1.      Definitions

1.1.   Buyer the person who buys or agrees to buy the goods from the Seller.

1.2.   Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3.   Goods the articles which the Buyer agrees to buy from the Seller.

1.4.   Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

1.5.   Seller means Waltec Limited.

1.6.   Waltec The company Waltec Limited registered as a UK company.

2.      Conditions

2.1.   These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to all of these Conditions. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions. These Conditions may not be varied except by the written agreement of an Executive Director of the Seller. These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

3.      Price

3.1.   The Price shall be the price quoted on the sellers quote against which any orders from the buyer are placed. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Sellers invoice.

4.      Payment and Interest

4.1. Payment of the Price and VAT shall be due within [30] days of the date of the Sellers invoice unless an agreement is set-out in writing or stated on the sellers quote prior to the order being received from the buyer.

4.2. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

4.3. The terms for payment will be itemised on the sellers quote and cannot be altered following order placement from the buyer.

4.4. All new customers will be placed on a proforma account for ‘first orders’ unless account qualification has been approved.

5.   Goods

5.1. The quantity and description of the Goods shall be as set out in the Sellers quotation document(s).

5.2. Additional goods required or requested by the buyer following order placement with the seller will be subject to additional costs and terms as stated by the seller in any new documents; quotes, add-to-orders, email prices, invoices. Additional goods will not automatically fall within any terms stated on the quote(s) from the seller against which business taken place.

6.      Warranties

6.1.   The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order and/or quotation document(s). [Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded].

6.2.   Warranty agreements will become invalid and revoked should the following be found

6.3.   Unauthorised electrical installation, software development, modification or works carried out on the system during a warranty period, where a Waltec engineer has not carried out or supervised the works taking place Use of non-standard parts and/or parts that fall outside those provided by Waltec when the system was installed Non-payment of any yearly subscription that may be inplace , within the 30-day period stated on the invoice for that period. None payment of the full value of the project within the agreed timescale

6.4.   Warranties will not cover those items deemed to be consumable by Waltec.

6.5.   Parts found to be faulty, through investigation by the seller are to be replaced by the seller using only approved engineering staff and approved replacement parts. The replacement parts may not be identical to those originally fitted and warranty on replacement parts will not extend beyond the standard full term of any warranty period agreed in supporting documents provided by the seller prior to order placement by the buyer.

7.      Delivery of the Goods

7.1.   Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.2.   The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

7.3.   The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.4.   If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8.      Acceptance of the Goods

8.1.   The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer. Where systems are being delivered and/or installed the terms of acceptance of the goods/services are to be laid out prior to the order from the buyer and in writing.

8.2.   The Buyer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.

8.3.   Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9.      Title and risk

9.1.   Risk shall pass on delivery of the Goods to the Buyers address.

9.2.   Not withstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3.   Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4.   The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1.      repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

9.4.2.      for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.5.   The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10.   Carriage of Goods

10.1.                Carriage will be chargeable on all sales and if this is not itemised on a quote from the seller the costs are included within the total cost of the goods/system.

11.   Copyright

11.1.                Copyright and ownership of any and all software code developed by Waltec will remain vested within Waltec unless released and/or transferred to the buyer in writing from the original Copyright Claimant and Author (Waltec Managing Director). Unless prior permission is given, software and code developed by Waltec may not be used by others for use on any other industrial system(s).

11.2.                Waltec reserves the right to remove or halt any systems software and/or code on a system should the buyer fail to observe the terms as set out in this document. Systems will be released for use again following terms being correctly observed by the buyer.

11.3.                Copyright and ownership of any and all electrical/mechanical designs from Waltec will remain vested within Waltec unless released and/or transferred to the buyer in writing from the original Copyright Claimant and Author (Waltec Managing Director).

These terms and conditions are not exhaustive and may be altered in due course as required by Waltec. Subsequent updates to terms and conditions will be supplied to the buyer.