Terms and conditions

TERMS AND CONDITIONS OF SALE (business)

1. Every quotation, pro-forma invoice, price list or other similar document made or issued by Westcity Corporation Plc. ("the company") is made or issued subject to these General Terms and Conditions of Sale and unless otherwise expressly agreed by the company in writing, no terms or conditions of sale which are at variance with these General Terms and Conditions of Sale or any of them shall be construed as having any effect on any contract to which these General Terms and Conditions apply.

2. No order resulting from any quotation, pro-forma invoice, price list or other similar document made or issued by the company shall be binding unless and until accepted by the company. The company at its absolute discretion may accept or reject any order whether on account of the equipment being no longer available or for any other reason whatsoever. All orders must be confirmed in writing on the purchaser's official letter heading or order form and signed by a duly authorised official.

3. The place of delivery is at the Purchaser's nearest address in the United Kingdom or, in the case of export orders, the nearest United Kingdom port or airport. All prices are ex-works unless otherwise stated.

4. The company's normal terms of business are for all payments to be made in sterling within 30 days of invoice date (for approved account customers in the UK). In the case of export orders, payment will be by irrevocable letter of credit established with a London Bank and payable on presentation of shipping documents unless otherwise agreed in writing. The company reserves the right to suspend delivery in respect of any order or orders from the Purchaser if it appears to the company that there is a credit risk. The company may charge interest at 5% above Bank of England Minimum Lending Rate on overdue accounts and may withdraw any discounts allowed on original invoice.

5. The company will endeavour to deliver the equipment by the date specified but unless otherwise agreed in writing, time for delivery shall not be of the essence and the company shall not be liable for any damages whatsoever resulting from delay in delivery howsoever caused. The company may make instalment deliveries.

6. Any damage, or shortage, shall be reported to the company and the carriers in writing by the purchaser within two days of delivery. Provided prompt notice of transit damage or loss is given and provided it is proved to the company's satisfaction that such damage occurred in transit in the UK but not otherwise, the company will at its option repair or replace such equipment free of charge to the purchaser.

7. In the case of the equipment not manufactured by the company, the purchaser shall have the benefit, in so far as it may be transferred to the purchaser, of any rights which the company may have against the supplier of such equipment in respect thereof and the company's liability in respect thereof is limited to making the benefit of such rights available to the purchaser to the extent aforesaid.

8. The company shall not be liable for any indirect or consequential damage however caused (and whether by the company or any other person) and shall not be liable for any damage (whether or not consequential) arising from stoppage or breakdown of the equipment for any reason whatsoever or in any other way for the performance of the equipment in operation.

9. Should any equipment malfunction as a result of abnormal environmental factors (including without prejudice to the generality of the foregoing mains power transients or dropouts, electromagnetic interference, extremes of humidity, vibration, temperature or pressure or chemical corrosion) which had not been notified to the company at the time of placing the order and specifically accepted by the company, then all costs incurred by the company in repairing such equipment and investigating the causes of the malfunction shall be payable by the purchaser.

10. The company hereby reserves the right to make without notice such minor modifications in specifications, designs or materials as it may deem necessary or desirable by experience.

11. The company shall not be liable for any failure to perform its obligations here under which may be due to any circumstances whatsoever beyond its control (including, without prejudice to the generality of the foregoing, any inability to obtain necessary import or export licenses or consents of any governmental or other authority).

12. The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds, payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

13. All contracts shall in all respects be governed by and construed in accordance with the law of England.