The buyer's attention is in particular drawn to the provisions of condition 12.4.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Specialised Welding Products Limited (company number: 02573967) whose registered
office is at Unit 1, Farringdon Industrial Estate, Farringdon, Alton, Hampshire GU34 3DD.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,
incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any
part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account
of any amendment, extension, application or re-enactment and includes any subordinate legislation
for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the
exclusion of all other terms and conditions (including any terms or conditions which the Buyer
purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order,
confirmation of order, specification or other document shall form part of the Contract simply as a
result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company's sales and any variation to these conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and signed
by Jeremy Packer of the Company. The Buyer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Company which is not set out in the
Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed
to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods
to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company
despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30
days only from its date, provided that the Company has not previously withdrawn it and unless
3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or
acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company
and any descriptions or illustrations contained in the Company's catalogues or brochures are issued
or published for the sole purpose of giving an approximate idea of the Goods described in them.
They shall not form part of the Contract and this is not a sale by sample.
4.1 Delivery of the Goods shall take place at the Company's place of business, or if some other place for
delivery is agreed in writing by the Company, by the Company delivering the Goods to that place.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and
time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery
shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct,
indirect or consequential loss (all three of which terms include, without limitation, pure economic
loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages,
charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if
caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind
the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for
delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided
appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all
related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate
equipment and manual labour for loading the Goods.
4.6 If the Company delivers to the Buyer a quantity of Goods of up to 20% more or less than the quantity
accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of
them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate
contract and failure by the Company to deliver any one or more instalments in accordance with
these conditions or any claim by the Buyer in respect of any one or more instalments shall not
entitle the Buyer to treat the Contract as a whole as repudiated.
Terms & Conditions
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the
Company's place of business shall be conclusive evidence of the quantity received by the Buyer on
delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's
negligence) unless the Buyer gives written notice to the Company of the non-delivery within [five]
days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods
within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice
raised for such Goods.
6. SALE AND RETURNS POLICY
6.1 The Company will accept Goods for return if they have been wrongly or over ordered provided that
(a) are normal stock items and have not been manufactured or obtained to the Buyer's
(b) are returned to the Company in an 'as new' condition, in their original packaging and do not
have any tags or labels attached;
(c) have been supplied by the Company within the last three months; and
(d) are returned to the Company at the Buyer's cost [within five days of the date of delivery].
6.2 Claims for wrong, faulty or damaged Goods must be made within five days of the date of despatch
by the Company. Any claim for loss or damage of Goods in transit cannot be considered for Goods
which have been signed for at the time of delivery as having been received in good condition and
as being complete.
7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash
or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or
any third party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf
for their full price against all risks to the reasonable satisfaction of the Company. On request
the Buyer shall produce the policy of insurance to the Company.
7.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value;
(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the
Buyer shall deal as principal when making such a sale.
7.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition
with his creditors, or otherwise takes the benefit of any statutory provision for the time being
in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting
of creditors (whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative receiver
appointed of its undertaking or any part thereof, or documents are filed with the court for the
appointment of an administrator of the Buyer or notice of intention to appoint an administrator
is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a
petition presented to any court for the winding-up of the Buyer or for the granting of an
administration order in respect of the Buyer, or any proceedings are commenced relating to
the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its
property or obtained against him/it, or fails to observe or perform any of his/its obligations
under the Contract or any other contract between the Company and the Buyer, or is unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases
to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of
any of the Goods has not passed from the Company.
7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter
any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's
right to possession has terminated, to recover them.
7.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the
Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the
kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
7.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights
contained in this condition 7 shall remain in effect.
8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set
out in the Company's price list published on the date of delivery or deemed delivery and which can
be obtained from the Company's sales department.
8.2 The Company reserves the right to alter prices without prior notice.
8.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation
to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay
in addition when it is due to pay for the Goods.