Wear Valley Aerosols

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1.1 All quotations are given and all orders are accepted by WV Associates Ltd trading as Wear Valley Aerosols (company no. 01798981) ("WVA") subject to these Terms and all orders hereafter placed by the customer shall be subject to these Terms. A contract between WVA and the customer shall not be concluded until WVA has issued its sales' order acknowledgement ("the SOA").

1.2 These Terms and the terms set out in the SOA shall constitute the entire agreement between the parties relating to its subject matter and (except to the extent repeated in these Terms) supersede and extinguish any prior agreement, understanding or representation (excluding a fraudulent representation).

2.1 The customer shall deliver to WVA the free issue materials and within the time scale set out in the SOA and warrants that such materials will at the time of delivery be of satisfactory quality, fit for purpose and free from material contamination.

2.2 The customer accepts (and shall have no right or remedy against WVA) for wastage of such materials not exceeding two per cent.

2.3 The customer shall indemnify WVA against all actions, suits, claims, demands, damages, loss, charges and expenses arising directly or indirectly from the condition or WVA's receipt, storage or use of such materials or from a breach of the warranties set out in paragraph 2.1 or from the products breaching the intellectual property rights of any person.

2.4 If WVA holds any of the free issue materials for eight weeks or more, it shall be entitled to render to the customer an invoice for storage charges in respect of each excess week (or part of a week) at the rate per pallet (plus VAT) set out in the SOA and its invoice is payable in full within 30 days of its date.

3.1 WVA may cancel the contract in the event of any breach by the customer of paragraph 2.1 above, in which case the customer shall indemnify and keep WVA fully and effectively indemnified against all loss, damage, costs, claims or actions sustained or incurred by WVA (including loss of profit and the cost of products purchased by WVA for the purpose of the contract) directly or indirectly as a result of such cancellation. Save pursuant to paragraph 6.2.3, the customer may not cancel the contract.

4.1 WVA may by notice to the customer increase the price payable under the contract to the extent of increases in the costs incurred by WVA in purchasing the required products. The price is ex works and exclusive of the applicable delivery charge.

5.1 WVA may invoice the customer in respect of the price and any delivery charge at any time after any of the products are ready for delivery. WVA's invoices are payable in full within 30 days of their date.

5.2 WVA may withdraw the above credit facilities if the customer fails to make payment in full of any WVA invoice within seven days of the due date for payment, in which case WVA shall not be bound to give up possession of any products and/or (without incurring any liability therefor) may suspend performance of any other of its then outstanding obligations under the contract or any other contract with the customer until it shall have received payment in full of all outstanding invoices.

6.1 The delivery date specified in the SOA is an estimate only and time shall not be of the essence. In no circumstances shall WVA be liable to compensate the customer in damages or otherwise for non- or late delivery.

6.2 Should WVA be prevented from delivering any products by reason of any cause beyond its control first the time for delivery shall be extended by a period equal to that during which the cause preventing the same exists, secondly the customer shall take and pay for such products as WVA shall be able to deliver in accordance with the contract and thirdly for more than 30 days of the estimated delivery date the customer may by notice therefor to WVA cancel the contract in respect of those (but no other) products.

6.3 Where the customer is responsible for collecting the products from WVA, it shall do so within seven days of receipt of notice from WVA that they are ready for collection. If it fails to do so, WVA may as agent for the customer store the products at its works or elsewhere and the customer shall indemnify WVA against all storage and other charges incurred by WVA.

6.4 Where delivery is to be made by instalments, each delivery shall be deemed to be the subject of a separate contract and any failure whatsoever by WVA in respect of any one delivery shall not entitle the customer to repudiate the contract either in whole or in respect of any instalments remaining to be delivered under the contract.

7.1 Risk of loss of or damage to the products shall pass to the customer (where WVA is responsible for their delivery to the customer) on delivery or if the customer fails to take delivery of them on their being tendered for delivery or (where the customer is to collect) on WVA notifying the customer that they are ready for collection.

8.1 The customer shall inspect the products within 90 days of their delivery/notification of readiness for collection and may within seven days thereafter give notice and provide evidence satisfactory to WVA of any matter or thing by reason whereof the customer alleges that the products are not in accordance with the contract.

8.2 If the customer does not give such notice the products shall be conclusively presumed to be free from any defect which would be apparent on reasonable examination.

9.1 WVA warrants that first the products will at the time of delivery be of satisfactory quality, secondly it has not materially contaminated the fluid forming part of the products, thirdly and where there has been a sale by sample, the bulk will at that time correspond with the sample in quality and fourthly it will exercise all reasonable care and skill in relation to the work to be carried out by it Provided that no warranties are given by WVA to the extent of any matter which constitutes any breach of the warranties set out in paragraph 2.1 above.

9.2 The customer shall give notice to WVA as soon as possible after becoming aware of a breach of warranty or the fact that the relevant products are not in accordance with the contract. WVA shall remedy such breach/non-accordance by the issue of a credit note equal to the price of the relevant products and subject to doing so WVA shall have no further liability to the customer.

9.3 Under no circumstances shall the customer be entitled to reject any products on the basis of any defect or failure which is so slight that it would be unreasonable for it to reject them.

10.1 The following provisions set out WVA's entire liability (including liability for the acts and omissions of its employees, agents and sub contractors) to the customer in respect of any breach of its warranties or other obligations under the contract or any representation (unless fraudulent), statement, act or omission (including without limitation negligence) of WVA arising under the contract (together "an Event of Default").

10.2 WVA's liability to the customer for death or personal injury resulting from its own or that of its employees', agents' or sub contractors' negligence shall not be limited. WVA's liability to the customer in respect of damage or loss to free issue materials shall be limited to the cost of replacement of the relevant materials. Subject to this WVA's entire liability in respect of any other Event of Default shall be limited to the price of the products which are the subject of the Event of Default.

10.3 Subject to the first sentence of paragraph 10.2 WVA shall not be liable to the customer in respect of any Event of Default for loss of profits, goodwill or any type of special, indirect or consequential loss (including without limitation loss or damage suffered by the customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or WVA had been advised of the possibility of the customer incurring the same.

11.1 The customer shall from time to time provide to WVA such information and assistance as WVA may reasonably require to enable it to comply with its obligations under the contract.

11.2 The contract is personal to the parties and may not be assigned at law or in equity. In addition the parties do not intend any of its terms to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

11.3 There shall be no waiver of any term of the contract by WVA unless such waiver is evidenced in writing and signed by it. No variation of the contract shall be effective unless made in writing and signed by the parties.

11.4 If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

11.5 Any notice to be given under the contract shall be in writing and either delivered personally or sent by recorded delivery post to the address of the recipient party set out in the SOA (or any other address for service previously notified) Provided that notices to a company may be given to its registered office.

11.6 The contract shall be governed by and construed in accordance with English Law to whose non exclusive jurisdiction the parties submit.

11.7 Notwithstanding any other provision hereof nothing herein contained shall or shall be deemed to affect the statutory rights of a consumer pursuant to a consumer transaction.