1. Application

• These conditions shall govern and form part of every contract for the sale of goods or services (“the Products”) by Walfins Limited (“the Company”). The Customer which expression shall mean any buyer or potential buyer of the Company’s Products and also any person, firm, body of Company at whose request and/or whose behalf the Company undertakes any business or provides advice, information or services (“the Customer”).
• Where such Customer acts or purports to act as agent he shall nevertheless be responsible to the Company in accordance with these conditions for any liability arising in respect of such business information or service jointly and severally with his principal.
• Any variation in these terms must be in writing and signed by the Company to any Customer and no employee or agent of the Company has authority to vary these conditions. Any variation in these conditions in any document of the Customer is inapplicable unless accepted in writing by a director of the Company.
• Any typographical, clerical or other error or omission in any website, or sales literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
• Notwithstanding anything to the contrary in the Customers standard terms of purchase these conditions shall apply except insofar as the Company shall expressly agree in writing otherwise.

2. Delivery

• Any time or date for delivery specified by the Company is an estimate only and the Company shall not be liable for the consequences of any delay whatsoever including the act of neglect or default of the Company, its agents or employees.
• No delay for whatsoever reason shall entitle the Customer to reject any delivery or any further instalment or part of any order or other contract or order from the Customer to the Company or to repudiate any such order or contract.
• Notwithstanding that title has not passed, the risk in the Products shall pass to the Customer upon delivery of the Products to the Customer, their agent or employees. In respect or Products collected from the Company by the Customer, their agent or employees all risks shall pass at the time of collection.
• The Customer shall be obliged to report in writing within three days of delivery of the product any loss or damage occurring to the product during delivery. To the extent that any loss or damage is apparent at the time of delivery the Customer is also obliged to give details of the loss or damage on the carrier’s delivery sheet. In the event of non-delivery of the Products the Customer shall notify the Company in writing within fourteen days from the date of the relevant invoice.
• If the Customer fails to adhere to its obligations in (iv) above the Company shall not be responsible for any partial of total loss or damage or non-delivery of the Products.
• In the event of short delivery the Company’s liability shall be limited to making-up the delivery or allowing a credit in respect thereof.

3. Payment

• Prices quoted are net unless stated on the invoice to the contrary.
• All payments are due on invoice unless stated on the invoice to the contrary in which case payments are due by the date shown.
• The Company reserves the right to charge interest at base rate + 2.5% per month or part thereof on any balance left unpaid after the due date.
• Failure of the Customer to comply with any provision hereof or to make payment in accordance with these conditions shall entitle the Company at its option to suspend any or all further supplies to the Customer or without prejudice to any other rights it may have to terminate this agreement.
• The Company reserves the right to levy a £40 administration charge each time a payment is returned by the Customer’s bank.
• Those signing the Credit Account Application Form on behalf of limited companies do so as guarantor and irrevocably undertake to guarantee the payment of all monies owing to us by the relevant limited Company.
• If the Company fails to make payment for the Products in accordance with these terms and conditions or commits any other breach of these terms and conditions or any distress or execution shall be levied on the Customers goods or the Customer offers to make any arrangements with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Customer or if the Customer is unable to pay its debts as they fall due or if being a Limited Company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver Administrator, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer’s business or assets or if the Customer shall suffer any analogous proceedings under foreign law all sums outstanding to the Company shall become payable immediately and the Company may in its absolute discretion and without prejudice to any other rights it may have exercise any of its rights pursuant to this clause and prejudice to the generality of the foregoing the Company shall be entitled to immediately enter the Customers premises and remove any Products title of which has not passed to the Customer without need for the Company to provide any evidence of serial numbers or other evidence of identity.

4. Property, Retention of Title

• The risk in the property shall pass to the Customer as in clause 2 (iii) hereof.
• This is an “All Monies Provision” and you attention is drawn to it. In spite of delivery and or collection having been made title in all Products supplied or sold by the Company shall be retained by the Company until all sums due on any account whatsoever from the Customer to the Company have been received either in cash or cleared funds by the Company.
• Until such payment is received the Customer shall keep the Products separate from those of the Customer and third parties and properly stored protected and identified as the property of the Company and as a Bailee on behalf of and in a fiduciary capacity for the Company.
• Pending payment of the purchase price and any other monies due the Customer shall keep the Products insured in the amount of the invoice price against all insurable risks. If the Products are destroyed by an insurable risk prior to the Customer making payment in full for the Products the Customer shall hold the proceeds of any insurance monies relating to the Products as a trustee for the Company.
• The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which are the property of the Company. Without prejudice to the other rights of the Company if the Customer does so all sums whatsoever owed to the Company by the Customer shall forthwith become due and payable.
• Until such time as title of the Products has passed from the Company to the Customer the Customer shall upon request deliver up such of the Products which have not ceased to be in existence or resold to the Company. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Products are situated and repossess the Products without need to evidence serial numbers or provide other evidence of identity. On making such a request the rights of the Customer shall cease.

5. Returns

• Products will not be accepted for return unless the necessary returns note has been issued by the Company. Unless accompanied by returns note Products returned will not be credited. Products that have been supplied correctly shall be subject to a handling charge. Specially ordered Products will be subject to an additional handling charge where applicable.

6. Prices

• Prices ruling at the date of dispatch or collection will apply

7. Instructions

• All machines sold will be supplied with the manufacturer’s instructions manual and it is the Customer’s responsibility to read these instructions are to make sure they are understood before the machine is used.

8. Cancellation

• A confirmed order or schedule may only be cancelled or varied with the Company’s written consent, the giving of the Company’s consent shall not in any way prejudice the Company’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variance.

9. Warranty

• All machines (new) are sold with manufacturers’ warranty. The Company will process warranty claims to the manufacturer on behalf of the Customer. The Customer must not withhold or delay payments while warranty claims are pending.
• The warranty applies to the original purchaser of the Products and is not transferable.

10. Termination

(i)             The Company may suspend further supply or delivery, stop any Products in transit or terminate our contract by notice in writing to the Customer if the Customer is in breach of an obligation hereunder or the Customer become unable to pay the Company any debts when they fall due or proceedings are commenced against the Customer alleging bankruptcy or insolvency. Upon termination all monies owed to the Company by the Customer become immediately due and payable and we shall be under no further obligation to supply goods to the Customer.

10. Force Majeure

• The Company accepts no liability for delay or non fulfilment of any term of the contract caused by force majeure, war, strikes, lock-outs, accidents, fire, flooding, scarcity of materials or any other cause not directly within the Company’s direct control.

11. English Law

• English Law shall be the proper law of the contract

12. Acceptance of Terms

• Purchase of Products from the Company is an unqualified acceptance by the Customer of all of the above terms.