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Terms and Conditions of Commodities Sale by WRSConvert Limited

 These conditions of sale apply to and form every contract between WRSConvert Limited (the “Agent”) and you the “Customer” for the Sale and purchase of goods (each an agreement). No terms and/or conditions which the “Customer” may seek to impose shall apply or have effect.

1.             ”Agent” shall be deemed to mean WRSConvert Ltd which is a private limited company incorporated in the United Kingdom. (Company Registration Number: 07259585 incorporated in the United Kingdom on 20th May 2010).

2.             “Customer” shall be deemed to mean, the individual or the organization purchasing the goods.

3.             ”goods” shall be deemed to mean all products and all Packaging supplied under the cover of each delivery.

 Prices

Prices charged are those applicable on the date of delivery and as stated on the invoice. Any price queries must be reported to WRSConvert Limited Accounts Department within 2 days of the invoice date, if not so reported the “Customer” is deemed to have accepted the price of the goods.

 Payment

Accounts are due for payment on the invoice date.  If you default in making payment to us when due, we shall suspend deliveries. All undisputed invoices should be paid regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoices, all amounts not in dispute shall be paid by the “Customer”.  There will be an administration charge for any electronic payment  or request returned by the Bank.

“Agent” reserves the right to charge Agency Collection costs on all accounts not paid in accordance with this condition. Trading will not resume with the “Customer” until all costs have been paid in full. We may charge interest at 5% per month above the base lending rate of the Bank of England on overdue accounts. Interest shall accrue from daily (both before and after any judgement) on any sum payable under these terms which is unpaid when due, until payment is received in full. Payment by credit transfer shall not be deemed to be made until the amount credited is in cleared funds to our bank account. We may off set sums owed to you against sums owed to us from time to time.

 Title to Goods

Notwithstanding the following retention of title provision, all goods shall be at the risk of the “Customer” from the moment of delivery to the “Customer” or its agent.

The ownership of the goods shall remain with “Agent” and not pass to the “Customer” until such time as payment has been received in full by “Agent” in respect of all goods supplied to the “Customer”. Until ownership of the goods has passed to the “Customer”, the “Customer” shall hold the goods on a fiduciary basis as “Agent’s” bailee.

Without prejudice to the “Customer’s” continuing fiduciary obligations to “Agent” as agent and bailee of the goods, until otherwise notified by the Seller in writing or until the happening of anything that terminates the “Customer’s” right to possession of the goods.

The “Customer’s” right to possession of the goods shall terminate immediately if:

·         The “Customer” has a bankruptcy, winding up or administration order made against it or makes an arrangement or composition with its creditors, passes a resolution or enter into liquidation or has a receiver and/or manager, provisional liquidator, administrator or administrative (or equivalent officer) appointed over its undertaking or any part thereof;

 

·         The “Customer” suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under these conditions or other contract between “Agent” and the “Customer”, or is unable to pay its debts within the meaning of the United Kingdom Insolvency Act 1986 or the “Customer” ceases to trade;

 

“Agent” shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from “Agent”.

The “Customer” grants “Agent”, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the “Customer’s” right to possession has terminated, to recover them.

On termination of the Contract, however caused, “Agent’s” (but not the “Customer’s”) rights contained in this condition shall remain in effect.

 Orders

“Agent” reserves the right to cancel or reduce any orders, or suspend delivery in the event of “Agent” being unable to execute them either wholly or in part or for any other reason.

 Delivery

”Delivery” shall mean the lodgement of the goods at the pre-agreed delivery point of the “Customer”. Such lodgements shall be deemed to constitute the fulfilment of the duties of the “Agent” in each contract and the responsibility for all remaining duties rests with the “Customer”.

Such duties shall include the protection of the goods from all risks of the goods must be properly stored and identifiable as the property of the “Agent” until all such duties have been exhausted and the title in the goods passes to the “Customer

Delivery will be made by the “Agent” or its nominated agents or contractors. The “Agent” shall not be liable for any loss or damage whatsoever arising out of failure to deliver the goods by any particular time or date.

 Damages/Incorrect Delivery

The “Customer” shall upon delivery thoroughly check the goods and any discrepancies MUST be marked accordingly on the delivery paperwork upon delivery. The “Customer” must notify “Agent” of any damage, defect or discrepancy within 24 hours of delivery. “Agent” shall not be obliged to consider any claim not made in accordance with this condition. Any subsequent claims may only be entertained at the absolute discretion of the “Agent”.

“Agent” shall not be liable for Goods whose recommended date of sale or use has passed or any deterioration on Goods arising as a result of the “Customer’s” act or default which occurs after such Goods have been delivered to the “Customer”.

 Exclusions and Limitations of Liability

All warranties, representations, guarantees, conditions and terms, other than those expressly  set out in these conditions of sale, whether expressed or implied by statute, common law, trade usage or otherwise and whether written or oral are expressly excluded to the fullest extent permissible by law.

“Agent’s” maximum aggregate liability under, arising from or in connection with the supply of goods to the “Customer” (whether in contract, tort (including negligence) or otherwise) shall be limited to a sum equivalent to the price of the goods in respect of which such liability arises.

“Agent” shall not in any circumstance be liable to the “Customer” for any claim, whether arising in contract, tort (including negligence), misrepresentation or otherwise for:

·         Any loss of profit, revenue, anticipated savings, business or contract: and

·         Any sub sequential, economic or other indirect loss.

The “Agent” will not supply any goods on a “sale or return” basis and is under no obligation to accept the return of any goods ordered by the “Customer” which were delivered in accordance with these conditions

The “Customer” accepts that the limitations and exclusions set out in these terms are reasonable having regards to all the circumstances

Cancelation

For any order placed but subsequently cancelled, "Agent" reserves the right to charge all commissions and administrative costs to "buyer".

 Severability

If any part of any provision of any Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of the Agreement shall remain valid and enforceable.

 Applicable Law

Each Agreement and any non-contractual obligations arising out of or in connection with any Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with any Agreement.

 

We reserve the right to change the above terms and conditions of sale.