1. In these Conditions of Sale: “The Company” means wadner.com “the buyer” means the person, firm or company ordering or buying goods, or using goods from the Company. “The Goods” means the goods the subject matter of the relevant order or contract for sale, physical or electronic.
2. No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyers order has been accepted by the Company. In the event that the Buyers order seeks to make the sale subject to terms different from these conditions, acceptance of the Buyers order by the Company (whether or not such acceptance is accepted by formal order acknowledgement) shall be deemed to be a fresh offer by the Company on the basis of these conditions. In which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Companies offer and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of those conditions except, insofar as the same are expressly consented to in writing by the Company.
2a. In the event of the Goods being of artistic nature all Copyright is deemed to have been obtained by the Buyer and no Liability can be held by the Company for any such Copyright Infringement. The company cannot be made liable for any defects in artistic works other than to correct any such errors and replacement of the original artistic work however so supplied. Although all artistic works are thoroughly checked prior to dispatch it is the Buyers responsibility to ensure fitness for which they are intended and that no errors are present. In no event will the cost of remuneration exceed the cost of the artistic works in any such claim.
3. Quoted Prices include the cost of normal packaging but exclude delivery, transit insurance (which are charged at extra cost) v.a.t. or installation charge (where applicable). Any work carried out additional to that specified in the relevant quotation or order whether experimentally or otherwise shall be charged.
4. The prices for the goods shall be those ruling at the date of dispatch and the Company reserves the right to amend its quoted prices at any time prior to the date of dispatch.
5. Unless otherwise specified the price quoted is from our suppliers and extra charge will be levied to cover delivery and insurance costs. A charge may be made to cover any extra costs involved for delivery to a different address.
5a. Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
5b. Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days the Company shall then be entitled to payment for work already undertaken, materials specially ordered and any other additional costs including storage.
6. If you do not have a credit account open with us, please ask for a credit application form. We will be pleased to assist with any problems related to Credit.
We are pleased to offer credit terms to qualified parties. Credit Terms are 30 days from date of invoice. Statements are sent out at monthly intervals to enable you to check your current invoices paid and due.
Accounts with overdue balances will be placed on credit hold. This means no further goods will be shipped and all support and repairs/warranty services withdrawn until the account is brought into order. Repeated failure to keep our credit terms will result in the permanent loss of our credit facility.
7. The Company and the Buyer expressly agree that until the Company has been paid in full for the Goods comprised in this or any other sales contract between them and all outstanding amounts due to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or from any Director or shareholder of the Buyer or any other such company.
7a. The goods shall remain the property of the Company and the Buyers, as bailees of them for the Company, will store the same for the Company in a proper manner without charge and in such a way that the goods are clearly identified as being the property of the Company, notwithstanding that the risk therein shall pass to the Buyer as provider herein.
7b. At any time the Company may recover from the Buyer the Goods remaining in the Buyers possession, for the purposes of thereof may enter upon any premises of or occupied by the Buyer or any third party (with the consent of the third party).
7c. In the event of such disposition the Buyer or its Director(s)(if a Limited Company) has the fiduciary duty to account to the Company for proceeds thereof but may retain there from an excess of such proceeds outstanding to the Company under this or any other sales contract between them and for all outstanding amounts due to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or from any director or shareholder of the Buyer or any other such company.
8. Notwithstanding the preceding condition, all risk in respect of the Goods shall be assumed by the Buyer upon Delivery of the same to him.
9. The Company and the Buyer expressly agree that until the Company has been paid in full for the Goods comprised in this or any other sales contract between them and all outstanding amounts due to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or from any Director or shareholder of the Buyer or any other such company.
9a. The Company shall be entitled to make a reasonable charge for the storage of any of the Buyers property left with the company before receipt of the order or after notification to the buyer of Completion of the work.
10. The Buyer shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non delivery of the goods, or in the case of non delivery 7 days after the due date for delivery.
11. Whilst the Company will use its best endeavours to deliver the goods in accordance with the Buyers requirements, the Company will not be liable for any consequences for late delivery, howsoever caused.
12. The Companies liability (both in contract and in tort) in respect of defects in the goods shall be limited to the replacement of faulty items or material or the issue of credit notes in respect thereof, or the granting of a refund or other such compensatory measures as the company at its discretion considers appropriate in the circumstances .Such measures shall relate only to the actual faulty items or their value, and the company shall not in any circumstances be under any liability to the Buyer in respect of indirect or consequential loss or damage or loss of profits sustained by the Buyer PROVIDED, always that these conditions do not exclude or restrict the companies liability for death or personal injury arising from its negligence.
12a. A returns Authorisation number must first be obtained from the Company either by telephone, email or letter. Returned goods must be accompanied by a copy of the original invoice relating to their purchases.
Goods returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase. Before returning items, please ring the Company for authorisation to return items - a discussion of the problem may assist in rectifying faults before goods are returned! It is your responsibility that any goods returned are properly insured. We will not be responsible for goods returned to us that are lost in transit. This document does not itself constitute an offer for sale. We reserve the right to vary the Specification of any item, withdraw, modify or amend any item without prior notice. Prices quoted are current prices. Prices of imported goods are subject to variances in exchange rates and in consequence prices will be those holding at the time of delivery. Please telephone us should you wish to confirm current prices.
The Company reserves the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lockouts, riots, hostilities, non availability of materials or supplies or any other event outside the control of the Company; and the Company shall not be held liable for any breach of contract resulting from such an event.
14. The Company may withhold or cancel further or any deliveries under the contract of sale and may recover all losses resulting there from if the Buyer:
a. Fails to make payment on the due date under any contract with the company, or
b. Enters into a composition with its creditors, or (being a company has a receiver appointed or passes a resolution for winding up or if a court shall be ordered it to be would up, or commits an available act or bankruptcy, or
c. Is in breach of any items and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The exercise of rights under condition
13 shall be without prejudice to the companies other rights of remedies.
15. The parties agree to submit to the non-exclusive jurisdiction of the English Courts.