1. All sales made by Wellington Rubber Company Limited (hereinafter called “the Vendors”) are made subject to the terms and conditions set out below save as varied by any written contract signed by a director of the Vendors.
2. The Vendors warrant that the goods will, at the time of delivery, correspond to the description given by the Vendors and all other warranties, conditions or terms relating to the merchantability or condition of the goods and whether implied by statute or common law or otherwise are excluded so far as permissible under the Unfair Contract Terms Act 1977.
3. Where any trade description or other indication or representation is applied to any goods or services at the customers request, the customer warrants that the same will be true and accurate in all respects, and that the supply, or offer of supply of any such goods or services by any person will not give rise to an offence by the Vendors under the Trade Descriptions Act 1968.
4. Unless otherwise agreed in writing, goods and services shall be paid for (together with value added tax thereon where applicable) in accordance with strictly “30 days from invoice date” terms where monies are to be received 30 days from invoice date. The Vendors shall be entitled to interest from the date upon which payment falls due. In such cases interest shall accrue from day to day at up to 8% per annum above the base-lending rate of National Westminster Bank plc.
5. The customer shall bear and pay:
- (a) Any import or other duty (whether new or additional) and/or any tax, charge or imposition of any description levied by any legislative or other authority of any country at any time during the currency of the contract upon or affecting the goods the subject of the contract or any part thereof.
- (b) Any increase in cost to the Vendors of any goods the subject of the contract caused by the imposition or levying during the currency of the contract by any legislative or other authority of any country of any tax, duty, charge or imposition.
6. The Vendors reserve the right to modify or amend the contract by reason of any circumstances outside their control. In the event of disagreement on any such modification or amendment the Vendors or the customers shall have the right to cancel the undelivered balance of the contract.
7. The Vendors shall not incur any liability or be responsible for any loss or damage sustained by the customer arising out of or in consequence of any of the following matters:
- any interruption in the source of supplies; holding up or delay in shipment or deliveries beyond their control; any prohibition of import or export; the seizure or stoppage or requisition of ships or vessels; any war, riot, civil commotion, labour disturbance, trade dispute, strike or lock-out, stoppages, fire, flood, accident casualty; failure or shortage of material, labour, fuel, gas or electricity, manufacturing requisites or transit; or any “force majeure” or any other cause of any kind whatsoever beyond their control.
8. In cases where delivery is to be made by instalments, the Vendors may cancel the contract as regards undelivered instalments, on the breach, non-performance or non-observance of any condition of the contract by the customer (and stipulations as to the time of payment shall be deemed to be of the essence of the contract) or upon the customer entering into any composition or arrangement with creditors, or, being a Company, passing a resolution for winding-up or entering into liquidation (whether voluntary or compulsory) or any similar arrangement and the customer shall be responsible for any consequent loss to the Vendors.
9. The Vendors reserve the right to cancel forthwith the contract, wholly or in part, upon any breach, non-observance or non-performance by the customer of any term, condition or provision expressed or implied for the time being subsisting under this, or any other contract, now or for the time being, subsisting between the Vendors and the customer.
10. The customer shall be deemed to have accepted the goods 3 days after delivery to the customer and after acceptance the customer shall not be entitled to reject goods which are not in accordance with the contract.
11. The Vendors shall not be liable for any loss or damage whatsoever due to failure by the Vendors to deliver the goods (or any part of them) promptly and the customer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within 21 days of the date specified by the Vendors as the delivery date.
12. The Vendors’ liability to the customer whether for any breach of contract or otherwise shall not in any event exceed the price of the goods and the Vendors shall be under no liability for any direct loss and/or expense or indirect or consequential loss and/or expense suffered by the customer or liability to third parties incurred by the customer.
13. Risk shall pass on delivery of the goods to the customer (or if the customer wrongly fails to take delivery of the goods) at the time when the Vendors have tendered delivery.
14. The Vendors and the customer expressly agree that until the Vendors have been paid in full for the goods comprised in this or any other sale contract between them: –
- (a) Property in the goods shall remain in the Vendors, and the goods shall be received and held by the customer as agent of and Bailee for the Vendors and the customer shall store the goods without charge to the Vendors in such manner that they are clearly identified as the property of the Vendors.
- (b) The Vendors may recover all or any of the goods from the customer without notice at any time they are in the possession of the customer and for that purpose the Vendors and their servants and agents may enter upon any land or building upon which the goods are situated.
- (c) If the customer incorporates any of the goods into other products, the property in those other products shall, upon such incorporation, ipso facto be transferred to the Vendors and the customer as Bailee of them for the Vendors shall store the same for the Vendors without charge to the Vendors in such manner that they are clearly identified as the property of the Vendors.
- (d) Without prejudice to the foregoing provisions of this clause the customer has the right to dispose of the goods or such other products but only for the account of and as agent for the Vendors and in the event of such disposal the customer has the fiduciary duty to the Vendors to account to the Vendors for the proceeds of the sale but may retain therefrom any excess of such proceeds over the total amount outstanding under this and any other sale contract between the parties hereto.
- (e) The customer shall, without charge to the Vendors, ensure that the goods and any products in which they are incorporated are kept in good condition and repair and shall keep such goods and products insured against all risks to their full replacement costs under a Policy which provides for all monies payable thereunder to be paid to the Vendors as agent for the customer for the purpose of satisfying from such monies any outstanding claims by the Vendors against the customer and paying the balance (if any) to the customer.
- (a) Any material held on behalf of a customer on the Vendors’ premises for processing or otherwise shall be at the customer’s own risk and the Vendors shall be under no liability whatsoever for loss or damage howsoever caused in respect of such material.
- (b) The Vendors shall have no liability as to the suitability for use or processing or losses during processing or for the quality or specification of customer’s own material.
16. English law shall govern the contract between the Vendors and the customer and the parties hereto submit to the non-exclusive jurisdiction of the English courts.
17. Any provision of this contract, which is or may be void or unenforceable, shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provisions of this contract.