Terms and Conditions of Sale
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.
SELLER – denotes Workshoppress.co.uk
PURCHASER – denotes the person, company, organisation, or institution that is buying the goods from SELLER
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 AND DELIVERY
Packaging and delivery charges will be charged separately and will also appear as an individual item on all quotations and order confirmations provided by the Seller. Delivery periods shall run from the date of acceptance or from the deemed date of acceptance of the Purchaser’s order. The Seller may make part deliveries or may deliver goods by instalments, and each delivery shall be considered a separate transaction and the failure of any delivery shall not affect the execution of the contract of sale as regards to other and remaining deliveries of outstanding Goods and Services. The Seller will endeavour to adhere to the delivery dates set out in the quotation. Quoted delivery dates are on the basis of the best business estimate only, and the Seller will remain under no liability whatsoever for any delay in delivery or the resulting consequences thereof, however, caused and such delay shall not entitle the Purchaser to cancel or terminate any order or the contract of sale. Withstanding explicitly and contractually agreed to delivery dates between Seller and Purchaser, time for delivery shall not be of the essence of the contract.
- FORCE MAJEURE
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.
- RISK AND PASSING OF PROPERTY
(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 Seller will enforce for the benefit of the Purchaser any manufacturer’s guarantee, warranty or servicing agreement. The Seller shall be under no liability whatsoever even for negligence or for any manufacturer’s defect.
(b) No warranties whatsoever are given on second-hand goods nor shall the Seller be under liability for any defects drawn to the attention of the Purchaser or which were or ought to have been discovered on any examination of the goods before delivery to the Purchaser, its servant or agents.
(c) The Seller gives no warranty and make no representations, whether express or implied, as to any matter whatsoever including (without limitation) condition, merchantability or fitness for any purpose.
(d) For the avoidance of doubt, no description of goods given by the Seller shall be deemed to constitute a contract of sale by description so as to impose any implied condition as provided in section 13 of the Sale of Goods Act 1979.
- LOSS OR DAMAGE IN TRANSIT
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.
- HEALTH AND SAFETY AT WORK ACT 1974
The Purchaser undertakes to ensure that the goods are in all respects safe for their application before they are put into operation.
- WEIGHTS, MEASURES, SPECIFICATIONS, AND DESCRIPTIONS
Weights, Measurements, Specifications, and Descriptions may vary and are provided for informational purposes only and may change from time to time.
- INSTALLATION AND COMMISSION
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
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.
- THE PURCHASER’S WARRANTIES
(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.
- RETURN OF GOODS
The Seller shall be under no liability to accept the return of Goods and Services which are of sound quality. Such goods can only be returned to the Seller with the Seller’s prior written consent and may be subject to restocking charges. If Goods and Services are returned to Seller without prior written authorisation they will be refused for delivery and returned to the Purchaser at the Purchaser’s cost. Authorisation by the Seller is subject to the receipt by the Seller of the Purchaser’s return advice stating the reason for the proposed return and referencing the corresponding details of the sale. In the event that the Seller consents the return of Goods and Services such authorisation will be sent to Purchaser in writing and only then is the return considered authorised by the Seller. To accept the return of Goods and Services they must be returned securely packed and in like-new condition. Unless agreed by the Seller it is the duty of the Purchaser to arrange collection the collection of the Goods and Services and to ensure the safe return to the Seller undamaged and in like-new condition. Return postage and carriage charges are paid by the Purchaser. If the Seller arranges collection the Seller will impose handling charges that are payable by the Purchaser and will be deducted from any credit notes or return of funds. The issuing of a collection note by the Seller does not bind the Seller to issue any credit in respect of the Goods and Services. Upon the receipt of the returned Goods and Services by the Seller they are subject to inspection. Credit Notes will not be issued until inspection is complete. Inspection normally takes 3 to 5 business days. If returned Goods and Services are not in like-new condition the Seller may impose charges for use of or damage to the machine. The amount to be charged by the Seller is solely at the discretion of the Seller and may be in addition to any restocking charges incurred by the Purchaser. The issuance of a credit note my take up to 3 days after the inspection is completed. Any additional fees and charges will be deducted from the credit note. Once the credit note is issued by the Seller to the Purchaser returns of funds normally takes an additional one to three days to appear in the Purchaser’s account.
(a) If the Seller determines that the Purchaser’s financial condition does not at any time warrant the agreed terms of payment, the Seller may with proper written notice to the Purchaser, cancel any unfilled orders or the contracts of sale. The Purchaser will be given the option to make payment to the Seller for the goods already delivered or supplied by the Seller to the Purchaser. The Purchaser can also make prior payment for the goods ordered but not to date delivered or supplied and this is once again at the Seller’s discretion.
(b) If any monies due to the Seller become overdue, or if the Purchaser enters into other arrangements with its creditors, or becomes insolvent, or a petition for a bankruptcy order against the Purchaser is presented to a court, or being a body corporate a receiver is appointed, or a petition is presented for the making of an administration order or a winding-up order in respect in respect of the Purchaser or the Purchaser passes a resolution for the winding-up, or a proposal is made for the making of a voluntary arrangement in respect of the Purchaser, then the Seller shall entitled without prejudice to any other right against the Purchaser, to suspend performance of any contract between the Seller and the Purchaser and/or upon the giving of notice in writing to treat any such contract as at an end. Finished and undelivered or partly manufactured Goods and Services shall be chargeable to the Purchaser or may be disposed of by the Seller at their option and any shortfall in price obtained shall be chargeable to the Purchaser.
(c) If the contract becomes impossible to perform for whatever reason, the Seller shall be entitled to reasonable remuneration for work done until 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.
- EXCLUSION OR IMPLIED TERMS
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.
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.
(b) 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.
(c) 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.