Terms and Conditions of Business

WIRE BELT COMPANY LIMITED - TERMS AND CONDITIONS OF BUSINESS – JULY 2014

You must read these terms and conditions prior to trading with us. If you trade with us you are deemed to have read, understood and accepted these terms and conditions in full, which apply to the exclusion of any and all other terms and conditions other than Incoterms 2010 ”Incoterms.”
 

General

1. We are Wire Belt Company Ltd and in these terms and conditions we are referred to as “Wire Belt”.
2. You are the Customer and in these terms and conditions we refer to you as “the Customer.”
3. These terms and conditions (“the Conditions”) are to be incorporated into every contract entered into by Wire Belt and may only be altered if agreed in writing in advance by a director of Wire Belt.
4. “Goods” shall mean the items ordered by you from Wire Belt.

Contract and Applicable Conditions

5. All orders for Goods shall be deemed to be an offer by the Customer.
6.(a) When an order for Goods is accepted by Wire Belt we shall send an email to the Customer confirming our acceptance of the order. Where the Customer has not provided an email address we shall send the confirmation of acceptance of the order by fax.
(b) The contract between the Customer and Wire Belt is deemed formed when this email or fax is sent by Wire Belt, regardless of when or if it is received by you.
(c) Should you require additional confirmation of the acceptance to be sent by fax or post please inform us, however this will have no bearing on the completion of the contract.

Price

7.(a) The price quoted by Wire Belt is based on the cost of materials, wages, overhead costs, statutory obligations and foreign currency exchange rates ruling at the date of acceptance of the order.
(b) Wire Belt reserves the right to increase the quoted price without notice in the event of increases in any of the costs referred to in clause 7(a) prior to completion of the order, such increase in price being directly proportionate to the increase in cost.
(c) In the event of any dispute arising as to such an increase a certificate from Wire Belt’s auditors as to the existence and value of such an increase shall be final and binding on the Customer.

8.(a) The price quoted by Wire Belt is exclusive of VAT and where applicable this will be added to the invoice at the applicable rate on the date the invoice is issued.
(b) The price quoted by Wire Belt is also exclusive of the costs of freight, insurance, packing, except where stated to the contrary in writing by a director or company secretary of Wire Belt.

9.(a) If manufacture or delivery of the Goods is suspended or delayed because of the Customer’s action, inaction, instructions, lack of instructions, or failure to supply any required information or parts additional charges may be made by Wire Belt.
(b) Wire Belt will not be liable for any losses incurred by the Customer as a result of any delay as referred to in clause 9(a) hereof.

10. Risk and Retention of Title

10.1 Risk of damage to or loss of the Goods shall pass to the Customer at: 
(a). in the case of Goods to be delivered at Wire Belt’s premises, the time when Wire Belt notifies the Customer that the Goods are available for collection; or
(b). in the case of Goods to be delivered otherwise than at Wire Belt’s premises, the time of delivery or, if
 the Customer wrongfully fails to take delivery of the Goods, the time when Wire Belt has tendered delivery of the Goods.

10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and
Conditions, legal and beneficial title of the Goods shall not pass to the Customer until Wire Belt has received in cash or cleared funds payment in full of the price of the Goods.

10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until Wire Belt has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by Wire Belt and the Customer has repaid all moneys owed to Wire Belt, regardless of how such indebtedness arose.

10.4 Until payment has been made to Wire Belt in accordance with these Conditions and title in the Goods has
passed to the Customer, the Customer shall be in possession of the Goods as bailee for Wire Belt and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are
identifiable as being supplied by Wire Belt and shall insure the Goods against all reasonable risks.

10.5 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title
has passed to him under these Terms and Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to Wire Belt) shall be held by the Customer on behalf of Wire Belt. The Customer shall
ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on Wire Belt’s behalf are identified as such.

10.6 Wire Belt may, in accordance with the provisions of the Companies Act 2006, register any charge created 
by these Conditions.

10.7 The Customer 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 property of Wire Belt, but if the Customer does so all money owing by the Customer to Wire Belt shall (without prejudice to any other right or remedy of Wire Belt) forthwith
become due and payable.

10.8 Wire Belt reserves the right to repossess any Goods in which Wire Belt retains title without notice. The
Customer irrevocably authorises Wire Belt to enter the Customer’s premises during normal business hours
for the purpose of repossessing the Goods in which Wire Belt retains title or inspecting the Goods to
ensure compliance with the storage and identification requirements of sub-Clause 10.4.

10.9 The Customer’s right to possession of the Goods in which Wire Belt maintains legal and beneficial title
shall terminate if;
  1. the Customer commits or permits any material breach of his obligations under these Conditions;
  2. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
  3. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
  4. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

Terms of Payment

11. Unless otherwise agreed in writing by a director of Wire Belt, payment must be made within 30 days of the date of the respective invoice.

12. Failure by the Customer to comply with clause 11 above shall entitle Wire Belt at its discretion to:
(a) charge interest on all outstanding sums overdue to Wire Belt from the date when payment fell due to the date of payment at the rate from time to time in force under the Late Payment of Commercial Debts (Interest) Act 1998.
(b) Suspend any outstanding deliveries (including those not included in the particular agreement to which the lack of payment relates) until payment in full is received.
(c) Cancel the contract at Wire Belt’s discretion and demand immediate payment of all sums owing to Wire Belt in addition to damages.

Delivery

13. Delivery will be made in accordance with the Incoterms and at the date and time specified by Wire Belt and unless stated to the contrary in the email referred to in clause 6(a) hereof will be EXW (Ex Works).

14. Dates and times for delivery are given in good faith and are as accurate as possible but are not guaranteed and Wire Belt shall not be liable for any loss or damage suffered by the Customer as a result of a delay or failure to deliver the Goods.

15. (a) Wire Belt shall have the right to deliver any portion of the Goods and be entitled to invoice the Customer for such delivered portion as and when such a portion becomes available for delivery.
(b) For the purposes of payment only each portion shall be deemed to be a separate contract (all of which are subject to the Conditions) and may be invoiced separately.

16. From the time at which delivery is deemed to have taken place in accordance with clause 13 hereof or whilst the Goods are in storage in accordance with clause 17 hereof the Customer accepts full liability for the Goods.

Storage

17. Wire Belt will store the Goods either at its own premises or elsewhere, at the Customer’s expense (including any insurance premiums payable) in any of the following circumstances:
(a) Where the Customer fails to take delivery of the Goods in accordance with clause 13 hereof.
(b) Where payment by the Customer has not been made and Wire Belt reasonably believes that the Customer will be unable to pay for the Goods when payment falls due.
(c) By agreement between Wire Belt and the Customer.

Descriptions, Alterations and Improvements

18. The Goods shall be manufactured and delivered in accordance with the description set out in Wire Belt’s specification which is available on request.

19. (a) Wire Belt may carry out alterations or improvements in design, materials or methods of manufacture from time to time and reserves the right to substitute such altered or improved Goods for those ordered by the Customer where it is reasonable to do so.
(b) Where Wire Belt considers any Goods or parts thereof ordered by the Customer to be unobtainable, unobtainable in sufficient quantities or only obtainable with unreasonable difficulty or at an excessive cost/price Wire Belt may substitute other reasonably similar parts for those ordered by the Customer.
(c) Where Wire Belt considers there to be no reasonable substitute as referred to in clause 19(b) hereof Wire Belt’s obligation to manufacture and deliver the Goods shall be suspended until such time as a substitute becomes available.
(d) Where no such substitute can be found within 3 months of the date of completion of the contract, the contract shall be frustrated and the Customer shall pay to Wire Belt all costs incurred up to that date.

Cancellation

20. Once the contract is formed under clause 6(b) it cannot be cancelled by the Customer without written consent from a director of Wire Belt. Any such cancellation is on the terms that the Customer shall pay to Wire Belt a handling charge to be calculated at the discretion of Wire Belt in respect of work carried out since the contract was formed.

Warranty & Exclusions

21.(a)(i)Wire Belt warrants that it has taken all reasonable steps to ascertain that all materials used in all Goods manufactured by Wire Belt conform to any and all applicable British Standards (BS) and International (ISO) Standards.
(a)(ii)Wire Belt further warrants its Goods against defects in materials and workmanship for a period of one year from the date of shipment.    During the one year warranty period Wire Belt will upon receipt of written      notification repair or at Wire Belt’s option replace at no charge any defective Goods it manufactured and delivered to the Customer.
(a)(iii) This Warranty shall be void if the Goods or any part thereof have been modified, replaced or repaired by the Customer or User without prior notification and specific approval in writing of Wire Belt.
(b)Where Goods are not manufactured by Wire Belt, Wire Belt will use its reasonable endeavours to pass on to the Customer any guarantee, condition, warranty or servicing agreement received by Wire Belt from the Manufacturer of such Goods.
(c)Wire Belt shall be under no liability for any defect in Goods referred to in clause 21 (b) hereof.

22. Any liability of Wire Belt in respect of any Goods, whether manufactured by Wire Belt or otherwise shall not in any case exceed the replacement value of the defective goods other than in respect of personal injury or death resulting from the negligence or fraudulent misrepresentation of Wire Belt.  Such liability is subject to the following conditions:-
  1. That the Customer shall observe all of Wire Belt’s directions as to the use, operation and return of the defective Goods to a place specified by Wire Belt in the United Kingdom.
  2. The Customer shall give written notice and a description of the nature of the defect to Wire Belt within 30 days of delivery of the Goods to the Customer.
23. Save as provided for in Clause 22, Wire Belt shall not otherwise be liable to the customer in tort, contract or for breach of statutory duty or for any direct, indirect, consequential or economic loss of any kind whatsoever which the customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of a contract by Wire Belt, its employees or Agents.

24. (a) The Customer will take such steps as in the circumstances is necessary to ensure the Goods are used
correctly and safely without risk to health in accordance with the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations or orders made thereunder.
(b) The Customer will fully indemnify Wire Belt against all money payable by Wire Belt owing to a breach by the Customer of clause 24(a) hereof.
 

Description of Goods

25. All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, contained in Wire Belt’s catalogues, advertising matter and other publications have been provided by Wire Belt in the belief that they are as accurate as reasonably possible but Wire Belt provides no warranty for their accuracy and they do not constitute a description of the Goods for the purpose of the Sale of Goods Act 1979.
 

Intellectual Property

26.All intellectual property rights in the drawings, designs and Goods supplied by Wire Belt shall remain the
property of Wire Belt and without the prior written consent of a director of Wire Belt:
(a) shall not be loaned, given away, sold, exhibited or published by the Customer or any third party as a  result of the actions of the Customer.
(b) shall not be used in connection with anything other than the Goods for which they were intended by Wire Belt.
       
27. Where any designs or specifications have been supplied by the Customer, the Customer warrants that the
use of such designs or specifications does not infringe the intellectual property rights of any third parties.
 

Termination of the Contract

28. Wire Belt shall be entitled to terminate any contract between Wire Belt and the Customer forthwith on giving notice of termination in writing to the Customer in the event of any of the following:

             (a) Where the Customer is a body corporate, the Customer enters into liquidation or administration
             whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or has a
             receiver appointed in respect of itself or any of its assets, undertakings or parts thereof.
             (b) Where the Customer is not a body corporate, the Customer becomes bankrupt or compounds or
             makes any arrangements with his creditors including but not exclusive to an Individual Voluntary
             Arrangement.

Effect of Termination

29. Upon termination of the contract:
           (a) All amounts owed to Wire Belt by the Customer shall become due for payment immediately and may 
           be 
           pursued as a debt by Wire Belt.
           (b) The Customer will return to Wire Belt all Goods in the Customer’s possession in which title still rests
           with Wire Belt up to the value of all amounts owing to Wire Belt.
           (c) Wire Belt will have a general lien over all materials and property belonging to the Customer in Wire 
           Belt’s possession at the time of termination in respect of any sum owed by the Customer to Wire Belt in
           respect of the terminated contract or any other. Wire Belt shall be entitled to sell such material and 
           property, and to re-sell any Goods upon giving 14 days notice to the Customer of its intention to do so.

Force Majeure

30. Wire Belt shall be under no liability to the Customer in respect of any failure or delay to perform any of its
obligations under these Conditions which is attributable to any cause whatsoever beyond its reasonable control and no such failure or delay shall be deemed for any purpose of these Conditions to constitute a breach of contract.

Miscellaneous

31. If any of these Conditions or any part of one of these Conditions is rendered void or unenforceable it shall
be void or unenforceable to that extent and no further and Wire Belt will be able to rely on any other Condition or part thereof not deemed void or unenforceable.
32.  Any waiver, exclusion or breach by Wire Belt of any of these Conditions shall apply only to the particular
instance or instances in which such waiver/exclusion/breach occurs and shall not affect or impair the further continuation in force of such Conditions.

Governing Law

33.  Any dispute or difference arising out of or in connection with the Conditions, including any question regarding the existence, scope, validity, termination of the Conditions or this clause (and including any statutory or tortuous claims) shall be subject to the laws of England and Wales and shall be referred to and finally resolved by arbitration.
             (a) The seat of the arbitration shall be in London
             (b) The arbitration shall incorporate the rules of the London Court of International Arbitration