Terms & Conditions of Sales

H.K. WENTWORTH LIMITED (Incorporating Electrolube, AF and Eurochemi)

Standard Terms and Conditions for the Sale of Goods

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:

"Buyer": the person(s), firm or company whose order for the Goods and/or Packaging Services is accepted by the Company;
"Business Day": any day other than a Saturday or Sunday or a public or bank holiday in England;
"Company": H.K. Wentworth Limited;
"Confidential Information": all information in respect of the business of the Company including, but not limited to, know- how or other matters connected with the Goods, and information concerning the Company’s relationships with actual or potential clients, customers or suppliers and the needs and requirements of the Company and of such persons and any other information which, if disclosed, will be liable to cause harm to the Company;
"Contract": any contract between the Company and the Buyer for the sale and purchase of the Goods formed in accordance with Condition 2 ;
"Delivery Point": the place where delivery of the Goods is to take place under Condition 7.1 ;
"Force Majeure": any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Company including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of the Company or otherwise), protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors;
"Goods": any goods which the Company supplies to the Buyer (including any of them or any part of them) under a Contract;
"Intellectual Property Rights": all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;
"International Supply Contract": such a contract as is described in section 26(3) of the Unfair Contract Terms Act 1977;
"Liabilities": all costs, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional expenses) whenever arising or brought;
"Minimum Order Value": the required minimum value of any order by the Buyer for Goods, as notified to the Buyer by the Company;
"Packaging Services": packaging services supplied by the Company in relation to re-packaging other manufacturers goods as requested by the Buyer;
"Specification": in relation to the Goods, the technical specifications of those Goods; all preparatory, design and development materials which relate to the Goods; all information of any description which explains the structure, design and development materials which relate to the Goods; all information of any description which explains the structure, design, operation, functionality of the Goods; all information of any description which relates to the maintenance and/or support of the Goods;
"Technical Data Sheet": a document setting out typical properties of the Goods which should not be relied on by the Buyer; and
"Terms and Conditions": the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Company as specified on the front of the acknowledgement of order.

1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation.

2. FORMATION

2.1 Subject to any variation under Condition 2.7, the Contract will be upon these Terms and Conditions to the exclusion of all other terms and conditions and all previous oral or written representations, including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.

2.2 Each order or acceptance of a quotation for Goods will be deemed to be an offer by the Buyer to purchase Goods upon these Terms and Conditions. The Contract is formed when the order is accepted by the Company, by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of the order is issued by the Company.

2.3 Any quotation is valid for a period of 3 months only from its date, unless otherwise specified on the quotation or the Company has not previously withdrawn it.

2.4 The Buyer must ensure that the terms of its order and any applicable Specification are complete and accurate.

2.5 Acceptance of delivery of the Goods will be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

2.6 Subject to Conditions 7.5, 12 and 13, cancellation of a Contract by the Buyer will only be accepted at the discretion of the Company. The Company may cancel the Contract at any time prior to despatch of the Goods.

2.7 Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing and signed by a director of the Company.

2.8 Unless otherwise agreed there shall be a Minimum Order Value. In the absence of prior agreement, any order below the Minimum Order Value will incur a charge to include the cost of packaging, delivery and administration.

3. THE GOODS AND SPECIFICATION

3.1 The quantity and description of the Goods will be as set out in the acknowledgement of order.

3.2 All Technical Data Sheets, samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. They will not form part of the Contract.

3.3 If Goods are made to the Specification, instruction or design supplied by the Buyer, or third party on behalf of the Buyer, then the Buyer:

3.3.1 warrants the suitability and accuracy of those Specifications, instructions or designs;
3.3.2 will indemnify, keep indemnified and hold harmless the Company from and against all Liabilities which the Company incurs or suffers as a result of any infringement of the Intellectual Property Rights of any third party; and
3.3.3 will indemnify, keep indemnified and hold harmless the Company from and against all Liabilities which the Company incurs or suffers in respect of any liability under any and all applicable consumer protection legislation.

3.4 The Buyer warrants that it will provide to all third parties to whom it may supply the Goods, all information as to the use and safe handling of the Goods which has been provided to the Buyer by the Company.

3.5 The Company may make any changes to the Specification, design, materials (whether or not supplied by the Buyer) or finishes of the Goods which:

3.5.1 are required to conform with any applicable safety or other statutory or regulatory requirements; or
3.5.2 do not materially affect their quality or performance.

3.6 The Company may deliver to the Buyer Goods up to 5% more or 5% less than the quantity ordered of Goods supplied from the Company’s stock without any adjustment in the price, and the quantity delivered will be deemed to be the quantity ordered, other than in relation to Goods which are produced to order by the Company, in which case the Company may deliver to the Buyer Goods up to 10% more or 10% less than the quantity ordered.

4. PRICE

4.1 The price for the Goods will be the price specified in the acknowledgement of order and is exclusive of any value added tax or other applicable sales tax or duty which will be added to the sum in question.

4.2 The Company may at any such time before delivery increase the price of the Goods by notice to the Buyer. In such an event the Buyer may on receipt of such notice cancel the order for the Goods, but if the delivery of the Goods is to be made by instalments the Buyer shall be entitled to cancel only the undelivered portion of the order. No other remedy shall be available to the Buyer in respect of such variation in price. If the Buyer does not make any such cancellation the increased price shall apply to the Contract as regards those Goods not already delivered when the increase is made.

4.3 The Company will be entitled to increase the price of the Goods following any changes in the Specification made both at the request of the Buyer and agreed by the Company or to cover any extra expense as a result of the Buyer’s instructions or lack of instructions, or to comply with the requirements referred to in Condition 3.5.1.

5. PAYMENT

5.1 The Company may invoice the Buyer for the Goods on or at any time after despatch of the Goods.

5.2 Unless otherwise agreed in writing and subject to Condition 5.5, payment is due in pounds sterling 30 days after service of such invoice.

5.3 Time for payment will be of the essence.

5.4 No payment will be deemed to have been received until the Company has received cleared funds.

5.5 All sums payable to the Company under the Contract will become due immediately upon termination of the Contract.