"Company Catalogues" means any sales and marketing material produced by the Company.
"Contract" means the contract for the sale of Goods between the Company and the Purchaser.
"Fashion Charge" means a charge for the work done by the Company in producing the Goods following an order placed by the Purchaser.
"Goods" means any Goods agreed in the Contract to be supplied to the Purchaser by the Company (including any part or parts of them).
"Purchaser" means the person, firm or company with whom the Contract is made.
"Returns" means any Goods that are not defective in any way, but are returned to the Company by the Purchaser for whatever reason.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
2. Acceptance and Variation of Conditions
Subject to any variation under condition 2.3 the Contract entered into by the Company is subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
No terms or conditions endorsed on, delivered with or contained in the Purchaser's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
No alteration, variation, amendment of or addition to these conditions shall be valid unless made in writing and signed by an authorised representative of the Company. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
Each order or acceptance of a quotation for Goods by the Purchaser from the Company shall be deemed to be an offer by the Purchaser to buy Goods subject to these conditions.
No order placed by the Purchaser shall be deemed to be accepted by the Company until a verbal or written acknowledgement of order is issued by the Company or, if earlier, the Company delivers the goods to the Purchaser.
3. Description
The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.
All weights and sizes quoted in the Catalogues, quotations or acknowledgements are approximate and should be used as a guide only.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
The Purchaser shall be responsible to the Company for ensuring the accuracy and sufficiency of its order (including of any applicable specification and/or sample). The Company shall be entitled to charge the Purchaser for all costs (and a reasonable element of profit) incurred by it where variations to Goods and/or Services are requested by the Purchaser and accepted by the Company.
4. Prices
Precious metal prices are based on the prevailing metal markets at the date of order.
Prices quoted prior to order are estimates only due to the fluctuation of metal prices and variations in the exact weight of the component. Quotes are valid for 5 working days.
Fashion Charges are according to the current list of Company fashion charges.
All charges are subject to amendment without prior notice.
The price for the Goods are exclusive of postage, packaging, carriage, insurance and VAT, all of which the Purchaser shall pay in addition when it is due to pay for the Goods where applicable.
For customers in the UK, VAT will be charged at the prevailing rate. For customers in EU countries other than the UK, VAT will also be charged at the prevailing rate unless the Purchaser's VAT number is provided.
5. Terms of payment
Unless the Purchaser has an approved credit account, all orders for Goods must be paid for at the time of making the order either by:
Cash;
Cheque backed by a valid guarantee card;
Credit Card (MasterCard or Visa);
Debit Card; or
Bank Transfer
For purchasers with an approved credit account, payment is due in full on the last business day of the month following the month in which the Goods are invoiced ('the Due Date'), unless separately agreed. The time for payment shall be of the essence. In the event of overdue payments the Company reserves the right to claim interest and an administration charge under The Late Payment of Commercial Debts (Interest) Act 1998.
No payment shall be deemed to have been received until the Company has received cleared funds.
In addition, if payment is not made in full on the Due Date, the Company reserves the right to do any of the following:
Withdraw the Purchaser's credit account
Reduce the Purchaser's credit limit
Suspend or cancel future deliveries
Reduce or remove the Purchaser's discount
Without prejudice to any other remedies the Company may have in respect of unpaid debts, the Company shall have a general lien on all such Purchaser's goods or property in the Company's possession (whether worked on or not) and the Company shall be entitled, after the giving of 21 days' notice in writing from the Due Date, to dispose of such goods or property as it thinks fit and to apply any proceeds received towards such debts.
The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Purchaser.
All payments payable under the Contract shall become due immediately on its termination despite any other provision.
6. Retention of title
All Goods supplied shall be at the purchaser's risk from delivery but all Goods supplied shall remain the property of the Company, unless and until:
Payment shall have been made to the Company of all monies due to it under this Contract, and
Payment shall have been made to the Company under any other contract between the Purchaser and the Company on any account whatsoever.
Until ownership of the Goods has passed to the Purchaser, the Purchaser shall hold the Goods on a fiduciary basis as the Company's bailee.
The Purchaser shall store the Goods separately from all other goods and products or in such a way that they can be readily identifiable as being the property of the Company.
The Purchaser shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in a satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Purchaser shall produce the policy of insurance to the Company.
Any such sale of Goods shall be a sale of the Company's property on the Purchaser's own behalf and the Purchaser shall deal as principal when making such a sale.
Until full payment has been made by the Purchaser, the Company may at any time recover the Goods, and may enter the Purchaser's premises for this purpose, having given notice of intention to repossess.
The Company may at any time revoke the Purchaser's power of sale referred to above by the notice of the Purchaser.
The Purchaser's rights to possession of the Goods shall terminate immediately if:
the Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Purchaser or for the granting of an administration order in respect of the Purchaser, or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser; or
the Purchaser suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between the Company and the Purchaser, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Purchaser cease to trade; or
the Purchaser encumbers or in any way charges any of the Goods.
On termination of the Contract howsoever caused, the Company's (but not the Purchaser's) rights contained in this condition 6 shall remain in effect.
Delivery and shortages
Any delivery times quoted in the Contract are estimates only and time for delivery shall not be made of the essence by notice.
If no delivery times are specified, delivery shall be within a reasonable time.
The Company reserves the right to deliver the Goods by separate instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
The Purchaser must inspect the Goods on delivery. If any Goods are damaged, the wrong weight or not delivered, the Purchaser must let the Company know in writing within 3 working days of delivery.
Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days.
Returns and special orders
Returns and faulty Goods must be returned within 30 days from date of invoice.
Returns will only be accepted where the Goods are as fit for sale on their return as they were on delivery.
Claims for shortages must be made to the Company and the relevant carrier within 3 days.
Credits in respect of the Fashion Charge on Returns are at the Company's discretion.
No Returns will be accepted or credited for Goods supplied in non standard alloys.
No Returns will be accepted for bespoke Goods manufactured to the Purchaser's own designs and specifications.
9. Warranty
The Company warrants that the Goods shall:
be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
be reasonably fit for purpose;
The Company accepts no liability with regard to fitness for purpose for bespoke Goods manufactured to the Purchaser's own designs and specifications.
The Company accepts no liability for product defects arising from the casting process in the event that a Purchaser's own wax has been used.
Any Purchaser who claims that the Goods are defective in materials or workmanship must:
inform the Company in writing with full details as soon as possible
allow the Company to investigate.
The Company will replace Goods or refund the price of Goods which are found to be defective in material or workmanship (following the Company's investigations) provided they have not been tampered with, subjected to improper treatment, or the Purchaser has made any further use of such Goods after giving notice of a defect.
Diamonds and other precious & semi-precious stones
The Company accepts no responsibility for stones sent to us by a Purchaser. Such stones should be sent un-set and clean of any marks or flaws; where applicable. However, a description of ALL defects should be enclosed with the stone parcel.
Such item(s) are accepted by us on the understanding that whilst every care is taken by us during the manufacturing process of the work ordered we cannot accept responsibility for any damage to such item(s) which may occur by reason of the said manufacturing process.
It is the Purchaser's responsibility to make adequate insurance arrangements whilst the item(s) are held in our care and also during transit.
10. Limitation of Liability
Subject to conditions 7 and 9, the following provisions set out the entire financial liability of the Company (including any acts or omissions of its employees, agents or sub-contractors) to the Purchaser in respect of:
any breach of these conditions;
any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these conditions excludes or limits the liability of the Company:
for death or personal injury caused by the Company's negligence; or
under section 2(3) of the Consumer Protection Act 1987; or
for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
for fraud or fraudulent misrepresentation.
Subject to conditions 10.2 and 10.3:
1the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
the Company shall not be liable to the Purchaser for loss of profit, loss of business or depletion of goodwill, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Cancellation
No order for Goods manufactured especially to order may be cancelled.
12. Set Up Charges
There is a set up charge for each new product of which the design is provided by the Purchaser, produced on the Purchaser's behalf by the Company.
A further fee is charged for additional or replacement moulds.
All moulds remain the property of the Company and will be retained by them until the Purchaser agrees that they should be destroyed.
13. Copyright
It is unlawful to copy any of the Company's styles or patterns without written permission from the Company. Copywriting or reproduction of any Goods shown in the Company Catalogues is unlawful without proper permission.
The name "Wedds & Co Limited" is a registered trademark and the contents of the Company Catalogues are covered by copyright. All Goods are for resale only.
14. Telephone calls
Telephone calls may be recorded for quality and training purposes.
15. Force Majeure
The Company is not liable for any loss or damage caused by delay in performance or non-performance of any of its obligations which is beyond the Company's reasonable control including but not limited to act of God, terrorism, accident, transport delays, strikes and other industrial disputes, flood, fire. Should any such event occur the Company, at its own option, may cancel or suspend the Contract without incurring any liability whatsoever.
Intellectual property rights
If any claim is made against the Purchaser that the Goods infringe or that their use or resale infringes the patent, copyright, design right, registered design, trade mark or other industrial or intellectual property rights of any other person or any claim is made in respect of passing off or unauthorised use of confidential information in relation to the Goods and/or Services and or their use or resale the Purchaser shall forthwith notify the Company in writing and the Company shall be given full control of any proceedings or negotiations in connection with any such claim. The Purchaser shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations and except pursuant to a final award, the Purchaser shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably be withheld). The Purchaser shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Company may have in relation to such infringement.
2. If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Purchaser, the Purchaser shall (without prejudice to the other rights and remedies of the Company) indemnify the Company in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with:-
1any claim for infringement of any patent, copyright, design right, registered design, trade mark or other industrial or intellectual property rights of any other person and/or for passing off and/or unauthorised use of confidential information which results from the Company's use of the Purchaser's specifications;
any other liability of any kind without limitation for defective Goods, personal injury or death to the extent that it arises from the specification.
17. General
It shall be the responsibility of the Purchaser to ensure that all requirements applicable to the Contract, whether statutory, regulatory, municipal and/or otherwise howsoever, (including without limitation any relating to the importation or use of the Goods in the country of destination and for the payment of duties there on) are duly complied with. It shall be a condition precedent to the performance by the Company of its obligations under the Contract that all necessary licences, permits and consents shall have been obtained by the Purchaser.
Without prejudice to the generality of condition 17.1 the obtaining of any relevant exchange control consents shall be a condition precedent to the performance by the Company of any of its obligations under the Contract.
Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as to payment) of any of its obligations under the Contract caused by any factor beyond its reasonable control.
No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver of nor shall any waiver by the Company of any breach by the Purchaser of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach.
The Contract is personal to the Purchaser, who shall not assign or in any way part with the benefit without the Company's prior written consent.
Each and every obligation contained in these Conditions shall be treated as a separate obligation and shall be severally enforceable as such not with-standing the non-enforceability of any other such obligation.
The clause headings in these Conditions are for convenience only and shall not in any way affect the interpretation of the Contract.
The Conditions and the Contract shall not create or evidence, or be deemed to create or evidence, any agency or partnership between the Company on the one hand and the Purchaser or any third party on the other.
Any notice required to be given in writing under the Contract shall be given, where possible, by electronic transmission and otherwise by first class post addressed to the registered office or in the case of non-corporate Purchasers to the last-known address, of the party for which it is intended, or to such other address as may be notified in writing in accordance herewith for the purpose, and shall be deemed to have been received, in the case of an electronic transmission, upon transmission and, in the case of a letter, forty-eight hours after posting. In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
The Contract shall be governed by English Law.
The parties irrevocably submit to the exclusive jurisdiction of the English Courts, save in the case of a Purchaser who has no assets within the jurisdiction of the English Courts and who is established in a country under whose legal system the Judgements of the English Courts cannot be enforced. In those circumstances the Company may if it chooses refer any disputes arising out of the Contract to arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, such arbitration to take place in London.
