WILMS (UK) Ltd.
CONDITIONS OF SALE

1. DEFINITIONS AND INTERPRETATION
1.1. In these conditions
"Goods" means the goods (including any instalment of the goods or any parts of them) which we are to supply in accordance with these conditions.

"Price" means the price for the Goods excluding carriage packing insurance and VAT.

"we" "us" and "our" means Wilms (UK) Limited (registered in England under number 3773552).

"you" and "your" means the person firm or company who accepts a quotation from us for the sale of the Goods or whose order for the Goods is accepted by us.

1.2. The headings in these conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF SALE
2.1. We shall sell and you shall purchase the Goods in accordance with any written quotation from us which you accept or any order from you which we accept subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by you.

2.2. No variation to these conditions shall be binding unless agreed in writing between our and your authorised representative.

2.3. Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into the contract you acknowledge that you do not rely on and waive any claim for breach of any such representations which have not been confirmed by us in writing.

3. ORDERS
3.1. The quantity quality and description of the Goods shall be those set out in our quotation (if accepted by you) or your order (if accepted by us).

3.2. You cannot cancel any order which has been accepted by us except with our agreement in writing and on terms that you shall indemnify us in full against all losses (including loss of profit) and damages charges and expenses incurred by us as a result of cancellation. If you cancel or refuse to take delivery of part of an order you will still be required to pay for the entire order.

3.3 We reserve the right to make changes to the specifications of Goods without prior notice and without incurring any obligations to you.

4. PRICE
4.1. We reserve the right by giving notice to you at any time after you have placed an order with us but before delivery to withdraw the Price stated or to increase the Price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control. Prices are subject to correction for any typographical or clerical errors.

4.2. Except as otherwise staled under the terms of any quotation or the current price list on the date you place your order and unless otherwise agreed in writing between us and you all prices exclude all duties taxes (including Value Added Tax) and charges and transportation costs and any such charge shall be payable by you. If we are required to pay such charges we can recover them from you as part of the Price and the Price shall be increased accordingly.

4.3. Where we agree to payment of the Price in the form of bills of exchange acceptances or other negotiable securities or similar arrangements you shall indemnify us in respect of any duties fees taxes levies discounts losses or other charges in connection therewith.

5. PAYMENT
5.1. We are entitled to invoice you for the Price of the Goods on or at any time after despatch of the Goods from us to you unless the Goods are to be collected by you or you wrongfully fail take delivery of the Goods in which event we shall be entitled to invoice you for the Price at any time after we have notified you that the Goods are ready for collection or (as the case maybe) we have tendered delivery of the Goods.

5.2. You shall pay The Price of the Goods by the end of the calendar month following the month in which our invoice to you is dated notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you. The time for payment of the Price shall be of the essence of the contract. If you require an order number to be quoted for your records you must ensure that you provide this to us in writing when placing the order Receipt for payment will be issued only upon request.

5.3. If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to

5.3.1. cancel the Contract or suspend any further deliveries to you.

5.3.2. charge you interest (both before and after any Judgment) on the amount unpaid at the rate specified in The Late Payment of Commercial Debts (Interest) Act 1998 from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest) and

5.3.3. exercise our statutory right to claim compensation for debt recovery costs under the late payment legislation and/or charge you all costs for recovering monies due to us.

6. RISK AND PROPERTY
6.1. Risk of damage to or loss of the Goods shall pass to you

6.1.1. on delivery to the premises to which delivery is to be made as specified in our quotation to you or your order to us unless you have notified us in writing that you have effected your own goods in transit insurance in which case risk will pass upon despatch or

6.1.2. on collection of the Goods by you whichever occurs first.

6.2. The ownership of the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the Price of the Goods and all other Goods to be sold by us to you for which payment is then due.

6.3. Until such time as the property in the Goods passes to you shall hold the Goods as our fiduciary agent and bailee and shall keep the Goods separate from your own and those of third parties and properly store protect insure and identify them as our property.

6.4. Until such time as the property in the Goods passes to you (and provided the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith to enter upon any premises of yours or any third party where the Goods are stored and repossess the Goods.

7. CLAIMS FOR DEFECTS DAMAGE LOSS OR NON DELIVERY
7.1. You shall inspect the Goods within seven days of date on which the Goods are delivered to the address to which we are instructed to make delivery or within fourteen days from the date of the invoice for the Goods (whichever is the sooner) of which time shall be of the essence and shall notify us in writing within such period of any alleged defects shortage in quantity damage or failure to comply with description or sample .If you fail to comply with these provisions you will be deemed to have accepted The Goods.

7.2. You must notify us of any non-delivery of a whole consignment within seven days of the date on which the Goods are to be delivered to the address to which we are instructed to make delivery or within fourteen days from the date of the invoice for the Goods (whichever is the sooner) of which time shall be of the essence. Notwithstanding the receipt by us of any such notice the clear signature on a carrier’s delivery advice sheet will be deemed to signify receipt of the quantity of cartons indicated on the advice sheet.

7.3. If the Goods are not in accordance with the contract for any reason your sole remedy shall be limited to us making good any shortage or us replacing such Goods or at our discretion refunding a proportionate part of the Price. Where you have notified us of a defective part due to faulty material or workmanship within six months of delivery any new parts supplied to you will be entitled to the benefit of the balance of the six month warranty. Where more than six months has elapsed since the Goods were delivered to you if at our discretion we replace the Goods you will be charged 15% or the original purchase price unless otherwise agreed between us in writing.

7.4. Our liability to you whether for any breach of contract or otherwise shall not in any event exceed 125% of the Price and we shall in no circumstances have any liability for any direct loss and/or expense or indirect loss and/or expenses suffered by you (non-exhaustive illustrations being loss of profit business contracts revenues or anticipated savings) or any liability you may incur to third parties or any other special or consequential damage you incur of any nature whatsoever. In no circumstances will we have any liability to you for the incorrect functioning of Goods or parts which have been manufactured in accordance with drawings or designs supplied by you.

7.5. We shall not be under any liability for any failure to perform any of our obligations under this contract due to force majeure which means fire explosions flood lightning act of God act of terrorism war rebellion riot sabotage or official strike or similar official labour dispute or events or circumstances outside our reasonable control ("Force Majeure") We shall be allowed a reasonable extension of time for the performance of our obligations under the contract following notification to you of a Force Majeure event.

7.6. All warranties and conditions whether implied by salute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury or for breach of the applicable warranties as to title and quiet possession implied into this contract by Section 12(3) of The Sale of Goods Act 1979 or Section 2(3) of The Supply of Goods and Services Act 1982 whichever Act applies to this contract caused by our negligence or affect your statutory rights if you are dealing with us as a consumer.

8. TERMINATION AND SUSPENSION
8.1. Where
8.1.1. you make any voluntary arrangement with your creditors or become subject to an Administration Order or if you are an individual or a firm you become bankrupt or if you are a company you go into liquation (otherwise than for the purposes of amalgamation or reconstruction) or

8.1.2. an encumbrancer takes possession or a receiver is appointed of any of your property or assets or

8.1.3. you cease or threaten to cease to carry on business or

8.1.4. we reasonably believe that any of the events mentioned above are about to occur in relation to you and notify you accordingly then without prejudice to any other right or remedy available to us we shall be entitled to cancel this contract or suspend any further deliveries under this contract without any liability to you and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. WARRANTY AND RETURNS
9.1. Unless otherwise stated, We guarantee to you that Our Goods will be free from defects for 12 months from the date of delivery.

9.2. We do not give warranty guarantee protection for:
- Damage caused by incorrect installation, use or modifications.
- Damage caused by any party (except Us) or other external force.

9.3. You should inspect all Goods on delivery for defects and notify us in writing within seven (7) days. We must issue a written approval for all returns prior to the Goods being returned to Us. We will only replace under warranty, Goods that have been inspected by Us after being returned at Your cost with satisfactory proof of delivery.

9.4. Goods (Entire machines) must be returned in their original packaging, else the warranty/refund service will not be carried out. Component parts must be returned in suitable packaging at Your cost, with proof of posting. Warranty covers components that cannot be user serviced only. Wear and tear on serviceable components is not covered by Warranty and in this situation, spare/replacement components should be purchased from Us.

9.5. We may issue a handling charge for returned Goods that is equal to 30% of the invoice price of each returned item. Original carriage is non-refundable. All warranty issues are subject to Our inspection.

10. GENERAL
10.1. Any notice required or permitted to be given by any party to the other under these conditions shall be in writing addressed to the 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 notice.

10.2. No waiver by us of any breach of this contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validly of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

10.4. You shall not assign the benefit of this contract without our prior written consent.

10.5. This contract shall be governed by and construed in accordance the law of England, Wales and Ireland and each party agrees to submit to the exclusive jurisdiction of the courts of England, Wales and Ireland.