Terms & Conditions

CONDITIONS APPLICABLE TO ALL WRIGHTFIELD LTD SALES

Definitions

"The Company" means Wrightfield Limited whose registered office is Progress Way, Mid Suffolk Business Park, Eye, Suffolk, IP23 7HU.
"The Buyer" means the person or organisation contracting with the Company "Goods" includes pallets containers packaging and all other equipment associated with the Goods.
Basis of the sale
1. The Company shall sell and the Buyer shall buy the Goods in accordance with any written quotation of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any
  such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2. The Buyer shall not claim to rely upon any representation unless made or confirmed in writing by a director of the Company.
3. No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
Price of the Goods
1. The price of the Goods shall be the price of the Goods as set out in the Quotation. The Company is entitled, by giving notice to the Buyer at any time before delivery, to adjust the price stated to take account of change in specification made at the request of the Buyer or any alteration before the date of delivery in the cost to the Company of labour materials subcontracted services or import or export duties or tariffs or transport which directly affects the cost to the Company of supplying the Goods.
2. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.
Terms of Payment
1. Subject to any Special Conditions agreed in writing between the Buyer and the Company, payment for the Goods including V.A.T. (or any other sales tax or duty which may become payable) shall be due and payable by the Buyer without deduction by the last day of the calendar month following the month in which an invoice is raised. The time of payment of the price shall be of the essence of the Contract.
2. The Company reserves the right at any time to cease deliveries against any unpaid account and to charge any cost and losses through non-delivery to the Buyer. If any payment which is due to be made by the Buyer to the Company is overdue then the Buyer shall without any need for the Company to give notice, become liable to pay the Company interest in the unpaid amount at a rate which is 5% above the Base Rate from time to time of Barclays Bank PLC calculated from the date of due payment until the date of actual payment as well as after any Judgement. Any payments made shall first be applied to any interest and thereafter in settlement of the principal sum.
3. The Buyer will make payment to the Company in full. If the Buyer thinks it has a claim against the Company for any reason it will not seek to make any deduction by way of set-off from the sum which the buyer owes the Company. Any such counterclaim or set-off will be dealt with separately in accordance with these Conditions.
Specification Descriptions and Drawings
1. All specification descriptions and drawings of goods are approximate only being intended to serve merely as a guide and accordingly the Company shall not be liable for their accuracy.
2. All drawings prepared by the Company and the copyright therein shall remain the property of the Company and shall be returned to it by the Buyer on demand. All such drawings shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
Property
1. Notwithstanding delivery of the goods or of any documents representing the Goods the property in each item of the goods shall remain with the Company and the Buyer shall be bailee thereof on behalf of the Company until receipt by the Company of payment in cash or cleared funds.
2. The Buyer shall (unless otherwise agreed by the Company in writing) ensure that all goods which are in the possession or control of the Buyer as bailee are stored separately so that they may be readily identified as the property of the Company and the Buyer shall not part with possession thereof.
3. Until such time as the property in the Goods passes to the Buyer the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored in order to repossess the Goods.
Delivery

Whilst the Company will use all reasonable endeavours to keep any stated despatch date, time shall not be of the essence in relation to such date and the Company accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.
Risk

The risk and damage to or loss of the Goods remains the Company's until delivery to the Buyer (if the Goods are delivered by the Company or its carriers) or until collection of the Goods (if the Buyer is collecting from the Company). For the purposes of this clause collections mean the commencement of loading of the Goods on to the Buyer's vehicles and delivery commences are the start of the unloading process.
Warranties and Liability
1. The Company hereby warrants that the Goods supplied are free from defects in material and workmanship BUT the Company's liability under this warranty shall be limited to make good without charge by repair or (at the discretion of the Company) replacement any defects in the Goods which the Company is satisfied are defects of material or workmanship which are notified to the Company in accordance with Clause 9.5 (and in any event within six calendar months after the date of delivery).
2. In any event the Company's liability is restricted to the net invoice value of the Goods. Where more than one claim arises in respect of Goods supplied under one contract or where more than one claim arises out of anyone incident, the aggregate of such claims shall be limited to the net invoice price of the relevant Goods supplied to the Buyer.
3. The warranty contained in sub-clause 9.1 of this Condition is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied and whether arising by common law statute or otherwise other than relating to title to the goods.
4. In no circumstances will the Company be liable for any defect arising from fair wear and tear, wilful damage, the Buyer's negligence, abnormal conditions of use failure to follow manufacturer's instructions, misuse or repairs without the Company's approval
5. Sub-clause 9.1 above will only be met if the following conditions are met:
  1. The Company has received payment in full for the Goods.
  2. The Buyer has notified the Company of any defects within 7 days of discovery of the defect by the Buyer.
6. The Company shall in no circumstances be liable for indirect or consequential loss or damage including but without limitation loss of profit, loss of contracts, damage to property, loss of use suffered or incurred by the Buyer arising in connection with the Goods or any matter arising from any agreement even where such loss or damage arises from the Company's negligence.
7. Any delays in or failure of performance of the Company's obligations shall not constitute default or give rise to any liability or claim for damages or cancellation if caused (whether in whole or in part) by circumstances beyond the control of the Company or any consequence thereof and whether or not amounting to force majeure including but not limited to any law or statute or any rule regulation order or requisition made there under or any decree or order of any Government or those acting in or under guise of authority of Government war rebellion riot sabotage industrial disputes lock-out strikes or other concerted action of workmen accidents fire flood explosion acts of God inability to obtain or delays in obtaining necessary materials or equipment in the open market or from established suppliers and delays in transportation.
8. Nothing in this Clause shall be construed as limiting or excluding any liability the Company may be held to have for death or personal injury of any persons nor the Buyer's statutory rights if the Buyer deals with the company as a consumer (within the meaning of The Unfair Contract Terms Act 1977).
Indemnity

The Buyer shall be solely responsible for and shall keep the Company indemnified against any loss, liability or expense arising directly or indirectly from use of the goods other than in accordance with the Company's operating instructions.
Default
1. Without prejudice to any other remedy the Company may have, the Company reserves the right to terminate the agreement or to delay performance of the Agreement wholly or in part in the following circumstances:-
  1. If the Buyer commits a breach of its obligations hereunder and fails to remedy the breach within 14 days after any notice specifying the breach.
  2. If the Buyer becomes bankrupt, goes into liquidation whether voluntary or compulsory (except as part of a bona fide scheme of reconstruction or amalgamation) is dissolved compounds with creditors has an administrator appointed or has a receiver or administrative receiver appointed over the whole or any part of its assets.
2. In the event that the Company terminates this agreement in accordance with sub-clause 11.1 above the Company shall have no further obligation under this Agreement and the price for all Goods delivered shall become immediately due and payable.
Force Majeure

The Company shall be entitled to cancel or rescind any contract without liability for loss or damage resulting there from if the performance of its obligations under the contract is in any way adversely affected by any war, strike, lock-out, sit-in, trade dispute, flood, accident to plant or machinery, shortage of any material or labour or any other cause whatsoever beyond the Company's control.
General
1. These conditions and any contract with the Buyer shall be wholly governed and construed in accordance with the laws of England and the Company and the Buyer hereby agree to submit to the jurisdiction of the English Courts.
2. In the event that any clause, sub-clause or sub-sub-clause of this contract shall be found to be unenforceable, inapplicable or unreasonable under any circumstances such clause, sub-clause or sub-sub-clause shall be deemed to be severed from the remainder of this contract and shall not affect the remainder of the Contract.
3. The headings used in these Terms and Conditions are for convenience only and shall not affect the construction thereof.

Wrightfield Limited, Progress Way, Mid Suffolk Business Park, Eye, Suffolk IP23 7HU - Company No. 2347731