1. INTERPRETATION1.1 Definitions: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document Contract: the contract between IEW and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from IEW. Delivery Location: the location at which IEW delivers or the Customer collects the Goods as provided for in clause 4.1. Force Majeure Event: an event or circumstance beyond a party’s reasonable control. Goods: the goods (or any part of them) set out in the Order. IEW: Industrial Electronic Wiring Limited (registered in England and Wales with company number 03256680). Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of IEW’s quotation, or overleaf, as the case may be. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and IEW.
2. BASIS OF CONTRACT 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Order shall only be deemed to be accepted when IEW issues a written acceptance of the Order, at which point the Contract shall come into existence. 2.3 A quotation for the Goods given by IEW shall not constitute an offer.
3. GOODS 3.1 The Goods are described in the Specification. 3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify IEW against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by IEW in connection with any claim made against IEW for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with IEW’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
4. DELIVERY 4.1 IEW shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after IEW notifies the Customer that the Goods are ready unless the Order specifies that the Customer shall collect in which case the Customer shall collect the Goods from IEW’s premises or such other location as may be advised by IEW prior to delivery within three Business Days of IEW notifying the Customer that the Goods are ready. 4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. IEW shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide IEW with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 If IEW fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. IEW 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 Customer’s failure to provide IEW with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.4 IEW may deliver the Goods by instalments. . Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. QUALITY 5.1 IEW warrants that on delivery the Goods shall: (a) conform in all material respects with the Specification; and (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). 5.2 Subject to clause 5.3, if the Customer notifies IEW within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1, IEW is given a reasonable opportunity to examine such Goods and the Customer (if asked to do so by IEW) returns such Goods to IEW’s place of business, IEW shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 5.3 IEW 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: (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; (b) the defect arises because the Customer failed to follow IEW’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; (c) the defect arises as a result of IEW following any drawing, design or Specification supplied by the Customer; (d) the Customer alters or repairs such Goods without the written consent of IEW; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the Goods differ from 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, IEW shall have no liability to the Customer 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 IEW.
6. TITLE AND RISK 6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 6.2 Title to the Goods shall not pass to the Customer until the earlier of: (a) IEW receives payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass at the time of payment; and (b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. 6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as IEW’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify IEW immediately if it becomes subject to any of the events listed in clause 8.1; and (e) give IEW such information relating to the Goods as IEW may require from time to time. 6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before IEW receives payment for the Goods. However, if the Customer resells the Goods before that time: (a) it does so as principal and not as IEW’s agent; and (b) title to the Goods shall pass from IEW to the Customer immediately before the time at which resale by the Customer occurs. 6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy IEW may have: (a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (b) IEW may at any time: (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT 7.1 The price of the Goods shall be the price set out in the Order. 7.2 The price of the Goods: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to IEW at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) unless otherwise set out in the Order, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. 7.3 The Customer shall pay the invoice in full and in cleared funds within the payment terms set out in the Order or, if none is set out in the Order, within 30 days of the date of invoice. Payment shall be made to the bank account nominated in writing by IEW. Time for payment is of the essence. 7.4 The Customer 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). IEW may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by IEW to the Customer.
8. TERMINATION 8.1 Without limiting its other rights or remedies, IEW may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so; (b) the Customer 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; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer’s financial position deteriorates to such an extent that in IEW’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 8.2 On termination of the Contract for any reason the Customer shall immediately pay to IEW all of IEW’s outstanding unpaid invoices and interest. 8.3 Termination of the Contract shall not affect any of the parties’ rights and remedies 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. 8.4 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.
9. LIMITATION OF LIABILITY 9.1 Nothing in these Conditions shall limit or exclude IEW’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for IEW to exclude or restrict liability. 9.2 Subject to clause 9.1: (a) IEW shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) IEW’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10. FORCE MAJEURE Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.
11. GENERAL 11.1 Assignment and other dealings. (a) The Contract is divisible. Each delivery made under the Contract shall be deemed to arise from a separate contract and shall be invoiced separately. Any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for in these Conditions, without reference to and notwithstanding any defect of default in delivery of any other instalment. (b) IEW 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. (c) The Customer 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 IEW. 11.2 Data Protection. Both parties will comply with all applicable requirements of the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679). 11.3 Confidentiality. (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause (b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. 11.4 Entire agreement. (a) This 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. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 11.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 11.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 11.8 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 11.9 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms. 11.10 Governing law. 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. 11.11 Jurisdiction. 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 this Contract or its subject matter or formation.