| COPYRIGHT |
| Please review Wixroyd's Copyright notices set out below. All access to and use of the Wixroyd Web site is governed by these terms. Entering into the Wixroyd Web site indicates that you have reviewed these terms and have agreed to be bound by these terms. |
| COPYRIGHT |
| All content included on this site, such as text, technical data, graphics, logos, button icons, images audio clips and software, is the property of Wixroyd and protected by UK and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content on this site is the exclusive property of Wixroyd and protected by UK and international copyright laws. All software used on this site is the property of Wixroyd or its software suppliers and protected by UK and international copyright laws. The content and software on this site may be used as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the the content on this site is strictly prohibited. |
| INFORMATION ACCURACY |
| All information provided on the Wixroyd Web site is subject to change without notice and is provided "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF SATISFACTORY CONDITION FITNESS FOR A PARTICULAR PUPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. While efforts have been made to make the Wixroyd Web site helpful and accurate, due to the open nature of the Wixroyd Web site, and the potential for errors in the storage and transmission of digital information, Wixroyd does not warrant the accuracy of information obtained from its Web site which may contain technical inaccuracies or typographical errors. Wixroyd may also make improvements and/or changes in the products and/or programs described in this information at any time and without notice. |
| PRODUCT DETAILS |
Information Wixroyd publishes on the Wixroyd Web site may contain references or cross references to Wixroyd products, programs and services that are not announced or available in your country. Such references do not imply that Wixroyd intends to announce such products, programs or services in your country. Consult your local Wixroyd business contact for information regarding the products, programs and services which may be available to you.
IN NO EVENT SHALL WIXROYD AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY PRODUCTS, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE WEB WIXROYD SITE. |
| ACCESS AND USE OF INFORMATION |
| Access to the Wixroyd Web site is limited to viewing the linked Web pages solely for legitimate business purposes to access the information provided by Wixroyd and the Wixroyd Web site. Any access or attempt to access other areas of the Wixroyd computer system or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on the Wixdroyd Web site other than in connection with a legitimate business purpose. |
| WIXROYD INTERNATIONAL LIMITED |
| CONDITIONS OF SALE |
| All orders are accepted by Wixroyd subject |
| To the following Conditions of Sale set out below |
| 1. DEFINITIONS in these conditions: |
"the Seller means Wixroyd International Limited"
"goods" means any item which is to be sold by the Seller
"the Buyer" means any person, company or organisation which buys or has agreed to buy any goods.
1.1 No representative, agent or salesman has any authority to waive or vary any of these conditions on behalf of the Seller and any suggested qualification in these conditions shall be deemed to be excluded unless actually written into this form and signed by a Director or the Secretary on behalf of the Seller. |
| 2. ACCEPTANCE OF ORDER |
1. All Orders for Products made through this Web site by you (the "Buyer") are accepted by Wixroyd International (the Seller) on these conditions of sale which supersede any other terms appearing in this Web site, any Wixroyd catalogue or elsewhere, and, unless otherwise specifically agreed in writing by a Director of Wixroyd, these conditions of sale override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or during any negotiations or any course of dealing established between Wixroyd and the Buyer, and constitute the entire understanding between Wixroyd and the Buyer for the sale of Products.
2. An order from a Buyer shall constitute an offer to purchase relevant products, which Wixroyd may accept or decline. The Seller shall be under no obligation to acknowledge receipt of any order from the Buyer.
2.3 All descriptions and illustrations contained in this Web site or any price list or otherwise communicated to the Buyer are intended merely to present a general idea of the Products, and nothing contained in any of them shall form any part of the contract between Wixroyd and the Buyer.
2.4 All orders for Products made other than through this Web site shall be governed by the Conditions of Sale appearing in the latest Wixroyd catalogue.
2.5 Goods ordered by the Buyer which are out of stock will be placed on backorder unless the Buyer shall specify Ex-stock or Cancel in its order.
2.6 The Seller shall have no obligation to accept the return of goods which shall be surplus to the Buyer's requirements or ordered in error. Any decision by the Seller to accept the return of goods for credit shall not affect the Buyer's obligation to pay the price thereof on the due date for payment and such credit shall not exceed 80% of the price of the goods and shall be conditional upon the goods and packaging being returned without any damage or marking within 30 days of the Seller's invoice.
2.7 If the Buyer shall require any change in the terms or arrangements for the performance of the contract, it shall inform the Seller promptly and shall not implement any change without the seller's consent.
2.8 The Buyer warrants and represents that all information provided by it to Wixroyd as part of its profile was when given and will at the time when any order is placed by true and accurate. |
| 3. Specification |
3.1 All specification, drawings and data contained in the Seller's catalogues or otherwise supplied by the Seller are approximate only unless otherwise stated in writing.
3.2 The Seller reserves the right without prior notice to effect modifications and design changes and to discontinue manufacture of any goods as part of a continuous programme of product development. |
| 4. PRODUCT AND AVAILABILITY INFORMATION |
4.1 The Buyer shall be responsible for ensuring the fitness of the product for the Buyer's application. Wixroyd recommends that the Buyer verifies dimensions and other data published in this Web site together with future availability, before incorporating Goods into designs or for other critical purposes.
4.2 Wixroyd Technical Sales will be pleased to advise the Buyer in these and other matters related to the use of the Goods.
4.3 Stock levels quoted on this Web site represent stock at close of the previous day. Actual stock availability for despatch is subject to adjustment upon submission of order. For accurate stock levels the Buyer is advised to call the Wixroyd Sales Office.
4.4 The Seller shall have no liability for the failure of the goods to perform in accordance with specification when such failure shall be caused by their operation in conditions which shall be unsuitable unless the Buyer shall have stated in its order that such conditions would apply and the Seller shall have accepted such stipulation in writing. |
| 5. PRICES |
5.1 Prices quoted by the Seller are based upon its prices ruling at the date of quotation and the Seller reserves the right to adjust its prices at the time of acceptance of order to reflect any increase in the cost of supplying the goods or the publication of a new price list occurring after quotation.
5.2 Unless otherwise stated in writing prices quoted by the Seller are exclusive of the cost of packaging and delivery and VAT. VAT will be charged at the Net Trade application rate at the date of despatch.
5.3 The Buyer shall not be entitled to make any deduction from the price by way of setoff or counter-claim. |
| 6. PAYMENT |
6.1 In the absence of agreed credit terms, payment shall be made 30 days after date of invoice.
6.2 Payment made by means of a cheque, bill or documentary credit shall be deemed to be effected when honoured and all costs of discounting and enchasing shall be borne by the Buyer.
6.3 Time for payment shall be of the essence of the contract.
6.4 In the event of delay in payment the Seller shall be entitled to charge interest at 4% per annum above Barclays Bank plc base rate without prejudice to its other rights.
6.5 During any period of default in payment and at any time when the Seller shall have reasonable grounds for doubting that any payment by the Buyer will be made on the due date, the Seller shall be entitled to suspend work and withhold deliveries, without prejudice to its right to payment for goods delivered and work done and expenses incurred in connection with undelivered goods which shall become immediately due and payable.
6. If such default or other circumstances shall continue for a period of 14 days, the Seller shall be entitled to terminate the contract by written notice to the Buyer, without prejudice to its other rights.
7. The granting by the Seller to the Buyer of time or other indulgence shall not prejudice or constitute a waiver of the Seller's rights under paragraphs 6.4 and 6.6.
7. The Seller shall have a general lien over any goods of the Buyer in its possession for all money due to it from the Buyer. If any lien is not satisfied within 14 days of such money becoming due, the Seller may sell the goods as agent for the Buyer and apply the proceeds, after deducting the expenses of sale, towards the monies due and the balance (if any) shall be paid to the Buyer.
6.9 MasterCard, Visa and Delta or any other card Wixroyd chooses to accept are accepted as payment only when ordering, not as payment of accounts, and are subject to authorisation with any subsequent refund being made to the credit card account. |
| 7. DELIVERY TIMES |
7.1 The time for delivery shall be calculated from the date of acceptance of order by the Seller or from the date of its receipt of all information required to fulfil the order, if later.
7.2 The time for delivery shall not be of the essence of the contract.
7.3 The Seller shall be entitled to make partial deliveries and these conditions shall apply to each delivery.
7.4 The Seller shall endeavour to meet the Buyer's delivery requirements but shall not be liable for any loss or damage caused by delay in delivery and the Buyer shall not be entitled to cancel the contract because of such delay.
7.5 Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as regards other deliveries. |
| 8. DELIVERY |
8.1 Unless otherwise agreed, delivery shall be effected at the premises of the Buyer or place specified in the contract for delivery and the method of carriage and choice of carrier shall be determined by the Seller.
8.2 The Buyer shall be responsible for paying the Seller's carriage charges unless it shall make its own arrangements with the agreement of the Seller prior to the Seller arranging carriage. If the goods shall be collected by the Buyer or by a carrier pursuant to arrangement made by the Buyer, delivery shall be deemed to take place on collection.
8.3 If delivery should be delayed at the request of the Buyer, the Seller may place the goods in store at the Buyers risk and the Buyer shall pay such storage costs and other costs incurred by the Seller as a result of such delay. |
| 9. INSPECTION, TRANSIT DELAYS AND NON-DELIVERY |
9.1 THE BUYER MUST INSPECT THE GOODS as soon as is reasonably practicable after delivery and shall within 7 days of delivery give notice to Wixroyd in detail of any defect in the Goods or of any other complaint which the Buyer may have in relation to the Goods. If the Buyer fails to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination, and the Buyer shall be deemed to have accepted the goods accordingly.
9.2 In the event that the Buyer establishes to Wixroyd reasonable satisfaction that the Goods are not in accordance with the contract or are so defective, the Buyer's sole remedy in respect of such non-accordance or defects shall be limited as Wixroyd may elect to the replacement of the Goods or refund of the purchase price or, where sums are owed by the Buyer to Wixroyd, the issue of a credit note or a credit card account refund against return of the Goods.
9.3 Queries regarding shortages of Goods must be made within 7 days of the despatch date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made within 10 days of invoice date and the invoice number must be quoted.
9.4 In no circumstances shall Wixroyd be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery. |
| 10. DAMAGE IN TRANSIT |
10.1 The Seller shall have no liability in respect of goods lost or damaged in transit unless the Buyer or its agent notes such loss or damage on the delivery receipt and gives notice thereof in writing to the Seller and the carrier within 7 days of delivery or such shorter period as may be required by the carrier's conditions of carriage or, in the case of the whole consignment failing to arrive, gives notice thereof in writing to the Seller within 7 days of receipt of the Seller's invoice or despatch note or the estimated date of delivery, if later.
10.2 The Seller's liability in respect of goods lost or damaged in transit shall be limited to repairing or replacing such goods. |
| 11. TITLE AND RISK |
11.1 Title to the goods shall remain in the Seller until payment in full is made by the Buyer.
11.2 The provisions of paragraph 11.1 shall not prevent the Buyer from fixing the goods to any other product or selling the goods in the normal course of business but in the event of sale to the extent of the Buyer's indebtedness to the Seller in respect of the goods, the Buyer shall hold the proceeds of sale or the right to receive the same on trust for the Seller and shall, at its request, either (i) place the proceeds of sale in a separate account of the Buyer in such a way as to be identifiable as in the beneficial ownership of the Seller, or (ii) assign the right to receive the proceeds of sale to the Seller.
11.3 If the Buyer shall default in payment for any goods and at any time when the Seller shall have reasonable grounds for doubting the payment for the goods will be made on the due date, the Seller, without prejudice to its other rights, may enter upon any land or premises where the goods may be to detach them if fixed and to recover possession of them.
11.4 The risk in the goods shall pass to the Buyer on delivery or placing in store in accordance with paragraph 8.3. |
| 12. RETURNS AND HANDLING CHARGE |
| If Product packaging is unopened a 20% handling charge will apply with a minimum charge of £2.00. A higher rate may be levied for Products returned outside this 30 day period or in an opened by unused condition. Products accepted for return will be credited at invoice value and the appropriate handling charge applied. If invoice details are not quoted the credit will be based upon the lowest sales price. |
| 13. LIABILITY |
1. The Seller's liability shall be limited to repairing or replacing the goods if they are proved defective solely as a result of the faulty materials or workmanship of the Seller.
13.2 Subject to any statutory provision to the contrary, the liability of the Seller under the Clause shall be in lieu of and to the exclusion of any other condition, warranty or other term, whether express or implied by law, as to the quality of the goods or their fitness for any particular purpose or otherwise and, subject as aforesaid, the Seller shall have no liability, whether arising in contract, tort or otherwise, in respect of any defect in the goods or any injury, damage or loss resulting from such defect.
13.3 Wixroyd shall not be under liability for damage (including loss of revenue or profit or any consequential or indirect loss), liability, claims, costs or expenses (however caused) resulting from or in conjunction with advice or information provided by the Wixroyd Data Library Service.
13.4 These conditions set out Wixroyd's entire liability in respect to the products, and Wixroyd's liability under these conditions shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the products or otherwise howsoever except any implied by law which by law cannot be excluded. |
| 14. INDEMNITY |
| Subject to any statutory provision to the contrary, the Seller shall have no liability for any loss or damage suffered by any third party caused directly or indirectly by the goods, whether as the result or their operation or use or otherwise and whether as the result of any defect therein or otherwise and the Buyer shall indemnify the Seller from any claim arising from any such loss or damage. |
| 15. FORCE MAJEURE |
| The Seller shall not be liable for any loss or damage sustained by the Buyer by reason of any act of God, war, riot, strike, lock-out, governmental control or regulation, abnormal weather conditions, accident, breakdown or any other circumstances beyond the Seller's control and in such event, insofar as the contract shall not have been performed, the Seller may either terminate the contract and return any advance payment received or delay delivery for such periods as may be necessary. |
| 16. CONFIDENTIALITY |
16.1 All drawings and other documents supplied by one party to the other shall remain the copyright and property of the party supplying the same and may not be copied or reproduced without its consent and such documents shall be returned in the event of the contract not being made or completed.
16.2 Any trade secret or confidential information supplied by either party to the other shall be kept confidential and shall not be disclosed to any third party without the consent of the party supplying the same. |
| 17. INFRINGEMENT |
17.1 The Buyer shall notify the Seller immediately of any circumstances coming to its attention which may be likely to give rise to any claim that the goods infringe the rights of any third party and shall permit the Seller to conduct any action or negotiations in respect thereof in the name of the Buyer but at the Seller's expense.
17.2 In the event of any such claim being successful, the Seller shall indemnify the Buyer against any liability it may sustain to such third party, but shall have no other liability to the Buyer in respect thereof. |
| 18. NOTICES |
| 18.1 Any notice to be given by either party to the other shall be properly given if sent by telex, telefax, e-mail or post to the party to be served at its head office or last known address and shall be deemed to have been served, in the case of postal delivery, when in the normal course of post it would have been delivered. |
| 19. EXPORT BUSINESS |
| 19.1 Products may only be ordered from this Web site by customers resident in the UK. These conditions do not apply to export transactions for which separate conditions of sale exist. However, in the event that the products supplied are ultimately exported, the Customer will be responsible at their expense for obtaining any licence and complying with any export regulations in force within this country and the country for which goods are destined. |
| 20. NEW ACCOUNTS |
| 20.1 Please furnish two trade references and a banker's reference if you wish to open a credit account. Any credit limit granted to you shall at all times be discretionary and may be reduced, suspended or withdrawn at our discretion at any time without prior notice. |
| 21. LAW |
| 21.1 The Contract shall be governed by English law and the English courts shall have jurisdiction to determine any dispute between the parties in relation thereto. |
