Terms & Conditions

  

West Yorkshire Fabrications Limited

TERMS AND CONDITIONS OF SALE OF GOODS AND/OR SERVICES 


Basis of the Contract

These Conditions apply to the contract for the sale of the Goods and/or Services entered into by West Yorkshire Fabrications Limited and the Customer to the exclusion of all other terms and conditions including any terms and conditions appearing on the Customer’s purchase order form or the Customer's written acceptance of West Yorkshire Fabrications Limited's quotation, or which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Goods Specification and/or Service Specification are complete and accurate.


The Order shall only be deemed to be accepted when West Yorkshire Fabrications Limited issues written acceptance of the Order at which point and on which date the Contract shall come into existence.


It is the Customer’s responsibility to check that West Yorkshire Fabrications Limited’s written acceptance of the Order is complete and accurate. In the event that West Yorkshire Fabrications Limited’s written acceptance is different to the Order placed by the Customer West Yorkshire Fabrications Limited’s written acceptance shall constitute a counter-off which is deemed accepted by the Customer if the Customer does not notify West Yorkshire Fabrications Limited to the contrary within 24 hours of receipt of the counter-offer or first delivery or performance of the Goods and/or Services (as applicable), whichever is earlier. In the event that such a counter-offer is deemed accepted the counter-offer shall thereafter be considered the “Order” for the purposes of the Contract


The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of West Yorkshire Fabrications Limited which is not set out in the Contract.


Any samples, drawings, descriptive matter or advertising issued by West Yorkshire Fabrications Limited and any descriptions of the Goods and/or Services contained in West Yorkshire Fabrications Limited's catalogs or brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.

Any quotation given by West Yorkshire Fabrications Limited shall not constitute an offer, and may be withdrawn at any time up to the issue of West Yorkshire Fabrications Limited’s acknowledgement of the Customer’s Order and in any event shall expire after thirty (30) days.


Property Rights

West Yorkshire Fabrication Limited Hold the right to own and reposes any goods/services provided until paid in full by the customer. If any payment or monies cannot be paid West Yorkshire Fabrications Limited can and will reposes goods/services accordingly. 


Supply of the Goods

The Goods are as described in the Order and the relevant product manual (if applicable) for the Goods as modified by any applicable Goods Specification. The Customer shall not be entitled to rely on any descriptions contained in any catalogues or data sheets and these are for illustrative purposes only. Unless otherwise specified, packing will be in accordance with West Yorkshire Fabrications Limited's standard practice.


Due to the difficulty of producing exact quantities and unless otherwise specifically agreed West Yorkshire Fabrications Limited reserves the right to vary the quantity of Goods requested by the Customer in the Order by a maximum of plus or minus ten per cent. The invoice for the Goods will be based on the actual quantity delivered.


To the extent that the Goods are to be manufactured or modified in accordance with a Goods Specification supplied by the Customer and to the extent that such claim arises from the Customer’s 


Goods Specification:

a. West Yorkshire Fabrications Limited shall under no circumstances whatever be liable for any liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Customer in connection with any claim made against West Yorkshire Fabrications Limited that the Goods as modified or specified are not fit for their intended purpose; and


b. the Customer shall indemnify West Yorkshire Fabrications Limited against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by West Yorkshire Fabrications Limited in connection with any claim made against West Yorkshire Fabrications Limited for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with West Yorkshire Fabrications Limited's use of the Goods Specification and/or any claim that the Goods as modified or specified are not fit for their intended purpose.


This clause shall survive termination of the Contract.

West Yorkshire Fabrications Limited reserves the right to amend any Goods Specification if required by any applicable statutory or regulatory requirements.

The Customer shall be responsible for the selection of Goods and ensuring the Goods are suitable for its requirements. In particular the Customer shall be solely responsible for the design and construction of any plant or machinery incorporating the Goods.


Delivery of Goods

West Yorkshire Fabrications Limited shall ensure that:

a. each delivery of the Goods is accompanied by a delivery note which shows the date of shipment of the Order, all relevant West Yorkshire Fabrications Limited reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered; and 

b. if West Yorkshire Fabrications Limited requires the Customer to return any packaging materials to West Yorkshire Fabrications Limited, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as West Yorkshire Fabrications Limited shall reasonably request. Returns of packaging materials shall be at West Yorkshire Fabrications Limited’s expense.


Unless otherwise provided in West Yorkshire Fabrications Limited’s written acknowledgement of the Order, West Yorkshire Fabrications Limited shall deliver the Goods Ex Works its premises at Tong Road Road, Leeds LS12 1QJ or such other location as may be advised by West Yorkshire Fabrications Limited prior to delivery (“Delivery Location”) within five (5) Business Days of West Yorkshire Fabrications Limited notifying the Customer that the Goods are ready.

Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. West Yorkshire Fabrications Limited shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide West Yorkshire Fabrications Limited with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If the Customer fails to accept or take delivery of the Goods within five (5) Business Days of West Yorkshire Fabrications Limited notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by West Yorkshire Fabrications Limited's failure to comply with its obligations under the Contract in respect of the Goods:

a. delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which West Yorkshire Fabrications Limited notified the Customer that the Goods were ready; and 


b. West Yorkshire Fabrications Limited may: store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and/or resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

West Yorkshire Fabrications Limited may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

The Customer shall give notice of any claim relating to shortage of or damage to the Goods which would be apparent upon a reasonable visual inspection to West Yorkshire Fabrications Limited in writing within 24 hours of receipt of the Goods. In the event of loss or non-delivery of the Goods the Customer shall notify West Yorkshire Fabrications Limited in writing within three (3) days of the date of delivery.

West Yorkshire Fabrications Limited will consider claims for shortage, damage or non-delivery only if the Goods are unused and not incorporated into any other goods or systems and only if the notice periods specified in Clause 3.6 are met and the claim is signed by the Customer and accompanied by full particulars stating West Yorkshire Fabrications Limited’s invoice and order number and a copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the Goods must bear an appropriately qualified signature, for example “material received damaged, (signed)”.

In relation to any claim for shortage, the Customer shall comply with the notice provisions in clause stated in this contract and ensure West Yorkshire Fabrications Limited is given an opportunity to verify the Goods within three (3) days of the claim being made. Unless otherwise agreed, any Goods returned to West Yorkshire Fabrications Limited are to be returned at the Customer’s cost.

West Yorkshire Fabrications Limited’s liability in respect of any shortage, loss or damage to the Goods shall be limited to repair, replacement or refund of the proportion of the price attributable to the Goods lost or damaged.


Quality of Goods

Subject to Clauses 4.3, 4.6 and 4.7, West Yorkshire Fabrications Limited warrants that on delivery, and for a period of twelve (12) months from the date of invoice (“Warranty Period”), the Goods shall:

a. conform in all material respects with any applicable Goods Specification;

b. be free from material defects in design, material and workmanship; and

c. be within West Yorkshire Fabrications Limited’s usual and reasonable tolerances for the Goods in question in relation to quality and finish.

Subject to clause 4.3, if:

a. the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1;

b. the Goods have not been irrevocably incorporated into another product;

c. the Customer immediately stops using the Goods;

d. West Yorkshire Fabrications Limited is given a reasonable opportunity of examining such Goods; and

e. the Customer (if asked to do so by West Yorkshire Fabrications Limited) returns such Goods to West Yorkshire Fabrications Limited's place of business at Customer's cost,


West Yorkshire Fabrications Limited shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. In the event that West Yorkshire Fabrications Limited repairs or replaces the defective Goods, it will deliver the repaired or replacement Goods to the original Delivery Location agreed under the Contract. West Yorkshire Fabrications Limited shall in no circumstance be liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising) for any assembly, disassembly or installation costs arising out of or in connection with the repair or 4 replacement of the Goods. Subject to West Yorkshire Fabrications Limited’s agreement, the Customer may change the Delivery Location for the replacement Goods, on the understanding that West Yorkshire Fabrications Limited shall be entitled to charge an additional fee if it incurs greater costs in delivering to that location.

West Yorkshire Fabrications Limited shall not be liable for the Goods' failure to comply with the warranty in clause 4.1 if:

a. the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2;

b. the defect arises because the Customer failed to follow West Yorkshire Fabrications Limited's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

c. the defect arises as a result of West Yorkshire Fabrications Limited following any drawing, design or Goods Specification supplied by the Customer;

d. the Customer alters or repairs such Goods without the written consent of West Yorkshire Fabrications Limited; or

e. the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions or being used other than in accordance with their intended purpose.

Except as provided in this clause 4, West Yorkshire Fabrications Limited shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.

West Yorkshire Fabrications Limited shall not be required to supply test certificates to the Customer unless the same are requested by the Customer within a reasonable time before delivery and West Yorkshire Fabrications Limited may charge a reasonable fee for any certificates supplied.

Where the Customer purchases Goods from West Yorkshire Fabrications Limited which are manufactured by a third party and are not sold by West Yorkshire Fabrications Limited under West Yorkshire Fabrications Limited branding, West Yorkshire Fabrications Limited makes no warranty about the quality of those Goods, but shall (to the extent it is entitled and able to do so) pass to the Customer the benefit of the third party manufacturer’s warranty in relation to those Goods.

Where the Customer:

a. fails to install and/or operate the Goods in accordance with West Yorkshire Fabrications Limited’s instructions and good industry practice;

b. has made any unauthorised alterations or modifications to the Goods; or

c. continues to use the Goods even after becoming aware of a defect,

West Yorkshire Fabrications Limited makes no warranty about the quality of the Goods.

The terms of these Conditions shall apply to any repaired or replacement Goods supplied by West Yorkshire Fabrications Limited.


Limitation of Liability


***THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE***


Nothing in these Conditions shall limit or exclude West Yorkshire Fabrications Limited's liability for:

a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b. fraud or fraudulent misrepresentation;

c. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

d. defective products under the Consumer Protection Act 1987.

Consequences of Termination 

On termination of the Contract for any reason: 

(a) the Customer shall immediately pay to West Yorkshire Fabrications Limited all of West Yorkshire Fabrications Limited's outstanding unpaid invoices and interest and, in respect of all Goods and/or Services supplied but for which no invoice has yet been submitted, West Yorkshire Fabrications Limited shall submit an invoice, which shall be payable by the Customer immediately on receipt; 

(b) the Customer shall return any property belonging to West Yorkshire Fabrications Limited which is in its possession but has not been fully paid for. If the Customer fails to do so, then West Yorkshire Fabrications Limited may enter the Customer's premises and take possession of such property. Until it has been returned, the Customer shall be solely responsible for its safe keeping and will not use it for any purpose not connected with this Contract; 

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Subject to clause:

a. West Yorkshire Fabrications Limited shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of contract, loss of production, loss of anticipated savings, loss of goodwill or any special indirect or consequential loss arising under or in connection with the Contract;

b. West Yorkshire Fabrications Limited's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the value of Goods or Services which are the subject of the claim;

c. all descriptions, drawings, illustrations, particulars of weights and measures, rating, standards, statements or details as to performance, specifications or other descriptive matter, not contained in any quotation, are given without responsibility as to performance or suitability for the Customer’s needs and shall not form part of the description of the Goods and/or Services supplied or to be supplied, so that West Yorkshire Fabrications Limited shall not be under any liability in respect thereof;

d. in respect of installation or applications of the Goods as part or components of other goods or machinery the Customer shall be solely responsible for the compliance and the installation with safety regulations issued by competent authorities and in force at the place of operation (except to the extent that the Services includes the installation or commissioning of the Goods) and/or for its compliance with any terms of insurance notified by the Customer's insurance for personal injury or damage to property or loss of profit or any other type of loss through fire, explosion gas or otherwise; and

e. West Yorkshire Fabrications Limited shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss where the Customer:

i. fails to install and/or operate the Goods in accordance with West Yorkshire Fabrications Limited’s instructions and good industry practice;

ii. has made any unauthorised alterations or modifications to the Goods;

iii. continues to use the Goods even after becoming aware of a defect; or

iiii. fails to provide adequate and accurate information in relation to any Goods Specification and/or Service Specification.

10.2. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.


Property Rights (Repeat)

1) West Yorkshire Fabrication Limited Hold the right to own and reposes any goods/services provided until paid in full by the customer. If any payment or monies cannot be paid West Yorkshire Fabrications Limited can and will reposes goods/services accordingly. 


Intellectual property rights 

1) all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;


Individual Insolvency Event for a party who is a natural person, any of the following events: 

(a) they are unable to or admit that they are unable to pay their debts or otherwise appear to have no reasonable prospect of being able to pay their debts in each case as defined in section 268 of the Insolvency Act 1968; 

(b) they take any step with a view to renegotiating or compromising in satisfaction of their debts; 

(c) a valid written demand is made against them; 

(d) a bankruptcy petition is filed or bankruptcy order is made in relation to them; 

(e) they take any step to obtain a debt relief order, or a debt relief order is made relating to them; 

(f) any step is taken to appoint a receiver, or a receiver is appointed, in each case over any of their assets; 

(g) any other valid step is taken to enforce any security interest or otherwise enforce any debt in relation to them or any of their assets; 

(h) they cease or suspend or threaten to cease or suspend any material part of their business or payment of any of their debts; 

(i) any step is taken in any jurisdiction that is the same or similar in effect to any of those set out above; or 

(j) they die or by reason of any mental or physical ailment are incapable of managing their affairs;


Insolvency Event for a party, any of the following events: 

(a) it is unable to or admits that it is unable to pay its debts as defined in section 123 of the Insolvency Act 1986; 

(b) it takes any step with a view to renegotiating or compromising in satisfaction of its debts; 

(c) any step is taken in relation to its winding up; 

(d) any step is taken to appoint a liquidator, administrator, receiver or administrative receiver, or any such officer is appointed, in each case over that party or any of its assets; (e) any other valid step is taken to enforce any security interest or otherwise enforce any debt in relation to that party or any of its assets; 

(f) it ceases or suspends or threatens to cease or suspend any material part of its business or payment of any of its debts; 

(g) any step is taken in any jurisdiction that is the same or similar in effect to any of those set out above; or 

(h) (being a sole trader or partnership) an Individual Insolvency Event affects the owner of the business or any partner);

In these Conditions, the following rules apply: 

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

(b) a reference to a party includes its successors or permitted assigns; 

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 

(e) a reference to writing or written includes faxes and emails.


Governing law and jurisdiction: 

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the nonexclusive jurisdiction of the courts of England and Wales.


Interpretation 

The following definitions shall apply to these terms and conditions for the sale of goods and services: 

West Yorkshire Fabrications Limited (a company registered in England and Wales with company number 02244569 whose registered office address is Servia Rd, Leeds LS6 2QH.

Business Day a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business; 

Conditions these terms and conditions as amended from time to time in accordance with the above clauses

Contract


the contract between West Yorkshire Fabrications Limited and the Customer for the supply of Goods and/or Services in accordance with these Conditions and the Order; 

Customer the person or firm who purchases the Goods and/or Services from West Yorkshire Fabrications Limited; 


Deliverables all documents, 

products and any materials developed or supplied by the West Yorkshire Fabrications Limited contractors and employees as part of or in relation to the Services; 

Delivery Location has the meaning given to it in the above clause.


Force Majeure 

Event has the meaning given in the above clause 


Goods 

the goods (or any part of them) set out in the Order; Goods Specification any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and West Yorkshire Fabrications Limited.