Terms and Conditions

W. M. IRONWORK LTD

Newton Tracey, Barnstaple, Devon, EX31 3PN, England.

(Company Registered No. 1840433)

 

Terms and Conditions of Supply (& installation).

(Revised 11th April 2018)

This document replaces and supersedes all previous versions.

 

By placing an order (written or verbal) or signing a contract with W. M. Ironwork Ltd, it is deemed irrevocably that you accept all the terms stated below without exception and agree to be bound by them in all matters concerning the order and payment thereof.

It is also accepted without exception that these terms override any clauses or terms written within/attached to any order placed, which are in contravention/contention of/with those stated below.

(Unless accepted/agreed in writing and signed by a Director or Senior Manager of W. M Ironwork Ltd)

 

  1. PRICE
    1. The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of invoicing.
    2. Our quotation lapses after 30 days (unless otherwise agreed) – this time may be reduced at times of high raw material price increases
    3. The price quoted excludes delivery (unless otherwise stated).
    4. Unless otherwise stated, the price quoted will be the price charged (see 1.6)
    5. Rates of tax and duties on the goods will be those applying at the time of delivery – if you would like us to invoice, supply, deliver and fix equipment for new build @ 0% VAT, this must be stated on your order, we will then at our discretion agree or otherwise to your request.

[Note:  Zero VAT or reduced VAT rate must be agreed at time of order and we reserve the right not to refund any VAT charged and paid, due to not being notified/agreed at time of order]

    1. If goods ordered, at price quoted, but delivery is delayed at your request for whatever reason, we reserve the option to re-price and charge additional monies for the equipment; we will inform you of the new price before doing so.
  1. DELIVERY
    1. All delivery times quoted are estimates only.
    2. If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract however:
      1.   You may not cancel if we receive your notice after the goods have been despatched: and
      2.   If you cancel the contract, you can have no further claim against us under that contract.
    3. If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of goods).
    4. We may deliver the goods-in instalments. Each instalment is treated as a separate contract.
  2. DELIVERY AND SAFETY
    1. We may decline to deliver if:
      1. We believe that it would be unsafe, unlawful or unreasonably difficult to do so: or
      2. The premises (or access to them) are unsuitable for our vehicle.
      3. We will deliver on flat bed Lorries and it will be your responsibility to provide unloading facilities unless otherwise agreed in writing.

 

  1.  PAYMENT TERMS
    1. You are to pay us in cash on delivery or otherwise cleared funds, unless you have an approved credit account.
    2. If you have an approved business credit account payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
    3. If you fail to pay us in full on the due date:
      1. We may suspend or cancel future deliveries;
      2. We may cancel any discount offered to you;
      3. You must pay us interest at the rate equivalent to that set for the purposes of Late Payment of commercial Debts(Interest) Act 1998:
        1. Calculated (on a daily basis) from the date of our invoice until payment;
        2. Compounded on the first day of each calendar month; and
        3. Before any judgement (unless the court orders otherwise).

4.4  If you have an approved credit account, we may withdraw it or reduce your credit limit or bring    

       forward your due date for payment. We may do any of those at any time without notice.

4.5  You do not have the right to set off any money you may claim from us against anything you may owe

        us.

4.6  While you owe money to us, we have a lien on any of your property in our possession.

4.7  You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur

       (directly or indirectly and including legal costs on a full indemnity basis) following any breach by you

       of any of your obligations under these terms.

4.8  Any monies withheld from initial payment to cover retentions must be paid in full within 12 months

       of the invoice date, retention amounts will only be allowed if clearly stated that they will be required   

       at the time of quotation/estimate, we will not accept retention clauses which are not advised before

       that time.

  1. TITLE
    1. Until you pay ALL debts you may owe us:
      1.  All goods supplied by us remain our property;
      2.  You must store them so that they are clearly identifiable as our property;
      3.  You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
      4.  You may use those goods and sell them in the ordinary course of your business, but not if:
        1. We revoke that right (by informing you in writing): or
        2. You become insolvent.
    2. You must inform us (in writing) immediately if you become insolvent.
    3. If your right to use and sell the goods ends you must allow us to remove the goods.
    4. We have your permission to enter any premises where the goods may be stored:
      1.  At any time, to inspect them; and
      2.  After your right to use and sell them has ended, to remove them, using reasonable force if necessary.
    5. Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of the goods supplied should you not pay us by the due date.
    6. You are not our agent. You have no authority to make any contract on our behalf or in our name.
  2. RISK
    1. The goods are at your risk from the time of delivery.
    2. Delivery takes place either:
      1.      At our premises (if you are collecting them or arranging carriage); or
      2.      At your premises (if we are arranging carriage).
    3. You must inspect the goods on delivery. If any goods are damaged; defective in material or workmanship, or not delivered, you must notify us (in writing) within five days of delivery (or expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
    4. All goods should be inspected prior to any fabrication. We reserve the right to inspect/replace any deficient material. Within a reasonable period, prior to any remedial work being carried out by any party other than ourselves. We will not accept liability if these terms are not adhered too.
    5. All liability and responsibility for design and fitness of purpose for and equipment manufactured will be the responsibility of the customer, where appropriate, drawings will be submitted before manufacture for approval – approval must be given or otherwise within a reasonable time – if we are delayed in manufacture, due to delay in response, we retain the right to charge additional monies for any additional costs incurred.
  3. WARRANTIES
    1. We warrant that the goods:
      1.      Comply with their description on our delivery note; and
      2.      Are free from material defect at the time of delivery (as long as you comply with clause 6.3)
    2. We give no other warranty (and exclude any warranty, terms or conditions that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
    3. If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 6.3) in full, we will (at our option) replace the goods or refund the price paid.
    4. We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use even if we are negligent.
    5. Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds,
    6. For all other liabilities not referred to elsewhere in these terms our liability is limited to the price of the goods
    7. Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
  4. SPECIFICATION
    1. If we prepare the goods in accordance with your specifications or instructions you must ensure that the specifications or instructions are accurate. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for purpose for which you intend to use them.
    2. Finish/Coatings:
      1.  Any goods supplied will be in accordance with the finish stated on our quotation, this should be checked against your requirements before any order is placed, the finish will be in accordance with one of the following:
        1. Self Colour:  this will be taken as meaning that the materials will be supplied  

         untreated, which could mean due to its inherent characteristics, anything from an 

                                            ‘oiled’ surface through to rusting (light to heavy) and will continue to deteriorate

unless some form of coating is applied in accordance with the manufacturer’s directions.

        1. Painted: this will be taken as meaning a primer paint is applied at the factory

before the goods are delivered, this is only a temporary finish and will need to have top/finishing coats applied by the client.

                8.2.1.2.1               If required orders placed can be top coated to specification.

This being subject to agreement at time of quotation request, price for specific finishes/colours to be agreed before final price submitted/accepted. If required finish/colour changes after order placed, we reserve the right to submit revised costing which will need to be agreed in writing before revised finish will be applied. If primers/paints have been purchased by us prior to changes being requested, we reserve the option to charge for these even if not used on the product.

8.2.1.2.2               Due to the nature of goods some scratching/damage may occur during delivery/erection of the goods, these can be touched up by using the correct paint, colour matching will be as close as possible, but may differ slightly to the original colour due to batching of paint manufacturing and  tolerances. It will be accepted that this may occur and the companies accepts no liability for this.

        1. Shot Blast/Painted: this will be taken as meaning the main steelwork will be shot

blasted and primed by our suppliers before delivery to our factory, any follow on welds and attached plates etc. will be primer painted after manufacture, primer painting is only to be considered as a temporary covering and will need finishing by client on site.

8.2.1.3.1               Colouration between the paint colour used by the steel supplier and the companies paint shop may vary.

        1. Powder Coat: this will be taken as meaning that either Self Colour steel or

Galvanized steel will be fully prepared to the highest standard before powder applied and then cooked in oven to enable full coating process to be realised. The finish colour is to be specified by means of RAL or BS reference at time of quoting and confirmed by client when order placed. Any scratches/damage occurring during transport/installation can be touched up using appropriate coloured powder coating touch up spray.

        1. Galvanized:  this will be taken as meaning that fabricated items will be Hot Dip     

Galvanized to BS EN ISO 1461:2009 under the control of ISO 9001. Intrinsically galvanizing means that fabricated items need to be vented at all joints and any ‘trap’ areas to allow air to vent when item entering Galvanizing bath and to allow excess Zinc to drain when item being removed from bath, this means that items will be seen to have possibly many holes of varying sizes in the finished product, this is unavoidable part of the process to ensure safety of the plant operatives. If ventilation is not correct this can allow a build-up of air/gases within the structure during the process which will lead to explosion (with the effect of throwing tonnes of molten Zinc from the bath – endangering anyone within the vicinity).

The finish of Galvanised products can vary in look from an almost mirror like finish to a dull grey finish dependant on the composition of both the steel used and the zinc/additive ratios at the time of dipping. Over time whatever the initial finish galvanised steel will dull to a patanized finish which will give long term protection.

8.2.1.5.1               Damaged areas can be touched up with a Zinc-Rich spray being which is fully acceptable under British Standard

        1. W. M. Ironwork Ltd will not accept any liability for damage incurred after delivery of

goods, any damage/faults to the finish of the product prior to or during delivery should be noted on the delivery note or must be reported in writing within three working days of receipt of goods.

Any goods collected from our premises are to be inspected at the time of collection and no liability will be accepted thereafter.

 

  1. RETURN OF GOODS
    1. We will accept the return of goods from you only:
      1.  By prior arrangement (confirmed in writing)
      2. On payment of agreed handling charge (unless the goods were defective when delivered); and
      3.  Where the goods are as fit for sale on their return as they were delivered.
      4.  We will not under any circumstances accept return of any goods which are not standard i.e. made to your specific requirements.
  2. EXPORT TERMS

10.1. Clause 10 of these terms applies to exports except where inconsistent with any written agreement  

          between us.

10.2. Where we export goods to you (from the United Kingdom) the ‘Incoterms’ of the International      

          Chamber of Commerce (in force at the time the contract is made) apply.

10.3. The ‘Incoterms’ are treated as amended by these terms (read as a whole) to the/extent that they

          are inconsistent with them.

10.4. You are responsible for complying with any legislation or regulations governing the importation of

          goods into the country of destination and for the payment of any duties due.

10.5. Where we are to send the goods to you by a route including sea transport we are under no

          obligation to give notice under 32(3) Sale of Goods Act 1979.

10.6. You are responsible for arranging the testing and inspection of the goods at our premises before

          shipment except where otherwise agreed.      

           We are not liable for any defect in the goods which would be apparent on inspection unless a claim 

          is made before shipment.         

          We are not liable for any damage during transit.

10.7. Payment of all amounts due to us shall be made as stipulated by us, unless otherwise agreed in 

          writing.

10.8. We shall have no liability for death or personal injury arising from the use of the goods where the

          goods are delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair

   Contract Terms Act 1977).        

  1.  CANCELLATION

11.1 If the order is cancelled (for any reason) you-are then to pay us for all stock (finished or unfinished)

  that we may then hold (or to which we are committed) for the order.

11.2. We may suspend or cancel the order, by written notice if:

           11.2.1. You fail to pay us any money when due (under the order or otherwise);

           11.2.2. You become insolvent;

           11.2.3. You fail to honour your obligations under these terms

11.3. You may not cancel the order unless we agree in writing (and clause 2.2.2 and 11.1. then apply).

12. SUPPLY AND FIX CONTRACTS

            12.1. We reserve the right (and option) to enter any premises to recover any equipment which has

                      been supplied and fitted as part of the contract but the debt has not been paid.

                12.1.1. We have the irrevocable right to remove any equipment or part thereof which can be

                 removed without damage to any property (this may include panels between fixed posts,

 beams between fixed uprights etc. which can be removed by unbolting etc).

12.1.2. Any remaining equipment which cannot be removed by this means will remain within the debt that is owed to the company.

12.1.3. This right/option applies even if the equipment is installed in/on any third parties premises, (and monies paid to you for the equipment). You must inform them of this clause when signing an order/contract with them.

12.1.4. If equipment is removed and the debt is subsequently settled, we will re-install the equipment if requested (additional pro-forma costs will be charged and will need to be paid before re-install takes place).

12.1.5. If by reclaiming the equipment any site is deemed unsafe, the consequences and responsibility is yours (the client) to ameliorate, and we will not/cannot be held responsible or liable in any way for any consequences of recovery.

13.  WAIVER AND VARIATION

        13.1. Any waiver or variation of these terms is binding in honour only unless:

                                13.1.1. Made (or recorded) in writing;

                                13.1.2. Signed on behalf of each party: and

                                13.1.3. Expressly stating an intention to vary these terms.

           13.2. All orders that you place with us will be on these terms (or any that we may issue to replace

                     them). By placing an order with us, you are expressly waiving any printed terms you may have to

       the extent that they are inconsistent with our terms .

14. FORCE MAJEURE

    14.1. Suppose we are unable to perform our obligations to you (or able to perform them only at

              unreasonable cost) because of circumstances beyond our control. We may then cancel or

              suspend any of our obligations to you, without liability.

    14.2. Examples of those circumstances include act of God, accident, explosion, fire, transport delays,

              strikes and other industrial disputes and difficulty in obtaining supplies.                                          

15. GENERAL

           15.1. English law is applicable to any contract made under these terms. The English and Welsh courts

                     have non-exclusive jurisdiction.

           15.2. If you are more than one person. Each of you has joint and several obligations under these

                     terms.

           15.3. If any of these terms are unenforceable as drafted:

                                14.3.1. It will not affect the enforceability of any other of these terms; and

                                14.3.2. If it would be enforceable if amended, it will be treated as so amended.

           15.4. We may treat you as insolvent if:

                                15.4.1. You are unable to pay your debts as they fall due; or

                                15.4.2. You (or any item of your property) become the subject of:

15.4.2.1. Any formal insolvency procedure (examples of which include receivership,   

                 liquidation, administration, voluntary arrangements {including a moratorium} or 

                 bankruptcy).

15.4.2.2. Any application or proposal for any formal insolvency procedure; or

15.4.2.3. Any application, procedure or proposal overseas with similar effect or purpose.

           15.5. All brochures, catalogues and other promotional materials are to be treated as illustrative only.

                     Their contents form no part of any contract with us.

           15.6. Any notice by either of us which is served under these terms may be served by leaving it at or by

                     delivering it to (by first class post or by fax) the other’s registered  office or principal pace of

                     business. All such notices must be signed.

           15.7. No contract will create any right enforceable (by virtue of the contracts [Rights of Third Parties]

                     Act 1999) by any person not identified as the buyer or seller.

           15.8. The only statements upon which you may rely in making the contract with us, are those made in

                       writing by someone who is (or whom you reasonably believe to be) our authorised

       representative and either:

15.8.1. Contained in our estimate (or covering letter) and not withdrawn before the contract is made; or

                15.8.2. Which expressly state that you may rely on them when entering into the contract.

            15.9. Nothing in these terms affects, or limits, our liability for fraudulent misrepresentation.

16. DATA PROTECTION

16.1.      By requesting a quotation from us or placing an order with W. M. Ironwork Ltd, implied permission (in perpetuity) is taken that any data acquired during the process about you or your company inc. Name, Address, Phone Number, financial information, etc. can be held by W. M. Ironwork Ltd and used to service the quotations, orders or contracts, including but not restricted to credit checks, promotions, sales calls/information (either by E-mail, Post or phone).

16.2        Any information held will not be passed to any other company, unless required for pricing, delivery, credit checking purposes or promotional purposes or as/if requested by any statutory body for legal purposes.

16.3        You can opt out of receiving promotional/sales information by either E-mail, phone or post at any time. Please e-mail enquiries@wmi.uk.com stating your preferences.

16.4        Full details of our GDPR policy can be supplied on written request.

 

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Following an initial order being placed and supplied under the terms stated within these Terms and Conditions of Supply (& Installation) it is accepted by all parties that the same terms will be applied and accepted for any subsequent order/s placed.

This will include acceptance of any changes/revisions to these T & C of S (&I) which may subsequently be made/issued.

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My Documents/TERMS/terms&conditions07.07.2008.docx

Revised: 23.11.2010, 17.03.2017, 14.07.2017, 11.04.2018