1. GENERAL. Whether as the basis of a contract or not, any information or advice given by us is given in good faith in the light of our available knowledge and experience. Every effort is made to ensure that the information is reliable, but we cannot be held responsible for any loss, injury or damage which may result there from.
Your acceptance of any offer submitted in accordance with Condition 5 constitutes acceptance of these conditions as the terms of any contract made between us for the supply of our materials service or products. All other conditions and any modifications of these conditions and all other conditions and warranties in any other documentation upon which you may claim to rely are excluded, unless we have expressly accepted them in writing.
2. CONDITIONS AND WARRANTIES. No guarantee warranty or condition whether express or implied by Common Law, statute or otherwise is given by us in relation to materials or products supplied or to be supplied as to their fitness for any particular purpose or for use under any specific conditions, even though such purpose or conditions may be known or made known to us.
3. DEFECTIVE MATERIALS. Materials supplied by us and represented by you to be defective shall not form the subject of any claim against us or for any loss, damage or expense arising directly or indirectly from such defects but such materials if returned to us and accepted by us as defective will at your request and if practicable be replaced as originally ordered. Defects in quality or specification in any delivery shall not be ground for cancellation of the remainder of the order or contract.
4. SPECIFICATION. Where materials are required to comply with a particular specification the request for an offer by us must be accompanied by sufficient information to enable us to proceed with the order forthwith on acceptance of our offer.
5. OFFERS. Unless previously withdrawn our offer for acceptance by you by the placing of an order within 28 days of the date of the offer or such longer period as we may prescribe. Our offer includes only such materials stated therein and where appropriate to such specifications. The price quoted on our offer relates only to such materials as are stated therein and/or such materials as may be requested pursuant to any specification given by you in accordance with Condition 4 above.
6. TERMS OF PAYMENT. Unless otherwise agreed in writing, payment for materials supplied or labour is due immediately on receipt of invoice, or on receipt of goods or service.
7. PROPERTY IN GOODS. (a) Both the legal and equitable title in goods sold or supplied or to a Buyer will remain in the Sellers until they have received payment from the Buyer of the price in full and all other Monies, taxes and duties that may be or become due from the Buyer to the Sellers hereunder. If payment is made by cheque, bill, promissory note, other negotiable instrument (and whether payable immediately or in the future) letter of credit or in any other way which does not involve the Sellers receiving the full sum due in cash, payment in full shall not, for the purposes of these conditions, be treated as received until the Sellers (or any holder of the same) have received from the Buyer actual payment in cash of any such cheque, bill, promissory note or other negotiable instrument or letter of credit or of any sum not already paid in cash. So long as payment in full has not been received by the Seller then Buyer shall hold the goods in trust for the Sellers, separately from any other assets and clearly marked as the Sellers property and the Sellers shall be entitled to require the Buyer to deliver the goods or any of them to the Seller on demand. The Buyer shall not interfere in any way with labelling of containers in which goods are sold or any marking on goods themselves indicating the Sellers rights of title or otherwise hereunder. If the Buyer fails so to deliver the goods the Sellers and their representatives shall be entitled to enter the Buyer’s premises (or other premises where the goods are stored to the Buyer’s order) for the purpose of collecting the goods or any of them and to take whatever steps necessary to enable the Sellers or their representatives to remove the goods. The Buyer shall be responsible for all costs and expenses in connection with so doing.
(b) Buyers licences contained in the proceeding paragraph shall terminate automatically and without notice upon the Buyer being in breach of any of the terms hereof or having a receiver appointed of all or any part of its property or suffering the presentation of a bankruptcy or winding-up petition or passing a resolution for its winding-up or being in arrears with any sum due from it hereunder or, in the Sellers opinion being unable to pay its debts. In any such event the Sellers may (without Prejudice to any other rights or remedies available to them) without notice terminate all or any part of the contract or suspend or cancel deliveries hereunder.
(c) Where any of the goods are sold to a third party before property in them has in accordance with paragraph (C) passed to the Buyer that sale will constitute a sale by the Buyer or the Seller property and accordingly the Buyer will account to the Sellers for the proceeds of sale up to the total amount outstanding in respect of the goods and pending such accounting will hold the same for the Sellers.
(d) When, notwithstanding that a Buyer holds the proceeds of sale of goods under paragraph (d) and a Buyer applies such proceeds to meet a secured claim or claim’s of another creditor or creditors of the Buyer, the Sellers shall be subrogated to the rights and security of securities of such creditor or creditors to the extent of the amount of the proceeds of sale so applied.
(e) The Sellers shall have a lien for unpaid purchase prices and a right of stoppage in transit.
(f) The paragraphs of this Clause 11 shall be treated as separate and distinct stipulations and should any such paragraph be held for any reason whatsoever or in any particular circumstances to be void or ineffective this will in no way affect the effectiveness of any other paragraph.
8. DELIVERY. Any delivery period specified in our offer is our normal delivery period ruling at the date of the offer and begins to run from receipt of your order or from receipt of information required under Condition 4 if later. We will use our best endeavours to despatch from our works within the delivery period but accept no liability to do so.
9. DAMAGE IN TRANSIT. When the price quoted in our offer includes delivery to customer, we will replace free of charge materials damaged in transit, provided that notice is given both to the carriers and to ourselves to arrive within three days of delivery to you of the material and the damaged materials are dispatched back to us within 14 days of such delivery.
10. RE-SALE. If you purchase our materials for the purpose of re-sale in the course of trade, you undertake with us not to make representations to or to give guarantees to your customers more extensive than those made or given by us.
11. WAIVER. Any extension of time or waiver of the terms of the contract by us shall not release you in any other respect from the terms of the contract.
12. RETURNS POLICY Our offices should receive notifications of damaged or faulty goods within three days of delivery. It is policy not to accept returns of defective goods after alterations have been carried out by an unauthorised person. We reserves the rights to make a handling/returns charge to cover cost of materials and transportation, for suffering damage that deviates from or invalidates Wayland Computer Services terms and conditions.
13. NOTICES. Any notice invoice or document which we have to send to you shall be deemed to have been received by you in the normal course of post if we send it by pre-paid post (by airmail in case of export sales) to the most recent address which you have notified to us for correspondence.
14. INSOLVENCY. If you fail to make payment to us in accordance with these conditions, or commit any other substantial breach, or if you commit an act of bankruptcy, call a meeting of your creditors, or if (being a limited company) you commence to be wound up or have a receiver appointed by you, or cancel delivery or stop the material in transit, and upon giving you notice thereof in writing and without prejudice to our accrued right against you we may at our option cancel the contract.
15. ENGLISH LAW. The contract shall in all respects be construed and shall operate as an English contract and in conformity with English Law.