Terms & Conditions
TERMS AND CONDITIONS OF SALE - B2B
IMPORTANT: These Terms and Conditions of Sale set out the terms under which Goods are sold by Warwick Test Supplies Ltd (“WTS”) to business customers. These Terms and Conditions of Sale do not apply to individual consumers purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession). If you are a consumer, please consult Our Consumer Terms and Conditions of Sale here. Please read these terms and conditions of sale ("the Conditions") carefully as they together with your order confirmation constitute the contract (the "Contract") between Warwick Test Supplies Limited ("WTS") and you ("Buyer") for the sale of the goods you purchase as a result of you viewing our product range in either a catalogue or on www.warwickts.com (the "Website").
By placing an Order, you confirm that you have read, understood and agree to these Conditions in their entirety. Please check that the details on your Order are complete and accurate before you commit yourself to this Contract because you will be bound by these Conditions once a contract comes into existence between us in accordance with Clause 2.8. If you do not agree with these Conditions, you must not place an order for any Goods.
We reserve the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting our business, changes in payment methods or changes in relevant laws and regulatory requirements. You will be subject to the Conditions in force at the time that you order the Goods from us.
1 Definitions and Interpretation
|“WTS”/ We/ Us/ Our||
means Warwick Test Supplies Ltd a company registered in England and Wales under number 02983405.
means a person whose position with WTS is that of, Director or Credit Manager of WTS.
means the person (including a natural person, corporate or unincorporated body, whether or not having a separate legal personality) who places an Order with WTS for the purchase of the Goods or the provision of the Services and whose order is accepted by WTS in accordance with these Conditions.
means the articles, things or any item sold and supplied by WTS under the terms of the Contract.
means the services to be performed by WTS.
means the terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and WTS;
means the order placed by the Buyer for the supply of the Goods and/or Services to which these terms and conditions apply.
means the description whether technical, general or both of the Goods contained or referred to in the Order.
means each individual Order between the Buyer and WTS for the purchase and sale of the Goods and/or Services accepted by WTS in accordance by these Conditions.
means any term or condition of WTS or Buyer incorporated in the Contract by mutual agreement in writing not contained herein.
means the physical delivery of the Goods by either (i) WTS’s carrier, completion of which being WTS’s carrier's notification that the shipment has been delivered to the address supplied by the Buyer or (ii) by Buyer’s carrier, completion of which being WTS’s notification to the Buyer that the Goods are ready for collection.
means the Buyer’s authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.
includes letter, facsimile, electronic mail and comparable means of communication.
means the WTS website at www.warwickts.com.
2 Basis of Sale
2.1 All Contracts shall be governed by these Conditions (and where applicable any other terms agreed in writing by an Authorised Officer of WTS) to the exclusion of any other terms and conditions, including without limit any terms on or referred to in any Buyer purchase order or other Buyer documentation. In the case of Orders placed by phone or email which refer to any terms and conditions of the Buyer, WTS’s automatic taking on to its system of such order shall amount to a rejection of the Buyer’s terms and conditions and an offer to supply the Goods ordered on the basis of these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing by an Authorised Officer of WTS.
2.3 Subject to clause 2.2, WTS's employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by an Authorised Officer of WTS in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Contract for any such representations which are not so confirmed.
2.4 Any advice or recommendation for the Goods given by WTS to the Buyer not confirmed in writing is followed or acted upon entirely at the Buyer's own risk and WTS shall not be liable for any such advice or recommendation.
2.5 All references in these Conditions to WTS agreeing, approving, waiving or specifying a matter apply only if such is confirmed in writing by an Authorised Officer of WTS.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by WTS shall be subject to correction without any liability on the part of WTS.
2.7 Sales literature, price lists, website and other documents issued by WTS in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. Any quotation for the Goods given by WTS shall not constitute an offer and only be valid for the period stated on the quote on its date of issue.
2.8 Any Order constitutes an offer by the Buyer to purchase the Goods incorporating these Conditions. Orders accepted by WTS are accepted solely subject to these Conditions and the Contract shall come into existence when WTS accepts the Order by whichever is the earlier of:
2.8.1 WTS’s written Order confirmation;
2.8.2 by processing the Order for delivery;
2.8.3 WTS’s issue of an invoice.
2.9 Any typographical, clerical or other accidental errors or omissions in any sales literature, website, quotation, price list, acceptance of offer, invoice or other document or information issued by WTS shall be subject to correction without any liability on the part of WTS.
3 Orders and Specification
3.1 You may place an Order request by:
3.1.1 Telephoning us on our order line, the details of which can be found on the 'Contact Us' page on our Website;
3.1.2 Emailing an Order request to us at email@example.com;
3.1.3 Visiting our Website and following the process for submitting an order and clicking the appropriate buy now button. When placing an order on our Website you can choose to create an account and login so that you may view Order confirmations, Order status, invoices and records of previously ordered goods.
3.2 Regardless of how the Order request is placed it will be processed on our systems as if you placed the order on our Website.
3.3 By placing an Order request, you make us an offer to purchase the Goods you have selected in accordance with these Conditions. We may or may not accept your order request at our sole discretion and it shall only be deemed accepted if confirmed in writing by WTS.
3.4 The specification for the Goods shall be that set out in the WTS’s Order confirmation unless varied expressly in the Buyer’s Order request (if such variation(s) is/are accepted by WTS). The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units. Orders received for quantities other than these will be rejected for resubmission.
3.5 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by manufacturers or WTS are intended as a guide only and shall not be binding on WTS.
3.6 WTS reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
3.7 No order which has been accepted by the WTS may be cancelled by the Buyer except with the agreement in writing of WTS on the terms that the Buyer shall indemnify WTS in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by WTS as a result of such cancellation.
3.8 These Conditions will become binding on you and us when we issue you with written confirmation of your order. The order confirmation is our notification to you that we have accepted your order request and that your payment method has been authorised. If we cannot accept your order because, for example, the Goods you have selected are not available or because your payment method has not been authorised we will attempt to contact you by e-mail or telephone in order to resolve any outstanding issues.
3.9 Whilst we make every effort to supply you with the Goods listed on the order confirmation, there may be occasions where we are unable to supply these Goods because, for example; such Goods are no longer being manufactured or available; or we are unable to source relevant components; or if there was a pricing error in our documentation or on the Site. In such circumstances we will contact you to inform you of any issues preventing us from confirming your order request and may suggest alternative Goods that you might wish to purchase. If you do not wish to accept our suggestions then we will cancel your order in relation to those Goods we cannot supply and repay you any money that you may have paid to us in respect of those Goods as soon as reasonably possible. Repayment of such monies will be the extent of our liability.
3.10 Where an order is made by telephone, we do not require written confirmation of such an order. If you do send written confirmation of an order please ensure that the order is clearly endorsed "confirmation". Failure to so endorse the confirmation will result in the order being duplicated. You will then be responsible for settlement of the duplicated order in full. If the duplicated order is not required it will be subject to Clause 6.
3.11 If during the order process, you provide us with incorrect or incomplete information, please contact us as soon as possible. If we are unable to process your Order due to incorrect or incomplete information, we will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of our request, we will cancel your Order and treat the Contract as being at an end. If WTS incur any costs as a result of your incorrect or incomplete information, we may pass those costs on to you.
4 Goods, Price and Availability
4.1 We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from WTS correspond to the actual Goods. Please note, however, the following:
4.1.1 Images of Goods on our Site are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product sold due to differences in print process, device displays and lighting conditions;
4.1.2 Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods may vary.
4.2 Where appropriate, you may be required to select the required size, colour, length, number of pins, model number or other technical feature of the Goods that you are purchasing.
4.3 The price of the Goods shall be the price shown on WTS’s Website current at the date of acceptance of the Buyer's order. We make all reasonable efforts to ensure that all prices shown on WTS’s Website are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any order that you have already placed for immediate delivery, (please note sub-Clause 4.8 regarding VAT, however).
4.4 Where WTS has quoted a price for the Goods other than in accordance with our published price, the price quoted shall be valid for 30 days only or such lesser time as WTS may specify.
4.5 WTS may negotiate special pricing to trade account Buyer’s. Agreed prices and validity will be confirmed to the Buyer in writing. These prices will then be shown on specified products in the Buyers trade account, on our Website, accessed by a login.
4.6 All prices are checked by WTS before accepting your Order. In the unlikely event that we have shown incorrect pricing information, we will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your Order, we will simply charge you the lower amount and continue processing your Order. If the correct price is higher, we will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part of it). We will not proceed with processing your Order in this case until you respond. If we do not receive a response from you within 5 working days, we will treat your Order as cancelled and notify you of this in writing.
4.7 WTS reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in costs to WTS which is due to any factor beyond the control of WTS (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.8 Prices quoted are exclusive of any applicable Value Added Tax (VAT), excise, or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to WTS. Prices displayed on WTS’s Site are shown exclusive of VAT by default but a user can click a button on the site to show prices inclusive of VAT. If the VAT rate changes between your Order being placed and WTS taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
4.9 Delivery charges are not included in the price of Goods quoted or displayed on the WTS Website. Delivery charges can be quoted or if placing the Order on WTS’s Site delivery options and related charges will be presented as part of the order process.
4.10 We cannot guarantee that Goods will always be available for quick dispatch. Stock indications may be provided on our Site; however, such indications may not be accurate and must not be relied upon.
4.11 Minor changes may, from time to time, be made to certain Goods between your Order being placed and Us processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical or security issues. Any such changes will not change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if any change is made that would affect your use of the Goods, suitable information will be provided to you.
5.1 Delivery of the Goods shall be made by WTS delivering the Goods to the place specified in the Order or, if no place of delivery is so specified, by the Buyer collecting the Goods at WTS’s premises at any time after WTS has notified the Buyer that the Goods are ready for collection.
5.2 Any Delivery date specified on an Order confirmation is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by WTS in advance of the Delivery date upon giving reasonable notice to the Buyer.
5.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by WTS to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, WTS shall be entitled to store or arrange for the storage of the Goods and then notwithstanding the provisions of Clause 7 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to WTS all costs and expenses including storage and insurance charges arising from such failure.
5.5 Where Goods are to be exported out of the United Kingdom by either WTS to the Buyer or by the Buyer itself (subject to any special terms agreed in writing between the Buyer and WTS and notwithstanding any other provision of these Conditions):
5.5.1 the terms of purchase of the Goods will be subject only to warranty provided by the original equipment manufacturer (“OEM”) and the Buyer shall be solely responsible for ensuring that it fully understands and is aware of such warranty terms;
5.5.2 the Buyer shall ensure that it complies with any export controls as described at Clause 9;
5.5.3 the relevant tax legislation will be applied in accordance with and under the United Kingdom legislation at the time of the contract;
5.5.4 the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any import taxes or duties thereon;
5.5.5 unless otherwise agreed in writing between the Buyer and WTS, delivery terms of the Goods shall be Delivered at Place (DAP) (as per Incoterms 2020) and WTS shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979;
5.5.6 the Buyer shall be responsible for arranging for testing and inspection of the Goods at WTS's premises before shipment. WTS shall have no liability for any claim in respect of any defect in the Goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit;
5.5.7 the Buyer shall not be entitled to withhold payment of the price for the Goods due to the Buyer's failure to comply with the provisions of this clause; and
5.5.8 the Goods will be packaged in accordance with WTS's standard practice, and the packaging shall meet any reasonable requirements stipulated in advance by any independent contractors or shippers.
5.6 The Buyer's failure to make due payment in respect of any deliveries or instalments under any Contract shall entitle WTS to delay, suspend or cancel further deliveries in whole or in part at its option.
5.7 Where WTS has agreed to ship Goods or perform Services direct to an End User on behalf of the Buyer any such shipment or performance shall be deemed to be a Delivery to the Buyer and any refusal by the End User to accept Delivery or performance shall be deemed to be a refusal by Buyer. It shall be the Buyer’s obligation to report any delivery discrepancies in accordance with this clause when Goods are shipped direct to End User or when Goods are sent onto an End User by the Buyer.
6 Acceptance and Returns
6.1 The Buyer is responsible for inspecting the shipment contents containing the Goods on Delivery to check the Goods for damages, discrepancies and shortages.
6.2 The Buyer shall notify WTS in writing within 2 days of Delivery of any short Deliveries, damaged Goods or any non-shipment of Goods detailed on the Delivery Note. WTS on receiving notification shall at its option:
6.2.1 replace the short or damaged Goods within 20 Business Days of receiving the Buyer’s notice; or
6.2.2 refund to the Buyer the price for those Goods (or parts thereof, as appropriate);
6.2.3 WTS shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.
6.3 The Buyer shall notify WTS in writing within 5 days of Delivery of any Goods that are considered defective. In no circumstances may the alleged defective Goods be returned to WTS without WTS’s prior written consent. Where Goods are returned a handling charge may be levied at WTS's discretion and shall be either deducted from any credit allowed by WTS (should the Goods be accepted at WTS’s discretion as defective Goods) or be payable to WTS by the Buyer upon demand. The Buyer must notify WTS immediately of the defect becoming apparent and follow WTS’s instructions in relation to the defect. General provisions relating to Defective Goods:
6.4 The Buyer shall pay all WTS's reasonable costs and expenses if the Goods suspected to be Defective Goods by the Buyer prove not to be Defective Goods (at WTS’s sole discretion).
6.5 Any returns shall be subject to and the Buyer shall comply with WTS’s returns authorisation procedures.
6.6 Defective Goods shall be dealt with in accordance with the applicable OEM’s Defective Goods procedures and the Buyer shall comply with the same.
6.7 The Buyer shall be responsible for all transportation and insurance costs relating to returned Goods.
6.8 The Buyer shall have no right to return any Goods delivered in accordance with the Contract.
6.9 Goods must be received by WTS within 14 days of WTS issuing a returns authorisation number to the Buyer.
6.10 The Goods (or part thereof) to be returned must be delivered to WTS's premises in its original packaging together with supporting documentation confirming the alleged defect and quoting the relevant returns number. In the event the Buyer fails to comply with this clause WTS will be entitled to levy a handling fee as applicable in the circumstances.
6.11 The Buyer will indemnify WTS against any cost incurred in rectifying any deterioration of the Goods caused by incorrect storage or use while in the Buyer’s possession.
6.12 WTS shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the WTS’s or OEM instructions (whether given orally or in writing), misuse or alteration of the Goods without the WTS’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
6.13 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.14 Except in respect of death or personal injury caused by the WTS’s negligence, or as expressly provided in these Conditions, WTS shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of WTS, its employee’s or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
6.15 The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by WTS or any competent governmental or regulatory authority and the Buyer will indemnify WTS against any liability loss or damage which WTS might suffer as a result of the Buyer’s failure to comply with this condition.
6.16 The invoiced charges shall, in the absence of a manifest error, be deemed accepted by the Buyer unless the Buyer notifies WTS in writing within 14 days of the date of the invoice.
7 Risk and Retention of Title
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer on Delivery.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until:
7.2.1 WTS has received payment in full of the price of the Goods as supplied to the Buyer; and
7.2.2 WTS receives payment in full for all and any other debts owed by the Buyer to WTS at any given time; or
7.2.3 The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at such time as specified in clause 7.4.
7.3 Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for WTS and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by WTS and shall insure the Goods against all reasonable risks.
7.4 In the event that the Buyer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Terms and Conditions:
7.4.1 It does so as principal and not as WTS’s agent; and
7.4.2 Title to the Goods shall pass from WTS to the Buyer immediately before the time at which resale by the Buyer occurs;
7.4.3 the proceeds of the sub-sale or transfer (or such proportion as is due to WTS) shall be held by the Buyer on behalf of WTS. The Buyer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on WTS’s behalf are identified as such; and
7.4.4 WTS may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of WTS, but if the Buyer does so, all money owing by the Buyer to WTS shall (without prejudice to any other right or remedy of WTS) forthwith become due and payable.
7.6 WTS reserves the right to repossess any Goods in which WTS retains title without notice. The Buyer irrevocably authorises WTS or it’s representatives to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which WTS retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 7.3.
7.7 The Buyer’s right to possession of the Goods in which WTS maintains legal and beneficial title shall terminate if the Buyer commits or is a party to dishonest or fraudulent conduct in relation to the Contract or the Buyer informs WTS, or WTS reasonably believes, that:
7.7.1 the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986; or
7.7.2 the Buyer negotiates with its creditors for rescheduling of its debts, makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or makes an application to court for protection from its creditors generally; or
7.7.3 the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or a winding-up order is made other than solely in relation to a solvent amalgamation or reconstruction (or in the case of an individual is made bankrupt); or
7.7.4 an administrator, receiver or administrative receiver is or is likely to be appointed in relation to the Buyer or any of its assets; or
7.7.5 any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within 10 Business Days;
7.7.6 the Buyer ceases, or threatens to cease, to carry on business; or
7.7.7 WTS reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer.
8.1 Subject to any special terms agreed in writing between the Buyer and WTS, WTS shall invoice the Buyer for the price of the Goods on or at any time after Delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take Delivery of the Goods, in which event WTS shall be entitled to invoice the Buyer for the price at any time after WTS has notified the Buyer that the Goods are ready for collection or (as the case may be) WTS has tendered delivery of the Goods.
8.2 Orders processed on our Website will offer payment options dependant on whether the Buyer is an account holder or not. The following payment options may be shown:
8.2.1 On Account
8.2.2 In advance by offline payment method such as BACS or transfer;
8.2.3 Credit or debit card;
8.3 Non-account holders must pay for Goods and related delivery charges in advance and the Buyer will be prompted to pay during the order process. The Buyer’s chosen payment method will not be charged until WTS dispatch the Goods. Payment must be made in full for the Order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
8.4 Account holders shall pay the price of the Goods (less any discount or credit allowed by WTS, but without any other deduction, credit or set off) within 30 Days of the date of WTS’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and WTS in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the Title in the Goods has not passed to the Buyer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
8.5 Should the Buyer fail to make payment by the due date, WTS shall be entitled to charge interest on the overdue amount at the rate of 4% above HSBC Banks’ base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual date of payment (whether before or after judgment).
8.6 The Buyer shall make all payments in pounds sterling immediately when due without set off, deferment, deduction or withholding whatsoever (whether on account of any claim or counterclaim or otherwise). Where payments in an alternative currency are authorised in writing by WTS prior to the Contract being concluded, such payments shall be made by telegraphic transfer to the account designated by the WTS.
8.7 The Buyer shall indemnify WTS against the total costs incurred (without limitation) by WTS arising out of the Buyer's breach(es) of these Conditions.
8.8 WTS is not obliged to accept orders from any Buyer and is entitled in its sole and absolute discretion at any time, without notice, to alter its terms of payment or to alter any credit terms which may have been granted. WTS may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 8.4 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.
8.9 In the event that the trading relationship between the Buyer and WTS is terminated for whatsoever reason then all sums due by the Buyer shall immediately become due and payable.
9 Export Compliance
9.1 In addition to the United Kingdom, WTS accepts international orders. Certain Goods may be subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Buyer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
9.2 The Buyer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
9.3 The Buyer certifies that products purchased from WTS will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
9.4 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by WTS only. Such information is provided by WTS in good faith based on the information available to it at the time of compilation. WTS makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Buyer for any form of loss or damage suffered by the Buyer as a result of reliance upon such information. Use of the information is done so at the Buyer’s own risk. The Buyer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
10 Limitation of Liability
10.1 Subject to conditions 7, 8 and 13, the following provisions set out the entire financial liability of WTS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these conditions:
10.1.1 any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Terms and Conditions excludes or limits the liability of WTS:
10.3.1 for death or personal injury caused by WTS’s negligence;
10.3.2 for any matter which it would be illegal for WTS to exclude or attempt to exclude its liability; or
10.3.3 for fraud or fraudulent misrepresentation.
10.4 Subject to sub-Clauses 10.2 and 10.3:
10.4.1 WTS’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
10.4.2 WTS shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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 Data Protection and Customer Information
12 Force Majeure
12.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
12.2 If any event described under this Clause 12 occurs that is likely to adversely affect the performance of any of WTS’s obligations under these Conditions:
12.2.1 WTS will inform the Buyer as soon as is reasonably possible and take all reasonable steps to minimise the delay;
12.2.2 To the extent that WTS cannot minimise the delay, the affected obligations under these Conditions (and therefore the Contract) will be suspended and any time limits that WTS are bound by will be extended accordingly;
12.2.3 WTS will inform the Buyer when the event outside of WTS control is over and provide details of any new dates, times or availability of Goods as necessary;
12.2.4 If the event outside of WTS control continues for more than 60 days, unless you instruct us not to, WTS will cancel the Contract and inform you of the cancellation. Any refunds due to the Buyer as a result of that cancellation will be paid to the Buyer as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that the Buyer used when ordering the Goods.
13.1 The Buyer will use all reasonable endeavours to ensure compliance with this Clause 13 by its employees, servants and agents.
13.2 Nothing in these Conditions shall confer on any third party (that is, any party other than WTS or the Buyer) any benefit or the right to enforce any term of these Conditions and the application of the Contracts (Rights of Third Parties) Act 1999 to these Conditions is hereby excluded.
13.3 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
13.4 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
13.5 WTS may assign any of its rights and/or obligations under a Contract. The Buyer may not, without the prior written consent of WTS assign any of its rights and/or obligations under any Contract.
13.6 WTS manufacturers and offers Goods to the Buyer as The Restriction of Hazardous Substances Directive (RoHS) 2002/95/EC compliant, only after specific requirements have been met. WTS performs no testing of Goods and relies solely on the manufacturer of component parts or Goods for identification of RoHS Compliance. WTS makes no warranty, certification or declaration of compliance concerning said Goods. Goods are offered as RoHS Complaint only after sufficient evidence is received from the component manufacturer.
13.7 Where applicable, the Buyer is responsible for all obligations and liabilities under the Waste Electrical and Electronic Equipment Directive (2012/19/EU), Packaging Waste Directive (94/62/EC) and Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time. WTS shall have no liability or obligations under the preceding directives.
13.8 The Buyer agrees to comply with the UK Bribery Act 2010 and corresponding legislation applicable in the jurisdictions that the Buyer conducts business in. The Buyer shall not make any direct or indirect payment, offer to pay, or authorise to pay, any gift, money, promise to give or authorise the giving of anything of value to any government official or politician or the immediate family of the same for the purpose of influencing acts or decisions of such individual in order to assist directly or indirectly Buyer or WTS in obtaining or retaining business or securing an improper advantage. The Buyer’s commitment to comply with the Bribery Act 2010 and other such legislation shall also extend to its dealings with WTS, its suppliers, the End Users and any other commercial parties.
13.9 Except as specifically permitted in writing by WTS or the relevant manufacturer(s) of relevant Goods, the Buyer hereby agrees that it will not (and will inform third parties they are not permitted to):
13.9.1 copy or manufacture any Goods; or
13.9.2 translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer any of the Goods.
13.10 These Conditions are WTS's current Conditions. WTS maintains the right to add to or amend these Conditions at any time and in its sole discretion. The Buyer will be responsible for satisfying themselves as to the Conditions on an ongoing basis and those applicable to the transaction(s) in hand, by either viewing the WTS website or requesting a hard copy direct from WTS.
14 Law and Jurisdiction
14.1 These Terms and Conditions of Sale, the relationship between you and WTS (whether contractual or otherwise).and any disputes shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction in connection with any dispute arising out of or in connection with it.