Terms & Conditions

Website Terms of Use

These terms of use apply to your use of all or any part of our website www.wrekinmanholecovers.com and to any email correspondence between Wrekin Welding & Fabrication Engineering Ltd. and you. Please read these terms of use carefully. By using this website you are deemed to accept these terms of use whether or not you choose to register with us or buy products from our website. We reserve the right to amend these terms of use from time to time and recommend that you review them regularly. Your continued use of this website after changes have been posted constitutes your acceptance of these terms of use as amended. If you do not agree to any of these terms of use or our privacy policy, please do not use this website. All references in these terms of use: to the “Website” refer to this Website
www.wrekinmanholecovers.com.; to “you” and “your” refer to you, the user; to “we”, “us” and “our” refer to Wrekin Welding & Fabrication Engineering Ltd.; to “Content” refer to the text, graphics, photographs, information and other material displayed from time to time on the Website; and to “Goods” refer to the goods that we sell via the Website.

1 Use of our website
1.1 You agree to use this Website in accordance with these terms of use.
1.2 You agree that you will not:
(a) attempt to access our systems or reverse-engineer, decompile, disassemble or otherwise tamper with the Website, its Content and/or any software used in connection with the Website;
(b) post on or transmit to or from the Website any material that is threatening, defamatory, obscene, indecent, offensive, discriminatory, inflammatory, blasphemous, criminal, in breach of confidence or privacy or a third party’s rights or which may otherwise cause annoyance or inconvenience;
(c) use the Website for fraudulent or criminal activities;
(d) transmit any virus, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data onto the Website;
(e) attack our Website via a denial-of-service attack or a distributed denial-of-service attack;
(f) monitor or copy, or allow others to monitor or copy, our web pages or the content included herein;
(g) “frame” or otherwise simulate the appearance or function of this Website;
(h) take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorised access, or transmission or activation of computer viruses.
1.3 We will fully co-operate with all law enforcement authorities and court orders requesting or directing us to disclose the identity of or to locate anyone posting any defamatory, obscene or otherwise illegal material onto the Website and/or using the Website in respect of any fraudulent activity.
1.4 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or any website linked to it.
1.5 If you breach any of the terms of use, we reserve the right to withdraw your access to the Website.

2 Intellectual property rights in our website
2.1 The copyright, trade marks and all other intellectual property rights in the Content belong to us or our licensors.
2.2 You may print and download extracts from this Website for your own personal reference. You must not modify any of the Content, or use any graphics or photographs separately from their accompanying text and you must not remove any copyright or trade mark notification or other proprietary notices from
such extracts.
2.3 You must not use any part of the Content for commercial purposes without obtaining a licence to do so from us or our licensors.
2.4 If you print off, copy or download any part of the Content in breach of these terms of use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the Content you have made.

3 Linking to the website
3.1 You may create a link from your own website to the Website provided that you obtain our prior written consent and provided that you only do so on the basis that you link to, and do not replicate, the home page of this Website and you DO NOT:
(a) create a frame or any other browser or border environment around this Website;
(b) in any way imply that we endorse any properties, products or services other than our own;
(c) misrepresent your relationship with us or present any other false information about us;
(d) use any of our Content or trade marks without our express written permission;
(e) link from a website that is not owned by you; or
(f) display any content on your website that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
3.2 We expressly reserve the right to revoke without prior notice any right we grant to you to link to our Website should you breach any of these terms of use.

4 Our links to other websites
4.1 We may provide links on our Website to the websites of other companies, whether affiliated with us or not. We have no control over, and make no endorsement of, the content or availability of these third party websites. We accept no liability for any statements, information, products or services that are published on or accessible through any websites owned or operated by third parties and you use and rely on the same at your own risk.
4.2 We cannot give any undertaking that products you purchase from companies to whose website we have provided a link on our Website will be fit for purpose or of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.

5 Disclaimer
5.1 We give no representation, warranty or guarantee as to the accuracy, completeness or adequacy of the Content or the availability of the Website.
5.2 Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.

6 Our liability
6.1 To the maximum extent permitted by law, we and other members of our group of companies expressly exclude:
(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
(b) any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any material posted on it, including, without limitation any liability for:
(i) loss of income or revenue;
(ii) loss of business;
(iii) loss of profits or contracts;
(iv) loss of anticipated savings;
(v) loss of data;
(vi) loss of goodwill;
(vii) wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
6.2 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
6.3 We endeavour to ensure that our Website is accessible 24 hours a day. However, we will not be liable for any losses that you may suffer if our Website is unavailable at any time or for any period or your access to our Website is interrupted, restricted or delayed for any reason. Please note that access to our Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any reasons beyond our control.

7 Enforceability
7.1 If any of these terms of use are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms of use which will continue to be valid to the fullest extent permitted by law.

8 Our right to vary these terms of use
8.1 We have the right to revise and amend these terms of use from time to time and any changes will be posted to our Website.

9 Transactions concluded through the website
9.1 Contracts for the sale of Goods formed through our Website to consumers are governed by our terms and conditions of sale for consumers [Please insert link to terms and conditions for consumers].
9.2 Contracts for the sale of Goods formed through our Website to trade or business customers are governed by our terms and conditions of sale for trade / business [Please insert link to terms and conditions for trade / business].

10 Law and jurisdiction
10.1 These terms of use will be governed by English law. Any dispute arising in connection with the same shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

11 Contact us
11.1 This Website is operated by us, Wrekin Welding & Fabrication Engineering Ltd. We are a company registered in England and Wales under company number 2609935. Our registered office is situated at Distribution Centre, Woodland Road, Stanton, Burton-on-Trent, DE15 9TH. Our VAT number is 451730368.

Privacy policy

1 Introduction
1.1 Wrekin Welding & Fabrication Engineering Ltd. is committed to preserving the privacy of every visitor to its website. Please read this privacy policy to understand how we use and protect the personal information that you provide to us. All references in this privacy policy: to our “Website” refer to the website at www.wrekinmanholecovers.com.; to “we”, “us” and “our” refer to Wrekin Welding & Fabrication Engineering Ltd. and to “you” and “your” are to you, the user.
1.2 This privacy policy (together with our terms of use and any other documents referred to in them) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.
1.3 This privacy policy only covers this Website. Other websites which are accessed via links within our Website are not covered by this policy.

2 Information we may collect from you
2.1 We may collect and process the following data about you:
(a) information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, or requesting further services. We may also ask you for information when you report a problem with our Website;
(b) if you contact us, we may keep a record of that correspondence;
(c) details of transactions you carry out through our Website and of the fulfilment of your orders.

3 IP addresses and cookies
3.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
3.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our Website and to deliver a better and more personalised service. They enable us to:
(a) estimate our audience size and usage pattern;
(b) store information about your preferences, and so allow us to customise our Website according to your individual interests;
(c) speed up your searches;
(d) recognise you when you return to our Website.
3.3 You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system may issue cookies when you log on to our Website.
3.4 Please note that our advertisers may also use cookies, over which we have no control.

4 Where we store your personal data
4.1 The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.
4.2 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

5 How we use information
5.1 We use information held about you in the following ways:
(a) to ensure that content from our Website is presented in the most effective manner for you and for your computer;
(b) to provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes;
(c) to carry out our obligations arising from any contracts entered into between you and us;
(d) to notify you about changes to our service.
5.2 If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale to you.
5.3 If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this.
5.4 If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data. You may at any time request that we do not send you such information by e-mailing us at info@wrekinmanholecovers.com. Please note you may continue to receive such information for a short
period whilst this change is being processed.

6 Disclosure of your information
6.1 We may disclose your personal information to any member of our group of companies, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
6.2 We may use subcontractors in the fulfilment of your order, including processing your payment details, and by submitting your personal data, you agree to such processing of your personal data by such subcontractors. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.
6.3 We may disclose your personal information to third parties:
(a) in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
(b) if Wrekin Welding & Fabrication Engineering Ltd. or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets;
(c) if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms of use or terms and conditions of supply and other agreements, or to protect the rights, property, or safety of our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

7 Your rights
7.1 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at info@wrekinmanholecovers.com.
7.2 Our Website may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

8 Access to information
The Data Protection Act 1998 (“DPA”) gives you the right to access information held about you. Your right of access can be exercised in accordance with the DPA. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

9 Changes to our privacy policy
Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

10 Contact
Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to info@wrekinmanholecovers.com

Conditions of Sale

1) DEFINITIONS
1) “The Company” means Wrekin Welding & Fabrication Engineering Ltd.
2) “The Buyer” means the person, firm, company, organisation or public authority specified in the Order.
3) “The Goods” means the Goods (including any instalment of the Goods or any parts for them), which the Company is to supply to the Buyer in accordance with these conditions.

2) BASIS OF SALE
1) Unless otherwise agreed in writing by the Company, Goods are supplied by the Company only on these conditions and no variation of or addition to shall have effect. Should any of these conditions conflict with any conditions stated in the Buyer’s order then these conditions shall prevail. Any conduct by the Buyer in confirmation of any transaction with the Company after receipt by the Buyer of this document shall constitute unqualified acceptance by the Buyer of these conditions. The Company shall be deemed not to have entered into any contract to supply Goods until the Buyer’s order is acknowledged or the Goods shall have been despatched by the company or its agents. Any variation in the Buyer’s order shall not be valid until accepted by the Company and shall be made on these terms and conditions. Quotations are valid for
a period of 30 days unless specially stated otherwise and do not constitute contractual offers.
2) The Company’s employees or agents are not authorised to make any representation concerning the Goods ordered unless confirmed by the Company in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
3) Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

3) PRICE
1) Unless the contract provides expressly otherwise, the price payable by the Buyer for each delivery shall be the Company’s price ruling at the date of despatch.
2) The Company reserves the right to charge for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address.
3) All prices are exclusive of VAT unless otherwise stated and VAT or any other tax or duty relating to the sale or delivery of the Goods shall be added to the price payable by the Buyer.

4) TERMS OF PAYMENT
Payment should be made in full by the end of the calendar month following the month in which the Goods were invoiced, failing which:-
1) the Buyer’s right to discount (if any) shall be forfeited and the Buyer shall pay interest on the amount outstanding at the rate of 4% above the current base rate of Midland Bank plc for the time being calculated from day to day from the date upon which payment became due to the date of actual payment; and
2) the Company shall be entitled to withdraw credit facilities at any time and to suspend all further deliveries under this or any other contract with the Buyer and if such payment shall remain in arrears for more than seven days after written demand shall be made, therefore the Company shall have the right to sell to third parties the outstanding balance hereunder or under any other contract and in any case without prejudice to any claim by the Company against the Buyer for repudiation of contract or otherwise; and
3) the Company shall also be entitled to charge to the Buyer any legal costs incurred in the recovery of overdue debts.

5) DELIVERY
1) Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the goods are ready for collection or, if some other place for delivery is agreed by the Company, the Company shall deliver the Goods to that place.
2) The Company will use all reasonable endeavour to deliver the Goods on the date or dates specified in the order but such dates are not guaranteed unless expressly so stated in the contract. The company shall not be liable in respect of any claims arising out of or consequent to a failure to meet such dates and such failure shall not entitle the Buyer to repudiate or cancel the contract unless such failure shall have been caused by the wilful default or neglect of the Company. Time for delivery shall not be of the essence unless previously agreed by the company in writing. The Goods may be delivered by the Company in advance of the specified delivery date upon giving reasonable notice to the Buyer.
3) Where the contract provides for delivery of the Goods elsewhere than at the Company’s producing works, the Company will entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer:-
a) gives written notice to the Company within 21 days after the date of the Company’s advice note or other notification of the despatch of the Goods in the case of non-delivery or within three (3) days after delivery of the Goods in any other case; and
b) where the Goods are consigned by an outside carrier complies in all respects with the carrier’s conditions of carriage for notifying claims for loss or damage in transit.
4) Delivery shall be deemed to take place either:-
a) on the physical handing over of the Goods to the Buyer or his designated carrier or agent; or
b) on the removal of the Goods from the Company’s premises when the Company shall at the request of the Buyer, agree to transport the Goods by its own transport or the carriers designated by the Company; or
c) upon the placing of the Goods in the Company’s own storage facilities either at the request of the Buyer or upon his failure or refusal to accept delivery.

6) UNLOADING
1) All necessary labour and equipment required to unload lorries etc., shall be supplied by the Buyer. The Company’s drivers are not responsible for the unloading of consignments.
2) The Company reserves the right to charge for waiting time, storage and re-delivery if off-loading facilities are not made available at the agreed time and place of delivery.

7) RISK AND TITLE
1) Risk of damage to the loss of the Goods shall pass to the Buyer
a) In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection, or
b) In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods or fails to provide adequate means of access for delivery of the Goods, at the time when the Company has tendered delivery of the Goods or attempted to deliver the same.
2) Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the property in the Goods shall remain in the Company until the Company has received in cash or cleared funds the payment in full of the price of the Goods and all other sums due from the Buyer to the Company.
3) Until such time as the property in the Goods passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and the third party and properly stored, protected and insured and identified as the Company’s property.
4) Until such time as the property in the Goods passes to the Buyer, the Company shall be entitled at any time to require the Buyer to deliver the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
5) The Buyer hereby irrevocably authorises the representatives of the Company to enter upon the Buyer’s premises where the Goods are stored or are thought by the Company to be stored for the purpose of repossessing them and subsequently selling them and all costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Buyer.
6) The Buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness of the Goods which remain the property of the Company, but if the Buyer does so, all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company), forthwith become due and payable.
7) In the event of a Trustee in Bankruptcy, an Administrative Receiver or Administrator or Liquidator being appointed in respect of the Buyer, the Buyer shall procure that such Trustee in Bankruptcy and Administrative Receiver or Administrator or Liquidator is made fully aware of the Company’s rights of retention of title.

8) DELIVERY BY INSTALMENTS
If the order is delivery by instalments, each instalment shall be deemed to be the subject of a separate contract and the cancellation or rejection of any instalment shall not affect the remainder to the contract, except in the case of cancellation by the Company for failure on the Buyer’s part to pay for Goods and deliveries as provided in Clause 4.

9) STORAGE
1) If, for any reason, the Buyer fails or refuses to accept delivery of the Goods or any part thereof, the Company may, at its discretion, store the Goods and take reasonable steps to safeguard and preserve them until their actual delivery.
2) If the Buyer shall fail to take delivery of the Goods within twenty-eight days of notification that they are ready for delivery or having been stored, the storage facilities are no longer available, the Company shall have the right to sell, dispose of or otherwise deal with the Goods and the Buyer shall be liable to the Company for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Buyer’s failure to take delivery of the Goods or of such sale.

10) DESIGN AND SPECIFICATION
The Company reserves the right to alter the specification of any Goods without prior reference to the Buyer or to cease to supply any Goods, provided that the Goods supplied comply substantially in all other respects with the Buyer’s known requirements and such variation or substitution of reasonable equivalent materials or Goods or
finishes shall not give rise to claims against the Company.

11) SPECIAL GOODS
Orders for Goods to be specially made or obtained cannot be cancelled nor can any allowance be made for such Goods if subsequently returned. If the Goods are to be manufactures or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid by the Company in settlement of any claim for infringement of any patent, copyright, design trade mark or other industrial or intellectual propertyrights of any other person which results from the Company’s use of the Buyer’s specification.

12) FINANCIAL CONDITION
The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyer, or to suspend any further deliveries under any or every contract and if the Goods have been delivered and not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary in any of the following events:-
a) If any debt is due and payable by the Buyer to the Company, but is unpaid.
b) If the Buyer has failed to provide any letter of credit, bill of exchange or any other security required by the contract.
c) If the Buyer has failed to take delivery of any Goods in breach of its contract with the Company.
d) If the Buyer makes any voluntary arrangement with its Creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or ( being a Company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction).
e) An encumbrancer take possession or a receiver (including an Administrative Receiver) is appointed, of any of the property or assets of the Buyer.
f) The Buyer ceases, or threatens to cease, to carry on business.
g) The Company shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and, the Company shall be entitled, as a condition of resuming delivery to require prepayment of or such security as it may require for the payment of the price of any further delivery.

13) INSPECTION
Where the contract stipulates for test inspection of the Goods by or on behalf of the Buyer before delivery and upon reasonable notice, and the Buyer does not inspect or test the Goods, or if having inspected or tested the Goods at the producing works, the Buyer does not within seven days thereafter notify the Company in writing of any claim that the Goods are not in conformity with the contract, specifying the matters complained of, then the Buyer shall be conclusively deemed to have accepted the Goods as being in conformity with the Contract.

14) WARRANTY
1) Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their initial use, or twelve months from delivery, whichever is the first to expire.
2) The above Warranty is given by the Company subject to the following conditions:-
a) The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
b) The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, normal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.
c) The Company shall be under no liability under the above Warranty (or any other warranty, condition or guarantee), if the total price for the Goods has not been paid by the due date for payment.
d) The above Warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such Warranty or Guarantee as is given by the manufacturer to the Company.
3) Subject to expressly providing these conditions, and except that where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act, 1977), all warranties, conditions, or any other terms applied by statute or common law, are excluded to the fullest extent permitted by the law.
4) Any claim by the Buyer which is based on any defects in the quality or condition of the Goods, or their failure to correspond with specification, shall (whether or not delivery is refused by the Buyer), be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection), within a reasonable time after discovery of the failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
5) Where any claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification, is notified to the Company in accordance with these Conditions, the Buyer shall thereafter afford the Company a reasonable opportunity of inspecting the Goods in their allegedly defective state and the Company shall be entitled to replace the Goods (or the part in question) free of charge, or at the Company’s discretion, refund the Buyer the price of the Goods (or an apportioned part of the Goods), that the Company shall have no further liability to the Buyer.
6) Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or duty at common law, or under the expressed terms of the Contract, or any consequential loss or damage (whether the loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees, its agents or otherwise), which derive out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these conditions.
7) The Company shall not be liable to the Buyer or be deemed to be in breach of a Contract by reason of any delay in performing or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to
the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:-
a) Act of God, Explosion, Flood, Tempest, Fire or Accident.
b) War or threat of war, sabotage, insurrection, civil disturbance or requisition.
c) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
d) Import or export regulations or embargoes.
e) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party).
f) Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
g) Power failure or breakdown in machinery.
h) In the event that any of the circumstances listed above occur, the time for completion of contract shall be extended for a reasonable period.

15) SET-OFF AND COUNTERCLAIMS
The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any disputed claim of the Buyer in respect of faulty Goods or any other alleged breach of contract nor shall the Buyer be entitled to set-off against any amount payable under the contract to the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.

16)EXPORT TERMS
1) In these Conditions, “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as are in force at the date when the contract is made. Unless the context otherwise requires , any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, that if there is any conflict between the conditions of Incoterms and these conditions the latter shall prevail.
2) Where the Goods are supplied for export from the United Kingdom, the provisions of this Clause 16 shall (subject to any special terms agreed in writing between the Buyer and the Company), apply notwithstanding any other provision of these Conditions.
3) The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereof.
4) Unless it is agreed in writing between the Buyer and the Company , the Goods shall be delivered FOB to the air or seaport of shipment, and the Company shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
5) The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any defect in the Goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
6) Payments for all amounts due to the Company shall be made by irrevocable letter of credit opened by the Buyer in favour of the Company and confirmed by a Bank acceptable to the Company, or if the Company has agreed in writing on or before acceptance of the Buyer’s order, to waive this requirement, by acceptance by the Buyer and delivery to the Company of a Bill of Exchange drawn on the Buyer sixty days after sight to the order of the Company at such branch of Midland Bank in England as may be specified in
the Bill of Exchange.

17) GENERAL
1) Any notice required or permitted to be given by either party to the other under these conditions, shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
2) No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
3) If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
4) Any dispute under or in connection with these conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.

18) ENGLISH LAW
Every contract to which these Terms and Conditions shall apply shall be construed in accordance with and governed by in all respects by the Laws of England and the Company and the Buyer submit irrevocably to the non-exclusive jurisdiction of the English courts.