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You must read these terms and conditions prior to trading with us. If you trade with us you are deemed to have read, understood and accepted these terms and conditions in full, which apply to the exclusion of any and all other terms and conditions (including those which are implied by law, trade, custom, practice or course of dealing) other than Incoterms 2020 “Incoterms”.
1. We are Wire Belt Company Ltd and in these terms and conditions we are referred to as “Wire Belt”.2. You are the Customer and in these terms and conditions we refer to you as “the Customer.”3. These terms and conditions (“the Conditions”) are to be incorporated into every contract entered into by Wire Belt and may only be altered if agreed in writing in advance by a director of Wire Belt.4. “Goods” shall mean the items ordered by you from Wire Belt.
5. Where a quote is provided to the Customer this shall not constitute an offer.
6. All orders for Goods shall be deemed to be an offer by the Customer.
7. (a) When an order for Goods is accepted by Wire Belt we shall send an email to the Customer confirming our acceptance of the order.(b) The contract between the Customer and Wire Belt is deemed formed when this email or fax is sent by Wire Belt, regardless of when or if it is received by you.(c) Should you require additional confirmation of the acceptance to be sent by fax or post please inform us, however this will have no bearing on the completion of the contract.(d) Any samples, drawings, descriptive matter or advertising produced by Wire Belt and any descriptions or illustrations contained in Wire Belt’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the contract nor have any contractual force.
8.(a) The price quoted by Wire Belt is based on the cost of materials, wages, overhead costs, statutory obligations and foreign currency exchange rates at the time the quote is provided. A quotation shall only be valid for the period of time as stated on the quote provided. The price for the Goods will be confirmed to you in Wire Belt’s acceptance of the order.(b) Wire Belt reserves the right to increase the price in the event of increases in any of the costs referred to in clause 8(a) prior to completion of the order, such increase in price being directly proportionate to the increase in cost. Wire Belt will give notice to Customer prior to such price increase.(c) In the event of any dispute arising as to such an increase a certificate from Wire Belt’s auditors as to the existence and value of such an increase shall be final and binding on the Customer.
9.(a) The price quoted by Wire Belt is exclusive of VAT and where applicable this will be added to the invoice at the applicable rate on the date the invoice is issued.(b) The price quoted by Wire Belt is exclusive of the costs of freight, insurance, packing, except where stated to the contrary in writing by a director or company secretary of Wire Belt.
10.(a) If manufacture or delivery of the Goods is suspended or delayed because of the Customer’s action, inaction, instructions, lack of instructions, or failure to supply any required information or parts additional charges may be made by Wire Belt.(b) Wire Belt will not be liable for any losses incurred by the Customer as a result of any delay as referred to in clause 10(a) hereof.
11.1 Risk of damage to or loss of the Goods shall pass to the Customer at:(a) In the case of Goods to be delivered at Wire Belt’s premises, the time when Wire Belt notifies the Customer that the Goods are available for collection; or(b) In the case of Goods to be delivered otherwise than at Wire Belt’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Wire Belt has tendered delivery of the Goods.11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Customer until Wire Belt has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by Wire Belt and the Customer has repaid all moneys owed to Wire Belt, regardless of how such indebtedness arose.11.3 Until payment has been made to Wire Belt in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for Wire Belt and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by Wire Belt and shall insure the Goods against all reasonable risks.11.4 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Terms and Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to Wire Belt) shall be held by the Customer on behalf of Wire Belt. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on Wire Belt’s behalf are identified as such.11.5 Wire Belt may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.11.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Wire Belt, but if the Customer does so all money owing by the Customer to Wire Belt shall (without prejudice to any other right or remedy of Wire Belt) forthwith become due and payable.11.7 Wire Belt reserves the right to repossess any Goods in which Wire Belt retains title without notice. The Customer irrevocably authorises Wire Belt to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which Wire Belt retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 11.3.11.8 The Customer’s right to possession of the Goods in which Wire Belt maintains legal and beneficial title shall terminate if;(a) The Customer commits or permits any material breach of his obligations under these Conditions;(b) The Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;(c) The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;(d) The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
12. Unless otherwise agreed in writing by a director of Wire Belt, payment must be made within 30 days of the date of the respective invoice in full and in cleared funds to a bank account nominated by Wire Belt.
13. All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14. Failure by the Customer to comply with clause 12 above shall entitle Wire Belt at its discretion to:(a) Charge interest on all outstanding sums overdue to Wire Belt from the date when payment fell due to the date of payment at the rate from time to time in force under the Late Payment of Commercial Debts (Interest) Act 1998.(b) Suspend any outstanding deliveries (including those not included in the particular agreement to which the lack of payment relates) until payment in full is received.(c) Cancel the contract at Wire Belt’s discretion and demand immediate payment of all sums owing to Wire Belt in addition to damages.
15. Delivery will be made at the date, time and on the relevant Incoterms ® 2020 specified by Wire Belt in the email referred to in clause 7(a), unless modified by these Conditions or in an email stating otherwise.
16. Dates and times for delivery are given in good faith and are as accurate as possible but are not guaranteed and Wire Belt shall not be liable for any loss or damage suffered by the Customer as a result of a delay or failure to deliver the Goods.
17.(a) Wire Belt shall have the right to deliver any portion of the Goods and be entitled to invoice the Customer for such delivered portion as and when such a portion becomes available for delivery.(b) For the purposes of payment only each portion shall be deemed to be a separate contract (all of which are subject to the Conditions) and may be invoiced separately.
18. From the time at which delivery is deemed to have taken place in accordance with clause 15 hereof or whilst the Goods are in storage in accordance with clause 19 hereof the Customer accepts full liability for the Goods.
19. Wire Belt will store the Goods either at its own premises or elsewhere, at the Customer’s expense (including any insurance premiums payable) in any of the following circumstances:(a) Where the Customer fails to take delivery of the Goods in accordance with clause 15 hereof.(b) Where payment by the Customer has not been made and Wire Belt reasonably believes that the Customer will be unable to pay for the Goods when payment falls due.(c) By agreement between Wire Belt and the Customer.Descriptions, Alterations and Improvements
18. The Goods shall be manufactured and delivered in accordance with the description set out in Wire Belt’s specification which is available on request.
19. (a) Wire Belt may carry out alterations or improvements in design, materials or methods of manufacture from time to time and reserves the right to substitute such altered or improved Goods for those ordered by the Customer where it is reasonable to do so.
(b) Where Wire Belt considers any Goods or parts thereof ordered by the Customer to be unobtainable, unobtainable in sufficient quantities or only obtainable with unreasonable difficulty or at an excessive cost/price Wire Belt may substitute other reasonably similar parts for those ordered by the Customer.
(c) Where Wire Belt considers there to be no reasonable substitute as referred to in clause 19(b) hereof Wire Belt’s obligation to manufacture and deliver the Goods shall be suspended until such time as a substitute becomes available.
(d) Where no such substitute can be found within 3 months of the date of completion of the contract, the contract shall be frustrated and the Customer shall pay to Wire Belt all costs incurred up to that date.
20. Once the contract is formed under clause 7(b) it cannot be cancelled by the Customer without written consent from a director of Wire Belt. Any such cancellation is on the terms that the Customer shall pay to Wire Belt a handling charge to be calculated at the discretion of Wire Belt in respect of work carried out since the contract was formed.
21. Wire Belt may terminate the contract on giving not less than 3 months written notice to the Customer.
23.(a) (i) Wire Belt warrants that it has taken all reasonable steps to ascertain that all materials used in all Goods manufactured by Wire Belt conform to any and all applicable British Standards (BS) and International (ISO) Standards.(a) (ii) Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract(a) (iii) Wire Belt further warrants its Goods against defects in materials and workmanship for a period of one year from the date of shipment. During the one year warranty period Wire Belt may upon receipt of written notification examine the alleged defected Goods (where requested by Wire Belt, Customer will return the Goods to Wire Belt at Wire Belt’s reasonable cost) and if the Goods are deemed defective Wire Belt will repair or at Wire Belt’s option replace at no charge any defective Goods it manufactured and delivered to the Customer. These Conditions shall apply to any repaired or replacement Goods supplied by Wire Belt.(a) (iiii) This warranty shall be void if the Goods or any part thereof have been modified, replaced or repaired by the Customer or user without prior notification and specific approval in writing of Wire Belt, or the defects arise as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.(b) Where Goods are not manufactured by Wire Belt, Wire Belt will use its reasonable endeavours to pass on to the Customer any guarantee, condition, warranty or servicing agreement received by Wire Belt from the manufacturer of such Goods.(c) Wire Belt shall be under no liability for any defect in Goods referred to in clause 23 (b) hereof.
24. Any liability of Wire Belt in respect of any Goods, whether manufactured by Wire Belt or otherwise shall not in any case exceed the replacement value of the defective goods. Such liability is subject to the following conditions:(a) That the Customer shall observe all of Wire Belt’s directions as to the use, operation and return of the defective Goods to a place specified by Wire Belt in the United Kingdom.(b) The Customer shall give written notice and a description of the nature of the defect to Wire Belt within 30 days of delivery of the Goods to the Customer.
25. Save as provided for in Clause 24, Wire Belt shall not otherwise be liable to the customer in tort, contract or for breach of statutory duty or for any direct, indirect, consequential or economic loss of any kind whatsoever which the customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of a contract by Wire Belt, its employees or agents.26.(a) The Customer will take such steps as in the circumstances is necessary to ensure the Goods are used correctly and safely without risk to health in accordance with the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations or orders made thereunder.(b) The Customer will fully indemnify Wire Belt against all money payable by Wire Belt owing to a breach by the Customer of clause 26(a) hereof.
27. Nothing in these Conditions limits Wire Belt’s liability for(a) Death or personal injury caused by negligence;(b) Fraud or fraudulent misrepresentation;(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; and(d) Defective products under the Consumer Protection Act 1987.
28. All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, contained in Wire Belt’s catalogues, advertising matter and other publications have been provided by Wire Belt in the belief that they are as accurate as reasonably possible but Wire Belt provides no warranty for their accuracy and they do not constitute a description of the Goods for the purpose of the Sale of Goods Act 1979.
29. All intellectual property rights in the drawings, designs and Goods supplied by Wire Belt shall remain the property of Wire Belt and without the prior written consent of a director of Wire Belt:
(a) Shall not be loaned, given away, sold, exhibited or published by the Customer or any third party as a result of the actions of the Customer.
(b) Shall not be used in connection with anything other than the Goods for which they were intended by Wire Belt.
30. Where any designs or specifications have been supplied by the Customer, the Customer warrants that the use of such designs or specifications does not infringe the intellectual property rights of any third parties..
31. Wire Belt shall be entitled to terminate any contract between Wire Belt and the Customer forthwith on giving notice of termination in writing to the Customer in the event of any of the following:
(a) Where the Customer is a body corporate, the Customer enters into liquidation or administration whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or has a receiver appointed in respect of itself or any of its assets, undertakings or parts thereof.
(b) Where the Customer is not a body corporate, the Customer becomes bankrupt or compounds or makes any arrangements with his creditors including but not exclusive to an Individual Voluntary Arrangement.
(c) Where the Customer commits a material breach of these Conditions.
32. Upon termination of the contract:(a) All amounts owed to Wire Belt by the Customer shall become due for payment immediately and may be pursued as a debt by Wire Belt.(b) The Customer will return to Wire Belt all Goods in the Customer’s possession in which title still rests with Wire Belt up to the value of all amounts owing to Wire Belt.(c) Wire Belt will have a general lien over all materials and property belonging to the Customer in Wire Belt’s possession at the time of termination in respect of any sum owed by the Customer to Wire Belt in respect of the terminated contract or any other. Wire Belt shall be entitled to sell such material and property, and to re-sell any Goods upon giving 14 days notice to the Customer of its intention to do so.
33. Wire Belt shall be under no liability to the Customer in respect of any failure or delay to perform any of its obligations under these Conditions which is attributable to any cause whatsoever beyond its reasonable control and no such failure or delay shall be deemed for any purpose of these Conditions to constitute a breach of contract. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 1 month, either party may terminate the Contract by giving 14 days’ written notice to the affected party.
34. If any of these Conditions or any part of one of these Conditions is rendered void or unenforceable it shall be void or unenforceable to that extent and no further and Wire Belt will be able to rely on any other Condition or part thereof not deemed void or unenforceable.
35. Any waiver, exclusion or breach by Wire Belt of any of these Conditions shall apply only to the particular instance or instances in which such waiver/exclusion/breach occurs and shall not affect or impair the further continuation in force of such Conditions.
36. Any dispute or difference arising out of or in connection with the Conditions, including any question regarding the existence, scope, validity, termination of the Conditions or this clause (and including any statutory or tortuous claims) shall be subject to the laws of England and Wales and shall be referred to and finally resolved by arbitration.(a) The seat of the arbitration shall be in London(b) The arbitration shall incorporate the rules of the London Court of International Arbitration(c) The language to be used in the mediation and in the arbitration shall be English.(d) The number or arbitrators shall be three.
37. The contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
38. Any notice given to a party under or in connection with the order shall be in writing and shall be i) delivered by hand or by pre-paid post or other next working day delivery service at its registered office; or ii) sent by email to the address as provided by the parties from time to time. Any notice shall be deemed to have been received i) if delivered by hand, at the time the notice is left at the proper address; ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or iii) if sent by email, at the time of transmission, or, if this time falls outside 9am-5pm Monday – Friday the next working day. This clause does not apply to the service of any proceedings or other documents in any legal action.
39. These Conditions and the order constitute the contract and is the entire agreement between the parties. Each party acknowledges that in entering into the contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the contract.
40. Wire Belt may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the contract.
41. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without the prior written consent of Wire Belt.
42. The Customer represents and warrants that neither it nor any of its affiliates is: (i) a target of U.S., European Union, United Kingdom, United Nations or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union, United Kingdom or United Nations persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union, the United Kingdom or the United Nations may not conduct business, including, but not limited to, restricted party lists published or maintained by (A) U.S. Treasury Department’s Office of Foreign Assets Control, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) His Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii) above.
43. The Customer acknowledges that the Conditions is subject to all executive orders, laws, rules and regulations now or hereafter applicable to the parties to (or any of their affiliates), or the subject matter of, the Conditions, including, but not limited to, all laws and regulations relating to: (i) economic, trade and financial sanctions, including, but not limited to, those administered or enforced by OFAC or the U.S. Department of State; (ii) export and re-export controls, including, but not limited to, those administered or enforced by the U.S. Department of Commerce or U.S. Department of State; (iii) anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (iv) any other law of similar effect or that relates to U.S. trade controls or anti-corruption (collectively, and as amended from time to time, “U.S. Trade Control Laws”).
44. The Customer will comply (and is in compliance) in all respects with all applicable U.S. and non-U.S. laws, ordinances, rules, regulations and orders of all governmental authorities relating to the ownership, installation and operation of the Goods. To this effect, the Customer acknowledges that the Goods are subject to the U.S. Trade Control Laws and it will not sell, give or provide to any person that is: (i) a target of (or subject to) U.S., European Union, United Kingdom, United Nations or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union, United Kingdom or United Nations persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union, the United Kingdom or United Nations may not conduct business, including, but not limited to, restricted party lists published or maintained by (A) OFAC, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) His Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii) above.
45. The Customer shall maintain at all times complete confidentiality in regard to the placing, contents and execution of the order and any contract to which it relates and shall not refer to the Wire Belt in any advertisements or publicity without Wire Belt’s written consent
46. Any plans, drawings, data or other information, dyes, pattern, tooling and all other items and materials relating to the goods supplied to the Seller in connection with the order together with any associated copyright, design rights or any other intellectual property rights shall be exclusively the property of the Company and shall be returned to the Company carriage paid on completion of the order.