including without limitation, increases in the costs of labour, materials, carriage and insurance resulting from any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
  • 4.3 Except as otherwise stated under the terms of any quotation or in any current price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on the following basis:
  • 4.3.1 For orders in excess of £100.00, delivery to addresses in the UK mainland is included, subject to availability of stock. Delivery times may be delayed if Goods have to be obtained from a third party to fulfill the contract.
  • 4.3.2 For orders less than £100 the Seller makes a minimum charge of £7.50 for standard delivery to addresses on the UK mainland but reserves the right to charge more for express or other forms of delivery.
  • 4.3.3 In respect of all orders for delivery to addresses outside the UK mainland the cost of delivery and all insurance charges and special packaging costs shall be payable by the Buyer in addition to the price for the Goods.
  • 4.3.4 Any requirement by the Buyer for specific packaging will be charged additionally.
  • 4.3.5 The Seller will deliver to one delivery address the whole of the order or in installments. Where the Buyer requires Goods to delivered to more than one address or at staggered dates additional charges may be levied.
  • 4.4 The price is exclusive of any applicable value added or other tax, which the Buyer shall be additionally liable to pay to the Seller.

 

  • 5 Terms of Payment

 

  • 5.1 Subject to Clause 12 and unless the Seller otherwise agrees in Writing the Seller's terms of payment for sales in UK & Ireland are that each of the Seller's invoices is payable in full before the end of the month following the date of delivery. For overseas Sales, payment is to be made in full in cleared funds in Sterling without any deduction or withholding or set off in advance, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence to the Contract. Receipts for payment will be issued only upon request.
  • 5.2 The Seller reserves the right, not withstanding Clause 5.1, to render an invoice for the total, or a proportion of the value of the order upon acknowledging the order for immediate payment and to delay performing the Contract until payment has been received. This should not be construed as any reflection on the Buyer's credit worthiness. The right of payment in full with order will be exercised if the Goods ordered by the Buyer require the Seller to incorporate the Buyers logo, wording or other identification in or on the Goods so ordered.
  • 5.3 The Seller may, if so stated on the invoice, offer a settlement discount to the Buyer for payment made at a date prior to the end of the month following delivery. This discount can only be claimed if the payment is received by the Seller on or prior to the date specified and any cheque issued is honoured by The Buyers bank upon presentation.
  • 5.4 Responsibility for ensuring that any payments reach the Seller by the due date rests solely and entirely with the Buyer.
  • 5.5 If the Buyer fails to make payment of the amount due in full on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
  • 5.5.1 cancel the Contract or suspend any further deliveries to the Buyer;
  • 5.5.2 charge the Buyer Interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above Barclays Bank plc base rate from time to time, from the due date until payment in full is made, a part of a month being treated as a full month for the purpose of calculating interest.
  • 5.6 The Seller reserves a lien on all property or money of the Buyer in the possession of the Seller for all amounts due or accruing on any account; the Seller may sell property which is subject to lien if it is not satisfied in 28 days and apply the proceeds to discharge the lien and the Contract expenses.

  • 6 Performance and Delivery

  • 6.1 Delivery of the Goods shall be made by the Seller placing the Goods in the post or delivery of the Goods to a carrier for onward transport to the Buyer or delivery by the Sellers own delivery fleet.
  • 6.2 Any dates quoted for delivery of the Goods or performance of the Contract by the Seller are approximate only and the Seller shall not be liable for any delay in delivery of the Goods or performance of the Contract howsoever caused. Time for delivery or performance by the Seller shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered or the Contract performed by the Seller in advance of the quoted delivery date.
  • 6.3 The Seller reserves the right to delivery of up to 10 per cent more or 10 per cent less than the quantity ordered with the price adjusted at a pro-rata rate, and the quantity so delivered shall be deemed to be the quantity ordered. These tolerances apply to each individual order. Every difference in size, text or colour shall be regarded as a separate order for the purpose of this Clause,
  • 6.4 The Goods may be delivered in instalments either as specified by the Contract, or at the Seller's convenience, and in either case the failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
  • 6.5 If the Buyer fails to accept delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:
  • 6.5.1 charge the Buyer for the Seller's abortive delivery costs and may store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage and insurance; or
  • 6.5.2 sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
  • 6.6 If the Goods are to be exported from the United Kingdom, the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and the payment of any duties thereon.
  • 6.7 Any stock that the Seller agrees to hold against the Contract will be forwarded to the Buyer after six months without further notification unless agreement to extend this period is given in Writing by the Seller whereupon an invoice will be rendered to the Buyer for settlement in accordance with Clause 5.1.

  • 7 Risk and property

  • 7.1 Risk of damage to, or loss of the Goods shall pass to the Buyer;
  • 7.1.1 In the case of Goods to be collected from the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
  • 7.1.2 In the case of Goods to be delivered at the time of delivery or, if the Buyer fails to accept delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
  • 7.2. Notwithstanding delivery and/or the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
  • 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds, of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, property stored, protected and insured.
  • 7.4 Until such time as the property in the Goods passes to the Buyer and provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the properly of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall, without prejudice to any other right or remedy of the Seller, forthwith become due and payable.
  • 7.5 Where delivery of the Goods is by instalments in accordance with an agreed delivery schedule and the Buyer fails to pay for any one or more of the said instalments on the due dates the Seller may in its absolute discretion suspend further deliveries of the Goods pending payment by the Buyer.
  • 7.6 All design and origination work including proofs, samples, mock-ups and models remain the property of the Seller unless specifically charged for. If so requested the Buyer must return them forthwith to the Seller.
  • 7.7 All tools required for the execution of a Contract will remain in the Seller's possession whether or not the Buyer has paid for or made a contribution towards their costs.
  • 7.8 The Seller retains the right to use samples or depictions of Goods supplied to the Buyer and to refer to the Buyer as a client of the Seller in the Seller's promotional literature or advertising or for supply as examples to others for marketing purposeswithout requiring prior authority from the Buyer

  • 8 Claims

  • 8.1 Any claims affecting Goods must be made in Writing within seven days of the delivery and will only be considered if the Goods can be examined in their original packaging and providing that no part of the consignment has been used. Claims for non-delivery must be advised in Writing within 7 days from the date of the invoice.
  • 8.2 Should there be any sign of damage or loss when the Goods are delivered to the Buyer it is the Buyer’s responsibility to endorse the carrier's consignment note to that effect.
  • 8.3 If no such claim shall be made in writing within seven days of delivery the Buyer shall be deemed to have accepted the Goods seven days after the delivery of the Goods. After acceptance the Buyer shall not be entitled to reject any of the Goods which are not in accordance with the Contract.

  • 9 Limitation of Liabilities and Indemnity

  • 9.1 The Seller maintains public and product liability insurance to a limit of not less than £2 million in respect of any one occurrence and copies of the policy or policies are available for inspection at any time.
  • 9.2 These Conditions shall be without prejudice to any legal prohibition against exclusion or restriction or obligation or liability contained in The Unfair Contract Terms Act 1977 or any other statute and shall not apply where and to the extent that their effect is legally prohibited.
  • 9.3 Subject to 9.2 above where loss or damage arises from breach of contract, negligence, misrepresentation or otherwise neither the Seller nor its employees or agents, on whose behalf the Seller contracts for the purposes of this Condition shall be under any liability to the Buyer or to third parties;
  • 9.3.1 For any loss of profit or loss of revenue or loss of business or consequential loss or damage however arising; or
  • 9.3.2 to any extent greater or other than the cover available to the Seller under the policy or policies referred to in 9.1 above, after such cover has been applied in meeting any such liability as is mentioned in 9.2 above and as may be covered thereby.
  • 9.4 The Seller shall not be liable to the Buyer, or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control or in such circumstances the Seller may cancel or suspend performance of the Contract. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
  • 9.4.1 Explosion, flood, tempest, fire or accident;
  • 9.4.2 Act of God;
  • 9.4.3 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • 9.4.4 Acts restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • 9.4.5 Import or export regulations or embargoes;
  • 9.4.6 Strikes, lock-outs or other industrial actions or trade disputes, whether involving employees of the Seller or of a third party;
  • 9.4.7 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  • 9.4.8 Power failure or breakdown in machinery.
  • 9.5 The Seller's pricing structure is based upon these limitations of liabilities and indemnities and the Buyer is advised to consider obtaining insurance cover for any claims for which the Seller is, pursuant to this condition or otherwise not liable and for any indemnity liability which may arise under this condition. Alternatively, the Seller will, upon the Buyer’s request in Writing, use reasonable endeavours, at additional cost to the Buyer, to obtain additional insurance cover.

  • 10 Insolvency of Buyer

  • 10.1 This clause applies if :
  • 10.1.1 the Buyer makes any voluntary arrangement with its creditors, or becomes subject to an administration order, or becomes bankrupt, or goes into liquidation, otherwise than for the purposes of amalgamation or reconstruction; or
  • 10.1.2 an encumbrancer takes possession of, or a receiver, administrative receiver or administrator is appointed, for any of the property or assets of the Buyer; or
  • 10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
  • 10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to
  • occur in relation to the Buyer and notifies the Buyer accordingly.
  • 10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrar

  • 11 Third Party Rights

  • The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.

  • 12 General

  • 12.1 The Seller may assign any of its rights or obligations under the Contract to any other person.
  • 12.2 Any notice required, or permitted to be given, by either party to the other under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified, pursuant to this provision to the party giving the notice.
  • 12.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
  • 12.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
  • 12.5 The Contract shall be governed by the laws of England and the parties submit to the non exclusive jurisdiction of the English Court 

WISE Worksafe Ltd, 3 Parr Road, Stanmore, Middlesex HA7 1PZ