Terms and conditions Ltd

Article 1.    Interpretation
‘Wecovi’ means WECOVI LIMITED, a company registered in England and Wales with registered company number 6036435 and whose registered address is at 4200 Waterside Centre, Solihull Parkway, Birmingham Business Park, Birmingham, B37 7YN, United Kingdom.
1.1.    A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and a     reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.    Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as     illustrative and shall not limit the sense of the words preceding those terms.
1.3.    A reference to writing or written includes emails and fax.

• Business Day - a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
• Client -  the person or firm who purchases the Goods from Wecovi;
• Conditions -  the terms and conditions set out in this document as amended from time to time in accordance with clause 17.12; Contract -  the contract between Wecovi and the Client for the sale and purchase of the Goods in accordance with     these Conditions;
• Force Majeure Event  -  has the meaning given to it in clause 12.1; 
• Goods -  the goods (or any part of them) set out in the Order;
• Intellectual Property Rights -  patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether     registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• Order -  the Client’s order for the Goods, as communicated to Wecovi by one of the methods as set out in clause 2.2; 
• Specification -  any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Client and Wecovi;

Article 2.    Basis of contract
2.1.      These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these     Conditions.
2.2.       The Client may place Orders with Wecovi by one of the following methods:
2.2.1.    online at www.wecoviservice.com and/or www.wecoline.com;
2.2.2.    via email at sales@wecovi.com;
2.2.3.    via telephone on +44 (0) 121 717 47 26 or
2.2.4.    via fax on +44 (0) 121 717 47 29.
2.3.       The Order constitutes an offer by the Client to purchase the Goods in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4.       The Order shall only be deemed to be accepted on the earlier of:
2.4.1.    Wecovi issuing a written acceptance of the Order; or
2.4.2.    Wecovi delivering the Goods, at which point the Contract shall come into existence.
2.5.       Any samples, drawings, descriptive matter, website content or advertising produced by Wecovi and any descriptions or illustrations contained in Wecovi’s catalogues, brochures or websites are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6.       Any quotation for the Goods given by Wecovi shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

Article 3.    Goods
3.1.      The Goods are described in Wecovi’s sales catalogue and on Wecovi’s website as modified by any applicable Specification.
3.2.      Wecovi reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

Article 4.    Delivery
4.1.      Wecovi shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Address).
4.2.      Delivery is completed on the completion of unloading of the Goods at the Delivery Address.
4.3.      Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Wecovi shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Clients failure to provide Wecovi with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4.      If Wecovi fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Wecovi shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or     the Client’s failure to provide Wecovi with adequate delivery instructions or any other instructions that are relevant to the     supply of the Goods.
4.5.      If the Client fails to take delivery of the Goods within three Business Days of Wecovi first attempting to deliver them, then, except where such failure or delay is caused by Wecovi’s failure to comply with its obligations under the Contract:
4.5.1.  delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Wecovi notified the Client that the Goods were ready; and
4.5.2.  Wecovi shall store the Goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance).
4.6.      If ten Business Days after the day on which Wecovi first tried to deliver the Goods the Client has not taken delivery of them. Wecovi may resell or otherwise dispose of part or all of the Goods.
4.7.      If Wecovi delivers up to and including 5% more or less than the quantity of Goods ordered the Client may not reject them, but on receipt of notice from the Client that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.8.      Wecovi may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

Article 5.    Quality
5.1.       Wecovi warrants that on delivery, and for a period of three months from the date of delivery (warranty period), the Goods shall:
5.1.1.    conform in all material respects with their description and any applicable Specification; 
5.1.2.    be free from material defects in design, material and workmanship; and
5.1.3.    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2.       Subject to clause 5.3, if:
5.2.1.    the Client gives notice in writing to Wecovi within 10 Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2.    Wecovi is given a reasonable opportunity of examining such Goods; and
5.2.3.    the Client (if asked to do so by Wecovi) returns such Goods to Wecovi’s place of business at the Client’s cost, Wecovi shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3.       Wecovi shall not be liable for the Goods failure to comply with the warranty set out in clause 5.1 in any of the following events:    
5.3.1.    the Client makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2.    the defect arises because the Client failed to follow Wecovi’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3.    the defect arises as a result of Wecovi following any Specification supplied by the Client;
5.3.4.    the Client alters or repairs such Goods without the written consent of Wecovi;
5.3.5.    the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
5.3.6.    the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4.       Except as provided in this clause 5, Wecovi shall have no liability to the Client in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5.       The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6.       These Conditions shall apply to any repaired or replacement Goods supplied by Wecovi.

Article 6.    Return of goods
6.1.       The Client may return non-defective Goods to Wecovi provided that Wecovi has given its written consent to such return and the Goods are received by Wecovi in a good and saleable condition (as determined by Wecovi acting in its absolute discretion).
6.2.       Where Wecovi so consents to the return of Goods pursuant to clause 6.1, then the Goods shall be at the Client’s risk until received by Wecovi, at which point title and risk in the Goods shall pass to Wecovi. The Client agrees that it shall be responsible for all costs associated with the return of the Goods.
6.3.       Any refund due to the Client in respect of any returned Goods shall be reimbursed within 20 Business Days of receipt of the Goods by the method the Client used to pay for the Goods.
6.4.       For the avoidance of doubt, Wecovi shall have no obligation to reimburse Clients for Goods which are returned without the consent of Wecovi, or which are returned with consent but are not in a good and saleable condition.
6.5.       Where the provisions of clause 6.4 apply, the Client may collect any such Goods from Wecovi’s premises at its own expense within five Business Days of notification from Wecovi that the returned Goods are not accepted. If the Goods are not collected Wecovi may dispose of the Goods and the Client shall reimburse Wecovi, on demand, all of Wecovi’s reasonable costs incurred in so doing.

Article 7.    Title and risk
7.1.       The risk in the Goods shall pass to the Client on completion of delivery.
7.2.       Title to the Goods shall not pass to the Client until the earlier of:
7.2.1.    Wecovi receives payment in full (in cash or cleared funds) for the Goods and any other goods that Wecovi has supplied to the Client in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2.    the Client resells the Goods, in which case title to the Goods shall pass to the Client at the time specified in clause 7.4.
7.3.       Until title to the Goods has passed to the Client, the Client shall:
7.3.1.    store the Goods separately from all other goods held by the Client so that they remain readily identifiable as Wecovi’s property;
7.3.2.    not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3.    maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4.    notify Wecovi immediately if it becomes subject to any of the events listed in clause 9.1; and
7.3.5.    give Wecovi such information relating to the Goods as Wecovi may require from time to time.
7.4.       Subject to clause 7.5, the Client may resell or use the Goods in the ordinary course of its business (but not otherwise) before Wecovi receives payment for the Goods. However, if the Client resells the Goods before that time:
7.4.1.    it does so as principal and not as Wecovi’s agent; and
7.4.2.    title to the Goods shall pass from Wecovi to the Client immediately before the time at which resale by the Client occurs.
7.5.       If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy Wecovi may have:
7.5.1.    the Clients right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2.    Wecovi may at any time:
7.5.2.1. require the Client to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
7.5.2.2.  if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored in order to recover them.

Article 8.    Price and payment
8.1.    The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Wecovi’s published price list in force as at the date of delivery which can be found at www.wecoline.com and/or www.wecoviservice.com.
8.2.    Wecovi reserves the right to request prepayment, either in part or in full, of the price of the Goods. Where Wecovi request such pre-payment, the Client’s Order shall not be deemed accepted until such pre-payment is received in cleared funds and one of the circumstances in clause 2.4 has occurred.
8.3.    Wecovi may, by giving notice to the Client at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.3.1.  any factor beyond Wecovi’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.3.2.  any request by the Client to change the delivery date(s), quantities or types of Goods ordered, or (if applicable) the Specification; or
8.3.3.  any delay caused by any instructions of the Client or failure of the Client to give Wecovi adequate or accurate information or instructions.
8.4.    The price of the Goods:
8.4.1.  excludes amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Wecovi at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.4.2.  unless otherwise agreed in writing between the parties, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Client.
8.5.    Wecovi may invoice the Client for the Goods on or at any time after the completion of delivery.
8.6.    The Client shall pay the invoice in full and in cleared funds in accordance with the payment terms as set out in the invoice, or, if no payment terms are stated, within 10 Business Days of the date of the invoice. Payment shall be made to the bank account     nominated in writing by Wecovi. Time for payment is of the essence.
8.7.    If the Client fails to make any payment due to Wecovi under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 1.5% per month or the highest rate permitted by applicable law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
8.8.    The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Wecovi may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by Wecovi to the Client.

Article 9.    Termination
9.1.    Without limiting its other rights or remedies, Wecovi may terminate this Contract with immediate effect by giving written notice to the Client if:
9.1.1.  the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of being notified in writing to do so;
9.1.2.  the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3   the Client suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; 
9.1.4.  the Client’s financial position deteriorates to such an extent that in Wecovi’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
9.1.5. the Client fails to pay any amount due under the Contract on the due date for payment.
9.2.    Without limiting its other rights or remedies, Wecovi may suspend supply of the Goods under the Contract or any other contract between the Client and Wecovi if the Client becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.4, or Wecovi reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
9.3.    For the purposes of clause 9.1.1, material breach means a breach (including an anticipatory breach) that is serious in the widest effect on the benefit Wecovi would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material, due regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

Article 10.    Consequences of termination
10.1.  On termination of the Contract for any reason the Client shall immediately pay to Wecovi all of Wecovi’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Wecovi shall submit an invoice, which shall be payable by the Client immediately on receipt.
10.2.  Termination of the Contract shall not affect any rights and remedies of the parties that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
10.3.  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Article 11.    Limitation of liability
11.1.       Nothing in the Contract shall limit or exclude Wecovi’s liability for:
11.1.1.    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2.    fraud or fraudulent misrepresentation;
11.1.3.    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
11.1.4.    any matter in respect of which it would be unlawful for Wecovi to exclude or restrict liability.
11.2.       Subject to clause 11.1, Wecovi shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1.    loss of profits;
11.2.2.    loss of sales or business;
11.2.3.    loss of agreements or contracts;
11.2.4.    loss of anticipated savings;
11.2.5.    loss of use or corruption of software, data or information;
11.2.6.    loss of damage to goodwill; and/or
11.2.7.    any indirect or consequential loss.
11.3.       Subject to clause 11.1 and 11.2, Wecovi’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the price paid or     payable for the Goods in respect of the Order from which the loss arose.
11.4.       Notwithstanding clause 11.1, the losses for which Wecovi assumes responsibility and which shall (subject to clause 11.2 and clause 11.3) be recoverable by the Client include:
11.4.1.    sums paid by the Client to Wecovi pursuant to the Contract in respect Goods not provided in accordance with the terms of the Contract;
11.4.2.    wasted expenditure; and
11.4.3.    losses incurred by the Client arising out of or in fines, penalties, actions, investigations or proceedings, made or commenced by regulators or competent authorities caused by the act or omission of Wecovi.
11.5.      The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.6.      This clause 11 shall survive termination of the Contract.

Article 12.    Force majeure
12.1.       Force Majeure Event means any circumstance not within Wecovi’s reasonable control including, without limitation:
12.1.1.    acts of God, flood, drought, earthquake or other natural disaster;
12.1.2.    epidemic or pandemic;
12.1.3.    terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
12.1.4.    nuclear, chemical or biological contamination or sonic boom;
12.1.5.    any law or any action taken by a government or public authority, including without limitation imposing an export or import     restriction, quota or prohibition, or failing to grant a necessary license or consent;
12.1.6.    collapse of buildings, fire, explosion or accident;
12.1.7.    any labour or trade dispute, strikes, industrial action or lockouts;
12.1.8.    non-performance by suppliers or subcontractors; 
12.1.9.    interruption or failure of utility service;
12.1.10.  severe disruption to transport services; and
12.1.11.  severe inclement weather.
12.2.       If Wecovi is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, Wecovi shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.3.      If the Force Majeure Event prevents, hinders or delays Wecovi’s performance of its obligations for a continuous period of more than ten Business Days, Wecovi may terminate the Contract by giving five Business Days’ written notice to the Client.

Article 13.    Confidentiality
13.1.     The Client undertakes that it shall not at any time disclose to any person any information of a confidential nature concerning the business, affairs, customer, clients or suppliers of Wecovi (Confidential Information), except as permitted by clause 13.2.
13.2.     The Client may disclose Wecovi’s Confidential Information:
13.2.1.  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under or in connection with the Contract (ensuring that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this clause 13.2); and
13.2.2.  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.     The Client shall not use any of Wecovi’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Article 14.    Intellectual property rights
Wecovi (and its licensors) shall retain ownership of all Intellectual Property Rights in the Goods.

Article 15.    Limitation on claims 
The parties agree that neither party shall be able to bring a claim for breach of the Contract on the expiry of one year from the date of the Contract.

Article 16.    General
16.1.    Failure or delay by any party in exercising any right or remedy under the Contract will not in any circumstances operate as a waiver of it, nor will any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.
16.2.    If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.3.    Wecovi may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.4.    The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Wecovi.
16.5.    The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.6.    Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.7.    Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.8.    Nothing in the Contract shall limit or exclude liability for fraud or fraudulent misrepresentation.
16.9.    If there is an inconsistency between any of the provisions of the Contract and the provisions of the Order, the provisions of the Contract shall prevail.
16.10.  Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.11.  No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
16.12.  No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Article 17.    Notices
17.1.    All notices or other communications given in connection with the Contract will be in writing and will be given, and will be     deemed received:
17.1.1.  by first-class post: two Business Days after posting;
17.1.2.  by airmail: seven Business Days after posting;
17.1.3.  by hand: on delivery at the relevant address; and
17.1.4   by email or by fax: on the Business Day following transmission, and if given, or deemed given, at a time or on a date which is not a Business Day, it will be deemed to have been given on the next Business Day.
17.2.    Notices will be sent to Wecovi and the Client at the addresses set out in the Order.
17.3.    Any party may change the address to which such notices to it are to be delivered by giving not less than five Business Days’ notice to the other party.
17.4.    This clause 18 does not apply to the service of any proceedings or other documents in any legal action.

Article 18.    Governing law and jurisdiction
18.1.    The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.2.    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
 

Version: 1 october 2013