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Home Winn & Coales (denso) Ltd Conditions of Sale
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Winn & Coales (Denso) Ltd Conditions of Sale
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Denso Promotion Terms & Conditions

Winn & Coales (Denso) Ltd Conditions of Sale
 
The Customer's attention Is drawn In particular to the provisions of clause 9
 
1. Interpretation
1.1

Definitions
In these Conditions, the following definitions apply:
  Acknowledgement of Order - the written confirmation of an order placed by the Customer for the purchase of Goods;
  Business Day - a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
  Collection Location - has the meaning in clause 4.2;
  Conditions - the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6;
  Contract - the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;
  Customer - the person or firm who purchases the Goods from the Supplier;
  Delivery Location - has the meaning given in clause 4.1;
  Force Majeure Event - has the meaning given in clause 10;
  Goods - the goods (or any part of them) set out in the Order;
  Order - the Customer's order for the Goods, as set out (1) overleaf in the Customer's written acceptance of the Supplier's quotation or (2) where the Supplier has not provided a quotation, overleaf on our Acknowledgement of Order;
  Supplier - Winn & Coales (Denso) Limited, a company incorporated and registered in England and Wales with company number 01372246 and whose registered office is at Denso House, 33-35 Chapel Road, London, SE27 OTR; and
  VAT - value added tax chargeable under the Value Added Tax Act 1994.
1.2

Construction
In these Conditions, the following rules apply:
  1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
  1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re·enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re·enacted.
  1.2.4 Any phrase introduced by the terms Including, Include, In particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  1.2.5 A reference to writing or written includes faxes and emails.
2. Basis of Contract.
2.1

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The CUstomer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5


Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Suppliers catalogues, brochures, technical data sheets are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. The Supplier does not provide sales by sample.
2.6

A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty (30) Business Days from its date of issue, unless otherwise agreed in writing by the Supplier.
3. Goods
3.1 Subject to the provisions of clause 2.5, the Goods are described in the Supplier's catalogue.
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. Delivery
4.1

Where Goods are to be delivered to the Customer, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
4.2


Where Goods are to be collected by the Customer, the Customer shall collect the Goods from the Supplier's premises at Denso House, 33-35 Chapel Road, London, SE27 OTR or elsewhere by prior agreement ("Collection location") within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready.
4.3

Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or on the completion of loading of the Goods at the Collection Location (as the case may be).
4.4


Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5



If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure EVent or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6

If the Customer fails to accept delivery of or to collect the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:


4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5") Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
  4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7




If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted delivery of or collected them, the
Supplier may (but shall not be obliged to) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the
price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8

The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
4.9


The Customer shall notify the Company within three (3) Business Days of the date of delivery in the event of any discrepancy in or damage to the Goods delivered and within fourteen (14) days of the date of the invoice in the event of non-delivery of the Goods. Failure to notify will result in the Goods being approved by the Customer.
5. Quality
5.1 Subject to clause 5.2, the Supplier warrants that on delivery, and for a period of ninety (90) days from the date of delivery (warranty period), the Goods shall:
  5.1.1 conform in all material respects with their description;
  5.1.2 be free from material defects in design, material and workmanship;
  5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2

It is acknowledged and agreed by the Customer that the Goods will be used or applied under conditions outside of the control of the Supplier and that accordingly the warranties in clause 5.1 relate solely to the quality of the Goods and system components and not the use they are put to by the Customer after delivery.
5.3 Subject to clause 5.4, if:
  5.3.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause
  5.1;
  5.3.2 the Supplier is given a reasonable opportunity of examining such Goods; and
  5.3.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.
5.4 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
  5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
  5.4.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and           maintenance of the Goods or (if there are none) good trade practice regarding the same;
  5.4.3 the Customer alters or repairs such Goods without the written consent of the Supplier;
  5.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  5.4.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5

Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties set out in clause 5.1.
5.6 The terms and conditions 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.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 TItle to the Goods shall not pass to the Customer until the earlier of:
  6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment; or
  6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
  6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
  6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
  6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time. .
6.4

Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, If the Customer resells the Goods before that time:
  6.4.1 it does so as principal and not as the Supplier's agent; and
  6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5

If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have:
  6.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
  6.5.2 the Supplier may at any time:
  6.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
  6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Price and Payment
  7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's price list supplied to the Customer as at the date of the Order.
  7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any request by the Customer to change the delivery date(s), quantities or types of Goods ordered.
  7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
  7.4 The price of the Goods is exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
  7.5 The Supplier may invoice the Customer for the Goods on or at any time after it issues its written acceptance of the Order and prior to completion of delivery.
  7.6 The Customer shall pay the invoice in full and in cleared funds by the thirtieth (30th) day of the month following the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
  7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to charge interest on the overdue amount at the rate of 4% per annum above Barclays's base rate from time to time. If charged, interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  7.8 In the event of the export of Goods from the United Kingdom by a resident customer or agency on behalf of overseas clients within the European Community where VAT has not been charged at the time of invoicing Goods then the Supplier shall receive from the Customer evidence of exportation of the said Goods which shall include details of the Customer's VAT number.
8. Termination and Suspension
  8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
  8.2 For the purposes of clause 8.1, the relevant events are:
  8.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
  8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sale purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  8.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  8.2.4 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
  8.2.5 the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
  8.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
  8.2.7 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
  8.2.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.7 (inclusive);
  8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.8, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
  8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
  8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of Liability
  9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
  9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  9.1.2 fraud or fraudulent misrepresentation;
  9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  9.1.4 defective products under the Consumer Protection Act 1987; or
  9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
  9.2 Subject to clause 9.1:
  9.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss ariSing under or in connection with the Contract; and
  9.2.2 the Supplier's total liability to the Customer in respect of all losses other than those excluded under clause 9.2.1 arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed three million pounds (£3,OOO,OOO).
10. Force Majeure
  Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. General
11.1 Assignment and Other Dealings.
  11.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract
  11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, 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 the Supplier.
11.2 Notices
  11.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or in the case of email to the main business email address of the relevant party or such other addresses as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
  11.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre·paid first class post or other next working day delivery service, at 9.00 am on the second (2nd ) Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one (1) Business Day after transmission to a correctly addressed recipient.
  11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance
  11.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  11.3.2 If the Supplier gives notice to the Customer of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4

Waiver

  A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5

Third Party Rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6


Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.

11.7


Governing Law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8


Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
 
 
 
 

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