These conditions shall be incorporated in and form part of every contract for the sale by H K WENTWORTH LIMITED (hereinafter called the “Seller”) of any materials, machines, or other goods (hereinafter called the “Goods”) which shall be the subject of the contract between the seller and the persons, company or other organisation (hereinafter called the “Buyer”) purchasing the goods.

1. Quotations
   Quotations by the Seller are not sales offers but invitations to treat only. All information in, and relating to, the quotations shall be confidential and shall not be passed without the permission of the Seller to any third party. The Seller shall be free to accept or refuse an order for any reason whatsoever.
2. Acceptance of Order
1. Save as otherwise agreed in writing all orders are accepted by the Seller subject to these Conditions of Sale which override any other terms and conditions stipulated or incorporated or referred to by the Buyer, whether in the order, or in any negotiations, so that these Conditions of Sale are the only terms or conditions upon which the Seller sells or supplies the Goods. The contract for the sale of the Goods between the Seller and the Buyer shall be deemed to have been made when the Seller sends or otherwise communicates to the Buyer its acceptance of the Buyer’s order and the Goods relative to such Contract shall be those stated in such acceptance. Contracts for delivery by installments shall be deemed to be indivisible
2. Unless otherwise agreed there shall be a minimum order value.
3. The Buyer is responsible on all orders to pay a charge to cover the cost of packaging and delivery.
3. Prices
   The Seller may at any such time before delivery increase the price of the Goods by notice to the Buyer. In such an event the Buyer may on receipt of such notice cancel the order for the Goods, but if the delivery of the Goods is to be made by installments the Buyer shall be entitled to cancel only the undelivered portion of the order. No other remedy shall be available to the Buyer in respect of such variation in price. If the Buyer shall not make any such cancellation the increased price shall apply to the contract as regards those of the Goods not already delivered when the increase is made.
4. Payments
1. Payment is required in full at time of order to include the cost of goods, packaging and delivery.
2. No goods will be despatched nor special orders manufactured until after receipt of cleared funds to the full invoice value including packaging and delivery.
5. Delivery/Despatch
   Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:

1. Property and Risk:
   Upon despatch, the Goods shall be at the Buyer’s risk.
2. Date of Despatch
   All despatch dates are estimates only. The Seller shall not be liable for failure to despatch by such dates or for any damage or loss arising directly or indirectly out of delay in despatch, nor shall the Buyer be entitled to refuse to accept the Goods because of late despatch.
5. Quantities
   The Seller shall be entitled to despatch Goods in a single consignment or by instalments as it sees fit. The Buyer shall not be entitled to reject any consignment of Goods supplied by the Seller on the grounds that the quantity supplied is below the quantity ordered. The Buyer shall notify the Seller of the shortage within 48 hours of receipt. The Seller shall be responsible for supplying the balance of the Goods required to bring the aggregate to the quantity ordered, or for giving the Buyer credit for the Goods invoiced but not despatched. For the purposes of this condition each consignment constitutes a separate contract. All weights and volumes are ascertained at the time of filling of the containers and all invoices are calculated thereon. The Buyer shall pay to the Seller in full the amount payable under the invoice for each consignment notwithstanding any rights which the Buyer may claim to have against the Seller in respect of any other consignment or under any other contract between the Seller and the Buyer.
6. Shortages/Damages Lost in Transit
1. In respect of products manufactured to order (i.e. not held as stock items), unless otherwise agreed in writing between the Seller and the Buyer, the Seller may deliver against any such order in excess and/or deficiency up to 10 per cent of weight and volume ordered without any liability whatsoever to the Buyer, save that the price shall be adjusted accordingly.
2. The Buyer shall inspect the Goods immediately upon delivery and shall within 48 hours of such delivery (time being of the essence) give notice in writing to the Seller of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the Contract. Any delivery book or note marked “not examined” will not be accepted by the Seller for the purposes of this sub-paragraph.
3. If the Buyer shall fail to give such proper notice as is required hereunder then the Goods shall be deemed in all respects to be in accordance with the contract and the Buyer shall be deemed to have accepted the Goods
4. The Goods in respect of which the Buyer makes any claims hereunder shall be preserved intact, as delivered, for a period of twenty one days from negotiation of the claim within which time the Seller or its agents shall have the right to attend at the Buyer’s premises to investigate the complaint. Any breach of this condition shall disentitle the Buyer to any allowance in respect of his claim.
5. Goods represented by the Buyer to be defective or not conforming to the contract shall, if authorised by the Seller, be returned and in the Seller’s absolute discretion shall either be replaced or be credited. Where the seller authorises return of the goods they must be returned within 14 days of authorisation otherwise the seller is entitled to repudiate the claim by the buyer. The Buyer shall not be entitled, where the Goods are to be delivered by instalments, to cancel any undelivered balance of the order without prior written consent of the Seller.
7. Warranty and Limitation of Liability
1. The Seller warrants that the Goods are of merchantable quality and unless otherwise agreed are produced at the tolerance specified in the Seller’s official literature in respect thereof. Save as aforesaid, all other conditions, guarantee or warranties whether expressed or implied by statute, common law, or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality fitness for purpose or description of the Goods or their life or wear or use under any conditions whether known to the Seller or not are hereby excluded.
2. Whilst the utmost care is taken to ensure the accuracy of any information data, and advice, furnished to the Buyer, such information and data shall not (subject as provided in paragraph (I) above) be deemed to form part of the contract for the sale of the Goods and the Buyer shall at the time the contract is made be deemed to have carried out its own investigation and tests on the Goods.
3. The Seller’s liability for any and all direct loss or damage resulting to the Buyer from defective Goods or from any other cause whatsoever shall be limited to the purchase price of the Goods in respect of or in relation to which such loss or damage is claimed unless the Seller shall have replaced such defective goods with goods conforming in all respects with the contract in which event the Seller shall be under no further liability to the Buyer. Subject as aforesaid the Seller shall be under no liability in contract or in tort for any injuries, losses, expenses or damage direct or indirect and in particular but without prejudice to the generality of the foregoing, any consequential loss, in each case arising out of or consequent upon or attributable to the contract for the sale of the Goods or the supply or use of the Goods and/or any containers and/or packages or the Buyer or any third party having made use of or adopted in whole or in any part information or data or advice given by or on behalf of the Seller in relation to the Goods or their use.
4. The foregoing paragraphs 8(I) to 8(iii) inclusive shall apply save that if any Act of Parliament or other statutory provisions for the time being in force shall avoid or make unenforceable any of the provisions thereof such paragraphs shall be deemed to apply with the exclusion of those provisions thereof which shall be void or unenforceable as aforesaid.
8. Cancellation of Orders
   Subject as herein provided, order for Goods may not be cancelled or suspended without the Seller’s written consent. Any cancellation or suspension of an order is acceptable only on the express condition that the Seller shall be indemnified against any loss incurred wholly or in part by the cancellation or suspension.
9. Sub-Contracting
   The Seller shall be entitled to sub-contract all or any of their obligations out of any quotation or order made in consequence thereof.
10. Force Majeure
    The Seller shall be entitled by written notice to the Buyer to cancel any contract should the Seller be hindered or prevented by force majeure, traffic upsets or any other cause reasonably beyond its control from performing the same. In particular the Seller shall be entitled to effect such cancellation if it is by reasonable endeavours unable to obtain the necessary licences, consents or authorities for the exportation or importation of goods, parts or materials originating outside the United Kingdom or for the payment for such parts or materials.
11. Indemnity
    The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims, and demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.
12. Default
    If the Buyer shall commit any breach of these Conditions then and in any such event the seller shall without prejudice to any other rights and remedies it might have and without any liability whatsoever, be at liberty forthwith by notice in writing to the Buyer to cancel all orders and contracts or any part thereof remaining unfulfilled between the Seller and the Buyer for the delivery of the Goods.
13. Patents and Trade Marks
    No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters, patents, trade marks, registered designs, copyright or other industrial rights and in this respect the Buyer shall accept such title to the Goods as the Seller has.
14. Assignability
    The contract of which these Conditions form part is personal to the Buyer who shall not assign the benefit thereof without the Seller’s written consent.
15. Arbitration and Proper Law
    The construction, validity and performance of this contract shall be governed by the Laws of England. Any disputes arising out of the contract shall be referred to arbitration in England and in accordance with the provision of the Arbitration Act of 1975 or any statutory modifications thereof for the time being in force.
16. Packaging and Free Issued Materials
    For packaging of formulated systems produced by other manufacturers liability can only be accepted for defects directly attributable to the packaging operations. The technical composition and quality of the contents is beyond the control of the Seller and any defects in such areas must be pursued with the original manufacturer of the formulated product. No liability will be accepted by the Seller for any such defects of whatever nature.