Terms and Conditions of Sale

Introduction to Our Terms and Conditions of Sale – rev 20231031

Welcome to The Workshop Press Company UK (TWPCO), where precision meets craftsmanship in the realm of metal fabrication and manufacturing. As you embark on your journey with us, we invite you to familiarize yourself with our Terms and Conditions of Sale, which serve as the foundation for a transparent and trustworthy relationship.

At TWPCO, a trading name of Systems 3D Group Limited, we are committed to providing you with not only the finest machinery but also the assurance and support you need to operate with confidence. Our terms are designed to ensure that your experience with our products and services is as seamless and productive as your workmanship.

As you peruse the following terms, please remember that our team is here to assist you with any queries or clarifications. We believe in building lasting partnerships based on mutual respect, understanding, and shared passion for the industry we serve.

Thank you for choosing TWPCO, where we strive to press ahead, shaping the future of metalwork together.


I.  GOODS and SERVICES – denotes the GOODS and SERVICES, including any instalments of the goods or any part of them, to be supplied by the SELLER to the PURCHASER under a contract of sale of which these terms and conditions are the underlying basis.

II. SELLER – denotes Workshoppress.co.uk, The Workshop Press Company UK. Both are trading names of Systems 3D Group Limited.

III. PURCHASER – denotes the person, company, organisation, or institution that is buying the goods from SELLER

Terms and Conditions of Sale


The terms and conditions outlined within this document are the prevailing terms and conditions upon which the Seller will do business with the Purchaser. In no circumstance shall any other terms and conditions prevail; such terms primarily in any printed contract conveyed by the Purchaser. for example, conditions contained in any purchase order or acceptance of estimate or quotation or otherwise produced by the Purchaser without notice to the Seller’s notice or Seller’s agreement. No other agreement, representation, promise, undertaking or understanding of any kind unless expressly accepted in writing by the Seller shall alter, vary, supersede or operate as a waiver of these terms and conditions. The records of the Seller relating to any purchase order placed by the Purchaser verbally shall be conclusive, except in the event of a clerical error, as to the type and quantity of goods and the point and date of delivery.


No order made or given by the Purchaser to the Seller shall be accepted or be deemed to have been accepted by the Seller, and a Contract of Sale shall not be made or be deemed to have been made until an acknowledgement of such an order has been given in writing by the Seller to the Purchaser and conveyed to the Purchaser in the most efficient method. The right is reserved to the Seller and without prejudice to any other remedy available to the Seller, to cancel without penalty to the Seller, any uncompleted order or contract of sale. In addition, the Seller retains without prejudice the right to suspend delivery upon the failure of the Purchaser to fulfil any of the commitments or obligations to the Seller howsoever arising and whether such commitment or obligation arises under the contract of sale or otherwise. Upon such cancellation or suspension by the Seller or in the event of any cancellation or suspension of the contract, or of any order made or given by the Purchaser to the Seller, the Purchaser shall, on the demand in writing of the Seller to the Purchaser, indemnify and so free and relieve the Seller from any loss, cost, charge, expense or damage to or incurred by the Seller resulting from such cancellation or suspension.


All offered goods either through written quotation offer or verbal offer are subject to availability upon receipt of the Purchaser’s order unless specifically, exclusively, and contractually agreed between Seller and Purchaser. If a purchase contract is suspended because of the Purchaser’s instructions, lack of instructions or failure to supply specifications, extra charges may be made by the Seller against the Purchaser. The Seller shall be entitled to refuse to accept any order placed by the Purchaser as a result of any quotation made by the Seller.


All prices quoted for goods are given on an ex-works basis and are exclusive of VAT (Value Added Tax) within the jurisdiction of the United Kingdom and will be calculated at the current and applicable rate. Sums relating to VAT shall be paid by the Purchaser to the Seller at the current rate and calculated on the net offer the price of the goods, delivery costs, and other related items. VAT is due in full at the time of payment by the Purchaser to the Seller for agreed Goods and Services. All PRICES quoted are on an estimated basis unless expressly quoted and agreed between Seller and Purchaser or contracted between Seller and Purchaser as a firm price.  Prices ruling at the date of despatch shall apply and shall be invoiced to the Purchaser. Where a firm price is quoted in writing to the Purchaser it is a subject to the receipt of the Purchaser’s order within 30 days of the date of the quotation.

Packaging The Workshop Press Company UK (“TWPCO”) shall list all packaging charges as a separate item on quotations and order confirmations. These charges are distinct from and in addition to the price of the Goods and Services provided. The Purchaser is responsible for the payment of all packaging costs associated with the delivery of Goods.


(a)        Delivery

Delivery periods commence upon TWPCO’s acceptance of the Purchaser’s order. b. TWPCO may fulfil the order in partial deliveries or instalments, each constituting a separate contractual agreement. c. The failure of any individual delivery shall not invalidate the contract as a whole. d. TWPCO aims to adhere to delivery dates as quoted but does not guarantee them. Delivery dates are provided based on the best business estimates and are not to be considered as fixed or guaranteed. e. TWPCO is not liable for delays in delivery and such delays do not entitle the Purchaser to cancel the order.

(b)        Lead Time

     i.    The lead time for the delivery of machinery is an estimated timeframe, subject to change based on TWPCO’s experience and historical data.

     ii.   Lead times may be adjusted due to variables beyond TWPCO’s control, such as supply chain fluctuations or manufacturing delays.

     iii.  Extended delivery times beyond the estimated lead time do not entitle the Purchaser to claims or compensation for any consequential losses or damages.

(c)        Payment and Production Schedule

Bespoke/Custom orders require a non-refundable down payment to initiate the manufacturing process. b. The payment schedule is aligned with production milestones, and failure to adhere to this schedule may result in manufacturing delays or withholding of delivery. c. Full payment is expected upon installation unless otherwise agreed in writing.

(d)        Timed Delivery While TWPCO will make reasonable efforts to meet the Purchaser’s delivery schedule, time shall not be deemed an essential term of the contract unless expressly agreed upon in writing by both parties.

(e)        The above terms are to be read in conjunction with the full Terms and Conditions of Sale and are subject to the governing law of the jurisdiction in which TWPCO operates. The Purchaser’s continued acceptance of the Goods and Services from TWPCO shall be deemed as acceptance of these terms.

(f)         Special Tool Design and Production

i.      The Workshop Press Company UK (TWPCO) specializes in the bespoke design and production of custom tools, dies, jigs, fixtures, and various accessories, meticulously crafted to enhance the functionality of our machinery. While we provide estimated lead times within our project-specific quotations, these are to be taken as guidelines rather than fixed delivery dates, unless a separate delivery contract is established.

ii.      We understand that the creation of bespoke tooling is a complex process that may require several production trials to achieve perfection. Our commitment to precision and quality means that we take the necessary time to ensure tooling is refined and functions correctly, even if this extends beyond initial estimates.

iii.      TWPCO must clarify that any loss of contracts, sales, missed delivery dates, and subsequent consequences or penalties fall outside of our responsibility. We strive to meet all projected timelines, but the intricate nature of custom tool design and the commitment to delivering the highest quality may lead to unforeseen adjustments in the production schedule.


     (a)        Customer’s Offloading Obligations: The Purchaser shall ensure that appropriate offloading equipment is available at the delivery site to safely and efficiently offload the purchased machinery. It is the Purchaser’s responsibility to verify that the offloading equipment on site is suitable for the weight and dimensions of the machinery being delivered.

     (b)        Provision of additional Offloading Services: In the event that the Purchaser does not possess the necessary equipment for offloading, the Purchaser must notify The Workshop Press Company UK in advance to arrange for additional offloading services. The Workshop Press Company UK may provide supplementary services, including but not limited to, the provision of a fork truck with adequate capacity to facilitate the removal of the machinery from the delivery vehicle.

     (c)        Tail Lift Delivery Services: The Workshop Press Company UK offers tail lift delivery services for machinery that requires such handling. This service is available upon request and will incur additional charges. The Purchaser must indicate the need for a tail lift delivery service at the time of purchase to ensure availability and scheduling.

     (d)        Charges for additional Services: The Purchaser acknowledges that any additional services, including offloading, placement, and tail lift delivery services provided by The Workshop Press Company UK, will incur charges. These charges will be communicated to the Purchaser in advance and are due for payment prior to the execution of the services. Failure to settle these charges in a timely manner may result in the withholding of the additional services until payment is received.

     (e)        Delivery Site Requirements: The Purchaser must ensure that the delivery site is accessible for the entry and maneuvering of the delivery lorry and is adequate for the offloading of the machinery. The site must provide a safe environment for The Workshop Press Company UK personnel or its agents to conduct delivery and any additional services.

     (f)         Non-Compliance with Offloading Requirements: Should the Purchaser fail to comply with the offloading requirements as stipulated herein, The Workshop Press Company UK reserves the right to charge the Purchaser for any additional costs incurred as a result of such non-compliance. This may include, but is not limited to, storage fees, redelivery charges, and any other expenses resulting from the inability to offload the machinery as planned.

     (g)        Notification of Delivery Constraints: The Purchaser is obligated to inform The Workshop Press Company UK of any known constraints or limitations at the delivery site that may affect the delivery and offloading process. This includes, but is not limited to, restricted access, local traffic regulations, and specific site safety requirements.

     (h)        Indemnification: The Purchaser agrees to indemnify and hold harmless The Workshop Press Company UK from any claims, damages, or liabilities arising from the Purchaser’s failure to provide appropriate offloading facilities or to comply with the delivery and offloading requirements as set forth in this section.


In the event of any stoppage, delay or interruption of work at the works of the Seller, or at the premises of any supplier before or during the delivery period caused by strike, lockout, labour dispute, war or civil unrest, fire, natural disaster, breakdown of machinery, shortage of materials or transport or any other cause whatsoever beyond the Seller’s control, deliveries may be wholly or partially suspended and correspondingly the delivery period extended by the length of time during which deliveries are suspended.


Where Goods and Services are ready for delivery upon written request from the Purchaser the Seller may postpone delivery provided that the Purchaser pays the full price of the goods to the Seller within seven days of the request. The Seller may store the goods on-premises or elsewhere at the Purchaser’s sole risk and all storage, insurance and transport charges shall be paid by the Purchaser. After Seller has received such postponement notice from Purchaser and said contracted Goods and Services are not paid for in full within seven days of receipt of postponement notice from the Purchaser, Goods and Services will be returned to Seller’s stock and considered ready for sale.


Unless the Purchaser gives the Seller written notice within 3 days from the date of delivery that the goods are not in conformity with the contract the Purchaser is deemed to have accepted the goods.


(a)     Save as otherwise expressly provided in these terms and conditions, or otherwise expressly contracted between Seller and Purchaser, risk in the Goods and Services shall pass to the Purchaser when the goods are delivered to the Purchaser or its Agent.

(b)     Notwithstanding delivery of the goods, title thereto shall remain with the Seller and shall not pass to the Purchaser until such time as payment is made full to the Seller by the Purchaser of all due amounts howsoever arising and, where applicable, by any holding or subsidiary company (as those terms defined by the Companies Act 1985) of the Purchaser.

(c)      Until such time where payment is made in full to the Seller in accordance with these terms and conditions and title to the Goods and Services has passed to the Purchaser, the Purchaser shall hold all unpaid Goods and Services as a trustee to the Seller. The Purchaser in this situation does not act as an agent for the Seller and shall ensure that the goods shall be stored separately from any other property of the Purchaser or any property belonging to a third party and held by the Purchaser. All unpaid Goods and Services shall be clearly marked and identified as the property of the Seller. At any time prior to the transfer of title to the Goods and Services from the Seller to Purchaser in accordance with these terms and conditions the Seller shall be entitled to on-demand recovery of the Goods and Services or any of them (without prejudice to any other of their other rights) and, for this purpose, shall be entitled to enter upon the Purchaser’s premises (or any other premises where the goods are stored) during normal business hours exclusively for the purpose of removing and recovering such Goods and Services. In addition, these terms and conditions constitute an authorisation for any third party contracted or authorised by the Seller to exercise the Seller’s rights hereunder.

(d)    Until payment in full of all sums due to the Seller for contracted Goods and Services has been made in full, the Purchaser shall hold in trust for the Seller to the extent of such sums all rights under any contract of resale, or any other contract in pursuance of which the goods or any part thereof are disposed of, or any contract by which compromising the said Goods and Services or any part thereof is or is to be disposed of, and any monies or other consideration received by the Purchaser hereunder.

(e)    The Seller and the Purchaser agree that, where the goods are mixed with other goods or if the goods in any way whatsoever become a constituent of or integrated within any other goods before title to the Goods and Services has passed pursuant to these terms and conditions, title to the Goods and Services shall remain with the Seller until title therein has passed pursuant to these terms and conditions and, in addition, the Seller shall have a right of joint property in the other integrated or intermixed Goods and Services which shall arise with effect from the moment at which the goods supplied by the Seller are integrated or mixed with or become a constituent of other Goods and Services.


(a)        The Workshop Press Company UK (TWPCO) stands behind the quality and reliability of its machinery, offering robust warranty terms and comprehensive service support to ensure customer satisfaction and machine performance.

(b)        Warranty Coverage: TWPCO extends a manufacturer-specified warranty of one or two years for each new machine, with precise terms detailed in the accompanying warranty documentation. This warranty covers manufacturer defects under normal use conditions and is a testament to the durability and quality of our machinery.

(c)        Service and Issue Resolution: Our multi-tiered approach to service and issue resolution ensures that any concerns are addressed promptly and effectively, with the following stages:

  • (i) Initial Consultation: Our skilled support staff or technicians provide over-the-phone assistance, successfully resolving the majority of issues without the need for additional intervention.
  • (ii) Advanced Support: Persistent issues are escalated to direct communication with a Factory Technician, utilizing various methods including phone, video conferencing, instant messaging, or remote diagnostics, tailored to the specific machine and issue at hand.
  • (iii) On-Site Technician Dispatch: If the problem remains unresolved, a TWPCO representative or certified service technician will visit the customer’s site, with the possibility of multiple visits to guarantee a thorough resolution.
  • (iv) Factory Representative Involvement: In rare and exceptional cases, a factory representative may be dispatched to provide specialized on-site support, ensuring that all possible measures are taken to address and rectify the issue.

(h)        Exclusions and Limitations: TWPCO enforces any manufacturer’s guarantee or warranty for the purchaser’s benefit, but assumes no liability for negligence or manufacturer defects.

(i)          Second-hand goods are by default sold without warranties, and TWPCO is not liable for any defects known to the Purchaser or that should have been identified upon examination prior to delivery.

(j)          No warranties or representations, express or implied, are made regarding the condition, merchantability, or fitness for any purpose of the goods.

(k)         For clarity, no goods description by TWPCO shall constitute a sale by description or impose any implied condition as per section 13 of the Sale of Goods Act 1979.

(l)          This comprehensive warranty and service structure is designed to provide peace of mind and demonstrate TWPCO’s commitment to excellence in both product quality and customer service.


Any shortage or damage to the goods must be clearly stated on the driver’s delivery note or in a written statement of the facts received by the Seller and by the carrier (if not the Seller’s transport) within three days after the date of delivery. Any claims after three days of the delivery date will not be entertained. The packaging and related contents should be retained by the Purchaser for examination by the Seller in the event of Loss or Damage.  The Purchaser shall give the Seller opportunity as the Seller may reasonably require to examine or inspect the defective or faulty goods at the Purchasers’ premises. Written notice of any non-delivery must be received by the Seller within three days after the date of invoice. Time is of the essence with this condition.  The Seller does not accept liability for any loss or damage suffered by the Purchaser whether direct or consequential and howsoever arising.


Photographs, illustrations, videos, online postings, specifications and media documents are intended to give a general idea of the capabilities and features of the Goods and Services portrayed. These items do not constitute a complete description of the Goods and Services nor shall they be taken to be representations made by the Seller. Unless specifically stated, any tools, tooling and accessories appearing within illustrations ARE NOT included in the price.


The Seller at the request of the prospective Purchaser will from time to time demonstrate Goods and Services for the prospective Purchaser so they can obtain an idea on how the Goods and Services will perform for their particular application. From these demonstrations and tests estimations of general performance and production figures can be obtained by the Seller and should be considered estimations. Unless specifically and explicitly contracted the Seller does not warrant production figures. It is accepted the Seller does not warrant equivalent results will be obtained by the Purchaser on any particular machine, and the Seller shall not be held liable if equivalent results are not obtained by the Purchaser. It is the sole responsibility of the Purchaser to determine that the Goods and Services are sufficient and suitable for their purpose to which they are to be implemented. The Seller cannot accept any responsibility either in respect of the installation of any goods or as to the ultimate performance of any product in which the Goods and Services may be used or installed into. The Seller shall in no way be liable for any direct or consequential damage, loss or expense arising from any defect or inefficiency caused by the manner in which the goods are used.  All Goods and Services are manufactured according to CE rules and directives and are issued with a CE Certificate where required, and it is the sole responsibility of the Purchaser to conduct evaluations of the Goods and Services for safety and usage within their organisation and facility and according to The Provision and use of Work Equipment Regulations of 1989.  It is the responsibility of the Purchaser to ensure purchased Goods and Services be provisioned according to these regulations within their organisation, and the Seller takes no responsibility for the lack of evaluation or improper provisioning by the Purchaser.


The Purchaser undertakes to ensure that the goods are in all respects safe for their application before they are put into operation.


Weights, Measurements, Specifications, and Descriptions may vary and are provided for informational purposes only and may change from time to time.


Per the request of the Purchaser the Seller may agree to install and commission machines at the premises of the Purchaser or the premises of a third party.  Charges and Fees relating to such services will clearly defined, and the related costs will be clarified in quotation formation to the Purchaser

XXI.   If the Purchaser agrees to an Installation and Commissioning proposal, they then do so according to these terms:

(a)        The specifics and details of the installation and commissioning will be discussed by the Seller with the Purchaser before installation and commissioning are quoted to the Purchaser.  This is so the Seller fully understands the undertakings and related costs related to the installation and commissioning of purchased Goods and Services.   The Seller shall be indemnified for any extra, extraordinary, or excessive costs associated with installation and commissioning due to the lack of or inaccurate disclosure of facts by the Purchaser pertaining to the installation and commissioning of purchased Goods and Services.  When any extra, extraordinary, or excessive costs associated with installation and commissioning are experienced by the Seller, the Seller will invoice said costs to the Purchaser and the invoice is due on receipt.

(b)        The Seller shall be under no liability whatsoever for any loss or damage whether direct or consequential and howsoever caused to the Purchaser or any third party during or as a result of or in connection with and installation or commissioning.

(c)        The Purchaser shall indemnify the Seller against any loss or damage caused to the Seller, their employees or agents during or as a result of or in connection with installation or commissioning.

(d)        The Purchaser shall indemnify the Seller against any liability whatsoever which the Seller may incur to any third party (including the Purchaser’s employees or agents and the Seller employees or agents) during or as a result of or in connection with installation or commissioning.


Subject to the other terms of these terms and conditions, the Seller shall not be liable for any shortages or defects in the Goods or Services or for the failure of the Goods and Services to comply with any specification unless a written claim shall have been received by the Seller from the Purchaser within 3 days of the delivery of the goods. The liability of the Seller under this condition shall be limited to replacing, repairing or making good the Goods and Services which are proved to be defective or faulty because of faulty workmanship or faulty material. It is the right of the Seller to request such Goods and Services be returned to our facility to facilitate the replacing or repairing of the faulty items. Otherwise as expressly provided in these terms and conditions and except for as provided in section 16 of the Unfair Contract Terms Act 1977, the Seller shall not be liable to the Purchaser or to any third party for any loss or damage (whether direct or consequential) suffered in respect to the goods or arising from or caused by any defect or fault in the goods. The Seller shall be indemnified by the Purchaser against all third-party claims made in respect of the goods.


(a)    The Purchaser warrants in every case that all statutory consents, licences and approvals of all natures which may be necessary to utilise the Goods and Services supplied to the Purchaser by the Seller for the manufacture of any product have been duly obtained.

(b)    The Purchaser warrants that when the Seller delivers the Goods and Services to the predefined delivery address that the Purchaser will duly unload Goods and Services without delay.


The Workshop Press Company UK (TWPCO) evaluates returns on a case-by-case basis. Goods that are of sound quality are generally not eligible for return. However, if a return is deemed necessary, it requires the Seller’s prior written consent and may be subject to a discretionary restocking fee of up to 15%.

(a)        Return Authorization: Goods and services may only be returned with the Seller’s explicit written authorization. Unauthorized returns will not be accepted for delivery and will be sent back to the Purchaser at their expense. To initiate a return, the Purchaser must provide a return advice note detailing the reason for return and reference the original sale details.

(b)        Conditions for Return: If the Seller authorizes a return, written confirmation will be provided to the Purchaser. Goods must be securely packed and in like-new condition to be eligible for return. The Purchaser is responsible for arranging and ensuring the safe return of the goods to the Seller, undamaged and in like-new condition. All return postage and carriage costs are borne by the Purchaser.

(c)        Handling Charges: Should the Seller arrange the collection of the returned items, handling charges will apply. These charges will be communicated to the Purchaser and deducted from any credit issued. The provision of a collection note by the Seller does not guarantee the issuance of credit for the returned goods and services.

(d)        Inspection and Credit Issuance: Upon receipt, the returned goods will undergo an inspection process, which typically takes 3 to 5 business days. A credit note will only be issued after a thorough inspection confirms the goods are in like-new condition. If the goods are found to be used or damaged, additional charges may be applied at the Seller’s discretion, in addition to any restocking fees.

(e)        Credit Note Processing: The processing of a credit note may take up to 3 days following the inspection. Any additional fees or charges will be deducted from the credit amount. Once issued, the credit note’s funds typically appear in the Purchaser’s account within one to three additional days.


(a)        Seller’s Right to Cancel for Financial Instability: The Seller reserves the right to terminate any outstanding orders or contracts of sale with immediate effect by providing written notice to the Purchaser in the event that the Seller, at its sole discretion, determines that the Purchaser’s financial condition at any time does not justify the continuation of the terms of payment previously agreed upon. Upon such termination, the Purchaser shall be afforded the opportunity to make full payment for any goods already delivered or supplied by the Seller, as well as for goods ordered but not yet delivered or supplied, subject to the Seller’s discretion.

(b)        Termination for Non-Payment and Insolvency Events: In the occurrence of any of the following events:

          i.      the Purchaser fails to pay any amounts due to the Seller by the due date;

          ii.      the Purchaser negotiates alternative payment arrangements with its creditors;

          iii.      the Purchaser becomes insolvent;

     iv.      a bankruptcy order is sought against the Purchaser;

          v.     the Purchaser, being a corporate entity, has a receiver appointed over its assets;

          vi.      a petition for an administration or winding-up order is filed against the Purchaser;

vii.      the Purchaser passes a resolution for its winding-up; or

          viii.      a proposal for a voluntary arrangement is made on behalf of the Purchaser, the Seller shall be entitled, without prejudice to any other rights it may have against the Purchaser, to suspend performance under any contract with the Purchaser and/or to consider any such contract terminated upon issuance of written notice. The Purchaser shall be liable for any finished, undelivered, or partially manufactured goods and services, which the Seller may opt to charge to the Purchaser or otherwise dispose of at the Seller’s discretion. Any deficiency in the recovered amount from such disposal, as compared to the contract price, shall be the responsibility of the Purchaser.

Termination for Impossibility of Performance: Should the performance of the contract become impossible due to any reason beyond the parties’ control, the Seller shall be entitled to a reasonable compensation for the work completed up to the date of such impossibility, known as the date of frustration.


“These terms and conditions and the contract of sale shall be governed by and construed in accordance with the laws of England and Wales.


All quotations are submitted, all orders are accepted and all Goods and Services are supplied by the Seller subject to these terms and conditions and all other conditions, warranties and representations express or implied by statute or otherwise are hereby excluded to the fullest extent permitted by law. If any provision of these terms and conditions is or becomes invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions of these terms and conditions or the contract of sale shall not in any way be affected or impaired.


(a)        All business will be carried out on our standard payment terms of 50% deposit with orders, 50% before delivery of Goods and Services.

(b)        Payment terms with suitable credit standing and where appropriate credit checks can be arranged will can be established.  Standard Payment Terms for accounts is net 15 Days unless otherwise agreed.

(c)        If the Purchaser fails or refuses to make payment in accordance with these agreed payment terms and fails to remedy delinquency within 14 days after having been given an overdue notice in writing by the Seller, then all payments fall immediately due under this contract and in such a case the Seller may suspend any delivery or deliveries for open and future orders for Goods and Services from the Purchaser.   Furthermore the Purchaser will be placed under “In Advance” payment terms for all future purchases from Seller.

(d)    Interest charged at the current LIBOR rate + 3.5% will be charged by the Seller to the Purchaser for sums not paid within agreed terms and on the due date.  Such interest shall be calculated on the basis of the actual number of days lapsed from the due date of payment.


Any waiver by the Seller to enforce any of these terms and conditions shall not be construed as a waiver of any of the Seller rights hereunder.